/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130722.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, July 22, 2013, Vol. 17, No. 201 Headlines 371 COLUMBIA: Voluntary Chapter 11 Case Summary ACCESS PHARMACEUTICALS: To Offer 20MM Shares Under Incentive Plan ACTIVECARE INC: Closes $2.2MM Investment, $1.3MM Debt Conversion AGY HOLDING: S&P Withdraws 'D' Corporate Credit Rating ALLIANCE ONE: New $790MM Notes Issuance Gets Moody's Caa1 Rating ALLIANCE ONE: S&P Assigns 'B-' Rating to $790MM Sr. Sec. Notes ALLY FINANCIAL: Declares Dividends on Preferred Stock ARCAPITA BANK: Asks OK to Agree to Sale of 3PD Holding to XPO AVANTAIR INC: President and COO Resigns BELLE FOODS: Associated Wholesale Offers To Buy 12 Stores BERRY PLASTICS: Amends 15 Million Shares Resale Prospectus BLOCKBUSTER INC: Converted to Chapter 7 Liquidation CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off CAPITOL CITY: Amended Q1 Financials Show $819K Net Loss CARBON BEACH: Court Dismisses Chapter 11 Bankruptcy Case CENGAGE LEARNING: Sec. 341(a) Meeting Adjourned to Sept. 9 CENGAGE LEARNING: U.S. Trustee Appoints Creditors' Committee CENTRAL FALLS, RI: Moody's Hikes GO Rating to B1 on Bankr. Exit CHEMTURA CORP: New Sr. Notes Due 2021 Gets Moody's 'B1' Rating CHEMTURA CORP: S&P Assigns 'BB-' Rating to $400MM Sr. Unsec. Notes CLARK ATLANTA: Moody's Assigns Ba1 Issuer Rating, Stable Outlook CLEAR CHANNEL: Bank Debt Trades at 6% Off COLDWATER PORTFOLIO: Wal-Mart Shadow Stores Get Plan Approved COMARCO INC: Executives Voluntarily Cut Salaries by 20% COMMUNITY CHOICE: S&P Revises Outlook to Stable & Affirms 'B-' ICR COMMUNITY TOWERS: Taps William L. Conti as Litigation Counsel CORNERSTONE HOMES: New York Homebuilder Files Prepacked Plan DC DEVELOPMENT: Taps Tranzon Fox as Real Estate Auctioneer DETROIT, MI: S&P Lowers Rating on GO Debt to 'C'; Outlook Negative DEX MEDIA WEST: Bank Debt Trades at 16% Off DIGITAL ANGEL: CEO Held 64% Equity Stake at July 8 DIGITAL ANGEL: President Held 12% Equity Stake at July 8 DOGWOOD PROPERTIES: Banks Object to Adequacy of Plan Disclosures DYNAVOX INC: Terminates Registration of Securities EASTMAN KODAK: Court Extends Exclusivity to Sept. 19 EASTMAN KODAK: Wins Court Approval of Deal with EKRA, Retirees EASTMAN KODAK: Wins Approval to Reject Contracts with APL, et al. EASTMAN KODAK: $49MM Environmental Settlement Blocked ECLIPSE AVIATION: Trustee May Recoup $653,323 From Prudential EMMONS-SHEEPSHEAD: 2nd Amended Plan Confirmed EXCEL MARITIME: DRC Retained as Claims & Noticing Agent EXIDE TECHNOLOGIES: Taps KPMG LLP to Provide Auditing Services EXIDE TECHNOLOGIES: Hiring Lazard Freres as Investment Banker EXIDE TECHNOLOGIES: Skadden Arps Being Retained as Bankr. Counsel EXIDE TECHNOLOGIES: Pachulski Stang Tapped as Conflicts Counsel FLC HOLDING: Chicago's PNA Bank Auction Scheduled for Aug. 19 FREESEAS INC: Issues 625,000 Add'l Settlement Shares to Hanover GATZ PROPERTIES: Seeks 60 More Days to File Plan GETTY PETROLEUM: Lukoil Paying $93 Million to Settle Suit GGW BRANDS: Casino Magnate's Claims on 'Girls Gone Wild' Validated HD SUPPLY: Extends $1.5-Billion Credit Facility Until June 2018 HEALTH MANAGEMENT: Fitch Puts 'BB-' IDR on Rating Watch Negative HERCULES OFFSHORE: Closes Sale of 10 Barge Rigs for $35 Million HOLT DEVELOPMENT: Case Summary & 3 Unsecured Creditors HRK HOLDINGS: Has Interim Approval to Obtain Additional Loans ID PERFUMES: To Acquire All Membership Interest of Gigantic INFUSYSTEM HOLDINGS: Meson Submits $2 Apiece Preliminary Proposal INTRAOP MEDICAL: First Hand to Pay $15MM, Provide $1.5MM Loan JACUZZI BRANDS: S&P Lowers Corporate Credit Rating to 'SD' JAG CONSTRUCTION: J&B Boat Rental Allowed $48,046 in Claims JEDD LLC: Court Continues Hearing on Plan Confirmation to Aug. 19 JERRY'S NUGGET: Court Sets Aug. 26 Plan Confirmation Hearing JJE & MM: Voluntary Chapter 11 Case Summary KSTW ACQUISITION: Moody's Assigns 'B2' CFR, Stable Outlook LHC LLC: Court Declines to Appoint Trustee for Ice-Skating Rink LIQUIDMETAL TECHNOLOGIES: Converts Notes to 18.6MM Common Shares LITHIUM TECHNOLOGY: VRDT Corp Held 56% Equity Stake at Dec. 14 MCNUTT SERVICE: Case Summary & 20 Largest Unsecured Creditors MEADE INSTRUMENTS: Incurs $921,000 Net Loss in Fiscal 1st Quarter MERRIMACK PHARMACEUTICALS: Closes Sale of Common Shares and Notes MGM RESORTS: Signs Employment Agreement with COO MOBIVITY HOLDINGS: Director Resigns MONITOR COMPANY: Being Converted to Chapter 7 MPG OFFICE: Completes Sale of Plaza Las Fuentes for $75 Million MPG OFFICE: Stockholders Approve Merger With Brookfield NATIVE WHOLESALE: July 22 Continued Hrg. for Conversion Motion NAVISTAR INTERNATIONAL: Icahn Sells 646,289 Common Shares NAVISTAR INTERNATIONAL: MHR Buys 657,878 Additional Shares NESBITT PORTLAND: Hearing on Consensual Plan Set for Sept. 27 NEWPORT FURNITURE: Converts Case to Chapter 7 Liquidation NGPL PIPECO: Bank Debt Trades at 2% Off OCEAN 4660: Can Employ John Genovese as Counsel OCEAN 4660: Court Okays Appointment of Maria Yip as Ch. 11 Trustee OCEAN 4660: Can Employ John Lancet as Appraiser OIL PATCH: Can Use Cash Collateral Until Aug. 2 ORCHARD SUPPLY: Gets Court OK to Hire DLA Piper, FTI & Moelis ORCHARD SUPPLY: Can File Schedules and Statements Thru Aug. 6 OVERSEAS SHIPHOLDING: PwC Retention to Include Audit of 2013 F/S PARADISE HOSPITALITY: RREF Wants Case Converted to Chapter 7 PARADISE VALLEY: American Bank Wants Case Converted to Chapter 7 PETER DEHAAN: Has Permission to Use Cash Collateral Until Sept. 30 PETER DEHAAN: Farm Credit Objects to Amended Disclosure Statement PICCADILLY RESTAURANTS: Files Joint Reorg Plan with Yucaipa PIONEER FREIGHT: Files Chapter 15 in New York RAMS ASSOCIATES: Jersey Shore Arena Files Ch.11 to Sell to Lender REVSTONE INDUSTRIES: Boston Finance Wants Parts of Chapter 7 SAAB CARS: Confirms 25% to 82% Liquidating Chapter 11 Plan SATNAM LODGING: Non-Disclosure Costs Lawyer $16,033 SIEGMUND STRAUSS: Windsor Brands' Claim Pegged at $496,265 STEINWAY MUSICAL: S&P Retains 'B+' CCR on CreditWatch Negative SUNSTONE COMPONENTS: Pancon Wins Approval to Buy Metal Stamper SYNOVUS FINANCIAL: Moody's Lifts Sr. Unsecured Debt Rating to B1 THQ INC: Plan to Be Confirmed; Investors Make 500% On Debt UNITEK GLOBAL: S&P Raises Corporate Credit Rating to 'CCC' W/S PACKAGING: Moody's Assigns 'B2' CFR; Outlook Stable * Citigroup Rectified Improper Filing of Social Security Numbers * Moody's: Borrowing Base Facilities Have Highest Ave. Recoveries * BOND PRICING -- For Week From July 15 to 19, 2013 ********* 371 COLUMBIA: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 371 Columbia Street LLC 846 McDonald Avenue Brooklyn, NY 11218 Bankruptcy Case No.: 13-44263 Chapter 11 Petition Date: July 11, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtor's Counsel: Narissa A. Joseph, Esq. 277 Broadway, Suite 501 New York, NY 10007 Tel: (212) 233-3060 Fax: (212) 608-0304 E-mail: njosephlaw@aol.com Scheduled Assets: $2,000,000 Scheduled Liabilities: $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Josh Einhorn, president. ACCESS PHARMACEUTICALS: To Offer 20MM Shares Under Incentive Plan ----------------------------------------------------------------- Access Pharmaceuticals, Inc., registered with the U.S. Securities and Exchange Commission 20 million shares of common stock issuable under the Company's 2005 Equity Incentive Plan. A copy of the Form S-8 prospectus is available for free at http://is.gd/WEi0Uz 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. 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. 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. ACTIVECARE INC: Closes $2.2MM Investment, $1.3MM Debt Conversion ---------------------------------------------------------------- ActiveCare, Inc., has closed a capital investment and debt conversion by its Chairman and Chief Executive Officer, David Derrick. Mr. Derrick has made cash advances to the Company, from April 30, 2013, through July 3, 2013, in the amount of $2,235,000. On July 15, 2013, the Company converted those issuances into 2,980,000 shares of common stock, at a per share purchase price of $0.75. Additionally, the Company and Mr. Derrick agreed to the conversion of an outstanding debenture, valued at $1,278,536, into 1,704,715 shares of common stock, also at a conversion price of $0.75 per share. The cash infusion and the conversion of the debenture into equity increase the total shareholder equity by approximately $4,700,000. "I am pleased to make this additional investment into the company as we continue to implement our strategy and show solid revenue growth," commented Mr. Derrick. "With the Company's strong momentum, increasing traction, and customer growth, I felt that now was the perfect time to invest in the company and simplify our balance sheet." A copy of the Form 8-K is available for free at: http://is.gd/S2LMtV About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare incurred a net loss of $12.36 million for the year ended Sept. 30, 2012, compared with a net loss of $7.89 million during the prior year. The Company's balance sheet at March 31, 2013, showed $10.95 million in total assets, $17.78 million in total liabilities and a $6.82 million total stockholders' deficit. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012, citing recurring operating losses and an accumulated deficit which conditions raise substantial doubt about the Company's ability to continue as a going concern. AGY HOLDING: S&P Withdraws 'D' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew its 'D' corporate credit rating on AGY Holding Corp. At the same time, S&P withdrew its 'D' issue-level rating and '6' recovery rating on the company's notes. S&P has withdrawn its corporate credit and issue ratings on AGY Holding Corp. after the company completed its exchange offer, in which most of the rated debt outstanding was exchanged for new unrated debt and preferred stock. In May 2013, S&P lowered its corporate credit and issue-level ratings on the company's second- lien notes to 'D' because the company did not pay interest due on the notes. ALLIANCE ONE: New $790MM Notes Issuance Gets Moody's Caa1 Rating ---------------------------------------------------------------- Moody's Investors Service has assigned a Caa1 senior secured rating to Alliance One International, Inc.'s $790 million senior secured second lien notes issuance and Ba3 rating to the company's $250 million first lien senior secured revolver. Proceeds of the second lien secured offering will be used to redeem the $635 million senior unsecured notes due 2016 and to tender for some portion, if not all, of the subordinated convertible notes due in July 2014. The Speculative Grade Liquidity Rating was upgraded to SGL-3 from SGL-4, reflecting the amendment and extension of the company's revolving credit facility to 2017. Moody's affirmed the B3 Corporate Family Rating (CFR) of B3, and the outlook is stable. The following ratings of AOI are assigned subject to the review of final documentation: - $250 million senior secured revolving credit facility expiring July 2017 at Ba3 (LGD 1, 7%); - $790 million of senior secured second lien notes due July 2021 at Caa1 (LGD 5, 70%). The following rating is upgraded: - The Speculative Grade Liquidity rating at SGL-3 from SGL-4 The following ratings are affirmed: - Corporate Family Rating of B3; - Probability of Default Rating of B3-PD; - $115 million subordinated convertible debt due July 2014 at Caa2 (LGD 6, 96%). The following rating will be withdrawn upon closing of the new notes: - $250 million senior secured revolving credit facility due April 2014 Ba3 (LGD 1, 9%); - $635 million 10% senior unsecured notes due July 2016 B3 (LGD 4, 58%). The outlook is stable. Ratings Rationale: AOI's B3 Corporate Family Rating reflects Moody's expectation that credit metrics and free cash flow will remain weak over the next 12 to 18 months. AOI's ratings are constrained due to the mature, low margin nature of the leaf tobacco processing business despite the company's strong market position, established relationships with key tobacco manufacturing customers and its global procurement and processing network. While Moody's expects that the competitive climate will remain challenging and continue to constrain margin improvement, these industry characteristics provide significant barriers to the entry of new large-scale operators and meaningful vertical integration by AOI's customer base. The three notch difference between the B3 Corporate Family Rating and the Ba3 rating on the bank revolver reflects the facility's priority position in the capital structure and the benefit of the loss absorption provided by a considerable amount of unsecured debt below it. The Caa1 (LGD 5, 70%) ratings on the $790 million second lien senior secured notes reflect the junior position of these instruments to the first lien senior secured revolver as well as structural subordination to a substantial amount of unsecured debt and other liabilities, including trade payables, located at the company's foreign subsidiaries. AOI's stable outlook reflects Moody's expectation that the pricing environment in the tobacco leaf sector will continue to stabilize, competition will not meaningfully increase and self-sourcing by key customers will not adversely impact operating profitability over the next 12 to 18 months. Though unlikely in the near term, AOI's ratings could be upgraded if the company's operating performance improves such that debt-to- EBITDA remains below 6.0 times, EBITA-to-interest expense approaches 2.0 times and free cash flow-to-debt is maintained in at least the mid-single digit range. AOI's ratings could be downgraded if the company's profitability or liquidity profile deteriorates. The principal methodology used in this rating was the Global Protein and Agriculture Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. ALLIANCE ONE: S&P Assigns 'B-' Rating to $790MM Sr. Sec. Notes -------------------------------------------------------------- Standard & Poor's Rating Services affirmed the 'B' corporate credit rating on Morrisville, N.C.-based Alliance One International Inc. (AOI). The outlook is stable. "Concurrently, we are assigning a 'B-' issue-level rating (one notch below the corporate credit rating) to the proposed $790 million senior secured second-lien notes due 2021, and a '5' recovery rating, indicating that lenders could expect modest (10% to 30%) recovery in the event of a payment default. We are also assigning a 'BB-' issue rating (two notches above the corporate credit rating) to the proposed up-to-$275 million senior secured revolving credit facility maturing April 15, 2017, and a '1' recovery rating, indicating that lenders could expect very high (90% to 100%) recovery in the event of a payment default," S&P said. The ratings are based on the proposed terms and are subject to review upon receipt of final documentation. S&P expects to withdraw the ratings on the debt to be refinanced following repayment. Pro forma for the proposed transactions, total debt outstanding is about $1.25 billion. "The ratings reflect our view that AOI's financial policy will remain very aggressive, cash flows will continue to be volatile, and key credit metrics will strengthen only moderately over the next 12-24 months," said Standard & Poor's credit analyst Jerry Phelan. Notwithstanding these expectations, Standard & Poor's is revising its assessment of AOI's liquidity to "adequate" from "less than adequate" due to the proposed refinancing, which will pay off significant debt maturities, extend the revolving credit facility maturity, and loosen the financial covenant. S&P forecasts the company will have at least 15% cushion on its most restrictive covenants for at least the next two years. The ratings also reflect Standard & Poor's view that AOI will continue to face a high level of global competition in the leaf tobacco industry; will remain susceptible to supply and demand imbalances, and exposed to foreign currency volatility and the risk of further shifts towards direct leaf sourcing by manufacturers. The outlook is stable, reflecting Standard & Poor's opinion that industry conditions are improving and that AOI's credit measures should strengthen modestly over the next year and that its liquidity should remain adequate. ALLY FINANCIAL: Declares Dividends on Preferred Stock ----------------------------------------------------- The Ally Financial Inc. board of directors has declared quarterly dividend payments for certain outstanding preferred stock. Each of these dividends were declared by the board of directors on July 9, 2013, and are payable on Aug. 15, 2013. A quarterly dividend payment was declared on Ally's Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of approximately $134 million, or $1.125 per share, and is payable to the U.S. Department of the Treasury. A quarterly dividend payment was also declared on Ally's Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of approximately $45 million, or $17.50 per share, and is payable to shareholders of record as of Aug. 1, 2013. Additionally, a dividend payment was declared on Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of approximately $22 million, or $0.53 per share, and is payable to shareholders of record as of Aug. 1, 2013. Including the dividend payments on the Series F-2 Preferred Stock, Ally will have paid a total of approximately $6.2 billion to the U.S. Treasury since February 2009. This amount includes preferred stock dividends, interest payments and proceeds received by the U.S. Treasury in its sale of Ally trust preferred securities. Underwriting Agreement Ally Financial entered into an Underwriting Agreement incorporating Ally's Underwriting Agreement Standard Provisions (Debt Securities) with Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several Underwriters, pursuant to which Ally agreed to sell to the Underwriters $1,000,000,000 aggregate principal amount of 3.500 percent Senior Guaranteed Notes due 2016 and $375,000,000 aggregate principal amount of Floating Rate Senior Guaranteed Notes due 2016. The Notes will be guaranteed by Ally US LLC and IB Finance Holding Company, LLC, each a subsidiary of Ally, on an unsubordinated basis. The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions. A copy of the Underwriting Agreement is available for free at: http://is.gd/Hw80sB About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company's balance sheet at Dec. 31, 2012, showed $182.34 billion in total assets, $162.44 billion in total liabilities, and $19.89 billion in total equity. Ally Financial Inc. reported net income of $1.19 billion for the year ended Dec. 31, 2012, as compared with a net loss of $157 million during the prior year. * * * As reported by the TCR on Feb. 27, 2013, Moody's Investors Service confirmed the B1 corporate family and senior unsecured ratings of Ally Financial, Inc. and supported subsidiaries and assigned a positive rating outlook. In February 2012, Fitch Ratings downgraded the long-term Issuer Default Rating (IDR) and the senior unsecured debt rating of Ally Financial and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook is Negative. The downgrade primarily reflects deteriorating operating trends in ResCap, which has continued to be a drag on Ally's consolidated credit profile, as well as exposure to contingent mortgage-related rep and warranty and litigation issues tied to ResCap, which could potentially impact Ally's capital and liquidity levels. In the Feb. 13, 2013, edition of the TCR, Fitch Ratings has maintained the Rating Watch Negative on Ally Financial Inc. including the Long-term IDR 'BB-'. As reported by the Troubled Company Reporter on May 22, 2012, Standard & Poor's Ratings Services revised its outlook on Ally Financial Inc. to positive from stable. At the same time, Standard & Poor's affirmed its ratings, including its 'B+' long- term counterparty credit and 'C' short-term ratings, on Ally. "The outlook revision reflects our view of potentially favorable implications for Ally's credit profile arising from measures the company announced May 14, 2012, designed to resolve issues relating to Residential Capital LLC, Ally's troubled mortgage subsidiary," said Standard & Poor's credit analyst Tom Connell. In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the ratings of Ally and certain related subsidiaries, including its Issuer and Long-Term Debt rating of BB (low), Under Review Developing. This rating action follows the decision by Ally's wholly owned mortgage subsidiary, Residential Capital to file a pre-packaged bankruptcy plan under Chapter 11 of the U.S. Bankruptcy Code. ARCAPITA BANK: Asks OK to Agree to Sale of 3PD Holding to XPO ------------------------------------------------------------- Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for the Southern District of New York for authorization to take actions to authorize, approve, and facilitate the sale by their indirect non-debtor subsidiary, Logistics Holding Company Limited, of Logistics Holding's equity interest in 3PD Holding, Inc., to XPO Logistics, Inc. Through the intermediate holding companies, the Debtors collectively hold a beneficial interest of approximately 13% in 3PD and, hence, will receive approximately 13% of the net proceeds of the Sale in addition to other management and financing fees. Any objections to the motion will be filed electronically with the Court by Aug. 1, 2013, at 4:00 p.m. Replies must be filed no later than Aug. 5, 2013, at 12:00 p.m. The hearing on the Motion will be held on Aug. 8, 2013, at 11:00 a.m. According to papers filed with the Court, on July 12, 2013, non- Debtor 3PD, with the support of its shareholders, entered into a definitive agreement to sell all outstanding 3PD common stock to XPO Logistics for $365 million. The Sale was evaluated and approved by 3PD's board of directors. The Sale has also been evaluated by the Debtors' investment management committee, which has determined that the Sale is in the best interest of the Debtors' estates. Moreover, the Debtors have conferred with the official committee of unsecured creditors and the Joint Provisional Liquidators of Debtor AIHL, and the Debtors expect all relevant parties to support the Sale. The Debtors further request for the entry of an order exempting the sale from the requirements of the "cooperation settlement term sheet." Because the Sale will likely not close prior to the effective date of the Debtors' Chapter 11 plan, the Sale would, by default, be subject to the Plan provisions governing the disposition of the Debtors' investments. According to the Debtors, if required to be implemented with respect to 3PD, the Disposition Procedures would require a duplication of the marketing efforts, additional delay, and administrative burdens. Moreover, implementation of the Disposition Procedures may constitute a breach of the Purchase Agreement by Logistics Holdings. In order to avoid disrupting the Sale, the Debtors are seeking to simplify the process and consummate the Sale based on the process that has already taken place and pursuant to a Court order, and are therefore seeking to exempt the Sale from the Disposition Procedures. 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. As reported in the TCR on June 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to teach Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf AVANTAIR INC: President and COO Resigns --------------------------------------- David Haslett resigned his positions as president and chief operating officer of Avantair, Inc., to pursue other opportunities, effective July 10, 2013. Mr. Haslett will remain with the Company on a consulting basis as needed. About Avantair Inc. Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR) -- http://www.avantair.com/-- sells fractional ownership interests in, and flight hour card usage of, professionally piloted aircraft for personal and business use, and the management of its aircraft fleet. According to AvData, Avantair is the fifth largest company in the North American fractional aircraft industry. Avantair also operates fixed flight based operations (FBO) in Camarillo, California and in Caldwell, New Jersey. Through these FBOs and its headquarters in Clearwater, Florida, Avantair provides aircraft maintenance, concierge and other services to its customers as well as to the Avantair fleet. For the nine months ended March 31, 2013, the Company incurred a net loss attributable to common stockholders of $11.56 million on $113.02 million of total operating revenue, as compared with a net loss attributable to common stockholders of $5.43 million on $131.51 million of total operating revenue for the same period a year ago. As of March 31, 2013, the Company had $78.25 million in total assets, $125.11 million in total liabilities, $14.86 million in series A convertible preferred stock, and a $61.72 million total stockholders' deficit. "If we cannot generate the required revenues and gross margin to achieve profitability or obtain additional capital on acceptable terms, we will need to substantially revise our business plan in order to continue operations and an investor could suffer the loss of a significant portion or all of his investment in our Company. The factors described herein raise substantial doubt about our ability to continue as a going concern," according to the Company's quarterly report for the period ended March 31, 2013. BELLE FOODS: Associated Wholesale Offers To Buy 12 Stores --------------------------------------------------------- Marie Beaudette writing for Dow Jones' DBR Small Cap reports that southern grocery chain Belle Foods LLC is seeking to sell 12 of its 57 stores to Associated Wholesale Grocers Inc. for $8.4 million plus the cost of inventory, subject to higher offers. About Belle Foods Belle Foods LLC bought 57 stores from Southern Family Markets LLC in 2012, and put the business into Chapter 11 reorganization (Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur, Alabama. The chain is owned by a father and son who purchased the operation with a $4 million secured term loan and $24 million revolving credit from the seller. The stores are in Florida, Georgia, Alabama and Mississippi. The petition shows assets and debt both for more than $10 million. C&S Wholesale Grocers Inc. is owed about $6 million on secured and unsecured debt. Belle Foods owes another $8 million to trade suppliers, according to a court filing. D, Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P. Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as counsel. BERRY PLASTICS: Amends 15 Million Shares Resale Prospectus ---------------------------------------------------------- Berry Plastics Group, Inc., amended its Form S-1 prospectus relating to the offering by Apollo Funds and Graham Berry Holdings, L.P., of 15 million shares of common stock of the Company. Berry Plastics will not receive any of the proceeds from the sale of shares in this offering. The underwriters will have a 30-day option to purchase up to an additional 2,250,000 shares of common stock from the selling stockholders. The underwriters may sell an aggregate of approximately $300,000 of shares of the Company's common stock to Dr. Jonathan Rich, the Company's chairman and chief executive officer. The underwriters will not receive any underwriting discount on the sale of those shares. The Company's common stock is listed on the New York Stock Exchange under the symbol "BERY." The last reported closing sale price of the Company's common stock on July 16, 2013, was $21.01 per share. Citigroup, BofA Merrill Lynch, Deutsche Bank Securities, Goldman, Sachs & Co., Credit Suisse, Baird and Barclays are acting as joint book-running managers for the offering. SunTrust Robinson Humphrey, Wells Fargo Securities and Apollo Global Securities are acting as co-managers for the offering. A copy of the Amended Form S-1 prospectus is available at: http://is.gd/B2pGgl About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion in total assets, $5.36 billion in total liabilities and a $313 million total stockholders' deficit. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BLOCKBUSTER INC: Converted to Chapter 7 Liquidation --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the liquidation of Blockbuster Inc. won't end with a Chapter 11 plan. What remains of the video retailer, whose business was sold to Dish Network Corp., was converted to liquidation in Chapter 7, where a trustee is appointed automatically. According to the report, Blockbuster sold assets in April 2011 to Dish under a contract with an advertised price of $320 million. After the sale, "old" Blockbuster changed its name to BB Liquidating Inc. With the case officially transferred to Chapter 7 on July 16, the trustee is getting about $500,000 in cash after $720,000 was used for unpaid expenses of Chapter 11 and for secured claims. About Blockbuster Inc. Blockbuster Inc., the movie rental chain with a library of more than 125,000 titles, along with 12 U.S. affiliates, initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23, 2010. It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the U.S. Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. The Official Committee of Unsecured Creditors retained Cooley LLP as its counsel. In April 2011, Blockbuster conducted a bankruptcy court-sanctioned auction for all the assets. Dish Network Corp. won with an offer having a gross value of $320 million. The Debtor changed its name from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased all assets, including the trade name. CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off -------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 90.23 cents-on-the-dollar during the week ended Friday, July 19, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 1.07 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018. The bank debt carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 236 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company incurred a $823.30 million net loss in 2010. The Company's balance sheet at March 31, 2013, showed $27.47 billion in total assets, $28.03 billion in total liabilities, and a $560 million total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's lowered the Speculative Grade Liquidity rating of Caesars to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's said that it lowered its corporate credit ratings on Caesars and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CAPITOL CITY: Amended Q1 Financials Show $819K Net Loss ------------------------------------------------------- Capitol City Bancshares, Inc., amended its quarterly report on Form 10-Q for the period ended March 31, 2013. The amendment was filed to reflect an adjustment to the Company's books based upon management's continuing investigation of the previously disclosed employee fraud loss. After further consideration regarding receivables for an insurance claim on employee fraud loss, it was determined the amount included as a receivable for $833,000 should be written off and recorded as an expense, until the validity and amount of the receivable is confirmed by the Company's insurance carrier. As restated, the Company's statements of operations reflect a net loss of $819,297 on $3.02 million of total interest income for the three months ended March 31, 2013, as compared with a net loss available to common shareholders of $36,297 on $3.02 million of total interest income for the quarter. As of March 31, 2013, the Company had $299.23 million in total assets, $291.86 million in total liabilities and $7.37 million in total stockholders' equity. The Company originally reported $300.06 million in total assets, $291.86 million in total liabilities and $8.20 million in total stockholders' equity. A copy of the Form 10-Q/A is available for free at: http://is.gd/kG7yvL About Capitol City Atlanta, Georgia-based Capitol City Bancshares, Inc., was incorporated under the laws of the State of Georgia for the purposes of serving as a bank holding company for Capitol City Bank and Trust Company. The Bank operates a full-service banking business and engages in a broad range of commercial banking activities, including accepting customary types of demand and timed deposits, making individual, consumer, commercial, and installment loans, money transfers, safe deposit services, and making investments in U.S. government and municipal securities. Capitol City Bancshares disclosed a net loss of $1.73 million in 2012, as compared with a net loss of $1.59 million in 2011. Nichols, Cauley and Associates, LLC, in Atlanta, Georgia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company is operating under regulatory orders to, among other items, increase capital and maintain certain levels of minimum capital. As of Dec. 31, 2012, the Company was not in compliance with these capital requirements. In addition to its deteriorating capital position, the Company has suffered significant losses related to nonperforming assets, and has significant maturities of liabilities within the next twelve months. These matters raise substantial doubt about the ability of Capitol City and subsidiaries to continue as a going concern CARBON BEACH: Court Dismisses Chapter 11 Bankruptcy Case -------------------------------------------------------- The Hon. Geraldine Mund of the U.S. Bankruptcy Court for the Central District of California has dismissed, at the behest of Carbon Beach Partners, LLC, the Debtor's Chapter 11 bankruptcy case. On May 14, 2013, the Debtor sought an order dismissing its bankruptcy case on grounds that it no longer has any viable business to reorganize and no assets to administer. "Accordingly, there is no purpose for conversion to Chapter 7 and dismissal of the case is appropriate," Cynthia Futter, Esq., at Futter-Wells, P.C., the attorney for the Debtor, said. During the course of the bankruptcy case, various claims and adversary actions were filed between and among the Debtor, Builder's Bank, Mark Ross -- the manager of the Debtor at that time -- and Robb Evans & Associates, LLC, the receiver. According to Ms. Futter, the Debtor has settled each of these actions as they relate to the Debtor, and the Debtor's estate will not receive any funds from the settlements. The Debtor has also resolved all outstanding claims objections, Ms. Futter added. "The Debtor no longer has any viable business to reorganize and no estate to administer. Now that Debtor has disposed of its assets and settled outstanding claims, nothing remains for Debtor to do in this case. Because Debtor's estate possesses no assets, conversion to a Chapter 7 would be impractical and not in the best interest of Debtor's creditors," Ms. Futter stated. About Carbon Beach Partners Calabasas, California-based Carbon Beach Partners, LLC, owns an eight-unit, luxury condominium complex consisting of approximately 41,000 square feet, in Malibu, California. Carbon Beach filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 09-24657) on Nov. 3, 2009, Judge Geraldine Mund presiding. Cynthia Futter, Esq., at Futter-Wells PC, and Anne Wells, Esq., represent the Debtor. The Company disclosed $21,000,004 in assets and $17,463,557 in liabilities as of the Chapter 11 filing. Robb Evans & Associates, LLC, is the appointed receiver in the Debtor's case. CENGAGE LEARNING: Sec. 341(a) Meeting Adjourned to Sept. 9 ---------------------------------------------------------- The meeting of creditors of Cengage Learning, Inc., et al., pursuant to Section 341 of the Bankruptcy Code has been adjourned to September 9, 2013 at 2:00 p.m. (prevailing Eastern Time). The meeting will take place at the Office of the United States Trustee for the Eastern District of New York, at 271-C Cadman Plaza East - Room 4529, in Brooklyn, New York. Ross M. Kwasteniet, Esq., Jonathan S. Henes, Esq., and Christopher Marcus, at Kirkland & Ellis Llp And Kirkland & Ellis International LLP, in New York; and James H.M. Sprayregen, Esq., and Ross M. Kwasteniet, Esq., at KIRKLAND & ELLIS LLP and KIRKLAND & ELLIS INTERNATIONAL LLP, in Chicago, Illinois, filed the notice with the U.S. Bankruptcy Court for the Eastern District of New York on behalf of the Debtors. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. Apax Partners LLP bought Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion transaction. The acquisition was funded in part with $5.6 billion in new debt financing. Cengage Learning Inc. filed a petition for Chapter 11 reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2, 2013, in Brooklyn, New York, after signing an agreement where holders of $2 billion in first-lien debt agree to support a reorganization plan. The plan will eliminate more than $4 billion of $5.8 billion in debt. First-lien lenders who signed the so-called plan-support agreement include funds affiliated with BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second- lien creditors and holders of unsecured notes aren't part of the agreement. The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard Freres & CO. LLC as financial advisor, Alvarez & Marsal North America, LLC, as restructuring advisor, and Donlin, Recano & Company, Inc., as claims and notice agent. A nine-member official committee of unsecured creditors has been appointed in the Debtors' Chapter 11 cases. CENGAGE LEARNING: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------ Tracy Hope Davis, the U.S. Trustee for Region 2, appointed nine unsecured creditors who are willing to serve on the Official Committee of Unsecured Creditors of Cengage Learning, Inc., and its debtor affiliates: 1. Wilmington Trust National Association 50 South Sixth Street, Suite 1290 Minneapolis, Minnesota 55402 Attn: Julie Becker Tel: (612) 217-5628 2. Wells Fargo Bank National Association 150 East 42nd Street, 40th Floor New York, New York 10017 Attn: James R. Lewis Tel: (717) 260-1576 3. The Booksource 1230 Macklind Avenue St. Louis, Missouri 63110 Attn: Mark Rygelski Tel: (314) 881-6204 4. Benneit Management Corporation 2 Stamford Plaza, Suite 1501 281 Tresser Boulevard Stamford, Connecticut 06901 Attn: John V. Koerber Tel: (203) 353-3101 5. RR Donnelley & Sons Company 4101 Winfield Road Warrenville, Illinois 60555 Attn: Dan Pevonka Tel: (630) 322-6931 6. Gary B. Shelly 1147 Sandra Circle Corona, California 92881 Tel: (714) 501-3931 7. Carl. S. Warren 315 Red Oak Trail Athens, Georgia 30606 Tel: (706) 338-1422 8. BOKF, NA d/b/a Bank of Oklahoma 1 Williams Center Tulsa, Oklahoma 74172 Attn: Cynthia Wilkinson Tel: (918) 588-6043 9. Central National-Gottesman Inc. 3 Manhattanville Road Purchase, New York 10577-2110 Attn: Paul T. Butrym Tel: (914) 696-9000 The U.S. Trustee is represented by Marylou Martin, Esq., Trial Attorney, in Brooklyn, New York. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. Apax Partners LLP bought Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion transaction. The acquisition was funded in part with $5.6 billion in new debt financing. Cengage Learning Inc. filed a petition for Chapter 11 reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2, 2013, in Brooklyn, New York, after signing an agreement where holders of $2 billion in first-lien debt agree to support a reorganization plan. The plan will eliminate more than $4 billion of $5.8 billion in debt. First-lien lenders who signed the so-called plan-support agreement include funds affiliated with BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second- lien creditors and holders of unsecured notes aren't part of the agreement. The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard Freres & CO. LLC as financial advisor, Alvarez & Marsal North America, LLC, as restructuring advisor, and Donlin, Recano & Company, Inc., as claims and notice agent. CENTRAL FALLS, RI: Moody's Hikes GO Rating to B1 on Bankr. Exit --------------------------------------------------------------- Moody's Investors Service has upgraded the City of Central Falls' (RI) general obligation rating to B1 from B2, affecting $13.7 million in outstanding general obligation bonds; the outlook remains positive. Moody's has also affirmed the Ba1 underlying rating on the Rhode Island Health and Educational Building Corporation's (RIHEBC) Series 2007B bonds, affecting $1.3 million in rated RIHEBC pooled debt; the outlook is stable. Ratings Rationale: The upgrade to B2 reflects the city's successful emergence from Chapter 9 bankruptcy and transition to local control following the adoption of a bankruptcy plan and its acceptance by the federal court. The bankruptcy process has resulted in a significant reduction in the financial pressure related to employee salaries, pensions and healthcare. The rating also incorporates Moody's expectation that the city will continue to make general obligation debt service payments, given the state law creating a priority lien for general obligation bondholders and the absence of challenges to the payments by other creditors. Despite the city's exit from bankruptcy, it continues to face significant challenges from growing expenditures and projected weak revenue growth, including the loss of an annual Impact Fee payment and back taxes owed from the Wyatt Detention Center. The city also has a limited and declining tax base characterized by weak socioeconomic indicators, including the highest poverty rate in the state, and an elevated debt burden. The positive outlook reflects Moody's expectation that the city will continue to maintain structural balance in its financial operations, in line with the bankruptcy plan and reflected in its six-year financial projections. Moody's also expects the city to continue to fund 100% of its pension ARC, resulting in strengthening funded ratios and reducing the city's unfunded pension liability. The underlying Ba1 rating and stable outlook assigned to RIHEBC's 2007B bonds incorporates Central Falls' underlying general obligation rating as well as the city's limited (6.6%) portion of the pooled debt. A significant amount of debt service (34.22% of the pool) is directly paid to RIHEBC by the State of Rhode Island (GO rated Aa2/negative outlook) and, in addition, the state can intercept additional aid for debt service, providing strong additional security. Additional factors incorporated in the RIHEBC rating are the strong mechanics, included in the RIHEBC pool agreement and historic state support for school construction projects. Proceeds from the 2007B bonds were originally loaned to the four participating units of government to fund various school capital improvement projects. Strengths: - Approval by the federal bankruptcy court of the city's bankruptcy plan without significant challenges to the plan by creditors and transition to local control - Reduced expenditures related to personnel costs and benefits - Active state oversight of the city's financial operations and cash flow with state legal default protection - Implementation of a six-year operating plan which balances budgets from fiscal 2012 through fiscal 2017 Challenges: - Limited tax base and weak demographic profile - Large unfunded pension liabilities, despite significant reductions - Reduced levels of state aid and statutory property tax levy limitation - Elevated debt burden with a significant amount of deferred capital projects Outlook: The positive outlook reflects Moody's expectation that the city's finances will continue to maintain structural balance, in line with the bankruptcy plan and reflected in its six-year financial projections. Moody's also expects the city to continue to fund 100% of its pension ARC, resulting in strengthening funded ratios and reducing the city's unfunded pension liability. What could make the rating go up? - Maintenance of structurally balanced operations and adherence to the six year financial plan - Improved funding for the city's pension plans - Significant decrease in debt burden What could make the rating go down? - Deviation from the six-year financial plan that results in financial deterioration - Inability to improve funding of long-term liabilities including pension and health care - Significant increases in debt burden Rating Methodology The principal methodology used in rating the general obligation debt was General Obligation Bonds Issued by US Local Governments published in April 2013. The principal methodology used in rating the pooled revenue debt was Public Sector Pool Financings published in July 2012. CHEMTURA CORP: New Sr. Notes Due 2021 Gets Moody's 'B1' Rating -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Chemtura Corporation's proposed senior unsecured notes due 2021. The proceeds from the proposed notes, along with existing balance sheet cash, will be used to pay for the portion of its outstanding 7.875% senior unsecured notes due 2018 that were successfully tendered and fees associated with the tender process. The firm is also prepaying $50 million of its term loan B due 2016. The rating outlook is stable. Chemtura Corporation Rating assigned: Senior unsecured notes due 2021 - B1 (LGD5, 72%) Change in loss-given-default rate: Sr sec term loan B due 2016 - Ba1 (LGD2, 23%) from Ba1 (LGD2, 25%) Ratings Rationale: Chemtura is taking advantage of the low interest rate environment to refinance high coupon debt. The notes due 2018 are not currently callable, so the firm tendered for the notes, receiving tenders with respect to approximately $354 million aggregate principal amount of notes. It also has elevated cash balances that can be used to pay fees and costs associated with the tender process, as a result of selling its Antioxidant and UV Stabilizer business in May 2013, for $200 million (including the assumption of certain liabilities). The refinancing will not materially impact the firm's leverage, but lowers its interest expense. Leverage was 3.6x as of March 31, 2013, including Moody's analytical adjustments, which add $530 million to debt for unfunded pensions and operating leases (prior to its most recent divestiture). Chemtura's Ba3 CFR reflects its conservative approach to leverage, size, and business profile supported by product, operational and geographic diversity. The company has improved its profit margins in all four business segments from 2010 to 2012 through restructuring activities, better execution of its strategy and sales volume growth. Chemtura most recently sold its antioxidants and UV stabilizer business, after which it has a more attractive business portfolio with higher growth potential, less cyclical earnings and higher average margins. Moody's expects ongoing restructuring initiatives and improvements in operations to drive further revenue and profit margin growth in 2013-2014. The rating outlook is stable. Moody's would consider the appropriateness of a higher rating, if the company were to sustainably maintain leverage (Debt/EBITDA) of less than 3.2x and RCF/Debt of 20%. If total adjusted Debt/EBITDA were to rise above 5x on a sustained basis, Moody's could consider a negative rating action. The principal methodology used in this rating was the Global Chemical Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Chemtura Corporation manufactures and sells innovative, application-focused specialty chemical and consumer products offerings to a wide variety of end-use industries, including transportation, construction, energy, agriculture, plastics for durable and non-durable goods, electronics, and pool and spa chemicals. The company's principal executive offices are located in Philadelphia, Pennsylvania and Middlebury, Connecticut. Net sales for the year ended March 31, 2013, were $2.6 billion. CHEMTURA CORP: S&P Assigns 'BB-' Rating to $400MM Sr. Unsec. Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its 'BB-' issue-level rating and '3' recovery rating to Middlebury, Conn.- based Chemtura Corp.'s proposed $400 million senior unsecured notes due 2021. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. Chemtura will use net proceeds to pay the consideration in a concurrent tender offer being undertaken for the company's 2018 notes and to pay related fees and expenses, including tender premiums and accrued and unpaid interest. In addition, the company intends to repay $50 million of its outstanding term loan with cash on hand when the proposed debt offering is complete. The existing ratings on Chemtura, including the 'BB-' corporate credit rating, are unchanged. The outlook is stable. The ratings on Chemtura Corp. reflect S&P's view of its position as a leading global producer of industrial and specialty chemicals serving various end markets. It also reflects S&P's assessment of the company's business risk profile as "fair" and financial risk profile as "aggressive". The ratings incorporate the vulnerability of Chemtura's operating results to cyclical markets and competitive pricing pressures. These factors are tempered by the company's diversified portfolio of specialty and industrial chemical businesses (generating annual revenues of around $2.5 billion) and the expected benefit to earnings and operating margins from its improving product mix. RATINGS LIST Chemtura Corp. Corporate Credit Rating BB-/Stable/-- New Rating Chemtura Corp. $400M senior unsecured notes BB- due 2021 Recovery Rating 3 CLARK ATLANTA: Moody's Assigns Ba1 Issuer Rating, Stable Outlook ---------------------------------------------------------------- Moody's Investors Service has assigned a Ba1 issuer rating to Clark Atlanta University. With the full redemption of the Series 1995 revenue bonds in January 2013, the issuer rating will be the sole published rating that Moody's maintains for the university. The outlook has been revised to stable from negative reflecting management's demonstrated ability to effectively respond to revenue challenges and maintain healthy operating cash flow. Rating Rationale The Ba1 rating reflects the university's favorable history of donor support, improved cash flow in support of debt service, as well as limited borrowing plans despite ongoing capital needs. These credit strengths are offset by the university's challenging market position with strong competition from private and public universities and relatively limited financial resource base, as well as the potential credit impact of the stressed operations of the ADA/CAU Partners student housing project on the university. Depending on the ongoing health of the project, the university could consider a range of responses to support its broader goal of having safe and secure housing for its students. The stable outlook reflects management's proven track record of prudent fiscal management and ability to adjust expenses in light of enrollment declines. In spite of recent enrollment declines, the university has improved its operating cash flow, financial resources, and liquidity. Strengths - Solid market niche as a historically black institution in Atlanta, Georgia with an applied studies and research focus. - Strong financial management with a proven track record of stringent expense control and enhanced financial controls and reporting. - Improved operating performance in spite of enrollment declines and stagnant operating revenues resulting from careful expense control. Operating cash flow of 14.3% in FY 2012 proves a sharp contrast to the 10.3% in FY 2009, with debt service coverage increasing to 2.3 times from 1.2 times over the same period. - Substantial donor support with gift revenue averaging $6.2 million over the last three years (FY 2010-FY 2012). - Relatively diverse revenue streams, with reliance on student charges at 74% in FY 2012. Revenue diversity is aided by research enterprise with $9.1 million in research expenses in FY 2012. Challenges - Competitive market environment for students as indicated by a very low 16% yield rate for the fall 2012 freshmen class and low net tuition per student of $15,928. - Third-party student housing project on the university's campus under economic distress. The project tapped its debt service reserve fund in FYs 2010, 2011, and 2012, and has tripped its coverage covenant resulting in an event of default. The bond insurer has not elected to accelerate the debt at this time. Although Moody's does not include the $49.8 million of debt in its calculation of the university's direct debt, Moody's notes the linkage as the project comprises approximately half of the university's housing stock. - Dependence on federal funding through grants and contracts (16.2%) and for financial aid, as well as related exposure to federal fiscal pressures or budget delays. - Modest financial resource base relative to operations. At the end of FY 2012, expendable financial resources of $38.4 million cushioned operations by 0.44 times. - Ongoing capital needs with age of plant at 13.9 years. Outlook: The stable outlook reflects management's proven track record of prudent fiscal management and ability to adjust expenses in light of enrollment declines, lack of borrowing plans and expectations of continued donor support . What Could Make The Rating Go UP Improvement in student market position; growth in financial resources through fundraising, sponsored programs and operating surpluses; limited future borrowing. What Could Make The Rating Go DOWN Decline in net tuition revenue; material increase in debt; weakened operating performance from support of the ADA/CAU project or other sources; decline in financial resources or debt service coverage Methodology The principal methodology used in this rating was U.S. Not-for- Profit Private and Public Higher Education published in August 2011. CLEAR CHANNEL: Bank Debt Trades at 6% Off ----------------------------------------- Participations in a syndicated loan under which Clear Channel Communications is a borrower traded in the secondary market at 93.94 cents-on-the-dollar during the week ended Friday, July 19, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 1.56 percentage points from the previous week, The Journal relates. Clear Channel Communications pays 365 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 30, 2016. The bank debt carries Moody's Caa1 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 236 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Clear Channel Communications San Antonio, Texas-based Clear Channel Communications, Inc., an indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is one of the leading global media and entertainment companies specializing in radio, digital, outdoor, mobile, live events, and on-demand entertainment and information services for local communities and providing premier opportunities for advertisers. CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a global media and entertainment company. Its businesses include radio and outdoor displays. Clear Channel's balance sheet at March 31, 2013, showed $15.51 billion in total assets, $23.72 billion in total liabilities and a $8.20 billion total shareholders' deficit. * * * In May 2013, Moody's Investors Service said that Clear Channel's upsize of the term loan D to $4 billion from $1.5 billion will not impact the Caa1 facility rating assigned. Clear Channel's Corporate Family Rating is unchanged at Caa2. The outlook remains stable. In May, Standard & Poor's Ratings Services also announced that its issue-level rating on San Antonio, Texas-based Clear Channel's senior secured term loan remains unchanged at 'CCC+' following the company's upsize of the loan to $4 billion from $1.5 billion. The rating on parent company CC Media Holdings remains at 'CCC+' with a negative outlook, which reflects the risks surrounding the long- term viability of the company's capital structure. COLDWATER PORTFOLIO: Wal-Mart Shadow Stores Get Plan Approved ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Coldwater Portfolio Partners LLC, the owner of 37 properties known as shadow retail centers, has an approved Chapter 11 plan. A bankruptcy judge in South Bend, Indiana, signed the confirmation order July 17. According to the report, because few other creditors were affected by the plan developed by Coldwater and the secured lender owed $89.3 million, the judge allowed compression of the plan-approval process by dispensing with separate hearings for approval of a disclosure statement and the plan. Instead, the vote of creditors was taken before the disclosure was approved. Consequently, the judge at one hearing determined that disclosure was adequate. Separately, he approved the plan. The report relates that the Debtor's properties will be transferred to a liquidating trust, with sale proceeds earmarked for the lenders. The lenders may choose to buy the properties using debt rather than cash. Unsecured creditors with $225,000 in claims are to be paid 44 percent. The properties were financed with a loan in the original principal amount of $74.3 million with U.S. Bank NA serving as trustee for the securitization that owns the loans. The loans are serviced by Torchlight Investors LLC. About Coldwater Portfolio Coldwater Portfolio Partners LLC filed a voluntary Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012. CPP, a limited liability company organized under the laws of the state of Delaware, was formed in January 2006 with the purpose of owning and operating 38 commercial real estate properties. The majority of the properties are shadow retail centers located adjacent to Wal-Mart Supercenters throughout the Midwest and Southern States. The Debtor has developed relationships with nationwide retailers who operate local stores at the Shadow Retail Centers, including Dollar Tree, Game Stop, Sally Beauty, and Fashion Bug. The Shadow Retail Centers are particularly attractive commercial retail properties with business arising from the Wal-Mart customer traffic. Bankruptcy Judge Harry C. Dees, Jr., oversees the case. Forrest B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill & Stelle LLC, serve as the Debtor's counsel. Variant Capital Advisors LLC provides investment banking services to the Debtor. CPP estimated assets of $10 million to $50 million and debts of $50 million to $100 million. CPP is a subsidiary of CPP Holdings LLC. Kenneth S. Klein, manager of CPP, signed the Chapter 11 petition. A related entity, Coldwater Portfolio Partners II, LLC, owns and operates nine shadow retail centers in the Midwest and Southern United States. Klein Retail Centers, Inc. is the parent of Coldwater II. COMARCO INC: Executives Voluntarily Cut Salaries by 20% ------------------------------------------------------- The executive officers of Comarco, Inc., volunteered to temporarily reduce their salaries by 20 percent effective July 12, 2013, as part of ongoing efforts to reduce Company expenses. The temporary cost reduction measure is being implemented in conjunction with an allowance for the executive officers to take prescribed amounts of unpaid time off. The Board of Directors of the Company ratified these adjustments to executive officer compensation on July 17, 2013. The projected annualized salaries of the Company's named executive officers, assuming this temporary measure were to last one year, would be as follows: Thomas Lanni, president and chief executive officer $184,005, Alisha Charlton, vice president and chief accounting officer $141,290, and Donald McKeefery, vice president and chief operating officer, $148,013. About Comarco Inc. Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO) -- http://www.comarco.com/-- is a provider of innovative, patented mobile power solutions that can be used to power and charge notebook computers, mobile phones, and many other rechargeable mobile devices with a single device. Comarco disclosed a net loss of $5.59 million on $6.33 million of revenue for the year ended Jan. 31, 2013, as compared with a net loss of $5.31 million on $8.06 million of revenue for the year ended Jan. 31, 2012. As of April 30, 2013, the Company had $3.86 million in total assets, $11.05 million in total liabilities and a $7.19 million total shareholders' deficit. Squar, Milner, Peterson, Miranda & Williamson, 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 and negative cashflow from operations, has negative working capital and uncertainties surrounding the Company's ability to raise additional funds. These factors, among others, raise substantial doubt about its ability to continue as a going concern. COMMUNITY CHOICE: S&P Revises Outlook to Stable & Affirms 'B-' ICR ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its rating outlook on Community Choice Financial Inc. (CCFI) to stable from negative and affirmed the 'B-' long-term issuer credit rating. "The outlook revision reflects our view that CCFI has reduced its near-term legislative risk in Ohio by changing its products offerings in the state," said Standard & Poor's credit analyst Igor Koyfman. In December 2012, the Elyria Municipal Court determined that a single-payment loan offered by CCFI's competitor didn't comply with the Ohio Mortgage Loan Act (OMLA). CCFI's competitor appealed, and in April 2013 Ohio's Supreme Court announced it would hear the case. However, S&P believes that even if the ruling is upheld and CCFI is precluded from offering single-payment loans under the OMLA in Ohio, it will continue operate profitably in the state. S&P's ratings on CCFI reflect the company's exposure to legislative and regulatory risks, geographic concentration in California and Ohio, negative tangible equity, higher leverage and lower interest coverage compared with peers', and significant private equity ownership. The company's proven ability to make acquisitions and to fill revenue gaps through its financial products, well-managed credit risk, adequate funding and liquidity, and relatively stable earnings partly offset its weaknesses. The stable outlook reflects S&P's expectation that CCFI will effectively manage legislative risks in Ohio and maintain adequate cash flow and liquidity. S&P could lower the rating if CCFI's credit measures deteriorate significantly as a result of adverse legislative or regulatory actions, weaker-than-expected operating results, or if a large debt-funded acquisition does not produce proportionate EBITDA. Specifically, S&P could lower the rating if it expects debt to adjusted EBITDA to exceed 6.0x or EBITDA to interest expense to fall below 1.5x on a sustained basis. (S&P adjusts debt for operating leases and EBITDA for nonrecurring items.) S&P could raise the rating if CCFI continues to improve its product and geographic diversification. For instance, if the top four to five states represented less than 50% of the company's total earnings contribution, it would indicate that the company is making progress on diversifying geographically. An upgrade would also depend on the company's ability to improve debt to adjusted EBITDA to below 4.5x and EBITDA to interest expense to above 2.0x on a sustained basis. COMMUNITY TOWERS: Taps William L. Conti as Litigation Counsel ------------------------------------------------------------- Community Towers I, LLC, et al., ask the U.S. Bankruptcy Court for the Northern District of California for permission to employ the Law Office of William L. Conti as litigation counsel. After a hearing on March 5, 2013, the Court entered an order conditionally granting CIBC Inc.'s second motion for stay relief. The conditional stay order provides, inter alia, that the automatic stay will be lifted if the Debtors fail to pay CIBC in full of all allowed amounts allowed in connection with its secured claims in the bankruptcy cases by Sept. 1, 2013. CIBC is the holder of a first deed of trust on the Debtors' commercial real property located in San Jose, California commonly known as the Community Towers. The Debtors anticipate that CIBC will contest the Debtors' request to extend the automatic stay as well as the Debtors' attempt to confirm a plan, and the Debtors require counsel to litigate the matters. Conti will provide services with respect to litigating contested matters in the bankruptcy cases. Specifically, Conti will, among other things: -- appear at and argue any motion to extend the automatic stay; -- prepare for and conduct the hearing on any disclosure statement filed by the Debtors; -- prepare for and conduct the hearing on confirmation of any plan, including, but not limited to, briefing, preparation of witnesses, direct and cross-examination and argument. For avoidance of doubt, Conti will not duplicate any services provided by Dorsey & Whitney LLP, the Debtors' general bankruptcy counsel. The hourly rates of Conti's personnel are: William L. Conti $395 Law Clerks/Paralegals $75 Conti has received an advance retainer of $100,000 for its representation of the Debtors as litigation counsel. About Community Towers I Community Towers I LLC is a real estate investment company. Community Towers I LLC and various affiliates -- Community Towers II, LLC, Community Towers III, LLC, Community Towers IV, LLC -- filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No. 11-58944) on Sept. 26, 2011, in San Jose, California. Community Towers I disclosed $51,939,720 in assets and $39,479,784 in liabilities as of the Chapter 11 filing. In March 2013, the Court denied confirmation of the Debtors' Joint Chapter 11 Plan. Creditor CIBC Inc., voted against the Joint Plan and opposed confirmation contending that the Joint Plan: (1) improperly includes a third party release in violation of Section 524; (2) violates Section 1129(a)(11) because it is not feasible; and (3) is not fair and equitable to CIBC because the interest rate proposed to be paid is inadequate to compensate CIBC for the risk inherent in its loan to Debtors. The Debtors employed John Walshe Murray, Esq., at Dorsey & Whitney LLP as counsel, in substitution for Murray & Murray, A Professional Corporation. CORNERSTONE HOMES: New York Homebuilder Files Prepacked Plan ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Cornerstone Homes Inc., a homebuilder from Corning, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-21103) on July 15 in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. According to the report, the company owns 728 properties and has 398 under contract. Four secured lenders with $21.8 million in claims are to be paid in full and didn't vote on the plan. The report notes that unsecured creditors are chiefly composed of noteholders with $14.5 million in claims. They will receive a note for $1 million, bearing 2 percent interest and maturing in 10 years. The note will be paid from sale proceeds. There will be a hearing on July 19 for the bankruptcy judge to schedule a hearing to determine if disclosure materials were adequate and consider signing a confirmation order approving the plan. DC DEVELOPMENT: Taps Tranzon Fox as Real Estate Auctioneer ---------------------------------------------------------- D.C. Development, LLC, et al. ask the U.S. Bankruptcy Court for the District of Maryland for permission to employ Fox & Associates, Inc. t/a Tranzon Fox as real estate auctioneer for the sale of various parcels of unencumbered real property. Prior to the Petition Date, the Debtor held title to a substantial amount of real estate in Garrett County, Maryland. Throughout the case, the Debtor has endeavored to sell the real estate for the benefit of its creditors and estate. The Debtor still owns these unencumbered parcels of real property located in McHenry, Maryland: (1) 257.559 acres on Shingle Camp Road, (2) .15 acres on Hoyes Run Road, (3) Fantasy Valley Lots 11 and 14, (4) 2.676 acres of open space at Fantasy Valley, (5) Waters Edge at Wisp Lot 17, and (6) a portion of the 5.1 acres Villages of Wisp lease. The Debtors closed the sale of substantially all of the assets in the jointly administered case in December 2012. DC Development is presently liquidating its remaining assets to wind down the bankruptcy case. The Debtor needs Tranzon to liquidate the remaining unencumbered real property. The anticipated proceeds from the sale will fund distributions to administrative, priority, and unsecured creditors with allowed claims in the case The salient terms of the engagement are: 1. Commission -- Tranzon will earn a commission of five percent, which will be added to the high bid as a buyer's premium and included in the total purchase price to be paid by the buyer. 2. Cooperation Fee -- Tranzon proposes a one and one-half percent cooperation fee to agents who represent buyers that subsequently close on the sale of the Parcels. Tranzon will pay this fee from the above proposed commission. 3. Cancellation -- if the sale is canceled or postponed for any reason other than the sale of (and closing on) the parcels to a third party, the Debtor will pay Tranzon a fee or charge of $2,000, plus actual advertising expenses incurred in connection with the sale. 4. Marketing -- upon Court approval of Tranzon's employment, the Debtor will fund a marketing budget of $14,700, which will be used by Tranzon solely for the marketing and advertising of the Parcels for sale. No fees or commissions will be taken from these funds. 5. Timeframe -- upon Court approval of Tranzon's employment, Tranzon will schedule the sale within a 5-6 week time period. To the best of the Debtors' knowledge, Tranzon is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Wisp Resort et al. Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort Development, Inc., and The Clubs at Wisp, LLC, operated a ski resort and real estate development companies located in Garrett County, Maryland generally known as Wisp Resort. The Wisp Resort comprises approximately 2,200 acres of master planned and fully entitled land, 32 ski trails covering 132 acres of skiable terrain with 12 lifts and two highly-rated golf courses. Financial problems were caused by a guarantee given to Branch Banking & Trust Co. to secure a $29.6 million judgment the bank obtained on a real estate development within the property. Recreational Industries, D.C. Development, Wisp Resort Development and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 11-30548) on Oct. 15, 2011, after defaulting on nearly $30 million in loans from BB&T Corp. to build the golf course community. D.C. Development disclosed $91,155,814 in assets and $46,141,245 in liabilities as of the Chapter 111 filing. The Debtors engaged James A. Vidmar, Esq. at Logan, Yumkas, Vidmar & Sweeney LLC as counsel and tapped Invotex Group as financial restructuring consultant. SSG Capital Advisors, LLC, serves as exclusive investment banker to the Debtors. The Official Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel. In December 2012, the Bankruptcy Court approved the sale of the Wisp resort to EPT Ski Properties, a unit of EPR Properties, for $23.5 million. The judge also approved the sale of a golf course and other land to National Land Partners for $6.1 million. In January 2013, Bankruptcy Judge Wendelin I. Lipp gave his stamp of approval on a stipulation and consent order modifying a previous ruling that allowed D.C. Development to sell a property in McHenry, Maryland, and disburse sales commission. MVB Bank and Logan/Frazee/Yudelevit are counterparties to the stipulation. DC Development sold the 181 Kendall Camp Circle property free and clear of liens, claims, encumbrances and interest, for $485,000. DETROIT, MI: S&P Lowers Rating on GO Debt to 'C'; Outlook Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating on Detroit, Mich.'s limited- and unlimited-tax general obligation (GO) debt to 'C' from 'CC'. The outlook is negative. "The downgrade reflects the city's position as the subject of a bankruptcy petition, as of July 18, 2013," said Standard & Poor's credit analyst Jane Ridley. "The negative outlook reflects our expectation that, given the Emergency Manager's statements regarding debt restructuring, actions taken to date, and negotiations currently underway with bondholders, we could lower the rating in the one-year time horizon of the outlook," added Ms. Ridley. DEX MEDIA WEST: Bank Debt Trades at 16% Off ------------------------------------------- Participations in a syndicated loan under which Dex Media West LLC is a borrower traded in the secondary market at 84.20 cents-on- the-dollar during the week ended Friday, July 19, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 1.14 percentage points from the previous week, The Journal relates. Dex Media West LLC pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 24, 2016. The bank debt is withdrawn by Moody's and not rated by Standard & Poor's. The loan is one of the biggest gainers and losers among 236 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Dex One Dex One Corp., headquartered in Cary, North Carolina, is a local business marketing services company that includes print directories and online voice and mobile search. The company employs 2,200 people across the United States. Dex One provides print yellow pages directors, which it co-brands with other recognizable brands in the industry, including Century Link and AT&T. It also provides the yellow pages websites DexKnows.com and DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral. Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a prepackaged plan of reorganization designed to effectuate a merger with SuperMedia Inc. Dex One disclosed total assets of $2.84 billion and total liabilities of $2.79 billion as of Dec. 31, 2012. Houlihan Lokey is acting as financial advisor to Dex One, and Kirkland & Ellis LLP is acting as its legal counsel. Pachulski Stang Ziehl & Jones LLP is co-counsel. Epiq Systems serves as claims agent. This is Dex One's second stint in Chapter 11. Its predecessor, R.H. Donnelley and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., sought Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852) on May 28, 2009. They emerged from bankruptcy on Jan. 29, 2010. On the Effective Date and in connection with its emergence from Chapter 11, RHD was renamed Dex One Corporation. As of Dec. 31, 2012, persons or entities directly or indirectly own, control, or hold 5% or more of the voting securities of Dex One are Franklin Advisers, Inc., Hayman Capital Management LP, Robert E. Mead, Restructuring Capital Associates LP, Paulson & Co., Inc., and Mittleman Investment Management LLC. DIGITAL ANGEL: CEO Held 64% Equity Stake at July 8 -------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Scott R. Silverman disclosed that as of July 8, 2013, he beneficially owned 6,173,409 shares of common stock of Digital Angel Corporation representing 64 percent of the shares outstanding. Mr. Silverman is currently a director and chief executive officer of Digital Angel. A copy of the regulatory filing is available for free at http://is.gd/C7RGuT About Digital Angel Headquartered in New London, Connecticut, Digital Angel Corporation has two business segments, Digital Games and Signature Communications. Digital Games designs, develops and plans to publish consumer applications and mobile games for tablets, smartphones and other mobile devices. Signature Communications is a distributor of two-way communications equipment in the U.K. Products offered range from conventional radio systems used by the majority of SigComm's customers, for example, for safety and security uses and construction and manufacturing site monitoring, to trunked radio systems for large scale users, such as local authorities and public utilities. Digital Angel reported a net loss of $6.38 million on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $10.33 million on $0 of revenue during the prior year. As of March 31, 2013, the Company had $1.85 million in total assets, $3.89 million in total liabilities and a $2.04 million total stockholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring net losses, and at Dec. 31, 2012, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. DIGITAL ANGEL: President Held 12% Equity Stake at July 8 -------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Randolph Geissler disclosed that as of July 8, 2013, he beneficially owned 1,124,218 shares of common stock of Digital Angel Corporation representing 12 percent of the shares outstanding. Mr. Geissler is currently the president of Digital Angel. A copy of the regulatory filing is available for free at: http://is.gd/SoGsCv About Digital Angel Headquartered in New London, Connecticut, Digital Angel Corporation has two business segments, Digital Games and Signature Communications. Digital Games designs, develops and plans to publish consumer applications and mobile games for tablets, smartphones and other mobile devices. Signature Communications is a distributor of two-way communications equipment in the U.K. Products offered range from conventional radio systems used by the majority of SigComm's customers, for example, for safety and security uses and construction and manufacturing site monitoring, to trunked radio systems for large scale users, such as local authorities and public utilities. Digital Angel reported a net loss of $6.38 million on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $10.33 million on $0 of revenue during the prior year. As of March 31, 2013, the Company had $1.85 million in total assets, $3.89 million in total liabilities and a $2.04 million total stockholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring net losses, and at Dec. 31, 2012, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. DOGWOOD PROPERTIES: Banks Object to Adequacy of Plan Disclosures ---------------------------------------------------------------- Independent Bank, Magna Bank, Commercial Bank and Trust Company, object to the adequacy of the disclosure statement explaining Dogwood Properties, G.P.'s Chapter 11 Plan and ask the U.S. Bankruptcy Court for the Western District of Tennessee to deny the Disclosure Statement. Independent Bank complained that the liquidation analysis in connection with the Disclosure Statement provides no information concerning the assets of the general partners. The Debtor is a general partnership and the information is necessary for the Court to evaluate whether the Debtor's Plan satisfies Section 1129(a)(7) of the Bankruptcy Code. Magna Bank and Commercial Bank complained that the Disclosure Statement does not contain any meaningful financial information, evaluations and projections with regard to the Debtor's projected future outlook. The Debtor, according to Magna, also fails to provide sufficient financial information regarding operating costs, future repairs and maintenance costs, future tax obligations, and other information necessary to determine whether the Debtor's monthly cash flow will be sufficient to keep Debtor's business a viable going concern. The Plan provides that the Debtor continue operating under existing management. Brad Rainey, individually, will remain the president of the Debtor. The Debtor's property will be managed by Reed & Associates and members of the Debtor's staff. The Plan provides that claims will be paid from future operations and the collection of rents. The Court will convene a hearing to consider the adequacy of the Disclosure Statement on July 17, 2013, at 10:00 a.m. James E. Bailey III, Esq. -- jeb.bailey@butlersnow.com -- at Butler, Snow, O'mara, Stevens & Cannada, PLLC, in Memphis, Tennessee, represents Independent Bank. E. Franklin Childress, Jr., Esq. -- fchildress@bakerdonelson.com - - and M. Ruthie Hagan, Esq. -- rhagan@bakerdonelson.com at Baker Donelson Bearman Caldwell & Berkowitz, PC, in Memphis, Tennessee, represent Magna Bank and Commercial Bank. About Dogwood Dogwood Properties, G.P., owns and operates 110 single-family rental homes, all located in Shelby and DeSoto counties in Tennessee. The total value of its real estate holdings is estimated to be $9,985,000. Dogwood has nine secured lenders who are owed a total of approximately $14,486,000. Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21712) on Feb. 16, 2013. Judge Jennie D. Latta presides over the case. Gotten, Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel. DYNAVOX INC: Terminates Registration of Securities -------------------------------------------------- DynaVox Inc. filed a post-effective amendment to its Form S-3 registration statement which originally registered 20,451,648 shares of Class A common stock, par value $0.01 per share. The purpose of the Amendment was to remove from registration the 18,685,958 Shares that remain unsold at the termination of the offering covered by the Registration Statement. A copy of the filing is available for free at http://is.gd/rPVMoX DynaVox separately filed a post-effective amendment to its registration statement on Form S-8 which originally registered 3,550,000 shares of Class A common stock, par value $0.01 per share available for issuance under the DynaVox Inc. 2010 Long-Term Incentive Plan. The Company removes from registration the 2,545,047 Shares that remain unsold at the termination of the offering covered by the Registration Statement. A copy of the filing is available for free at http://is.gd/VYjmix About DynaVox Inc. DynaVox Inc. (OTC: DVOX) is a holding Company with its headquarters in Pittsburgh, Pennsylvania, whose primary operating entities are DynaVox Systems LLC and Mayer-Johnson LLC. DynaVox provides speech generating devices and symbol-adapted special education software to assist individuals in overcoming their speech, language and learning challenges. The Company reported a net loss of $6.7 million on $51.1 million of net sales for the thirty-nine weeks ended March 29, 2013, compared with a net loss of $13.3 million on $73.4 million of net sales for the thirty-nine weeks ended March 30, 2012. The Company's balance sheet at March 29, 2013, showed $52.3 million in total assets, $37.2 million in total liabilities, and stockholders' equity of $15.1 million. The Company said in its quarterly report for the period ended March 29, 2013, "We are in default under our credit agreement and our lenders have the right to accelerate our obligations at any time, which raises substantial doubt about our ability to continue as a going concern." Bankruptcy Warning "In the event of an acceleration of our obligations and our failure to pay the amount that would then become due, the holders of the 2008 Credit Facility could seek to foreclose on our assets, as a result of which we would likely need to seek protection under the provisions of the U.S. Bankruptcy Code," the Company said in its quarterly report for the period ended March 29, 2013. EASTMAN KODAK: Court Extends Exclusivity to Sept. 19 ---------------------------------------------------- U.S. Bankruptcy Judge Allan Gropper extended the exclusive period during which Eastman Kodak Co. can solicit acceptances for its Chapter 11 reorganization plan to Sept. 19, 2013. 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: Wins Court Approval of Deal with EKRA, Retirees -------------------------------------------------------------- U.S. Bankruptcy Judge Allan Gropper approved on July 18 an agreement among Eastman Kodak Co., EKRA Ltd. and a group of retirees. The parties signed the agreement to resolve issues raised in a motion filed by EKRA on April 30 to appoint a committee that will represent AMR's retired workers. One of these issues is the classification of the retirees' claims under the company's global pension plan, and unfunded retirement plans known as KERIP and KURIP. The deal also resolves the parties' disagreement over the underlying assumptions used by Kodak in calculating the retirees' claims under those pension plans. A copy of the agreement is available for free at http://is.gd/CnLTLf 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: Wins Approval to Reject Contracts with APL, et al. ----------------------------------------------------------------- U.S. Bankruptcy Judge Allan Gropper authorized Eastman Kodak Co. on July 18 to reject its contracts with APL Logistics Ltd., Presstek Inc. and SIRAS.com Inc. The contracts are listed at http://is.gd/iDjxRo The counterparties to the contracts have 30 days following the bankruptcy judge's approval to file claims for damages from rejection of the contracts. 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: $49MM Environmental Settlement Blocked ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Eastman Kodak Co.'s $49 million settlement with New York state to remedy pollution at the company's Rochester headquarters may have been blocked by federal environmental regulators. In the process, the U.S. may have killed an $8.5 million sale of the power plant at the campus known as Eastman Business Park. According to the report, under a settlement with New York environmental regulators, Kodak was to put $49 million into escrow to remediate pollution. In return, state officials agreed not to hold the buyers liable, making the campus marketable. The deal required that federal regulators also agree not to bring claims against buyers. The report notes that the U.S. Attorney's Office in Manhattan filed papers on July 16 saying the federal government won't give the releases. The next day, Kodak filed papers saying the July 17 hearing for approval of the settlement was being pushed back "until further notice" and citing the U.S. refusal to give releases for the adjournment. "There has not been sufficient characterization of the nature and extent of contamination" to insure that $49 million is enough, according to the U.S. attorney. The report relates that the government said remediation of "river sediment contamination can be very costly." Kodak's Chapter 11 plan is up for approval at an Aug. 20 confirmation hearing. 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. ECLIPSE AVIATION: Trustee May Recoup $653,323 From Prudential ------------------------------------------------------------- Bankruptcy Judge Mary F. Walrath ruled that $653,323 of the $781,702 that Prudential Real Estate and Relocation Services, Inc., and Prudential Relocation, Inc., received from the estates of Eclipse Aviation Corporation and Eclipse IRB Sunport, LLC, a wholly owned subsidiary of Eclipse Aviation, were preferential and avoidable under section 547(b) of the Bankruptcy Code. Jeoffrey L. Burtch, the chapter 7 trustee of the Debtors, sued Prudential. Prudential provides relocation benefits to its clients' employees. Beginning in 2001, Prudential began providing relocation benefits to Eclipse's employees. The case is, JEOFFREY L. BURTCH, CHAPTER 7 TRUSTEE, Plaintiff, v. PRUDENTIAL REAL ESTATE AND RELOCATION SERVICES, INC., AND PRUDENTIAL RELOCATION, INC., Defendants, Adv. Proc. No. 10-55543 (Bankr. D. Del.). A copy of the Court's July 17, 2013 Opinion is available at http://is.gd/hnaBcWfrom Leagle.com. About Eclipse Aviation Albuquerque, New Mexico-based Eclipse Aviation Corporation -- http://www.eclipseaviation.com/-- manufactured six-passenger planes powered by two Pratt & Whitney turbofan engines. The Company and Eclipse IRB Sunport, LLC sought chapter 11 protection (Bankr. D. Del. Case No. 08-13031) on Nov. 25, 2008, represented by lawyers at Allen & Overy LLP, and estimating assets of less than $500 $500 million and debts of more than $1 billion. The Debtor sought to sell all of its assets pursuant to proposed bid procedures. The Court approved the bid procedures, with substantial modification, on Dec. 23, 2008. On Jan. 15, 2009, Over and Out, Inc., and other customers, commenced an adversary proceeding (Bankr. D. Del. Adv. Pro. No. 09-50029) asserting that the Debtor breached its Aircraft Deposit Agreements, converted their deposits, and breached its fiduciary duty. On Jan. 23, 2009, the Court entered an order authorizing the sale of substantially all of the Debtor's assets to EclipseJet Aviation International, Inc., finding it had presented the highest and best offer. In conjunction with that sale, the Court directed that $3.2 million of the sale proceeds be set held in escrow pending resolution of the adversary proceeding. Despite approval, the sale to EclipseJet was never consummated. As a result, on Mar. 5, 2009, the case was converted to a chapter 7 liquidation proceeding and Jeoffrey L. Burtch was appointed trustee. The Trustee renewed efforts to sell the Debtor's assets. On Aug. 28, 2009, the Court authorized the Trustee to sell the Debtor's assets to Eclipse Aerospace, Inc., for $20 million in cash and a $20 million note. Once again, as a result of the Customers' objection to the sale, the Court directed that $3.2 million of the sale proceeds be set aside pending resolution of the adversary proceeding. The sale to Eclipse Aerospace, Inc., closed on Sept. 4, 2009. Following the sale, the Debtors change their names to AE Liquidation, Inc., for Eclipse Aviation Corporation) and EIRB Liquidation, Inc., for Eclipse IRB Sunport, LLC). EMMONS-SHEEPSHEAD: 2nd Amended Plan Confirmed --------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York has confirmed Emmons-Sheephead Bay Development, LLC's second amended plan of reorganization, as amended during the hearing held on June 27, 2013. The Plan is amended to provide that, in consideration for the treatment contained in the Plan, and upon receipt by SDF 17 Emmons LLC of no less than $22,000,000 of net proceeds from the sale of units, SDF will release Jacob Pinson's personal guarantee of the SDF loan its mortgage on Jacob Pinson's personal residence. The Plan modification was consented to by Jacob Pinson, the managing member of Yachad Enterprises, LLC, the managing member of the Debtor. About the Debtor Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in Brooklyn. The Debtor said the property is worth $14 million. It has $32.6 million in total liabilities, including $31 million owed to TD Bank N.A., which is secured by first, second and third priority liens on the property. Judge Elizabeth S. Stong presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as the Debtor's counsel. The petition was signed by Jacob Pinson, managing member, Yachad Enterprises, LLC. EXCEL MARITIME: DRC Retained as Claims & Noticing Agent ------------------------------------------------------- Donlin, Recano & Company, Inc. on July 15 disclosed that it has been retained to provide claims and noticing agent services in the Excel Maritime Carriers Ltd. Chapter 11 cases. Excel Maritime Carriers, Ltd. filed Chapter 11 petitions in the United States Bankruptcy Court for the Southern District of New York on July 1, 2013. Based in Greece, Excel Maritime is one of the leading global shipping companies with assets exceeding $1.0 billion. Excel Maritime is among the ten largest Chapter 11 cases filed to date in 2013. Counsel for the debtor is Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Case information can be found by visiting DRC's website at http://www.donlinrecano.org/cl/home?dataDir=em About Donlin Recano Donlin Recano -- http://www.donlinrecano.com-- is a division of DF King Worldwide and a provider of claims, noticing, balloting, solicitation and technology solutions. 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. Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-bk- 23060) on July 1, 2013, in New York after signing an agreement where secured lenders owed $771 million support a reorganization plan filed alongside the petition. Excel, which sought bankruptcy with a number of affiliates, has tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC, as investment banker; and Global Maritime Partners Inc., as financial advisor. A five-member official committee of unsecured creditors was appointed by the U.S. Trustee. EXIDE TECHNOLOGIES: Taps KPMG LLP to Provide Auditing Services -------------------------------------------------------------- Exide Technologies asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ KPMG LLP as auditor. KPMG will provide audit services, but not limited to: i. auditing the Debtor's consolidated financial statements and internal control over financial reporting; ii. issuing reports on: (a) consolidated financial statements of the Debtor; (b) schedule supporting such financial statements; and (c) effectiveness of internal control over financial reporting. iii. review the Debtor's condensed consolidated balance sheets and related condensed consolidated statements of operations, stockholders' equity and cash flows for the quarterly and year-to-date periods to be included in quarterly reports. The majority of fees to be charged in this engagement reflects a reduction of approximately 35% from KPMG's normal and customary rates, depending on the types of services to be rendered. The hourly rates of KPMG's personnel are: Partners $505 - $776 Managing Directors $595 - $714 Senior Managers/Directors $451 - $685 Managers $379 - $469 Senior Associates $307 - $379 Associates $144 - $216 To the best of the Debtor's knowledge, KPMG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick And Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. EXIDE TECHNOLOGIES: Hiring Lazard Freres as Investment Banker ------------------------------------------------------------- Exide Technologies asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ Lazard Freres & Co. LLC as investment banker. Lazard will, among other things: a. review and analyze the Company's business, operations, financial condition and financial projections; b. evaluate the Company's potential debt capacity in light of its projected cash flows; and c. assist in the determination of a capital structure for the Company. The summary of the fee and expense structure includes: a. A monthly fee of $150,000. b. Convertible Note Exchange Fee: upon consummation of any Convertible Note Exchange, 1.75% of the aggregate face value of any Existing Convertible Notes involved in any Convertible Note Exchange; provided however that the Convertible Note Exchange Fee will be reduced to 1.5% upon a Financing Fee becoming payable, whether prior to or following the consummation of a Convertible Note Exchange. c. Restructuring Fee of $4,000,000 payable upon the consummation of a restructuring that cannot be categorized as solely a Convertible Note Exchange or a Financing Fee or a Minority Sale Transaction. d. Majority Sale Transaction Fee: an amount equal to the greater of (a) the fee calculated based on the Aggregate Consideration, or (b) the restructuring fee, upon the consummation of a Majority Sale Transaction. Aggregate Consideration ($ in millions) Incremental Fee% --------------------------------------- ---------------- $0 - $25 2.50% $25 - $50 2.20% $50 - $100 1.75% $100 - $200 1.30% $200 - $300 1.10% $300 - $400 1.00% $400 - $500 0.90% $500 - $600 0.86% $600 - $700 0.82% $700 - $800 0.78% $800 - $900 0.74% $900+ 0.70% e. Minority Sale Transaction Fee: an amount based on the aggregate consideration, subject to certain exceptions. f. Financing Fee: 1.50% of the aggregate gross proceeds raised in a Financing upon consummation of a Financing, except with respect to any Financing provided or arranged by Elliot Management or its affiliates, provided that Lazard will be entitled to a reduced Financing Fee of 1.0% of such Financing provided or arranged by Elliot Management or its affiliates in the event that Lazard provides assistance to the Company in connection therewith. g. Expenses. h. All monthly fees payable prior to payment of Convertible Note Exchange Fee or a Financing Fee will be fully credited against such fee. In addition, 50% of any monthly fee payable after seven months of the engagement will be credited against any Restructuring Fee or Majority Sale Transaction Fee. i. Notwithstanding anything else contained in the Engagement Letter, in no way will the total fees payable by the Company pursuant to the Engagement Letter exceed $10,000,000 in the aggregate regardless of the type and number of transactions consummated. To the best of the Debtor's knowledge, Lazard is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick And Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. EXIDE TECHNOLOGIES: Skadden Arps Being Retained as Bankr. Counsel ----------------------------------------------------------------- Exide Technologies asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ Skadden, Arps, Slate, Meagher & Flom LLP and its affiliated law practice entities as bankruptcy counsel. The hourly rates of Skadden's personnel are: Partners $840 - $1,220 Counsel $845 - $930 Associates $365 - $795 Legal Assistants and Support Staff $195 - $325 The Debtor paid a retainer amount of $1 million for professional services rendered or to be rendered and expenses incurred or to be incurred by Skadden on behalf of the Debtor, with the understanding that any amount remaining after payment of prepetition fees and expenses would be held by Skadden as a retainer. The Debtor supplemented the retainer in the amount of $200,000 on June 7, 2013. To the best of the Debtor's knowledge, Skadden is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick And Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. EXIDE TECHNOLOGIES: Pachulski Stang Tapped as Conflicts Counsel --------------------------------------------------------------- Exide Technologies, which is seeking to employ Pachulski Stang Ziehl & Jones LLP as special conflicts counsel, disclosed the terms of the firm's employment. The firm's hourly rates are: Partners $575 - $995 Of Counsel Members $475 - $875 Associates $425 - $555 Paraprofessional $195 - $295 Pachulski received a retainer in the amount of $50,000. Laura Davis Jones, Esq., a partner at Pachulski, assures the Court that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. As reported by the Troubled Company Reporter on July 16, 2013, the Debtor received the green light from the Court to employ Pachulski as special conflicts counsel with regard to certain litigation matters and to provide all other necessary legal services as requested by the Debtor or its counsel. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick And Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. FLC HOLDING: Chicago's PNA Bank Auction Scheduled for Aug. 19 -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that FLC Holding Co., the owner of the two-branch PNA Bank, will determine at an Aug. 19 auction whether there's a better bid than the $500,000 cash from First American Bank Corp. According to the report, competing bids are due Aug. 14 under sale procedures approved by the court last week. A hearing for sale approval is set for Aug. 20. The bank is "virtually assured" of being taken over by regulators unless it's sold, according to a court filing. The report notes that FLC is owned by the Polish National Alliance of the U.S. of North America, a fraternal benefit society. The bank made residential mortgage loans on properties near the branches in Chicago and Niles, Illinois. The bank incurred losses every quarter since September 2009. FLC Holding Company filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-24125) on June 11, 2013. Chad H. Gettleman, Esq., at Adelman & Gettleman, Ltd., in Chicago, serves as counsel. The Debtor estimated assets of $500,001 to $1 million and debts of $1 million to $10 million. FREESEAS INC: Issues 625,000 Add'l Settlement Shares to Hanover --------------------------------------------------------------- FreeSeas Inc. issued to Hanover Holdings I, LLC, 625,000 additional settlement shares pursuant to the terms of the settlement agreement approved by the Supreme Court of the State of New York, County of New York, on June 25, 2013. The Supreme Court approved, among other things, the settlement agreement between FreeSeas and Hanover in the matter entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 651950/2013. Hanover commenced the Action against the Company on May 31, 2013, to recover an aggregate of $5,331,011 of past-due accounts payable of the Company, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on June 25, 2013. Pursuant to the terms of the Settlement Agreement approved by the Order, on June 26, 2013, the Company issued and delivered to Hanover 890,000 shares of the Company's common stock, $0.001 par value, and between July 2, 2013, and July 15, 2013, the Company issued and delivered to Hanover an aggregate of 2,558,000 Additional Settlement Shares A copy of the Form 6-K is available for free at: http://is.gd/TkkqvV About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed US$114.35 million in total assets, $106.55 million in total liabilities and US$7.80 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. GATZ PROPERTIES: Seeks 60 More Days to File Plan ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that with the $6 million sale of the Long Island National Golf Course in Riverhead, New York, scheduled for completion this week, the seller of the property filed papers for a two-month expansion of the exclusive right to file a liquidating Chapter 11 plan. Gatz Properties LLC, the seller, said it will use the next 60 days to determine whether a plan can be structured around a liquidating trust to prosecute a pending malpractice suit against a law firm. According to the report, the suit is the most significant remaining asset, according to a court filing. If more time is granted at an Aug. 12 hearing, the end of the exclusivity period will be pushed out to Sept. 18. The buyer of the course is Golf Riverhead LLC. There were no competing bids at auction. About Gatz Properties Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 12-74493) on July 20, 2012, in Central Islip, New York. The Company scheduled $7,877,511 in assets and $7,892,130 in liabilities. Bankruptcy Judge Alan S. Trust oversees the Debtor's case. Salvatore LaMonica, Esq., at LaMonica Herbst and Maniscalco, in Wantagh, New York, serves as counsel. GETTY PETROLEUM: Lukoil Paying $93 Million to Settle Suit --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that creditors of Getty Petroleum Marketing Inc. will have a payday thanks to a $93 million settlement to be paid by former owner Lukoil Americas Corp. According to the report, Getty Petroleum's liquidating Chapter 11 plan was approved in August 2012 using the cramdown process because the class of $240 million in unsecured creditors voted against the proposal. The disclosure statement told unsecured creditors they could expect to recover nothing to a maximum of 28.5 percent, depending on the outcome of lawsuits. In a class by itself, Getty Properties had the largest claim of $242 million, including a $10.5 million priority claim to be paid in full. Unsecured claims could total as much as $650 million, according to the disclosure statement. The plan created a creditors' trust to pursue a lawsuit against Lukoil. The report discloses that Getty Petroleum claims it discovered environmental contamination at leased gas stations after it acquired the business in February 2011 from Lukoil. The Lukoil trial began in May in U.S. Bankruptcy Court in New York. The settlement goes before the bankruptcy court for approval at a July 29 hearing. The lawsuit being settled is Getty Petroleum Marketing Inc. v. Lukoil Americas Corp. (In re Getty Petroleum Corp.), 11-bk- 02941 and 11-bk-02942, U.S. Bankruptcy Court, Southern District of New York (Manhattan). About Getty Petroleum A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing markets gasoline, hydraulic fluids, and lubricating oils through a network of gas stations owned and operated by franchise holders. A former subsidiary of Russian oil giant LUKOIL, the company operates in the Mid-Atlantic and Northeastern US states. Getty Petroleum Marketing's primary asset is the more than 800 gas stations in the Mid-Atlantic states which are located on properties owned by Getty Realty. After scaling back the company's operations to cut debt, in 2011 LUKOIL sold Getty Petroleum Marketing to investment firm Cambridge Petroleum Holding for an undisclosed price. Getty Petroleum and three affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on Dec. 5, 2011. Judge Shelley C. Chapman presides over the case. Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq., and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New York, N.Y., serve as the Debtors' counsel. Ross, Rosenthal & Company, LLP, serves as accountants for the Debtors. Getty Petroleum Marketing, Inc., disclosed $46.6 million in assets and $316.8 million in liabilities as of the Petition Date. The petition was signed by Bjorn Q. Aaserod, chief executive officer and chairman of the board. The Official Committee of Unsecured Creditors is represented by Wilmer Cutler Pickering Hale and Dorr LLP. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. GGW BRANDS: Casino Magnate's Claims on 'Girls Gone Wild' Validated ------------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Stephen Wynn, chairman of casino operator Wynn Resorts Ltd., and Wynn Las Vegas LLC will be the largest creditors of the maker of the "Girls Gone Wild" video series as the result of a settlement with the bankruptcy trustee. According to the report, the casino magnate and his company won $31 million in judgments against Joe Francis, the founder of the "Girls Gone Wild" franchise. Before the company filed for Chapter 11 protection in February, Wynn had a lawsuit pending to declare that Francis used the company as his alter ego. If Wynn succeeded in the lawsuit, which was transferred to bankruptcy court, the company's trustee R. Todd Neilson said the casinos' claims "would dwarf and significantly dilute all other claims against the estates." The report notes that Mr. Francis contended he wasn't a company officer and had no ownership interest. Mr. Neilson was appointed trustee following allegations that the company was paying Francis's personal expenses. Mr. Neilson reached a settlement this week whereby 90 percent of Wynn's claims will be valid against the bankrupt company. As a concession, Wynn agreed that the first $400,000 will be distributed to other creditors. The settlement is scheduled for approval at an Aug. 7 hearing in U.S. Bankruptcy Court in Los Angeles. About GGW Brands Santa Monica, California-based GGW Brands, LLC, the company behind the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-15130) on Feb. 27, 2013. Judge Sandra R. Klein oversees the case. The company is represented by the Law Offices of Robert M. Yaspan. The company disclosed $0 to $50,000 in estimated assets and $10 million to $50 million in estimated liabilities in its petition. Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC also sought Chapter 11 protection. In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as Chapter 11 Trustee to take over the companies. Mr. Neilson has investigated failed solar-power company Solyndra and was involved in the Mike Tyson and Death Row Records bankruptcy cases. GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary Chapter 11 petition on May 22, 2013, before the United States Bankruptcy Court Central District Of California (Los Angeles). The case is assigned Case No.: 13-23452. Martin R. Barash, Esq., and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles, California, represent GGW Marketing. HD SUPPLY: Extends $1.5-Billion Credit Facility Until June 2018 --------------------------------------------------------------- HD Supply, Inc., entered into Amendment No. 1 to its existing ABL Credit Agreement, dated as of April 12, 2012, in the aggregate principal amount of $1,500,000,000. General Electric Capital Corporation serves as administrative agent and U.S. ABL collateral agent, and GE Canada Finance Holding Company, as Canadian agent and Canadian collateral agent under the Credit Agreement. The Amendment (i) reduced the applicable margin for borrowings under the ABL Facility by 0.25 percent; (ii) reduced the commitment fee; (iii) extended the maturity date of the ABL Facility until June 28, 2018; (iv) made certain changes to the borrowing base and (v) reduced the sublimit available for letters of credit under the ABL Facility from $400 million to $250 million. About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. For the 12 months ended Feb. 3, 2013, the Company incurred a net loss of $1.17 billion on $8.03 billion of net sales, as compared with a net loss of $543 million on $7.02 billion of net sales for the 12 months ended Jan. 29, 2012. As of May 5, 2013, the Company had $6.45 billion in total assets, $8.17 billion in total liabilities and a $1.72 billion total stockholders' deficit. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. HEALTH MANAGEMENT: Fitch Puts 'BB-' IDR on Rating Watch Negative ---------------------------------------------------------------- Fitch Ratings has placed Health Management Associates, Inc.'s (Health Management) ratings, including the 'BB-' Issuer Default Rating (IDR), on Rating Watch Negative. The ratings apply to approximately $3.5 billion of debt at March 31, 2013. KEY RATING DRIVERS: The Rating Watch Negative reflects Fitch's belief that there is a heightened near-term probability of negative changes to Health Management's capital structure as well as operating trend concerns that could materially influence the credit profile. The following factors support this expectation: -- Health Management has been contending with poor organic operating trends in its largest hospital markets in the southeastern U.S. Organic patient volume trends have lagged the industry for the last five quarters. In addition, the company is facing regulatory challenges from DOJ and SEC investigations. -- Glenview Capital Management, LLC, (Glenview) the company's largest shareholder, has submitted a proxy proposal to Health Management's shareholders, seeking to replace the company's Board of Directors with a slate selected by Glenview. -- Health Management's CEO has announced plans to retire this summer and the company is conducting a CEO search. In addition, the company has hired outside advisors to conduct a strategic review of the business. GLENVIEW PROXY SOLICITATION AND STRATEGIC REVIEW RAISE POTENTIAL FOR CHANGES TO CAPITAL STRUCTURE: Glenview has filed a consent solicitation with the SEC asking Health Management's shareholders to vote on proposals including the complete replacement of the sitting Board of Directors with a slate of nine replacement directors selected by Glenview. Close of business on July 18, 2013 is the date of record for stockholders entitled to vote on Glenview's proposals, which will become effective if approved by a majority of shareholders within 60 days of the first consent form delivered to the company after the date of record. Glenview owns 14.6% of Health Management shares, so at least another 35.4% of outstanding shares must vote in favor for the approval of the proposals. Glenview has several points of contention with Health Management's management and strategic direction, which the shareholder believes contributed to industry lagging equity returns in recent periods. While Glenview has not outlined specific plans for changes to the business, it has indicated that it would bring in a management consultant to assist in assessing options should the proposals gain approval. In addition, Glenview has stated that while it does not know if a sale of the company is in the best interest of shareholders, it is one possibility to consider. A sale of the company is a potential outcome that would pressure Health Management's credit profile, likely resulting in a downgrade of the ratings. However, Fitch notes there are some obvious impediments to a transaction. The stock price is up significantly since early May likely based on rumors of a buy-out, making a high hurdle, particularly for a financial buyer. Furthermore, Health Management has ongoing regulatory investigations with both the DOJ and the SEC, which could be a disincentive for a potential acquirer. The Negative Watch also reflects the near-term potential for management distraction and operating disruptions, particularly since the hospital industry is preparing for the implementation of the insurance expansion elements of the Affordable Care Act in 2014. Health Management's CEO announced his retirement later this summer and the company has hired advisors to conduct a strategic review of the business. Regardless of the outcome of Glenview's proxy solicitation, a more constructive approach to the company's operating challenges, including industry lagging organic growth and the regulatory investigations, would be supportive of the credit profile over the longer term. BONDHOLDERS PROTECTED BY DEBT AGREEMENT LIMITS ON RESTRICTED PAYMENTS: Fitch notes that Health Management's ability to increase share- friendly capital deployment is limited by the debt agreements. The 2020 notes indenture is the most restrictive in this regard. A covenant limits restricted payments, including dividends and share repurchases, to a basket equal to 50% of net income building from the fourth quarter of 2011 (4Q'11) plus a carve-out of $125 million. Based on the covenant calculation, Fitch estimates Health Management had about $235 million of restricted payments capacity at March 31, 2013. If the company were to issue debt to maximize the restricted payments capacity, it would represent about a 0.3x increase in debt leverage. This is not enough to cause a downgrade of the ratings, all else being equal. Health Management's capital structure includes $2.1 billion bank term loans, $400 million senior secured notes due 2016, $875 million senior unsecured notes due 2020 and $91 million senior subordinate convertible notes due 2028. Fitch's interpretation of the debt agreements is that a change in the board composition as proposed by Glenview would be a change of control under the bank agreement, the 2020 notes indenture and the subordinate convertibles notes indenture. Under the bank agreement, a change of control is an event of default and 51% of lenders could require acceleration. A change of control is not an event of default in either of the 2020 or subordinate notes indentures, but those agreements do require the company to offer to repurchase at 101% and 100% of par plus accrued and unpaid interest for the 2020 unsecured notes and the subordinated notes, respectively. The 2016 notes indenture does not include a change of control clause. However, the 2016 notes have a cross acceleration provision with Health Management's other debt. Fitch does not believe that the possibility of a change of control triggered by a change in the board composition is a significant factor influencing the credit profile at this point. All series of the company's notes have recently been trading well above par, indicating that holders are unlikely to exercise the change of control put options. In the relatively unlikely event of a put or acceleration of the debt, Fitch thinks Health Management would have market access to refinance the debt given the company's solid operating and financial profile. RATING SENSITIVITIES: Fitch expects to resolve the Rating Watch when more information is available regarding the outcome of the Glenview proxy solicitation, the company's strategic review and CEO search. In addition, evidence of a stabilization of the organic volume trend in the company's 2Q'13 results and any plan by senior management to address the industry lagging performance and regulatory investigations will be considered in resolving the Rating Watch. Maintenance of a 'BB-' IDR for Health Management will require total debt-to-EBITDA sustained below 4.0x, coupled with a solid liquidity profile with a free cash flow (FCF) margin sustained above 3%. At 3.7x total-debt-to-EBITDA at March 31, 2013, Health Management doesn't have much headroom in the metrics at the 'BB-' IDR. A downgrade of the ratings or a Negative Outlook could result from deterioration in EBITDA or an increase in debt levels because of more aggressive management of the capital structure. Weak growth in EBITDA could result from a combination of: -- Persistently poor organic patient utilization trends in Health Management's largest hospital markets in the Southeastern U.S.; -- Topline headwinds due to reputational issues associated with the company's regulatory investigations and margin pressure due to increased legal fees and expenses; -- Operating disruptions or management distraction as a result of the Glenview proxy solicitation; -- Difficulties in integrating recent hospital acquisitions; acquired hospitals typically generate very low EBITDA margins in the first year post the transaction and can be a drag on FCF generation. DEBT ISSUE RATINGS: Fitch has placed Health Management's ratings on Negative Watch as follows: -- IDR at 'BB-'; -- Senior secured bank facility at 'BB+'; -- Senior secured notes due 2016 at 'BB+'; -- Senior unsecured notes due 2020 at 'BB-'; -- Senior subordinated convertible notes due 2028 at 'B'. HERCULES OFFSHORE: Closes Sale of 10 Barge Rigs for $35 Million --------------------------------------------------------------- Hercules Offshore, Inc., previously entered into agreements to sell 12 of its inland barge rigs for total cash proceeds of approximately $50 million. To date, the Company has sold ten of these barge rigs for cash proceeds of $35 million. The Company expects to sell the other two barge rigs under these agreements, the Hercules 17 and Hercules 27, by the end of the July 2013. July Fleet Status Report Hercules Offshore posted on its Web site at www.herculesoffshore.com a report entitled "Hercules Offshore Fleet Status Report". The Fleet Status Report includes the Hercules Offshore Rig Fleet Status (as of July 18, 2013), which contains information for each of the Company's drilling rigs, including contract dayrate and duration. The Fleet Status Report also includes the Hercules Offshore Liftboat Fleet Status Report, which contains information by liftboat class for June 2013, including revenue per day and operating days. The Fleet Status Report is available for free at http://is.gd/aTvvJG About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. The Company's balance sheet at March 31, 2013, showed $2 billion in total assets, $1.08 billion in total liabilities and $919.58 million in stockholders' equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HOLT DEVELOPMENT: Case Summary & 3 Unsecured Creditors ------------------------------------------------------ Debtor: Holt Development Co., LLC c/o D. Hiatt Collins GULLETT SANFORD ROBINSON & MARTIN, PLLC 150 3rd Avenue South, Suite 1700 Nashville, TN 37201 Tel: (615) 244-4994 Bankruptcy Case No.: 13-06154 Chapter 11 Petition Date: July 16, 2013 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Randal S. Mashburn Debtor's Counsel: G. Rhea Bucy, Esq. GULLETT, SANFORD, ROBINSON & MARTIN, PLLC 150 Third Avenue South, Suite 1700 Nashville, TN 37201 Tel: (615) 244-4994 Fax: (615) 256-6339 E-mail: Rbucy@GSRM.com - and ? Deaver Hiatt Collins, Esq. GULLETT, SANFORD, ROBINSON & MARTIN, PLLC 150 Third Avenue South, Suite 1700 Nashville, TN 37201 Tel: (615) 244-4994 Fax: (615) 256-6339 E-mail: hcollins@gsrm.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Dannie R. Holt, chief manager. Debtor's List of Its Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Professional Alarms, Inc. Sub-contractor $25,971 225 Tenth Street Clarksville, TN 37040 U.S. Bank Credit Card $6,635 P.O. Box 790408 Saint Louis, MO 37202-0207 U.S. Bank Credit Card $2,236 P.O. Box 790408 Saint Louis, MO 37202-0207 HRK HOLDINGS: Has Interim Approval to Obtain Additional Loans ------------------------------------------------------------- HRK Holdings, LLC, and HRK Industries, LLC, received interim authority from Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to obtain from Regions Bank, N.A., any remaining funds available under the existing Operating Line of Credit and to obtain additional funds under the Operating Line of Credit in the amount of 237,251. The maturity date under both the Operating Line of Credit and the Site Work Line of Credit is extended to August 31, 2013. A hearing on the final approval of the request will be on July 30, 2013, at 3:00 p.m. About HRK Holdings Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675 contiguous acres of real property in Manatee County, Florida. Roughly 350 acres of the property accommodates a phosphogypsum stack system, called Gypstaks, a portion of which was used as an alternate disposal area for the management of dredge materials pursuant to a contract with Port Manatee and as authorized under an administrative agreement with the Florida Department of Environmental Protection. The remaining acres of usable land are either leased to various tenants or available for sale. HRK Industries holds various contracts and leases associated with the Debtors' property. HRK Holdings and HRK Industries LLC filed for Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on June 27, 2012. Judge K. Rodney May oversees the case. Barbara A. Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents the Debtors. HRK Holdings disclosed $33,366,529 in assets and $26,092,559 in liabilities in its revised schedules. According to the Debtors, the bankruptcy filing was necessitated by the immediate need to sell a portion of the remaining property to create liquidity for (a) funding the urgent management of the site-related environmental concerns; the benefit of creditors; funding a litigation filed by the Debtors; and funding of expenses related to additional sales of the remaining property. ID PERFUMES: To Acquire All Membership Interest of Gigantic ----------------------------------------------------------- ID Perfumes, Inc., entered into a Membership Interest and Exchange Agreement with Gigantic Parfums LLC and its members on July 11, 2013. The Purchase Agreement provides in part for ID Perfumes to acquire all of the issued and outstanding membership interests of Gigantic in exchange for the issuance of 253,125 shares of common stock of ID Perfumes. Upon execution of the Agreement, holders of approximately 97 percent of the outstanding membership interests of Gigantic approved the transaction. A total of 8,334 shares of ID Perfumes will be reserved for issuance to those members of Gigantic who have not consented to the Purchase Agreement as of the execution date. IZJD Corp. owns approximately 92.6 percent of the outstanding membership interests of Gigantic. Isaac Lekach is an officer and shareholder of IZJD Corp, serves as the chief executive officer and managing member of Gigantic and serves as the president of ID Perfumes. Rudford Hamon owns approximately 4.1 percent of Gigantic's outstanding membership interests. Mr. Rudford Hamon is the president of Gigantic and serves as the Company's chief operating officer and executive vice president. Approximately 3.3 percent of Gigantic's outstanding membership interests are owned by third party non-affiliate members. Ilia Lekach, the Company's chief executive officer is also a shareholder of IZJD. Mr. Lekach owns 39.2 percent of the Company's issued and outstanding shares of common stock and Isaac Lekach owns approximately 32.2 percent of ID's common stock. As a result of the transaction with Gigantic, Mr. Isaac Lekach, either individually or through IZJD will be issued an additional 234,374 shares of the Company's common stock and Mr. Rudford Hamon will be issued 10,417 shares of common stock. Mr. Isaac Lekach and Mr. Ilia Lekach, either directly or indirectly will own 3,162,766 shares of the Company's common stock representing approximately 77 percent of the Company's issued and outstanding shares of common stock. The Purchase Agreement closed on execution. However, Gigantic is required to comply with certain conditions following closing. Within 75 days following closing, Gigantic must deliver to ID Perfumes the Gigantic audited financial statements. If Gigantic cannot deliver the required financial statements, ID Perfumes reserves the right to rescind the Purchase Agreement in its sole and absolute discretion. A copy of the Membership Agreement is available for free at: http://is.gd/4QhDpB About ID Perfumes ID Perfumes, Inc., manufactures, markets, and distributes fragrances and fragrance related products. The company produces and distributes its fragrance products under license agreements with Selena Gomez and Adam Levine. ID Perfumes, Inc., sells it products to department stores, perfumeries, specialty retailers, mass-market retailers, and the United States and international wholesalers and distributors. It primarily has operations in the United States, Latin America, and Canada. The company was formerly known as Adrenalina and changed its name to ID Perfumes, Inc., in February 2013. ID Perfumes, Inc., was founded in 2004 and is headquartered in Hallandale Beach, Florida. Goldstein Schechter Koch, P.A., in Coral Gables, Florida, expressed substantial doubt about Adrenalina's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of approximately $12,000,000 and $5,300,000 in 2008 and 2007. Additionally, the Company has an accumulated deficit of approximately $20,900,000 and $8,908,000 at Dec. 31, 2008, and 2007, and is currently unable to generate sufficient cash flow to fund current operations. The Company reported a net loss of $12.01 million in 2008, compared with a net loss of $5.26 million in 2007. The Company's balance sheet at March 31, 2013, showed $2.42 million in total assets, $15.56 million in total liabilities, all current, and a $13.14 million total shareholders' deficiency. INFUSYSTEM HOLDINGS: Meson Submits $2 Apiece Preliminary Proposal ----------------------------------------------------------------- Ryan J. Morris, the executive chairman of the Board of InfuSystem Holdings, Inc., sent a letter on behalf of Meson LP to the Special Committee of the Board indicating MASON LP's interest to acquire the Company for between $1.85 and $2.00 per Share in cash, representing a 28 percent to 39 percent premium to the volume- weighted 30 day average closing price of the Shares prior to the May 13 letter setting forth Meson LP's initial indication of interest. Meson LP believes such a transaction represents the best means for shareholders to obtain liquidity for their Shares while maximizing the value of their Shares at a premium. In the letter, Meson LP said that the Company's growth opportunities present material upside for the Company; however, each of these opportunities is currently pre-revenue and will require significant investments of both time and capital. In addition, Mason LP stated the Company faces risks posed by CMS competitive bidding which is legally mandated to have a nation- wide penetration by Jan. 1, 2016. Meson LP expressed its belief that the implied LTM valuation pro forma for: (1) full implementation of the cost reductions currently implemented and planned; (2) elimination of all public reporting costs; and (3) adjusting for the estimated price reductions related to CMS competitive bidding, suggest transaction multiples of approximately 7x EBITDA and 15x EBITDA-Capex. Meson LP also believes it is not in the best interest of shareholders for the Company to continue as a public company. "Given the disproportionate burden of public company reporting (both financial and in terms of management resources), Meson LP believes it is optimal to face the coming reimbursement changes and the business risks associated therewith as a privately held corporation in order to eliminate the public company requirements as well as to afford the Issuer greater financial flexibility in both the short term and the longer term," Meson LP stated in the letter. Mr. Morris and his affiliates disclosed that as of July 17, 2013, they beneficially owned 1,795,876 shares of common stock of InfuSystem Holdings, Inc., representing 8.1 percent of the shares outstanding. A copy of the Letter Proposal is available for free at: http://is.gd/tYDwa3 About InfuSystem Holdings InfuSystem Holdings, Inc., operates through operating subsidiaries, including InfuSystem, Inc., and First Biomedical, Inc. InfuSystem provides infusion pumps and related services. InfuSystem provides services to hospitals, oncology practices and facilities and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada. Infusystem Holdings disclosed a net loss of $1.48 million in 2012, as compared with a net loss of $45.44 million in 2011. The Company's balance sheet at March 31, 2013, showed $76.22 million in total assets, $35.70 million in total liabilities and $40.52 million in total stockholders' equity. INTRAOP MEDICAL: First Hand to Pay $15MM, Provide $1.5MM Loan ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that IntraOp Medical Corp. filed a petition for Chapter 11 protection with a contract to sell the business to Firsthand Technology Value Fund Inc. largely in exchange for debt. The company's liabilities include $13.4 million on secured convertible notes mostly held by insiders and Lacuna LLC, the largest shareholder. There is also about $5 million owing on revolving credit and factoring facilities. The report discloses that Firsthand is purchasing the convertible notes from the current owners. To buy the business, it will pay $15 million, representing an exchange for debt on the notes, assumed liabilities and $500,000 cash. Firsthand will also provide a $1.5 million loan to finance the bankruptcy. About IntraOp Medical Headquartered in Sunnyvale, California, IntraOp Medical Corp. (OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops, manufactures, markets, distributes and services Mobetron, a proprietary mobile electron-beam cancer treatment system designed for use in intraoperative electron-beam radiation therapy, or IOERT. IntraOp Medical Corp. filed a petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 13-bk-53791) on July 15 in San Jose, California. Revenue for the September 2012 fiscal year was $13.2 million. The IntraOp device delivers radiation during surgery to cancerous tissue while shielding healthy tissue. JACUZZI BRANDS: S&P Lowers Corporate Credit Rating to 'SD' ---------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Chino, Calif.-based bath and spa manufacturer Jacuzzi Brands Corp. to 'SD' (selective default) from 'CCC'. At the same time, S&P lowered the issue rating on the company's $195 million senior secured credit facilities to 'D' from 'CCC-', reflecting the exchange of debt into an equity interest. Subsequently, S&P will withdraw this issue-level rating since the debt has been cancelled. The rating action follows Jacuzzi Brands' announcement that it closed on an equity investment and recapitalization transaction that eliminated about $124 million of debt. Three sponsors, which are also debtholders, will receive an equity interest in the company in exchange for their debt. "Standard & Poor's views the exchange as tantamount to default, given Jacuzzi Brands' stressed and highly leveraged financial risk profile and the company's ability to service its debt obligations in the near-term had the debt remained in place," said Standard & Poor's credit analyst Maurice Austin. S&P expects to reassess the corporate credit rating on Jacuzzi Brands in the near future. S&P's analysis will reflect the reduction in the company's debt, an improved liquidity position, and S&P's assessment of continued improvement in the housing market, including residential remodeling construction, which should lead to stronger demand for the company's discretionary bath and spa products. At the current time, S&P do not expect the company's corporate credit rating to be higher than 'B-' given its view that the company's business risk will still be "vulnerable" and its financial risk "highly leveraged". JAG CONSTRUCTION: J&B Boat Rental Allowed $48,046 in Claims ----------------------------------------------------------- JAG Construction Services, Inc., won partial victory in its challenge to J&B Boat Rental, LLC's proof of claim. Bankruptcy Judge Robert Summerhays allowed J&B's claim in the amount of $48,046.86 against JAG. In all other respects, J&B's claim is disallowed. JAG was a sub-contractor on the Morganza Gulf Hurricane Protection Project and, in that role, contracted with various parties to provide barges, tugboats, and other equipment and services to the project. On May 1, 2011, JAG and J&B entered into an oral agreement to provide tugboat services in connection with the Morganza Project. It is undisputed that J&B provided a tugboat and crew to JAG for approximately 13 days from May 12, 2011, through July 28, 2011 pursuant to this agreement. However, the parties dispute how J&B was to be compensated. J&B filed a collection suit in the Eastern District of Louisiana under the Miller Act, 40 U.S.C. Sec. 3133. This suit was stayed when JAG filed for relief under Chapter 11. J&B filed a proof claim and an amended claim asserting a claim for $66,300.00 for the June 6, 2011 and August 3, 2011 invoices. A copy of the Court's July 16, 2013 Memorandum Ruling is available at http://is.gd/qVg7mPfrom Leagle.com. JAG Construction Services, Inc., filed a Chapter 11 petition (Bankr. W.D. La. Case No. 12-51014) on Aug. 13, 2012, listing under $1 million in both assets and debts. A copy of the petition is available at http://bankrupt.com/misc/lawb12-51014.pdf The Debtor is represented by Adam G. Young, Esq. -- adam@adamyounglaw.com JEDD LLC: Court Continues Hearing on Plan Confirmation to Aug. 19 ----------------------------------------------------------------- The U.S. Bankruptcy for the Middle District of Tennessee continued the hearing to consider the confirmation of JEDD, LLC's Chapter 11 Plan to Aug. 19, 2013, at 9:30 a.m. As reported in the TCR on Oct. 26, 2012, according to the explanatory disclosure statement, the Debtor will surrender or release collateral to each of its four secured creditors, and distribution of proceeds from the liquidation to priority claimants and then to non-insider creditors. The Debtor will transfer by deeds its parcels of real property to the secured creditors -- Clayton Bank and Trust, Peoples Bank and Trust Co., Progressive Savings Bank, and Union Bank -- not later than 18 months after the effective date. Under the Plan, only the scheduled non-insider unsecured creditors, who hold total claims of $306,105, would share any funds remaining after the administrative and priority claims totaling $143,727 are paid. Membership interests in the Debtor will be terminated. A copy of the Amendment to the Plan is available for free at http://bankrupt.com/misc/JEDD_LLC_ds_amendment.pdf A copy of the ORIGINAL Disclosure Statement is available for free at http://bankrupt.com/misc/Jedd_LLC_DS_101812.pdf About JEDD LLC JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D. Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville, Tennessee. JEDD is generally in the business of developing, marketing and selling real estate in the Big South Fork area near Jamestown, Tennessee. According to http://www.tnrecprop.com/, JEDD has activity and developments in Fentress County, including Flat Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in the Sky, Concierge Services, Hunter's Ridge, River Park and Clear Fork. JEDD has filed schedules disclosing $13,377,782 in total assets and $13,694,539 in total liabilities. Paul "Doug" Gates, a co-founder and VP of operations, signed the Chapter 11 petition. Mr. Gates is also the CEO of Fortune 7 Inc., owner and operator of three engineering firms specializing in electrical, microwave and construction engineering. Judge Keith M. Lundin oversees the case. Lawyers at Gullett Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel. JERRY'S NUGGET: Court Sets Aug. 26 Plan Confirmation Hearing ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada approved on June 28, 2013, the amended disclosure statement describing Jerry's Nugget, Inc., and Spartan Gaming, LLC's Joint Plan of Reorganization, filed May 8, 2013. The hearing to confirm the Plan is scheduled on Aug. 26, 2013, at 9:30 a.m. As reported in the TCR on June 13, 2013, the Debtors' Plan generally provides for the repayment of claims against the Debtors as: (i) allowed secured claims will be paid in full with interest; (ii) allowed priority claims will be paid in full with interests; (iii) allowed administrative convenience claims will be paid in full; and (iv) allowed general unsecured claims will be paid their pro rata portion of $2,500,000, which will be funded by Debtors' ongoing operations and the $400,000 or greater contribution from the Stamis Trusts. Existing Equity Securities in JNI and Spartan Gaming will be canceled and 100 percent of the Reorganized Debtors' stock and membership issued to the Stamis Trusts. On the substantial consummation date, the Stamis Trusts will contribute $400,000, which money will be used by Reorganized Debtors to fund the distributions required under the Plan. Upon the written request of Reorganized Debtors after the substantial consummation date, the Stamis Trusts will additionally contribute others funds as are necessary for Reorganized Debtors to timely tender the distributions contemplated by the Plan. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/JERRYS_NUGGET_ds.pdf About Jerry's Nugget and Spartan Gaming Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting of approximately 87,187 square feet of building area and 24,511 square fee of casino floor space with approximately 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area and a small live pit. Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in Las Vegas, Vegas, on Aug. 13, 2012. Jerry's Nugget, owned by the Stamis family, has a 9.1-acre casino property in North Las Vegas. The property consists of 87,187 square feet of building area and 24,511 square feet of casino floor space, with 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area, and a small live pit. There are two restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite. Net revenues totaled $22.5 million, including $15.3 million in gaming revenue, in the year ended Dec. 31, 2011. Spartan Gaming owns 12 parcels of real property in Nevada. Two of the parcels provide parking access for Jerry's Nugget. Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon, Esq., Talitha Gray Kozlowski, Esq., Teresa M. Pilatowicz, Esq., and Mark M. Weisenmiller, Esq., at Gordon Silver, represent the Debtors. Jerry's Nugget estimated assets and debts of $10 million to $50 million. Jerry's Nugget said its current going concern value is at least $8 million. Spartan Gaming estimated $1 million to $10 million in assets and debts. The petitions were signed by Jeremy Stamis, president. In its schedules, Jerry's Nugget disclosed $12,378,944 in assets and $10,771,442 in liabilities as of the Petition Date. JJE & MM: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: JJE & MM Group LLC 846 McDonald Avenue Brooklyn, NY 11218 Bankruptcy Case No.: 13-44264 Chapter 11 Petition Date: July 11, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtor's Counsel: Narissa A. Joseph, Esq. LAW OFFICE OF NARISSA JOSEPH 277 Broadway, Suite 501 New York, NY 10007 Tel: (212) 233-3060 Fax: (212) 608-0304 E-mail: njosephlaw@aol.com Scheduled Assets: $2,000,000 Scheduled Liabilities: $1,500,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Joshua Einhorn, president. KSTW ACQUISITION: Moody's Assigns 'B2' CFR, Stable Outlook ---------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to KSTW Acquisition, Inc. in connection with its proposed acquisition of Steinway Musical Instruments. At the close of the transaction, KSTW Acquisition, Inc., parent of Steinway Musical Instruments will be merged into and renamed Steinway Musical Instruments. Moody's assigned a B1 rating to the proposed $175 million senior secured first lien term loan and a Caa1 rating to the $75 million second lien tem loan. At the same time, all of Steinway's existing ratings, including its B1 Corporate Family Rating were withdrawn as the previously announced tender for the $68 million of senior unsecured notes (only rated debt) was completed on July 15th. The outlook is stable. On July 1, Steinway Musical's announced that it had agreed to be acquired by private equity firm Kohlberg & Co. for $438 million. The acquisition will be funded principally by a $175 million first lien term loan, $75 million second lien term loan, and $175 million of equity contributed by Kohlberg. "The B2 Corporate Family Rating reflects high pro forma financial leverage at over 6 times and our view that leverage will remain above 5 times for at least the next couple of years," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. "The rating also reflects the inherent risks associated with being owned by a private equity firm," added Cassidy. Ratings assigned to KSTW Acquisition, Inc.: Corporate Family Rating at B2 Probability of Default Rating at B2-PD First lien senior secured term loan due in 2019 at B1 (LGD 3, 42%) Second lien secured term loan due in 2020 at Caa1 (LGD 5, 80%) Steinway Musical Instruments Ratings Withdrawn: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Senior Unsecured Notes at B2 (LGD5, 74%) Ratings Rationale: The B2 Corporate Family Rating reflects Steinway's modest pro forma credit metrics with debt/EBITDA over 6 times and interest coverage around 2 times. Better than typical credit metrics are needed for a given rating category because of the discretionary and cyclical nature of Steinway's business. The rating is also constrained by Steinway's modest size with revenue around $350 million, while operating in a relatively small niche in musical instruments. Steinway's rating also reflect the inherent risks associated with being owned by a private equity firm, including possible actions such as dividend payments or other shareholder returns, although such actions are not expected by the company in the near-term. Other concerns factored into the rating include the high degree of volatility in demand for pianos during weak economic times, the lingering, albeit moderating, uncertainties in the macro economy, and the company's significant exposure to Europe. The rating is supported by Steinway's strong brand recognition, high product quality, expected demand improvement, and the recurring revenue of the band instrument segment. Steinway's strong geographic diversification and growth prospects in Asia and in the United States also support the rating. The stable outlook reflects Moody's expectation that debt/EBITDA will remain above 5 times over the next 12 to 18 months, despite the expected demand growth in China and in the United States. The rating is unlikely to be upgraded in the near to medium term given Moody's expectation that Steinway's leverage is likely to remain at 5 times or higher. Debt/EBITDA would need to approach 4 times for an upgrade to be considered. Ratings could be downgraded if debt/EBITDA was sustained above 7 times and/or liquidity meaningfully deteriorated for any reason. The principal methodologies used in this rating were Global Consumer Durables published in October 2010, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Steinway Musical Instruments, Inc., headquartered in Waltham, Massachusetts, is one of the world's leading manufacturers of musical instruments. The company's products include Steinway & Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach Stradivarius trumpets, C.G. Conn French horns, King trombones, and Ludwig snare drums. Revenues for the twelve months ended March 31, 2013, approximated $350 million. LHC LLC: Court Declines to Appoint Trustee for Ice-Skating Rink --------------------------------------------------------------- When the owner of a Chapter 11 debtor is also the chief customer of that debtor, does the owner's dual role automatically constitute "cause" for appointing a Chapter 11 trustee under 11 U.S.C. Sec. 1104(a)(1)? LHC LLC's largest secured creditor, Wells Fargo Bank, N.A., urges the Bankruptcy Court in Wheaton, Ill., to answer that question in the affirmative. Wells Fargo also insists that even if the Court's answer is no, the owner should still be replaced with a Chapter 11 trustee because the owner has allegedly (1) proven itself incompetent to operate or reorganize the debtor, (2) flouted the orders of this Court, and (3) forfeited the trust and confidence of Wells Fargo. Bankruptcy Judge Donald R. Cassling on July 16 rejected Wells Fargo's primary argument both as a general legal proposition and under the particular facts of this case. In addition, the Court finds that Wells Fargo failed to establish by clear and convincing evidence that there either is "cause" to appoint a Chapter 11 trustee under 11 U.S.C. Sec. 1104(a)(1) or that it is in the interests of all creditors, equity security holders, and other interests of the estate to appoint a trustee under Sec. 1104(a)(2). A copy of the Court's July 16, 2013 Memorandum Opinion is available at http://is.gd/WPrAhWfrom Leagle.com. About LHC LLC LHC, LLC, was formed as an Illinois limited liability company on November 8, 2006. LHC LLC is a not-for-profit enterprise that owns and operates a three-sheet ice-skating rink in West Dundee, Illinois, known as the "Leafs Ice Centre". The Rink sells ice time to various skating organizations in Illinois as well as to the general public. The sole member of LHC LLC and largest customer of the Rink is the Leafs Hockey Club, an amateur hockey organization. Although LHC LLC is a taxable limited liability company, its income is passed through to the Club. The Club does not pay tax on the income received from LHC LLC because LHC LLC is a non-profit company. The facility was constructed in 2007 using proceeds from the sale of sports facility revenue bonds by the Illinois Finance Authority. LHC LLC owes $20 million to bondholders represented by Wells Fargo, the indenture trustee for the bondholders. The Club has guaranteed repayment of that debt. LHC LLC filed for Chapter 11 petition (Bank. N.D. Ill. Case No. 13-07001) on Feb. 25, 2013. Peter A. Buh signed the petition as president. The Debtor estimated assets and debts of at least $10 million. Judge Donald R. Cassling presides over the case. The Debtor is represented by Crane Heyman Simon Welch & Clar. LIQUIDMETAL TECHNOLOGIES: Converts Notes to 18.6MM Common Shares ---------------------------------------------------------------- Liquidmetal Technologies, Inc., and each of the holders of the Company's Senior Convertible Notes issued on July 3, 2012, in the original aggregate principal amount of $12 million agreed to cause all remaining principal and interest under the Convertible Notes to be converted into an aggregate of 18,679,584 shares of the Company's common stock in full satisfaction of the Convertible Notes. The shares are expected to be delivered to the holders of the Convertible Notes on July 18, 2013. As a result of this conversion, the Convertible Notes will be paid in full and no longer outstanding. About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal incurred a net loss of $14.02 in 2012, as compared with net income of $6.15 million in 2011. The Company's balance sheet at March 31, 2013, showed $7.31 million in total assets, $7.57 million in total liabilities and a $258,000 total shareholders' deficit. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit, which raises substantial doubt about the Company's ability to continue as a going concern. LITHIUM TECHNOLOGY: VRDT Corp Held 56% Equity Stake at Dec. 14 -------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, VRDT Corporation and its affiliates disclosed that as of Dec. 14, 2012, they beneficially owned 1,452,341,750 shares of common stock of Lithium Technology Corporation representing 56.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/kEPC8Y About Lithium Technology Plymouth Meeting, Pa.-based Lithium Technology Corporation is a mid-volume production stage company that develops large format lithium-ion rechargeable batteries to be used as a new power source for emerging applications in the automotive, stationary power, and national security markets. The Company was not able to file its annual report for the period ended Dec. 31, 2011, and its quarterly reports for the succeeding periods. For the nine months ended Sept. 30, 2011, the Company reported a net loss of $12.26 million on $6.06 million of total revenue. The Company reported a net loss of $7.25 million on $6.35 million of products and services sales for the year ended Dec. 31, 2010, compared with a net loss of $10.51 million on $7.37 million of product and services sales during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $8.83 million in total assets, $35.09 million in total liabilities and a $26.26 million total stockholders' deficit. Going Concern As reported by the TCR on April 8, 2011, Amper, Politziner & Mattia, LLP, Edison, New Jersey, after auditing the Company's financial statements for the year ended Dec. 31, 2010, noted that the Company has recurring losses from operations since inception and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the Company's operating plan seeks to minimize its capital requirements, but the expansion of its production capacity to meet increasing sales and refinement of its manufacturing process and equipment will require additional capital. The Company raised capital through the sale of securities closing in the second quarter of 2011 and realized proceeds from the licensing of its technology pursuant to the terms of a licensing agreement and the sale of inventory used in manufacturing its batteries as part of the establishment of a joint venture in the fourth quarter of 2011, but is continuing to seek other financing initiatives and needs to raise additional capital to meet its working capital needs, for the repayment of debt and for capital expenditures. Such capital is expected to come from the sale of securities. The Company believes that if it raises approximately $4 million in additional debt and equity financings it would have sufficient funds to meet its needs for working capital, capital expenditures and expansion plans through the year ending Dec. 31, 2012. No assurance can be given that the Company will be successful in completing any financings at the minimum level necessary to fund its capital equipment, debt repayment or working capital requirements, or at all. If the Company is unsuccessful in completing these financings, it will not be able to meet its working capital, debt repayment or capital equipment needs or execute its business plan. In that case the Company will assess all available alternatives including a sale of its assets or merger, the suspension of operations and possibly liquidation, auction, bankruptcy, or other measures. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MCNUTT SERVICE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: McNutt Service Group, Inc. 260 The Bluffs Austell, GA 30168 Bankruptcy Case No.: 13-65234 Chapter 11 Petition Date: July 11, 2013 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Rodney L. Eason, Esq. THE EASON LAW FIRM Suite 200, 6150 Old National Highway College Park, GA 30349-4367 Tel: (770) 909-7200 Fax: 770-909-0644 E-mail: reason@easonlawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 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/ganb13-65234.pdf The petition was signed by Joe H. Bajjani, president. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- RLB Friendship, LLC 13-51742 1/30/13 MEADE INSTRUMENTS: Incurs $921,000 Net Loss in Fiscal 1st Quarter ----------------------------------------------------------------- Meade Instruments Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $921,000 on $2.8 million for the three months ended May 31, 2013, compared with a net loss of $431,000 on $4.1 million of revenue for the three months ended May 31, 2012. The Company's balance sheet at showed $8.9 million in total assets, $3.2 million in total liabilities, and stockholders' equity of $5.7 million. As reported in the TCR on June 7, 2013, Moss Adams LLP, in Irvine, Cal., in their audit report on Meade Instruments' Form 10-K for the year ended May 31, 2013, raises substantial doubt about the Company's ability to continue as a going concern, citing the Company's recurring losses from operations and net capital deficiency. A copy of the Form 10-Q is available at http://is.gd/p1yV6c Irvine, Cal.-based Meade Instruments Corp. is engaged in the design, manufacture, marketing and sale of consumer optics products, primarily telescopes, telescope accessories and binoculars. MERRIMACK PHARMACEUTICALS: Closes Sale of Common Shares and Notes ----------------------------------------------------------------- Merrimack Pharmaceuticals, Inc., closed the sale of 5,750,000 shares of its common stock at a price of $5.00 per share and $125,000,000 aggregate principal amount of its 4.50 percent convertible senior notes due 2020 in concurrent underwritten public offerings pursuant to Merrimack's effective Registration Statement on Form S-3 and a related prospectus filed with the Securities and Exchange Commission. The total number of shares of common stock sold reflects the full exercise by the underwriters of their option to purchase an additional 750,000 shares of common stock. Merrimack has granted the underwriters in the Notes offering an option, exercisable for 30 days, to purchase up to an additional $18.75 million in aggregate principal amount of Notes. The Notes bear interest at a rate of 4.50 percent per year, payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2014. Interest accrues from July 17, 2013. The Notes mature on July 15, 2020. The Notes are convertible, under certain circumstances and during certain periods, at the option of the holder, based on an initial conversion rate of 160.0000 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $6.25 per share of common stock, subject to adjustment in certain circumstances. The initial conversion price represents a conversion premium of 25 percent over the public offering price in the common stock offering. Following certain corporate events that occur prior to the maturity date, Merrimack will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event in certain circumstances. Upon any conversion of the Notes that occurs while Merrimack's indebtedness to Hercules Technology Growth Capital, Inc., under the Loan and Security Agreement dated Nov. 8, 2012, between Merrimack and Hercules, remains outstanding, the Notes will be settled in shares of Merrimack's common stock. Following the repayment and satisfaction in full of Merrimack's obligations to Hercules under the Loan and Security Agreement, upon any conversion of the Notes, the Notes may be settled, at Merrimack's election, in cash, shares of Merrimack's common stock or a combination of cash and shares of Merrimack's common stock. J. P. Morgan Securities LLC and BofA Merrill Lynch acted as joint book-running managers of these offerings. Cowen and Company, LLC, acted as lead manager of the common stock offering and co-manager of the Notes offering. Oppenheimer & Co. Inc., Guggenheim Securities and Brean Capital, LLC, acted as co-managers of the common stock offering. About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack Pharmaceuticals disclosed a net loss of $91.75 million in 2012, following a net loss of $79.67 million in 2011. The Company incurred a $50.15 million net loss in 2010. The Company's balance sheet at March 31, 2013, showed $127.32 million in total assets, $159.46 million in total liabilities, a $32.06 million total stockholders' deficit, and a $73,000 non-controlling deficit. MGM RESORTS: Signs Employment Agreement with COO ------------------------------------------------ MGM Resorts International entered into an employment agreement with Corey Sanders. The Employment Agreement replaces and supersedes the employment agreement dated Aug. 3, 2009. The Employment Agreement provides for a term of employment, as chief operating officer of the Company, commencing March 1, 2013, and ending Feb. 28, 2017. The Employment Agreement provides for an increase in Mr. Sanders' minimum annual base salary from $900,000 to $1,100,000. Per the Employment Agreement, Mr. Sanders' annual target bonus will be 150 percent of his base salary. The Employment Agreement also provides Mr. Sanders with certain other benefits and perquisites. The Employment Agreement also contains a non-compete covenant generally prohibiting Mr. Sanders' providing services to a competitor or soliciting employees or business contacts for 12 months following his termination of employment or for 12 months following the term of the Employment Agreement. In addition, the Employment Agreement mandates that Mr. Sanders' confidentiality obligations continue even after his termination of employment. A copy of the Employment Agreement is available for free at: http://is.gd/PtaQoA About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50 percent investments in four other properties in Nevada, Illinois and Macau. The Company reported net income of $3.23 billion in 2011 and a net loss of $1.43 billion in 2010. The Company's balance sheet at March 31, 2013, showed $26.05 billion in total assets, $18.17 billion in total liabilities, and $7.87 billion in total stockholders' equity. Bankruptcy Warning In the Form 10-K for the year ended Dec. 31, 2011, the Company said that any default under the senior credit facility or the indentures governing the Company's other debt could adversely affect its growth, its financial condition, its results of operations and its ability to make payments on its debt, and could force the Company to seek protection under the bankruptcy laws. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Oct. 15, 2012, Fitch Ratings has affirmed MGM Resorts International's (MGM) Issuer Default Rating (IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise) IDR at 'B+'. MOBIVITY HOLDINGS: Director Resigns ----------------------------------- Randall G. Smith resigned from the Board of Directors of Mobivity Holdings Corp. effective July 15, 2013. About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity Holdings disclosed a net loss of $7.33 million in 2012, as compared with a net loss of $16.31 million in 2011. The Company's balance sheet at March 31, 2013, showed $3.25 million in total assets, $10.25 million in total liabilities, all current, and a $6.99 million total stockholders' deficit. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring operating losses and negative cash flows from operations and dependence on additional financing to fund operations which raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "[A]ll of our assets are currently subject to a first priority lien in favor of the holders of our outstanding convertible notes payable in the current aggregate principal amount of $4,521,378. The notes are due on October 15, 2013, if we are unable to repay or refinance our obligations under those notes by October 15, 2013, the holders of the notes will have the right to foreclose on their security interests and seize our assets. To avoid such an event, we may be forced to seek bankruptcy protection, however a bankruptcy filing would, in all likelihood, materially adversely affect our ability to continue our current level of operations. In the event we are not able to refinance or repay the notes, but negotiate for a further extension of the maturity date of the notes, we may be required to pay significant extension fees in cash or shares of our equity securities or otherwise make other forms of concessions that may adversely impact the interests of our common stockholders," the Company has warned in its annual report for the year ended Dec. 31, 2012. MONITOR COMPANY: Being Converted to Chapter 7 --------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Monitor Co. Group LP and the official creditors' committee decided that the liquidation can be most efficiently concluded now that the business was sold by converting the Chapter 11 reorganization to a liquidation in Chapter 7, where a trustee is appointed automatically. Monitor was a consulting firm from Cambridge, Massachusetts. The business was sold in January to Deloitte Consulting LLP under a contract claimed at the time to be worth $116.2 million. After the sale, the bankrupt company changed its name to MCG LP. The report notes that funds were carved out from the sale to cover professional fees and costs of winding down the bankruptcy. There will be a hearing on Aug. 5 for the bankruptcy court in Delaware to consider converting the case to Chapter 7. The company and the committee want conversion to take place after fees are paid. The report discloses that the committee said it identified about $14 million in lawsuits that could be brought. The bankruptcy judge slowed the sale at the committee's request. The committee said there was no competitive bidding because Monitor partners were committed to Deloitte. About Monitor Company Monitor Company Group LP -- http://www.monitor.com/-- is a global consulting firm with 1,200 personnel in offices across 17 countries worldwide. Founded in 1983 by six entrepreneurs, and headquartered in Cambridge, Massachusetts, Monitor advises for- profit, sovereign, and non-profit clients on growing their businesses and economies and furthering their charitable purposes. Monitor and several affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012. Judge Hon. Christopher S. Sontchi presides over the case. Pepper Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel. The financial advisor is Carl Marks Advisory Group LLC. Epiq Bankruptcy Solutions, LLC is the claims and noticing agent. The petitions were signed by Bansi Nagji, president. Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the Committee of Unsecured Creditors as counsel. Bank of America is represented in the case by Jinsoo Kim, Esq., and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark D. Collins, Esq., at Richards Layton & Finger PA. J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq., and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware, represent Deloitte Consulting LLP. Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP IV Pass-Through (Monitor) LP are represented by John Sieger, Esq., at Katten Muchin Rosenman LLP. Monitor's consolidated unaudited financial statements as of June 30, 2012, which include the assets and liabilities of non- Debtor foreign subsidiaries, reflected total assets of roughly $202 million (including $93 million in current assets) and total liabilities of roughly $200 million. Monitor filed for bankruptcy to sell substantially all of their businesses and assets to Deloitte Consulting LLP, a Delaware registered limited liability partnership and DCSH Limited, a UK company limited by shares, subject to higher or otherwise better offers. The base purchase price set forth in the Stalking Horse Agreement is $116.2 million, plus (i) assumption of certain liabilities and (ii) certain cure costs for assumed contracts. The Stalking Horse Agreement provides for the Stalking Horse Bidder to receive a combined breakup fee and expense reimbursement of $4 million. The Debtors held an auction on Nov. 28, 2012, at the offices of the Sellers' counsel, Ropes & Gray LLP in New York. In mid- January 2013, Judge Sontchi allowed the Debtors to sell its assets to Deloitte Consulting for $116.2 million. MPG OFFICE: Completes Sale of Plaza Las Fuentes for $75 Million --------------------------------------------------------------- MPG Office Trust, Inc., completed the sale of the Plaza Las Fuentes office and retail property located in Pasadena, California, to East West Bank and Downtown Properties Holdings. The purchase price was $75 million. Net proceeds from the transaction were approximately $30 million and will be available for general corporate purposes. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- owns and operates Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high-quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. For the year ended Dec. 31, 2012, the Company reported net income of $396.11 million, as compared with net income of $98.22 million on $234.96 million of total revenue during the prior year. The Company's balance sheet at March 31, 2013, showed $1.45 billion in total assets, $1.98 billion in total liabilities, and a $530.56 million total deficit. In its Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2012, the Company said it is working to address challenges to its liquidity position, particularly debt maturities, leasing costs and capital expenditures. The Company said, "We do not currently have committed sources of cash adequate to fund all of our potential needs, including our 2013 debt maturities. If we are unable to raise additional capital or sell assets, we may face challenges in repaying, extending or refinancing our existing debt on favorable terms or at all, and we may be forced to give back assets to the relevant mortgage lenders. While we believe that access to future sources of significant cash will be challenging, we believe that we will have access to some of the liquidity sources identified above and that those sources will be sufficient to meet our near- term liquidity needs." On March 11, 2013, the Company entered into an agreement to sell US Bank Tower and the Westlawn off-site parking garage. The transaction is expected to close June 28, 2013, subject to customary closing conditions. The net proceeds from the transaction are expected to be roughly $103 million, a portion of which may potentially be used to make loan re-balancing payments on the Company's upcoming 2013 debt maturities at KPMG Tower and 777 Tower. Roughly $898 million of the company's debt matures in 2013. "Our ability to access the capital markets to raise capital is highly uncertain. Our substantial indebtedness may prevent us from being able to raise debt financing on acceptable terms or at all. We believe we are unlikely to be able to raise equity capital in the capital markets," the Company said. "Future sources of significant cash are essential to our liquidity and financial position, and if we are unable to generate adequate cash from these sources we will have liquidity-related problems and will be exposed to material risks. In addition, our inability to secure adequate sources of liquidity could lead to our eventual insolvency." MPG OFFICE: Stockholders Approve Merger With Brookfield ------------------------------------------------------- At a special meeting of stockholders held on July 17, 2013, MPG office Trust, Inc.'s common stockholders voted to approve the merger of the Company with and into Brookfield DTLA Fund Office Trust Inc. and the other transactions contemplated by the merger agreement. Approximately 97 percent of the votes cast at the Special Meeting voted in favor of the approval of the merger and the other transactions contemplated by the merger agreement, representing approximately 73 percent of the Company's outstanding shares of common stock as of May 24, 2013, the record date for the Special Meeting. Upon closing of the transaction, the Company's common stockholders will receive merger consideration of $3.15 in cash per share, without interest and less any required withholding tax. The Company expects the merger to close in the third quarter of 2013, following fulfillment of the conditions to closing, including receipt of required lender consents. Extends Tender Offer to July 24 Brookfield said that DTLA Fund Holding Co., a direct wholly owned subsidiary of the DTLA Fund, is extending its previously announced cash tender offer to purchase all outstanding shares of preferred stock of MPG Office until 12:00 midnight, New York City time, at the end of Wednesday, July 24, 2013. BPO previously announced its intention to acquire MPG pursuant to a merger agreement, dated as of April 24, 2013, by and among Brookfield DTLA Holdings LLC, a newly formed fund controlled by BPO (the DTLA Fund), Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund Properties LLC, MPG and MPG Office, L.P. Upon the closing of the tender offer, preferred stockholders of MPG will receive $25.00 in cash for each share of MPG preferred stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Shares of MPG preferred stock that are tendered and accepted for payment in the tender offer will not receive any accrued and unpaid dividends on those shares. The tender offer had been previously set to expire at 12:00 midnight, New York City time, at the end of Wednesday, July 17, 2013. Except for the extension of the expiration date, all other terms and conditions of the tender offer remain unchanged. The Depositary and Paying Agent for the tender offer is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. The Information Agent for the tender offer is MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York, 10016. The tender offer materials may be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc., or by calling (800) 322-2885. Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to BPO. Based on information received from the Depositary, as of July 16, 2013, approximately 139,233 shares of MPG preferred stock had been tendered and not withdrawn from the offer. Stockholders who have already tendered their shares do not have to re-tender their shares or take any other action as a result of the extension of the expiration date. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- owns and operates Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high-quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. For the year ended Dec. 31, 2012, the Company reported net income of $396.11 million, as compared with net income of $98.22 million on $234.96 million of total revenue during the prior year. The Company's balance sheet at March 31, 2013, showed $1.45 billion in total assets, $1.98 billion in total liabilities, and a $530.56 million total deficit. In its Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2012, the Company said it is working to address challenges to its liquidity position, particularly debt maturities, leasing costs and capital expenditures. The Company said, "We do not currently have committed sources of cash adequate to fund all of our potential needs, including our 2013 debt maturities. If we are unable to raise additional capital or sell assets, we may face challenges in repaying, extending or refinancing our existing debt on favorable terms or at all, and we may be forced to give back assets to the relevant mortgage lenders. While we believe that access to future sources of significant cash will be challenging, we believe that we will have access to some of the liquidity sources identified above and that those sources will be sufficient to meet our near- term liquidity needs." On March 11, 2013, the Company entered into an agreement to sell US Bank Tower and the Westlawn off-site parking garage. The transaction is expected to close June 28, 2013, subject to customary closing conditions. The net proceeds from the transaction are expected to be roughly $103 million, a portion of which may potentially be used to make loan re-balancing payments on the Company's upcoming 2013 debt maturities at KPMG Tower and 777 Tower. Roughly $898 million of the company's debt matures in 2013. "Our ability to access the capital markets to raise capital is highly uncertain. Our substantial indebtedness may prevent us from being able to raise debt financing on acceptable terms or at all. We believe we are unlikely to be able to raise equity capital in the capital markets," the Company said. "Future sources of significant cash are essential to our liquidity and financial position, and if we are unable to generate adequate cash from these sources we will have liquidity-related problems and will be exposed to material risks. In addition, our inability to secure adequate sources of liquidity could lead to our eventual insolvency." NATIVE WHOLESALE: July 22 Continued Hrg. for Conversion Motion -------------------------------------------------------------- The hearing to consider the U.S. Trustee's motion to convert the Chapter 11 case of Native Wholesale Supply into a Chapter 7 proceeding has been continued to July 22, 2013, at 10:00 a.m. The hearing on the motion has been adjourned several times. According to Tracy Hope Davis, the U.S. Trustee for Region 2: 1. the Debtor has an inability to perform the statutory duties of a debtor-in-possession and to comply with the requirements of the Chapter 11 Operating Guidelines; 2. the Debtor has failed to file monthly financial reports for the months of February and March 2013. About Native Wholesale Supply Company Native Wholesale Supply Company is engaged in the business of importing cigarettes and other tobacco products from Canada and selling them to third parties within the United States. It purchases the products from Grand River Enterprises Six Nations, Ltd., a Canadian corporation and the Debtor's only secured creditor. Native is an entity organized under the Sac and Fox Nation and has its principal place of business at 10955 Logan Road in Perrysburg, New York. Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No. 11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered to resolve an ongoing dispute with the United States government regarding up to $43 million in assessments made by the government against the Debtor pursuant to the Fair and Equitable Tobacco Reform Act of 2004 and the Tobacco Transition Payment Program and to restructure the terms of payment of any obligation determined to be owing by the Debtor to the U.S. under the Disputed Assessment. The issues pertaining to the Disputed Assessment resulted in two lawsuits, subsequently consolidated, now pending in the Federal District Court. Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the Debtor as counsel. The Company disclosed $30,022,315 in assets and $70,590,564 in liabilities as of the Chapter 11 filing. The States of California, New Mexico, Oklahoma and Idaho have appeared in the case and are represented by Garry M. Graber, Esq., at Hodgson Russ LLP. No trustee, examiner or creditors' committee has been appointed in the case. NAVISTAR INTERNATIONAL: Icahn Sells 646,289 Common Shares --------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Carl C. Icahn and his affiliates disclosed that as of July 17, 2013, they beneficially owned 12,491,456 shares of common stock of Navistar International Corporation representing 15.54 percent of the shares outstanding. Mr. Icahn, et al., previously reported beneficial ownership of 11,845,167 common shares or 14.95 percent equity stake as of Oct. 25, 2012. In separate transactions between July 15, 2013, and July 17, 2013, the reporting persons disposed of an aggregate of 646,289 shares. A copy of the amended regulatory filing is available for free at: http://is.gd/V2JskF About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar incurred a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012, compared with net income attributable to the Company of $1.72 billion during the prior year. As of April 30, 2013, the Company had $8.72 billion in total assets, $12.36 billion in total liabilities and a $3.64 billion total stockholders' deficit. * * * In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service lowered Navistar International Corporation's Corporate Family Rating (CFR), Probability of Default Rating (PDR), and senior note rating to B2 from B1. The downgrade of Navistar's ratings reflects the significant challenges the company will face during the next eighteen months in re-establishing the profitability and competitiveness of its US and Canadian truck operations in light of the failure to achieve EPA certification of its EGR emissions technology, the significant reductions in military revenues and substantially higher engine warranty reserves. As reported by the TCR on June 19, 2013, Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Illinois-based truckmaker Navistar International Corp. (NAV) to 'B-' from 'B'. The rating downgrades reflect S&P's negative reassessment of NAV's business risk profile to "vulnerable" from "weak". As reported by the TCR on Jan. 24, 2013, Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NAVISTAR INTERNATIONAL: MHR Buys 657,878 Additional Shares ---------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Mark H. Rachesky, M.D., and his affiliates disclosed that as of July 15, 2013, they beneficially owned 12,664,756 shares of common stock of Navistar International Corporation representing 15.8 percent of the shares outstanding. Mr. Rachesky, et al., previously reported beneficial ownership of 12,006,878 common shares or 14.9 percent equity stake as of July 14, 2013. On July 15 and July 16, 2013, the reporting persons acquired 657,878 common shares. A copy of the amended regulatory filing is available at http://is.gd/i2fDRs About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar incurred a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012, compared with net income attributable to the Company of $1.72 billion during the prior year. As of April 30, 2013, the Company had $8.72 billion in total assets, $12.36 billion in total liabilities and a $3.64 billion total stockholders' deficit. * * * In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service lowered Navistar International Corporation's Corporate Family Rating (CFR), Probability of Default Rating (PDR), and senior note rating to B2 from B1. The downgrade of Navistar's ratings reflects the significant challenges the company will face during the next eighteen months in re-establishing the profitability and competitiveness of its US and Canadian truck operations in light of the failure to achieve EPA certification of its EGR emissions technology, the significant reductions in military revenues and substantially higher engine warranty reserves. As reported by the TCR on June 19, 2013, Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Illinois-based truckmaker Navistar International Corp. (NAV) to 'B-' from 'B'. The rating downgrades reflect S&P's negative reassessment of NAV's business risk profile to "vulnerable" from "weak". As reported by the TCR on Jan. 24, 2013, Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NESBITT PORTLAND: Hearing on Consensual Plan Set for Sept. 27 ------------------------------------------------------------- The hearing to consider the confirmation of the Consensual Joint Plan of Reorganization for Nesbitt Portland Property, LLC, et al., proposed by the U.S. Bank National Association and by the Debtors will be held on Sept. 27, 2013, at 9:00 a.m. Ballots and objections must be received by Sept. 6, 2013. As reported in the TCR on June 19, 2013, a group of bankrupt Embassy Suites hotel operators submitted a Chapter 11 reorganization plan in California bankruptcy court that calls for selling off seven Embassy Suites-branded hotels and an eighth Texas hotel to new franchisors. According to the report, per the plan, which was jointly filed by several debtor affiliates and secured lender U.S. Bank National Association, the hotels will be put up for auction in an attempt to cover at least $193 million in outstanding lender claims -- including a defaulted $187.5 million loan plus interest. About Nesbitt Portland Property et al. Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel- companies to Chapter 11 bankruptcy to stop a receiver named by U.S. Bank National Association from taking over eight hotels, seven of which are operated as Embassy Suites brand hotels. The eighth hotel, located in El Paso, Texas, was previously operated as am Embassy Suites hotel, but lost its franchise agreement. The eight hotels were pledged by the Debtors as collateral for the loans with U.S. Bank. According to http://www.wcghotels.com/Santa Monica-based Windsor Capital owns and/or operates 23 branded hotels in 11 states across the U.S. Windsor Capital is the largest private owner and operator of Embassy Suites hotels. In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al. (S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the district judge in June to name Alan Tantleff of FTI Consulting, Inc., as receiver for: * Embassy Suites Colorado Springs in Colorado; * Embassy Suites Denver Southeast in Colorado; * Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio; * Embassy Suites Portland - Washington Square in Tigard, Oregon; * Embassy Suites Detroit - Livornia/Novi in Michigan; * Embassy Suites El Paso in Texas; * Embassy Suites Seattle - North/Lynwood in Washington; and * Embassy Suites Seattle - Bellevue in Washington The receiver obtained district court permission to engage Crescent Hotels and Resorts LLC to manage the eight hotels. But before Mr. Adam could take physical possession of the properties and take control of the Hotels, the eight borrowers filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on July 31, 2012, in Santa Barbara, California. The debtor-entities are Nesbitt Portland Property LLC; Nesbitt Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and Nesbitt Blue Ash Property LLC. Bankruptcy Judge Robin Riblet presides over the cases. The Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent the Debtor as counsel. Alvarez & Marsal North American, LLC, serves as financial advisors. Attorneys at Kilpatrick Townsend & Stockton LLP represented the Debtors in the receivership case. U.S. Bank National Association, as Trustee and Successor in Interest to Bank of America, N.A., as Trustee for Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Passthrough Certificates, Series 2006-GG6, acting by and through Torchlight Loan Services, LLC, as special servicer, are represented in the case by David Weinstein, Esq., and Lawrence P. Gottesman, Esq., at Bryan Cave LLP. On Sept. 5, 2012, the Debtors filed with the Court their schedules of assets and liabilities. Nesbitt Portland scheduled $29.4 million in assets and $192.3 million in liabilities. Nesbitt Portland's hotel property is valued at $27.19 million, and secures a $191.9 million debt to U.S. Bank. NEWPORT FURNITURE: Converts Case to Chapter 7 Liquidation --------------------------------------------------------- Larry Thomas at Furniture Today reports that Newport Furniture has converted its case to a Chapter 7 liquidation proceeding. The report relates that the switch was approved by U.S. Bankruptcy Judge Jason Woodard, who ruled that a Chapter 7 case "is in the best interest of creditors and other parties in interest." In his order, Furniture Today relates, Judge Woodard also noted that the Chapter 11 filing was a voluntary action, and no trustee had yet been appointed. The order stated that a Chapter 7 trustee should be appointed "at the earliest practicable time." Based in New Albany, Miss., Newport Furniture Company, Inc., produces upholstery. The company filed Chapter 11 petition (Bankr. N.D. Miss. Case No. 13-12650) on June 28, 2013. Stephen W. Rosenblatt, Esq., at Butler Snow Law Firm, in Ridgeland, Mississippi, serve as the Debtor's counsel. Newport Furniture estimated $1 million and $10 million in assets and $10 million and $50 million in liabilities in its petition. NGPL PIPECO: Bank Debt Trades at 2% Off --------------------------------------- Participations in a syndicated loan under which NGPL PipeCo LLC is a borrower traded in the secondary market at 97.71 cents-on-the- dollar during the week ended Friday, July 19, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.91 percentage points from the previous week, The Journal relates. NGPL PipeCo LLC pays 550 basis points above LIBOR to borrow under the facility. The bank loan matures on May 4, 2018. The bank debt carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 236 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. NGPL PipeCo LLC is a holding company for Natural Gas Pipeline Company of America and other interstate natural gas pipeline assets. NGPL is 80% owned by Myria Acquisition LLC and 20% owned and operated by Kinder Morgan, Inc., based in Houston Texas. The principal methodology used in this rating was the Natural Gas Pipelines published in November 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. OCEAN 4660: Can Employ John Genovese as Counsel ----------------------------------------------- On July 15, 2013, the U.S. Bankruptcy Court for the Southern District of Florida granted, on a final basis, Ocean 4660, LLC's motion to employ John N. Genovese, Esq., as counsel for the Debtor. As reported in the TCR on July 8, 2013, the Bankruptcy Court authorized, on an interim basis, Ocean 4660, LLC, to employ John H. Genovese, Esq., and the law firm of Genovese Joblove & Battista, P.A., as general bankruptcy counsel under a general retainer. About Ocean 4660 Ocean 4660, LLC, owner of a beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. Rick Barreca signed the petition as chief restructuring officer. Judge John K. Olson presides over the case. Marianelena Gayo- Guitian, Esq., John H. Genovese, Esq., and Michael. L. Schuster, Esq., at Genovese Joblove & Battista, P.A., represent the Debtor as counsel. RKJ Hotel Management, LLC, serves as hotel manager and RKJ's Rick Barreca has been tapped as the chief restructuring officer. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40 percent and 70 percent occupancy. Room rates are $40 to $80 per night. The Company disclosed $15,762,871 in assets and $16,587,678 in liabilities as of the Chapter 11 filing. OCEAN 4660: Court Okays Appointment of Maria Yip as Ch. 11 Trustee ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida has approved the appointment of Maria Yip, of Coral Gables, Florida, as Chapter 11 Trustee in the Chapter 11 case of Ocean 4660, LLC. The appointed Chapter 11 Trustee is on the United States Trustee's panel of Chapter 7 Trustees in the Southern District of Florida. Maria Yip was selected by Guy G. Gebhardt, Acting U.S. Trustee for Region 21. About Ocean 4660 Ocean 4660, LLC, owner of a beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. Rick Barreca signed the petition as chief restructuring officer. Judge John K. Olson presides over the case. Marianelena Gayo- Guitian, Esq., John H. Genovese, Esq., and Michael. L. Schuster, Esq., at Genovese Joblove & Battista, P.A., represent the Debtor as counsel. RKJ Hotel Management, LLC, serves as hotel manager and RKJ's Rick Barreca has been tapped as the chief restructuring officer. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40 percent and 70 percent occupancy. Room rates are $40 to $80 per night. The Company disclosed $15,762,871 in assets and $16,587,678 in liabilities as of the Chapter 11 filing. OCEAN 4660: Can Employ John Lancet as Appraiser ----------------------------------------------- On July 15, 2013, the U.S. Bankruptcy Court for the Southern District of Florida entered a final order granting the application of Ocean 4660, LLC, to employ John Lancet, MAI and HVS Consulting and Valuation as appraiser. As reported in the TCR on June 19, 2013, the fees for HVS services are $12,500 for the fieldwork, analysis and preparation of the summary appraisal report, with $4,500 requested upon the execution of the Contract and $4,000 upon delivery of the initial draft of the report. The final professional fee invoice of $4,000 is due within 30 days from receipt of the report, or prior to the release of the final, signed report, whichever date occurs first. Expenses will be billed separately and only upon approval of the Debtor. About Ocean 4660 Ocean 4660, LLC, owner of a beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. Rick Barreca signed the petition as chief restructuring officer. Judge John K. Olson presides over the case. Marianelena Gayo- Guitian, Esq., John H. Genovese, Esq., and Michael. L. Schuster, Esq., at Genovese Joblove & Battista, P.A., represent the Debtor as counsel. RKJ Hotel Management, LLC, serves as hotel manager and RKJ's Rick Barreca has been tapped as the chief restructuring officer. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40 percent and 70 percent occupancy. Room rates are $40 to $80 per night. The Company disclosed $15,762,871 in assets and $16,587,678 in liabilities as of the Chapter 11 filing. OIL PATCH: Can Use Cash Collateral Until Aug. 2 ----------------------------------------------- Oil Patch Brazos Valley, Inc., sought and obtained interim authority from Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to continue to use until Aug. 2, 2013, the cash collateral securing its prepetition indebtedness from FCC, LLC, d/b/a First Capital. The cash collateral will be used solely to pay expenses described in a budget and will not be used to purchase fuel for resale unless the Debtor has received a third party order to purchase fuel. As partial adequate protection, the Debtor grants FCC a valid and perfected first priority replacement liens and security interests in all of the Debtor's properties and an allowed superpriority administrative expense claim. A hearing on the final approval of the request will be held on July 31, 2013, at noon. About Oil Patch Angleton, Texas-based Oil Patch Brazos Valley, Inc., sought protection under Chapter 11 of the Bankruptcy Code on July 2, 2013. The case, assigned Case No. 13-34177, is pending before the U.S. Bankruptcy Court Southern District of Texas (Houston). Judge Jeff Bohm presides over the case. Matthew Scott Okin, Esq., at OKIN & ADAMS LLP, in Houston, Texas, represents the Debtor. The Debtor's Chapter 11 Petition said it has estimated assets between $10,000,001 and $50,000,000 and estimated debts between $10,000,001 to $50,000,000. The petition was signed by Wright Gore, III, chief operating officer. ORCHARD SUPPLY: Gets Court OK to Hire DLA Piper, FTI & Moelis ------------------------------------------------------------- In separate orders, Judge Christopher Sontchi granted Orchard Supply Hardware Stores Corporation, et al., permission to hire several bankruptcy professionals. The Debtors won Court approval to retain DLA Piper LLP (US) as counsel; FTI Consulting, Inc., as financial and strategic advisors; and Moelis & Company LLC as investment banker; and A&G Realty Partners, LLC, as real estate advisors in their Chapter 11 cases nunc pro tunc to the Petition Date. DLA Piper's Stuart M. Brown, Esq. of the firm's Wilmington office as well as Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., of the Chicago office will be rendering legal services to the Debtors. As reported by The Troubled Company Reporter on June 24, 2013, BankruptcyData related that: -- DLA Piper professionals and paraprofessionals charge an hourly charge of $240 to $965 for their services; -- FTI Consulting charges these hourly rates: senior managing director at $700 to $895, director, senior director, managing director at $500 to $745, consultant, senior consultant at $280 to $530 and administrative, paraprofessional at $115 to $230; -- Moelis charges a monthly cash fee of up to $150,000; and -- A&G Realty charges these hourly rates: partner at $765 to $965, associate at $490 to $655 and paralegal at $240. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. BMC Group Inc. is the Debtors' claims and noticing agent. ORCHARD SUPPLY: Can File Schedules and Statements Thru Aug. 6 ------------------------------------------------------------- Judge Christopher Sontchi granted Orchard Supply Hardware Stores Corporation, et al., an additional 20 days from the Petition Date, through and including Aug. 6, 2013, to file their Schedules of Assets and Liabilities and Statements of Financial Affairs. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. OVERSEAS SHIPHOLDING: PwC Retention to Include Audit of 2013 F/S ---------------------------------------------------------------- In accordance with the procedures set forth in the PricewaterhouseCoopers LLP ("PwC) Retention Order, which order authorized the employment and retention of PwC as Independent Auditor, Accountant and Tax Advisor to Overseas Shipholding Group, et al., on July 10, 2013, the Debtors provided notice that they have entered into an Additional Agreement with PwC, in the form of a letter agreement dated June 27, 2013. Pursuant to the 2013 Audit Additional Agreement, PwC will provide an integrated audit of the consolidated financial statements at OSG at Dec. 31, 2013, and for the year then ending and review of OSG's internal controls as of Dec. 31, 2013. Further, the Debtors provided notice that they have also entered into an Additional Agreement pursuant to which PwC will also audit the consolidated financial statements of OSG International, Inc., at December 31 for the years 2013, 2012, 2011 and 2010, and for each of the four years in the period then ending Dec. 31, 2013. The Debtors also provided notice that objections, if any, to the Noticed Agreements, must be filed with the Bankruptcy Court within 21 days of the filing of the Notices, at which point the Debtors will schedule a hearing before the Bankruptcy Court. About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. PARADISE HOSPITALITY: RREF Wants Case Converted to Chapter 7 ------------------------------------------------------------ Senior secured creditor RREF WB Acquisitions, LLC, seeks the conversion of the Chapter 11 case of Paradise Hospitality, Inc. into a Chapter 7 proceeding. RREF asserts that cause exists to convert the case because the Debtor has failed to substantially consummate its First Amended Chapter 11 Plan of Reorganization and is in material default of the Plan. Specifically, RREF cites, the Plan requires the reorganized debtor to sell its retail shopping center, the principal collateral securing the repayment of one of the reorganized debtor's two structured secured debts to RREF no later than 60 days after the Plan Effective Date. "That deadline has not passed, yet the reorganized debtor has not only not sold the shopping center but it has rejected at least one hard offer from a buyer to purchase the shopping center at an amount substantially above RREF's debt amount," RREF says. Against this backdrop, conversion in in the best interest of all creditors and the estate, RREF maintains. Judge Erithe A. Smith will convene a hearing on Aug. 6, 2013 at 10:30 a.m. to consider the Motion to Convert. Previously, on July 1, 2013, Judge Smith denied RREF's Motion to Enforce Provisions of Confirmed Plan of Reorganization. Counsel for RREF WB Acquisitions, LLC are: SQUIRE SANDERS (US) LLP Jeffrey S. Renzi, Esq. Helen H. Yang, Esq. Jordan A. Kroop, Esq. 1 E Washington, Suite 2700 Phoenix, Arizona 85004 Tel No.: +1-602-528-4000 E-mail: jeffrey.renzi@squiresanders.com helen.yang@squiresanders.com Jordan.kroop@squiresanders.com Counsel to Paradise Hospitality Inc. are: THE ORANTES LAW FIRM, P.C. Giovanni Orantes, Esq. Thomas Y. Lucero, Esq. 3435 Wilshire Blvd., Ste 2920 Los Angeles, CA 90010 Tel No: (213) 389-4362 Fax No: (877) 789-5776 E-mail: go@gobklaw.com About Paradise Hospitality Based in Fullerton, California, Paradise Hospitality, Inc., owns a hotel located in Toledo, Ohio and a retail shopping center in El Dorado, Arkansas. The Debtor manages and operates the Hotel. Haydn Cutler company currently manages the Retail Center. The Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11-24847) on Oct. 26, 2011, about three weeks after it lost the right to use the Crowne Plaza for its hotel. For now, the hotel has been renamed Plaza Hotel Downtown Toledo. Judge Erithe A. Smith presides over the case. Sam S. Oh, Esq., at Lim, Ruger & Kim, LLP, serves as the Debtor's counsel. The Debtor disclosed $15,628,687 in assets and $21,430,333 in liabilities as of the Chapter 11 filing. The petition was signed by the Debtor's president, Dae In Kim, a Korean businessman who lives in southern California. PARADISE VALLEY: American Bank Wants Case Converted to Chapter 7 ---------------------------------------------------------------- American Bank asks the U.S. Bankruptcy Court for the District of Montana to convert Paradise Valley Holdings LLC's Chapter 11 case to Chapter 7. Doug James, Esq., at Moulton Bellingham PC, the attorney for American Bank, says that his client wants to put the Debtor under Chapter 7 due to the Debtor's inability to obtain confirmation of a Chapter 11 plan within a reasonable time period. The case has been pending since Sept. 28, 2012. American Bank, Mr. James states, believes that the Debtor is unlikely to be able to confirm a plan. According to Mr. James, the Debtor failed to pay adequate protection to American Bank, which is an undersecured creditor. American Bank also claims that there is also a "gross mismanagement of the estate." American Bank is represented by: MOULTON BELLINGHAM PC Suite 1900, Crowne Plaza P.O. Box 2559 Billings, Montana 59103-2559 Doug James Brian Marty E-mail: doug.james@moultonbellingham.com brian.marty@moultonbellingham.com About Paradise Valley Holdings Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr. D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012. Paradise Valley, also known as Bullis Creek Ranch, disclosed $14.2 million in total assets and $13.1 million in total liabilities. The Debtor owns properties in Park County, worth $14.0 million, and secures a $12.0 million debt to American Bank. The Debtor disclosed that part of the secured claims against the property is a judgment lien in the amount of $250,000 held by the Museum of the Rockies Inc. resulting from a lawsuit against the debtor for breach of contract. A copy of the schedules is available at http://bankrupt.com/misc/mtb12-61585.pdf Judge Ralph B. Kirscher oversees the case. James A. Patten, Esq., at Patten, Peterman, Bekkedahl & Green, P.L.L.C. serves as the Debtor's legal counsel. PETER DEHAAN: Has Permission to Use Cash Collateral Until Sept. 30 ------------------------------------------------------------------ The Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the District of Oregon has authorized Peter Dehaan Holsteins, LLC, to use cash collateral until Sept. 30, 2013, to pay costs and expenses incurred by the Debtor in the ordinary course of its business. A copy of the budget is available for free at: http://bankrupt.com/misc/PETER_DEHAAN_cashcoll_budget.pdf As of the Petition Date, the amounts claimed by the Debtor's secured lender Northwest Farm Credit were approximately $6.54 million. Farm Credit asserts that its claims against the Debtor are secured by valid, enforceable, and properly perfected first priority security interests in the majority of the Debtor's assets, and in all cash and noncash proceeds of the property. The Debtor's sole source of revenue is cash, including cash collateral, and it is necessary for the Debtor to pay operating expenses pursuant to cash collateral orders and budgets during this Chapter 11 case. Use of cash collateral is necessary to avoid immediate and irreparable harm to the estate. As adequate protection for any cash collateral used by the Debtor, Farm Credit is granted a perfected lien or liens to secure an amount up to the allowed amount of Farm Credit's prepetition secured claim against the Debtor, equal to the extentof any diminution in valueof Farm Credit's prepetition collateral by reason of the use of cash collateral. The Farm Credit Replacement Liens will attach to all property and assets of the Debtor and its estate of the same kind or nature as the prepetition collateral. About Peter DeHaan Holsteins Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy industry and well known for producing high quality milk products. Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has managed and operated dairy facilities in Oregon for over 15 years. The Debtor's principal source of income is from the production and sale of milk, which is shipped to Northwest Dairy Association, a cooperative that transports, processes and sells the resulting milk products. In 2011, the Debtor produced 56,137,722 pounds of whole milk which generated gross income of $11.19 million. Peter DeHaan Holsteins employs 36 employees and its dairy herd consists of 2,194 cows and 2,382 heifers for a total of 4,576 animals. The dairy operations are conducted at three separate farms located in Yamhill County and Washington County Oregon. The primary farm consists of milking facilities and a 230 acre farm located at 22180 Lafayette Highway Salem, Oregon. A second farm is leased from Alan and Alice Beardsley which includes dairy facilities and 280 acres of farmland located in Gaston, Oregon. A third farm consisting of 245 acres is owned by the Debtor and is located in McMinnville, Oregon. The McMinnville Farm is used primarily for raising replacement heifers and growing crops used to feed the Debtor's dairy cattle. Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D. Ore. Case No. 12-35080) on June 29, 2012. The Debtor estimated assets of $10 million to $50 million and liabilities of up to $10 million. The Debtor is represented by Jeffrey C. Misley, Esq., at Sussman Shank LLP, in Portland. In its schedules, the Debtor disclosed $11,161,063 in assets and $8,307,564 in liabilities. PETER DEHAAN: Farm Credit Objects to Amended Disclosure Statement ----------------------------------------------------------------- Fully secured creditor Northwest Farm Credit Services, PCA, filed with the U.S. Bankruptcy Court for the District of Oregon an objection to Peter DeHaan Holsteins, LLC's first amended disclosure statement. As reported by the Troubled Company Reporter on June 24, 2013, the Debtor submitted to the Court a First Amended Plan of Reorganization and Disclosure Statement dated May 20, 2013, which discusses at length alternative scenarios on the proposed treatment for Class 1 Northwest Farm Credit Services, PCA Secured Claim. A full-text copy of the First Amended Disclosure Statement is available for free at http://PETERDEHAAN_AmdDSMay20.PDF John D. Albert, Esq., at Albert & Tweet, LLP, the attorney for Farm Credit, says in the July 2, 2013 filing that the First Amended Plan is too vague and uncertain in several key particulars. Mr. Albert states that, among other things, the First Amended Disclosure Statement has no cash flow projections demonstrating the Debtor's ability or inability to fund the post- confirmation plan payments to Farm Credit. Mr. Albert states that the cash flow projection with the First Amended Disclosure Statement covers only the months of June 2013 through February 2014, and includes no debt service beyond the current adequate protection payments. According to Mr. Albert, the First Amended Disclosure Statement contains no estimate of the cash required at confirmation and no discussion of the Debtor's ability to fund the cash requirements of confirmation. "It is unclear whether the First Amended Plan proposes and whether the disclosure statement describes (1) a formula for calculating debt service after a partial liquidation, e.g., monthly payments on the remaining balance amortized over 25 years at 5.5% interest, (2) a fixed payment of $7,369 per month regardless of whether the partial liquidation reduces Farm Credit's secured claim to $1.2 million, or (3) a promise and a requirement that the partial liquidation reduce Farm Credit's secured claim to not more than $1.2 million," Mr. Albert says. Farm Credit's attorney can be reached at: ALBERT & TWEET, LLP John D. Albert P.O. Box 968 Salem, OR 97308 Tel: (503) 585-2056 E-mail: jalbert@albertandtweet.com About Peter DeHaan Holsteins Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy industry and well known for producing high quality milk products. Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has managed and operated dairy facilities in Oregon for over 15 years. The Debtor's principal source of income is from the production and sale of milk, which is shipped to Northwest Dairy Association, a cooperative that transports, processes and sells the resulting milk products. In 2011, the Debtor produced 56,137,722 pounds of whole milk which generated gross income of $11.19 million. Peter DeHaan Holsteins employs 36 employees and its dairy herd consists of 2,194 cows and 2,382 heifers for a total of 4,576 animals. The dairy operations are conducted at three separate farms located in Yamhill County and Washington County Oregon. The primary farm consists of milking facilities and a 230 acre farm located at 22180 Lafayette Highway Salem, Oregon. A second farm is leased from Alan and Alice Beardsley which includes dairy facilities and 280 acres of farmland located in Gaston, Oregon. A third farm consisting of 245 acres is owned by the Debtor and is located in McMinnville, Oregon. The McMinnville Farm is used primarily for raising replacement heifers and growing crops used to feed the Debtor's dairy cattle. Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D. Ore. Case No. 12-35080) on June 29, 2012. The Debtor estimated assets of $10 million to $50 million and liabilities of up to $10 million. The Debtor is represented by Jeffrey C. Misley, Esq., at Sussman Shank LLP, in Portland. In its schedules, the Debtor disclosed $11,161,063 in assets and $8,307,564 in liabilities. PICCADILLY RESTAURANTS: Files Joint Reorg Plan with Yucaipa ----------------------------------------------------------- Piccadilly Restaurants, LLC, and two of its debtor affiliates, together with Yucaipa Corporate Initiatives Fund I, L.P., filed a Joint Chapter 11 Plan of Reorganization and an accompanying Disclosure Statement with the U.S. Bankruptcy Court for the Western District of Louisiana. The Joint Plan contemplates that Yucaipa will advance cash to the Debtors, which will be available to the Reorganized Debtors for the purpose of effectuating the Joint Plan. The Yucaipa Advance will accrue interest at a fixed rate of 9% per annum, with the Debtors' obligation to pay the Advance be secured with a first priority lien. Payment of the Yucaipa Advance will be subordinated to the General Unsecured Claim Note in right of payment -- but not in lien priority -- until the General Unsecured Claim Note is paid in full. On the Plan Effective Date, Piccadilly Investments will form a direct subsidiary, Intermediate Holdco, to which it will transfer its Interests in Piccadilly Restaurants. Moreover, an administrator will be appointed under the Plan, who will be responsible for collecting and disbursing Cash from the General Unsecured Distribution Account, among other things. The administrator will be selected by Yucaipa. The Plan also provides for the classification and treatment of claims against, and interests in, the Debtors -- 5 claim classes against each of Piccadilly Food Service LLC and Piccadilly Investments LLC and 7 claim classes against Piccadilly Restaurants LLC. Claim classes common to all three Debtors are Other Priority Claims; Atalaya Secured Claim; Other Secured Claims; General Unsecured Claims and Interests -- with Piccadilly Restaurants having two more claim classes, Convenience Claims and Litigation Claims. For the Atalaya Secured Claim, a New Atalaya Secured Note will be executed and delivered to Atalaya on the Effective Date. The New Note will provide for interest at a rate of 4.75% per annum, payable quarterly in Cash. Convenience Claims will receive 100% of the Allowed Amount, provided that the aggregate amount of Convenience Claims will not exceed $500,000. For the General Unsecured Claims, the Reorganized Debtors will deposit $700,000 into a General Unsecured Distribution Account. On the Effective Date, the Reorganized Debtors will execute the General Unsecured Claim Note in an amount equal to 100% of the face amount of the Allowed General Unsecured Claims. The Note will bear interest at a fixed per annum rate of 9% until paid in full, and will mature and become payable in 24 months after the Effective Date. The Plan is signed by Thomas J. Sandeman, Chief Executive Officer of Piccadilly Restaurants, LLC and Robert P. Bermingham, Vice- President of Yucaipa Corporate Initiatives Fund I, LLC. Full-text copies of the Joint Chapter 11 Plan and Disclosure Statement dated July 8, 2013, are available for free at: http://bankrupt.com/misc/PICCADILLYREST_PlanDSJul8.pdf A hearing will be conducted on Aug. 13, 2013, at 1:30 p.m. to consider the adequacy of the Disclosure Statement. Any objections must be served with the Court 7 days before the hearing. Counsel to Debtors Piccadilly Restaurants, LLC; Piccadilly Food Service, LLC; and Piccadilly Investments, LLC are: JONES WALKER LLP Elizabeth J. Futrell, Esq. P. Patrick Vance, Esq. Mark A. Mintz, Esq. 201 St. Charles Avenue, 51st Floor New Orleans, LA 70170 Tel No.: (504) 582-8000 Counsel for Yucaipa Corporate Initiatives Fund I, L.P., are: LATHAM & WATKINS, LLP Robert Klyman, Esq. 355 South Grand Avenue Los Angeles, CA 90071-1560 Tel No.: (213) 485-1234 E-mail: ROBERT.KLYMAN@law.com -- and -- HELLER, DRAPER, PATRICK & HORN William H. Patrick, III, Esq. Tristan E. Manthey, Esq. 650 Poydras Street, Suite 2500 New Orleans, LA 70130-6103 Tel No.: (504) 299-3300 E-mail: wpatrick@hellerdraper.com tmanthey@hellerdraper.com About Piccadilly Restaurants Piccadilly Restaurants, LLC, and two affiliated entities sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos. 12-51127 to 12-51129) on Sept. 11, 2012. The affiliates are Piccadilly Food Service, LLC, and Piccadilly Investments LLC. Piccadilly Restaurants, LLC, headquartered in Baton Rouge, Louisiana, is the largest cafeteria-style restaurant in the United States, with operations in 10 states in the Southeast and Mid- Atlantic regions. It is wholly owned by Piccadilly Investments, LLC. Piccadilly operates an institutional foodservice division through a wholly owned subsidiary, Piccadilly Food Service, LLC, servicing schools and other organizations. With a history dating back to 1944, the Company operates 81 restaurants at three owned and 78 leased locations. Then known as Piccadilly Cafeterias, Inc., the Company filed for Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29, 2003. Paul Steven Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman, P.A. represented the Debtor in the case. After Piccadilly declared bankruptcy under Chapter 11, but before its plan was submitted to the Bankruptcy Court for the Southern District of Florida, the Bankruptcy Court authorized Piccadilly to sell its assets to Yucaipa Cos., for about $80 million. In October 2004, the Bankruptcy Court confirmed the plan. Judge Robert Summerhays oversees the 2012 cases. Lawyers at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans, serve as the 2012 Debtors' counsel. BMC Group, Inc., serves as claims agent, noticing agent and balloting agent. In its schedules, the Debtor disclosed $34,952,780 in assets and $32,000,929 in liabilities. New York-based vulture fund Atalaya Administrative LLC, in its capacity as administrative agent for Atalaya Funding II, LP, Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya Special Opportunities Fund (Cayman) IV LP (Tranche B), the Debtors' prepetition secured lender, is represented in the case by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux, L.L.C.; and Patton Boggs, LLP. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, has appointed seven members to the official committee of unsecured creditors in the Debtors' Chapter 11 cases. In October, the Committee sought and obtained Court approval to employ Frederick L. Bunol, Albert J. Derbes, IV, of The Derbes Law Firm, L.L.C. as attorneys. PIONEER FREIGHT: Files Chapter 15 in New York --------------------------------------------- Pioneer Freight Futures Co., at one time a trader in freight futures, filed a petition for Chapter 15 protection (Bankr. S.D.N.Y. Case No. 13-bk-12324) on July 16 in New York through the company's liquidators from the British Virgin Islands. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although the company has been in liquidation in the Virgin Island and in the U.K. since February 2010, the liquidators so far say they have been able to recover "very little" of the books and records. The liquidators intend to use Chapter 15 to chase down asset they believe may have been transferred to the U.S. The report notes that the company was an affiliate of Pioneer Iron & Steel and had offices in Hong Kong and Beijing. The company decided to file for liquidation initially in the British Virgins Islands because that's the place of incorporation. The liquidators want the U.S. Bankruptcy Court to recognize the British Virgin Islands as home to the so-called foreign main proceeding. The report discloses that a ruling to that effect will halt creditor actions in the U.S. and allow the liquidators to use powers of U.S. law to collect assets for distribution to creditors by the court in the British Virgin Islands. The petition listed assets and debt both exceeding $100 million. RAMS ASSOCIATES: Jersey Shore Arena Files Ch.11 to Sell to Lender ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Rams Associates LP, doing business as Jersey Shore Arena, a three ice-rink recreation facility in Farmingdale, New Jersey, filed a petition for Chapter 11 protection (Bankr. D.N.J. Case No. 13-bk-25541) on July 16 in Trenton. According to the report, the Chapter 11 filing was in response to an involuntary petition filed in June by four creditors. The rinks have $11.5 million in mortgages recently acquired by a company affiliated with Alex Shnayderman, according to a court filing. There was a tentative agreement before bankruptcy for him to buy the 15-acre property, which also has a laser-tag pro shop, arcade, and indoor turf field. The report notes that the current owners have a $4.25 million mortgage, and there is $500,000 owing on real estate taxes. The report discloses that unsecured creditors are owed another $4 million, according to a court filing. The owners intend to sell the facility in Chapter 11. REVSTONE INDUSTRIES: Boston Finance Wants Parts of Chapter 7 ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that creditors of Revstone Industries LLC collectively and individually are teaming up to dismember the maker of truck-engine parts. According to the report, the first shoe dropped this month when the creditors' committee took the initiative away from Lexington, Kentucky-based Revstone and filed a proposed Chapter 11 reorganization plan giving ownership to unsecured creditors and wiping out existing equity holdings. Last week, secured creditor Boston Finance Group LLP filed a motion seeking conversion of the Chapter 11 cases of two Revstone units to liquidations in Chapter 7, where a trustee would make distributions of remaining assets without a Chapter 11 plan. The assets of the two subsidiaries, Greenwood Forgings LLC and US Tool & Engineering LLC, were both sold with permission from the bankruptcy court in Delaware. Most sale proceeds were turned over to Boston Finance, the primary secured creditor. Boston Finance said it still has claims against the two companies for more than $5 million. Saying it's the largest creditor and never will vote in favor of Chapter 11 plans for the two units, Boston Finance wants the two cases converted to Chapter 7 where a trustee could more quickly make distributions of remaining assets. The report discloses that the creditors' committee claimed it was entitled to file a plan because Revstone violated an agreement extending the company's exclusive right to propose a reorganization. The nature of Revstone's shortcomings is unknown because the agreement governing exclusivity was filed under seal. Creditors were also seeking appointment of a trustee. The basis for having a trustee was never revealed because the papers are filed under seal. 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. SAAB CARS: Confirms 25% to 82% Liquidating Chapter 11 Plan ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Saab Cars North America Inc., the U.S. subsidiary of the bankrupt Swedish automaker Saab Automobile AB, can emerge from bankruptcy after a judge in Delaware on July 16 signed a confirmation order approving the liquidating Chapter 11 plan. According to the report, assets already liquidated, the plan proposed jointly by the company and the unsecured creditors' committee governs the distributions of sale proceeds. Unsecured creditors with claims totaling $77 million were told to expect a recovery between 25 percent and 82 percent. The pool of unsecured claims included about $50 million from the Swedish parent on account of new cars and parts. How much other unsecured creditors recover will depend on the committee's success in knocking out or subordinating the parent's claims, according to the explanatory disclosure statement. The report notes that the unsecured creditor recovery will also depend on whether dealers end up with valid unsecured claims. Ally Financial Inc. is expected to have a full recovery on its $18.5 million claim secured by cars that were sold. A March 31 balance sheet among the disclosure materials shows the U.S. company as having $26.5 million in cash. About Saab Cars N.A. More than 40 U.S.-based Saab dealerships have signed an involuntary chapter 11 bankruptcy petition for Saab Cars North America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30, 2012. The petitioners, represented by Wilk Auslander LLP, assert claims totaling $1.2 million on account of "unpaid warranty and incentive reimbursement and related obligations" and/or "parts and warranty reimbursement." Leonard A. Bellavia, Esq., at Bellavia Gentile & Associates, in New York, signed the Chapter 11 petition on behalf of the dealers. Donlin, Recano & Company, Inc. (DRC), has been retained to provide claims and noticing agent services to Saab Cars North America, Inc. in its Chapter 11 case. The dealers want the vehicle inventory and the parts business to be sold, free of liens from Ally Financial Inc. and Caterpillar Inc., and "to have an appropriate forum to address the claims of the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg News. Saab Cars N.A. is the U.S. sales and distribution unit of Swedish car maker Saab Automobile AB. Saab Cars N.A. named in December an outside administrator, McTevia & Associates, to run the company as part of a plan to avoid immediate liquidation following its parent company's bankruptcy filing. Saab Automobile AB is a Swedish car manufacturer owned by Dutch automobile manufacturer Swedish Automobile NV, formerly Spyker Cars NV. Saab Automobile AB, Saab Automobile Tools AB and Saab Powertain AB filed for bankruptcy on Dec. 19, 2011, after running out of cash. On Feb. 24, 2012, the Court, inconsideration of the petition filed on Jan. 30, 2012, granted Saab Cars North America, Inc., relief under Chapter 11 of the Bankruptcy Code. On March 9, 2012, the U.S. Trustee formed an official Committee of Unsecured Creditors and appointed these members: Peter Mueller Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and Delaware Motor Sales, Inc. The Committee tapped Wilk Auslander LLP as general bankruptcy counsel, and Polsinelli Shughart as its Delaware counsel. SATNAM LODGING: Non-Disclosure Costs Lawyer $16,033 --------------------------------------------------- Bankruptcy Judge Arthur B. Federman directed attorney Lydia Carson -- who filed the voluntary Chapter 11 Petition on behalf of Satnam Lodging, L.L.C. in January 2013, and who represented Satnam in its previous bankruptcy case in 2012 -- to disgorge and pay into the trust account of the Debtor's current counsel, Bradley McCormack, the sum of $16,033 within 14 days. The Court finds that Ms. Carson failed to comply with the disclosure requirements of 11 U.S.C. Sec. 329, Fed.R.Bankr.P. Rules 2014 and 2016, and Local Rule 2016-1. The Court finds that disgorgement of fees paid in both cases is an appropriate sanction for such failure, particularly considering Ms. Carson's response that the lack of disclosure was intentional due to the source of the fees, and her continued failure to fully disclose her compensation, even after she had been ordered to disgorge the first $5,000. In sum, based on her intentional misrepresentations to the Court concerning her compensation, Ms. Carson will be ordered to disgorge $10,746 from the 2012 case, plus $5,287 from the 2013 case. The Court also directed Mr. McCormack to hold the funds in trust pending a determination as to who may be entitled to them, and to certify to the Court whether they are received as ordered. A copy of the Court's July 16 Amended Order is available at http://is.gd/bIvG97from Leagle.com. Satnam Lodging, L.L.C., operates a Country Hearth Inn hotel in Kansas City, Missouri. Satnam Lodging sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 13-40100) on Jan. 10, 2013, represented by Lydia M. Carson, Esq. -- lydiacarsonlaw@yahoo.com -- at Carson Law Center, P.C. Judge Dennis R. Dow was originally assigned to the case. In its 2013 petition, Satnam scheduled assets of $2,148,267 and liabilities of $3,142,037. A list of the Company's 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/mowb13-40100.pdf The petition was signed by Daljeet Mann. Satnam first filed for bankruptcy (Bankr. W.D. Mo. Case No. 12-42607) on June 26, 2012. Judge Arthur B. Federman oversaw this case. Ms. Carson, Esq., also served as counsel in the 2012 case. In the 2012 petition, Satnam scheduled assets of $5,958,378 and liabilities of $4,306,534. A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mowb12-42607.pdf The petition was signed by Daljeet Mann. The 2012 case was dismissed on Dec. 4, 2012, on the Debtor's motion. The U.S. Trustee and Zion's First National Bank also had Motions to Dismiss or Convert pending in the first case. SIEGMUND STRAUSS: Windsor Brands' Claim Pegged at $496,265 ---------------------------------------------------------- Bankruptcy Judge Martin Glenn ruled that the letter agreements between Siegmund Strauss, Inc., and Windsor Brands, Ltd.; and between Strauss and Twinkle Import Co., Inc., constituted a valid enforceable contract that was breached by Strauss. As a result, for voting and distribution purposes pursuant to 11 U.S.C. Section 502(c), the Court estimates the value of Claim No. 33 filed by Roberto Rodriguez and Teresa Rodriguez on behalf of Twinkle and its parent company, Windsor, at $496,265.60, consisting of: (i) $381,265.60 for Strauss's failure to purchase Twinkle's inventory, (ii) $12,000 for Strauss's failure to pay for the Rodriguez Parties' warehouse equipment, (iii) $88,000 for Strauss's failure to pay for the fixtures and leasehold improvements, and (iv) $15,000 for sales commissions for May 2006. The claim asserted by the Rodriguez Parties has been the subject of more than seven years of litigation in New York state courts including: in the Commercial Division in Manhattan, two trips to the Appellate Division, First Department, and one trip to the New York Court of Appeals. Despite these protracted proceedings in state court, the parties acknowledge, and it is clear to the Court, that allowing the litigation to proceed to judgment in state court would unduly delay administration of the case. Therefore, the Court determined that estimation of the claim for purposes of voting and distribution is appropriate. Counsel for the parties agreed with this conclusion and cooperated in establishing the procedures for the July 8 estimation hearing. A copy of Judge Glenn's July 17 Findings of Fact and Conclusions of Law estimating claim no. 33 is available at http://is.gd/2ZfwF4 from Leagle.com. Jaspan Schlesinger LLP's Shannon Anne Scott, Esq. -- sscott@jaspanllp.com -- represents Roberto Rodriguez, Teresa Rodriguez, Twinkle Import Co., Inc. and Windsor Brands, Ltd. Siegmund Strauss, Inc., based in Bronx, New York, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-10887) on March 25, 2013. Marc E. Richards, Esq., at Blank Rome, LLP, serves as the Debtor's counsel. Siegmund Strauss scheduled $232,292 in assets, and liabilities of $1,067,847. A list of the Company's 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/nysb13-10887.pdf The petition was signed by Stanley Mayer, president. Seyfarth Shaw LLP's Adrian Zuckerman, Esq., and Ralph Berman, Esq. -- azuckerman@seyfarth.com and rberman@seyfarth.com -- serve as Special Litigation Counsel to Siegmund Strauss. STEINWAY MUSICAL: S&P Retains 'B+' CCR on CreditWatch Negative -------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B+' corporate credit rating on Waltham, Mass.-based Steinway Musical Instruments Inc. remains on CreditWatch with negative implications. The rating was placed on CreditWatch with negative implications on July 2, 2013, following Steinway's announcement that it had received a cash offer for all of its outstanding shares from Kohlberg & Co. and affiliates at $35 per share. The company is in a "go-shop" period, which is set to expire on Aug. 14. S&P expects the transaction to close in the company's fiscal third quarter. At the same time, S&P assigned a 'B' issue-level rating to Steinway's proposed $175 million first-lien senior secured term loan due 2019, and a recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. S&P has also assigned a 'B-' issue-level rating to the company's proposed $75 million second-lien senior secured term loan due 2020, and a recovery rating of '5', indicating S&P's expectation for modest (10% to 30%) recovery in the event of a payment default. The new issue-level ratings are not on CreditWatch but are dependent on a successful completion of the proposed transaction, and are subject to a review of final documentation. S&P also has withdrawn the rating on Steinway's existing 7.0% senior notes due 2014 following the July 15, 2013, redemption of the remaining outstanding balance. S&P expects net proceeds from the proposed term loans, along with a $175 million equity investment from Kohlberg & Co., a moderate draw on the proposed $75 million asset-based lending facility due 2018 (ABL, unrated), and cash on hand to be used to purchase the outstanding equity and pay fees and expenses. "We intend to resolve the CreditWatch listing when Steinway completes the proposed transaction and finalizes the related financing," said Standard & Poor's credit analyst Stephanie Harter. "At that time we expect to lower the corporate credit rating to 'B' based upon terms of the currently proposed transaction, and assign a stable outlook." If Steinway does not complete the proposed transaction as currently described, Standard & Poor's would withdraw the new issue-level ratings on the senior secured facilities and reevaluate the CreditWatch listing and ratings. SUNSTONE COMPONENTS: Pancon Wins Approval to Buy Metal Stamper -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Pancon Corp. got formal court approval on July 16 to buy the assets of Sunstone Components Group Inc. for $4.2 million. According to the report, although Pancon was the stalking-horse, or lead, bidder at auction, it was forced to raise the price almost two-thirds to win the day. Pancon is a Stoughton, Massachusetts-based connector maker controlled by private-equity investor Milestone Partners. Sunstone is a provider of precision metal stampings and insert moldings. At the outset of bankruptcy, senior secured lender Comerica Bank was owed about $5.1 million. The report notes that it will receive almost $2.3 million from sale proceeds and share the remainder at a ratio of 92.5 percent to 7.5 percent with the company, with the bank receiving the larger share. Comerica is waiving any remaining unsecured claims and taking its lien off remaining property. About Sunstone Components Group Headquartered in Temecula, California, Sunstone Components Group is a provider of precision metal stamping and insert injection moldings. Snowbird Capital Mezzanine Fund, a subordinate secured lender owed $6.7 million by Sunstone Components Group, Inc., filed an involuntary Chapter 11 bankruptcy petition for Sunstone (Bankr. C.D. Cal. Case No. 13-16232) on April 5, 2013. Snowbird also filed an involuntary Chapter 11 case against Molding International and Engineering, Inc. (Bankr. C.D. Cal. Case No. 13- 16235) on April 5, 2013. The Debtors are represented by attorneys at Landau Gottfried & Berger, LLP. The petitioner is represented by Mark B. Joachim, Esq., at Arent Fox, LLP. Bankruptcy Judge Meredith A. Jury presides over the case. Comerica Bank, owed about $5.1 million, is the senior secured lender. The bank is providing an additional $220,000 loan for the bankruptcy. On May 2, 2013, the company consented to being in Chapter 11 order to sell substantially all of the Company's assets. Comerica has been providing $220,000 in financing for the bankruptcy. SYNOVUS FINANCIAL: Moody's Lifts Sr. Unsecured Debt Rating to B1 ---------------------------------------------------------------- Moody's Investors Service has upgraded the long-term ratings of Synovus Financial Corporation and its bank subsidiary, Synovus Bank. The senior unsecured debt of Synovus Financial was upgraded to B1 from B2. At Synovus Bank, long-term deposits were upgraded to Ba2 from Ba3 and the standalone bank financial strength rating/baseline credit assessment was upgraded to D/ba2 from D- /ba3. The short-term ratings of the bank were affirmed at Not Prime. Following the upgrade, the rating outlook is positive. Ratings Rationale: The upgrade follows Synovus' announcement of its intent to redeem its $968 million of TARP preferred stock. The redemption will be funded mostly from dividends from the bank, as well as preferred and common equity issuances. Moody's said that the rating upgrade reflects the progress Synovus has made in improving the sustainability of its franchise and its asset quality and earnings, which is reflected by the regulators allowing the company to redeem TARP. This redemption follows other recent positive developments such as the reversal of the valuation allowance against its deferred tax asset and the removal of its regulatory agreements. Regarding asset quality and earnings, as of June 30, 2013, Synovus' nonperforming assets (NPAs: nonaccrual loans, 90+ days past due, other real estate, and accruing troubled debt restructured loans) were $1.3 billion or 6.4% of loans and other real estate. Although still high, it is significantly less than the peak of 2009. Earning has improved since Synovus returned to profitability in late 2011, driven largely by lower credit costs. The positive outlook reflects the continued progress that Moody's expects the company to realize in reducing its NPAs and its commercial real estate (CRE) concentration. NPAs have declined consistently for several periods, although progress has been moderated by the inflow of accruing troubled debt restructured loans. CRE has also declined significantly to less than one-third of total loans, as the company emphasizes commercial loan growth. An element that could reduce positive rating pressure is evidence of imprudent underwriting in Synovus' growing commercial portfolio. The principal methodology used in these ratings was Global Banks published in May 2013. THQ INC: Plan to Be Confirmed; Investors Make 500% On Debt ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the bankruptcy judge told THQ Inc. at a confirmation hearing July 16 that she will sign an order approving the video- game developer's liquidating Chapter 11 plan. According to the report, the primary dispute to determine how much creditors receive and how soon will be the topic of an Aug. 19 hearing. THQ wants the court to subordinate the $107 million in claims held by foreign subsidiaries. Investors who bought THQ unsecured notes before bankruptcy are looking at a profit of more than 500 percent, based on recent trading prices. The report relates that the liquidating plan gives unsecured creditors as little as 19.9 percent or as much as 51.9 percent on claims ranging between $143 million and $291.6 million. If the foreign subsidiaries claims are held valid, the recovery at least in the short-run will be at the low end of the range, 19.9 percent to 29.6 percent, according to the disclosure statement. If the European claims are knocked out, the distribution rises to 31.5 percent to 51.9 percent. The report notes THQ has told the court that the foreign subsidiaries are all solvent and thus eventually will pay their own creditors in full, leaving a surplus of $9 million to $14 million ultimately returning to the parent. The subsidiaries take the position that the process should take the normal course and not presuppose they can pay their creditors fully. Ultimately, THQ estimates the liquidation will generate $94.9 million to $105.2 million, leaving $58 million to $74 million for distribution to unsecured creditors. THQ's $100 million in unsecured notes last traded on July 12 for 50.5 cents on the dollar, about 2.5 times the price on Jan. 11, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The notes have risen more than fivefold in price since December. About THQ Inc. THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide developer and publisher of interactive entertainment software. The Company developed its products for all popular game systems, personal computers, wireless devices and the Internet. Headquartered in Los Angeles, California, THQ sold product through its network of offices located throughout North America and Europe. THQ Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13398) on Dec. 19, 2012. Michael R. Nestor, M. Blake Cleary and Jaime Luton Chapman at Ypung Conaway Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher LLP represent the Debtors. FTI Consulting and Centerview Partners LLC are the financial advisors. Kurtzman Carson Consultants is the claims and notice agent. Before the bankruptcy, Clearlake signed a contract to buy Agoura THQ for a price said to be worth $60 million. After a 22-hour auction with 10 bidders, the top offers brought a combined $72 million from several buyers who will split up the company. Judge Walrath approved the sales in January. Some of the assets didn't sell, including properties the company said could be worth about $29 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five persons to serve in the Official Committee of Unsecured Creditors. The Committee tapped Houlihan Lokey Capital as its financial advisor and investment banker, Landis Rath & Cobb as co-counsel and Andrews Kurth as counsel. UNITEK GLOBAL: S&P Raises Corporate Credit Rating to 'CCC' ---------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Blue Bell, Pa.-based UniTek Global Services Inc. to 'CCC' from 'D', and raised the issue-level rating on its senior secured term loan to 'CCC-' from 'D'. S&P placed the ratings on CreditWatch with positive implications. At the same time, S&P withdrew the 'CC' rating on the extinguished $75 million asset- based lending facility. "The rating actions reflect UniTek's payment of its previously missed interest payment on its senior secured term loan, and the company's new $75 million asset-based revolving credit facility," said Standard & Poor's credit analyst Michael Weinstein. S&P believes the new facility will provide the company with necessary working capital to fund ongoing operations. On July 18, 2013, UniTek said it is nearing an amendment to its term loan credit agreement which would grant the company relief on its financial maintenance covenants, including the total leverage covenant that S&P believes was out of compliance. The proposed redrawn leverage and fixed-charge covenants would be set with at least 20% cushion to future EBITDA under the amendment. If UniTek is successful in obtaining the amendment to its credit agreement, S&P believes the company would maintain its existing service contract with DirecTV, which generates approximately 40% of the company's total revenue. "We anticipate that we will keep the ratings on CreditWatch until UniTek executes the amendment of its senior secured term loan and receives written notice from DirecTV confirming that the customer will maintain UniTek's existing service contract. If these near- term issues are resolved and we are confident in ongoing operations, we could raise the corporate credit rating to the 'B' category. However, ratings could remain constrained if the company's audited and quarterly financials are further delayed due to the previously announced admission of improper revenue recognition at the company's Pinnacle Wireless division," S&P said. W/S PACKAGING: Moody's Assigns 'B2' CFR; Outlook Stable ------------------------------------------------------- Moody's Investors Service assigned a first time ratings of a B2 corporate family and B3-PD probability of default to label manufacturer W/S Packaging Holdings, Inc. The rating outlook is stable. The proceeds of the transaction will be used to refinance existing debt and pay related fees and expenses. Moody's took the following actions for W/S Packaging Group, Inc.: - Assigned B2 Corporate Family Rating - Assigned B3-PD probability of default rating - Assigned $40 million revolver due 2018, B1 (LGD 3, 30%) - Assigned $236 million senior secured term loan B due 2019, B1 (LGD 3, 30%) The rating outlook is stable. The ratings are subject to the receipt and review of the final documentation. Ratings Rationale: The B2 corporate family rating reflects W/S's high leverage, low percentage of contracts with cost pass-throughs and EBIT margin that is weak for the rating category. The rating also reflects the company's acquisitiveness and the competitive and fragmented industry structure. Strengths in W/S's credit profile include long-standing relationships with the top ten customers, high percentage of sales to relatively stable end markets and a good competitive position. The company is one of the larger companies in the industry despite its small revenue base. The rating outlook is stable. The stable outlook contemplates an expectation of continued strong execution, good liquidity and sound financial policies. The rating could be downgraded if there is a deterioration in credit metrics, the operating and competitive environment or liquidity. A large acquisition or a large number of smaller acquisitions over the horizon may also prompt a downgrade. Specifically, the rating could be downgraded if debt to EBITDA increases to above 6.0 times, free cash flow to debt declines below 4.0% and/or the EBIT margin declines to below 6.0%. The rating could be upgraded if the company sustainably improves credit metrics while maintaining good liquidity within the context of a stable operating and competitive environment. Specifically, the rating could be upgraded if debt to EBITDA declines to less than 4.5 times, free cash flow to debt rises to the high single digits, EBIT interest coverage increases to above 1.75 times, and the EBIT margin increases to above 7.5%. The principal methodology used in this rating was the Global Packaging Manufacturers: Metal, Glass, and Plastic Containers Industry Methodology published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Green Bay, WI, W/S Packaging Group, Inc. is a provider of pressure sensitive labels, flexible film packaging and other packaging solutions for the food and beverage, health and beauty, and consumer products markets. Approximately 96% of the company's revenue is generated in the US with the remainder primarily from Canada, Europe and Mexico. Revenue for the twelve months ended April 30, 2013 was approximately $426 million. W/S has been a portfolio company of J.W. Childs Associates, L.P. since 2006. * Citigroup Rectified Improper Filing of Social Security Numbers ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Citigroup Inc. blew the whistle on itself for violating court rules by filing claims that disclosed personal information about bankrupt consumers. According to the report, as a result of previously secret settlements with U.S. Trustees around the county, the bank removed Social Security numbers and birthdates from claims filed in 150,000 cases from 2007 to 2011, according to an e-mailed statement from the Executive Office of the U.S. Trustee program. The report notes that Citigroup first went to the bankruptcy court in New York in September 2011, disclosing that it had included information on proofs of claim that should have been redacted from publicly visible court filings. The result was a settlement under which Citigroup agreed to remove the offending information. The report discloses that in addition, Citigroup gave the consumers one year of free credit monitoring. The proceedings were under seal until this week to prevent the unscrupulous from learning about the existence of the information. There were agreements with U.S. Trustees from around the country because courts have held there is no power to make what amounts to a class-action settlement in an individual bankruptcy. The matter is In re Matter of Citi Replacement Filings, 11-bk-00405, U.S. Bankruptcy Court, Southern District of New York. * Moody's: Borrowing Base Facilities Have Highest Ave. Recoveries ----------------------------------------------------------------- Among all the types of debt in a company's capital structure, few offer investors higher average recoveries in default than bank loans with borrowing base facilities, Moody's Investors Service says in a new report, "Money in the Bank." Upon review of 285 bank debt instruments in its Ultimate Recovery Database, Moody's found that borrowing base facilities have average recoveries of 96.9%. A borrowing base is a defined set of company assets that serve as collateral for a bank loan. "Bank loans with borrowing base facilities are usually secured by a company's current assets, are typically over-collateralized and have historically offered an ample cushion of contractually subordinated debt to absorb losses," says Senior Vice President, David Keisman. "If the US speculative-grade default rate were to rise from its current low levels, borrowing base facilities would fare better in default than most other types of debt instruments." While the contractual features of borrowing base debt instruments, such as the nature of the collateral, are key determinants of investors' recovery in default, Keisman says, the most important elements relate more to the structure of the debt instrument and its place in the company's capital structure. "With an average 64.8% cushion of subordinated debt, borrowing base facilities' senior standing in the capital structure is a key reason why they have high recoveries," he says. "In addition, borrowing base facilities benefit from what might be called 'active bank management,' as lenders keep a close eye on underlying collateral and can adjust the percentage of collateral value that will be available to borrowers." The use of borrowing base facilities tends to center on industries that have a finished or commodity inventory that can be readily valued, and on lower-rated companies, according to Moody's. Lenders to the oil and gas exploration and production (E&P) sector, for example, have for decades been using a specialized form of borrowing base lending known as reserve base lending. "Highly capital-intensive E&P companies are exposed to unique risks, including commodity price volatility and a depleting resource base," says Vice President -- Senior Credit Officer, Stuart Miller. "Reserve base lending, which is a secured borrowing base credit facility, is used to govern leverage and maintain a prudent advance rate to speculative-grade companies." While borrowing bases are critical components of asset-based loans (ABLs), not all borrowing base facilities have the elements required for designation as ABLs, Moody's says. ABLs generally have more rigorous collateral controls and monitoring than non-ABL borrowing base facilities, for example, and lenders may also have the right to make field inspections of a business and to access the borrower's cash collections under certain conditions. * BOND PRICING -- For Week From July 15 to 19, 2013 --------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AES Eastern Energy LP AES 9.670 4.125 1/2/2029 AES Eastern Energy LP AES 9.000 1.750 1/2/2017 AGY Holding Corp AGYH 11.000 52.063 11/15/2014 ATP Oil & Gas Corp ATPG 11.875 1.250 5/1/2015 ATP Oil & Gas Corp ATPG 11.875 0.875 5/1/2015 ATP Oil & Gas Corp ATPG 11.875 0.875 5/1/2015 Affinion Group Holdings Inc AFFINI 11.625 51.000 11/15/2015 Alion Science & Technology Corp ALISCI 10.250 64.998 2/1/2015 Atlantic City Electric Co POM 6.625 99.000 8/1/2013 Buffalo Thunder Development Authority BUFLO 9.375 31.875 12/15/2014 Cengage Learning Acquisitions Inc TLACQ 10.500 20.500 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 12.000 15.250 6/30/2019 Cengage Learning Acquisitions Inc TLACQ 13.250 1.250 7/15/2015 Cengage Learning Acquisitions Inc TLACQ 10.500 20.500 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 13.250 1.250 7/15/2015 Cengage Learning Holdco Inc TLACQ 13.750 1.250 7/15/2015 Champion Enterprises Inc CHB 2.750 0.375 11/1/2037 Corporate Bond TRACERS Units CBTRCR 5.220 99.167 7/25/2013 Dynegy Roseton LLC / Dynegy Danskammer LLC Pass Through Trust Series B DYN 7.670 4.500 11/8/2016 Eastman Kodak Co EK 7.000 5.000 4/1/2017 Eastman Kodak Co EK 9.200 3.600 6/1/2021 Eastman Kodak Co EK 9.950 2.100 7/1/2018 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 FairPoint Communications Inc/Old FRP 13.125 1.000 4/2/2018 FiberTower Corp FTWR 9.000 8.750 1/1/2016 First Data Corp FDC 4.700 99.102 8/1/2013 GMX Resources Inc GMXR 9.000 13.000 3/2/2018 GMX Resources Inc GMXR 4.500 5.250 5/1/2015 Gasco Energy Inc GSXN 5.500 17.000 10/5/2015 Geokinetics Holdings USA Inc GEOK 9.750 51.750 12/15/2014 HP Enterprise Services LLC HPQ 3.875 94.525 7/15/2023 Hawker Beechcraft Acquisition Co LLC / Hawker Beechcraft Notes Co HAWKER 9.750 2.000 4/1/2017 James River Coal Co JRCC 4.500 49.063 12/1/2015 LBI Media Inc LBIMED 8.500 30.000 8/1/2017 Lehman Brothers Holdings Inc LEH 1.000 21.250 8/17/2014 Lehman Brothers Holdings Inc LEH 1.000 21.250 8/17/2014 Lehman Brothers Holdings Inc LEH 0.250 21.250 12/12/2013 Lehman Brothers Holdings Inc LEH 0.250 21.250 1/26/2014 Lehman Brothers Holdings Inc LEH 1.250 21.250 2/6/2014 Lehman Brothers Holdings Inc LEH 1.000 21.250 3/29/2014 MF Global Holdings Ltd MF 6.250 44.500 8/8/2016 MF Global Holdings Ltd MF 1.875 44.250 2/1/2016 OnCure Holdings Inc ONCJ 11.750 44.500 5/15/2017 PMI Group Inc/The PMI 6.000 26.000 9/15/2016 Penson Worldwide Inc PNSN 12.500 24.125 5/15/2017 Penson Worldwide Inc PNSN 8.000 8.625 6/1/2014 Penson Worldwide Inc PNSN 12.500 24.125 5/15/2017 Platinum Energy Solutions Inc PLATEN 14.250 57.850 3/1/2015 Powerwave Technologies Inc PWAV 1.875 1.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 1.125 11/15/2024 RadioShack Corp RSH 2.500 96.000 8/1/2013 Residential Capital LLC RESCAP 6.875 30.500 6/30/2015 Savient Pharmaceuticals Inc SVNT 4.750 15.000 2/1/2018 School Specialty Inc SCHS 3.750 40.000 11/30/2026 THQ Inc THQI 5.000 50.500 8/15/2014 TMST Inc THMR 8.000 9.500 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 25.250 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 9.350 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 7.500 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 24.050 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 12.500 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 8.875 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 7.875 11/1/2016 USEC Inc USU 3.000 25.893 10/1/2014 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 53.500 8/1/2016 WCI Communities Inc/Old WCI 4.000 0.375 8/5/2023 Wabtec Corp/DE WAB 6.875 100.500 7/31/2013 Western Express Inc WSTEXP 12.500 66.500 4/15/2015 Western Express Inc WSTEXP 12.500 66.500 4/15/2015 ********* 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, Valerie Udtuhan, 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 ***