/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130802.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, August 2, 2013, Vol. 17, No. 212 Headlines 1 STOP: Voluntary Chapter 11 Case Summary 2279-2283 THIRD AVENUE: Court Sets Aug. 6 Hearing on Plan Outline A.K. II: Voluntary Chapter 11 Case Summary ABERDEEN LAND: Plan Disclosures Hearing Moved to Oct. 7 ADT CORP: S&P Lowers Corp. Credit Rating to 'BB-'; Outlook Stable ALLIED SYSTEMS: Black Diamond, Spectrum Top Yucaipa in Debt Fight AMERICAN AIRLINES: Objections to Disclosure Statement Filed AMERICAN AIRLINES: Cantor Fitzgerald, US Bank Take on Ch. 11 Plan AMERICAN AIRLINES: Wants to Expand Winstead Work AMERICAN AIRLINES: Seeks to Hire Venable as Lobbyist AMERICAN AIRLINES: Wins OK for Shook Hardy as Counsel AMERICAN AIRLINES: Felsberg Pedretti Reclassified as OCP AMERICAN HOUSING: Templeton Suit Not Certified for Direct Appeal ATLANTIC POWER: S&P Raises Rating on $190MM 5.9% Sr. Notes to 'B' AMERICAN ROADS: Case Summary & 30 Largest Unsecured Creditors ANACOR PHARMACEUTICALS: Submits NDA for Tavaborole ASMAR & SONS: Case Summary & 20 Largest Unsecured Creditors ASPEN GROUP: Had $1.4 Million Net Loss During Transition Period ATLANTIC COAST: Incurs $1.6 Million Net Loss in Second Quarter AVANTAIR INC: Faces Chapter 7 Involuntary Case in Florida BANK OF THE CAROLINAS: Had $965,000 Net Loss in Second Quarter BATE LAND: Case Summary & 3 Unsecured Creditors BELLE FOODS: Can Employ CMAG as Chief Restructuring Officer BELLE FOODS: Has Interim OK to Borrow $33MM to Refinance Loans BELLE FOODS: Court Approves 11-Member Creditors Committee BELLE FOODS: Can Employ Food Partners as Investment Banker BEULAH ROAD: Voluntary Chapter 11 Case Summary BERGENFIELD SENIOR HOUSING: Court Sets Oct. 12 Auction for Assets BERGENFIELD SENIOR: Has Interim OK to Use Rents Until Oct. 31 BIOVEST INTERNATIONAL: R. Osman Ownership at 26% as of July 18 BOYD GAMING: Moody's Rates New $1.75-Bil. Debt Facility 'Ba3' BOYD GAMING: S&P Assigns 'BB-' Rating to $1.75BB Sr. Facility CAESARS ENTERTAINMENT: Files Correct Version of Prepared Remarks CAMCO FINANCIAL: To Hold "Say on Pay" Vote Every Three Years CASH STORE: Michael Shaw Steps Down as Director CHEYENNE HOTEL: Hearing on Amended Plan Outline Continued Wed. CIRCLE STAR: Delays Form 10-K for Fiscal 2013 CLEAR CHANNEL: Names Former Time Warner Executive as President COMMUNITY HEALTH: S&P Affirms B+ CCR & Alters Outlook to Negative CORAL INVESTMENTS: Case Summary & 9 Unsecured Creditors CUI GLOBAL: Has Exclusive License to VE-Probe and VE-Technology CUMBERLAND CORRAL: Case Summary & 20 Largest Unsecured Creditors CUMULUS MEDIA: Widens Net Income to $27.1 Million in Q2 D.R. HORTON: Fitch Rates New $400MM Senior Notes Due 2023 'BB' D.R. HORTON: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2' D.R. HORTON: S&P Assigns 'BB' Rating to $400MM Sr. Notes Due 2023 DETROIT, MI: Council Pursues Congressional Hearings on Bankruptcy DIVINE MERCY: Updated Case Summary & Creditors' Lists DTS8 COFFEE: Delays Form 10-K for Fiscal 2013 EARL SIMMONS: Rapper DMX Files for Bankruptcy EDISON MISSION: Creditors Seek Permission to Sue Parent EPIQ SYSTEMS: Moody's Assigns 'B1' CFR & Rates $400MM Debt 'B1' EPIQ SYSTEMS: S&P Assigns 'BB-' CCR; Outlook Stable EXCEL MARITIME: Creditors Plan to File Rival Chapter 11 Plan FAIRFAX FINANCIAL: S&P Withdraws 'BB+' Ratings on Subsidiaries FIRST DATA: Incurs $189.1 Million Net Loss in Second Quarter FIRSTENERGY CORP: Fitch Downgrades Issuer Default Ratings to 'BB+' GASCO ENERGY: Files Form 10-Q, Incurs $3 Million Net Loss in Q2 GELTECH SOLUTIONS: Director J. Eisenberg Resigns GENERIC DRUG: New Term Loan and Revolver Gets Moody's B1 Rating GULF STATES STEEL: 11th Cir. Clears Nucor of Antitrust Violations HARDWOOD CABINETS: Case Summary & 17 Unsecured Creditors HARMONY FOODS: S&P Withdraws 'B-' Corporate Credit Rating HORIZON HEALTH: Case Summary & 20 Largest Unsecured Creditors ICEF PUBLIC: S&P Assigns 'BB' Rating to 2013A & 2013B Bonds ICEWEB INC: Amends Letter of Intent to Acquire CTC IDERA PHARMACEUTICALS: Longwood Held 8.4% Equity Stake at May 29 INSPIREMD INC: First Patient Enrolled in MGuardTM Trial INTERLINE BRANDS: S&P Lowers Corp. Credit Rating to 'B' INTERPOOL INC: S&P Affirms 'B+' CCR; Outlook Stable INTERTAPE POLYMER: Moody's Hikes CFR to B1 on Good Performance INTRAOP MEDICAL: U.S. Trustee Takes Aim at Sale Process IRENDA CORPORATION: Voluntary Chapter 11 Case Summary IZEA INC: Borrows $200,000 From Director J.H.M. DEVELOPERS: Voluntary Chapter 11 Case Summary JEFFERSON COUNTY, AL: Water Utility Blasts Restructuring Plan JELD-WEN INC: Moody's Lifts CFR to 'B2'; Outlook Stable JENOO GROUP: Case Summary & 11 Unsecured Creditors KFT LIMITED: Case Summary & 3 Unsecured Creditors KIT DIGITAL: Shareholders Fail to Find Another Bidder KNOWLEDGE UNIVERSE: Moody's Keeps B3 CFR on Canceled Refinancing LANDAMERICA FINANCIAL: Court OKs LES Claims Resolution Protocol LAZY DAYS: Bankruptcy Court Decision Not 'Advisory,' 3rd Circ. LEHMAN BROTHERS: Unit to Face Aetna $49MM Suit, Appeals Ct. Rules LEHMAN BROTHERS: Huron, 2 Others Win Final Fee Approval LEHMAN BROTHERS: Trustee Wins OK for Schick as Special Counsel LEHMAN BROTHERS: Trustee, CSP Ink Deal to Settle $14.6MM Claim LEHMAN BROTHERS: UK Court Says Pensions Equal With Unsecureds LEHMAN BROTHERS: HKMA, et al. Reach Deal on Lehman-Related Notes LEWEL LLC: Case Summary & Unsecured Creditor LIFE UNIFORM: Boris Segalis Appointed Consumer Privacy Ombudsman LIFE UNIFORM: Cooley LLP Approved as Committee's Lead Counsel LIFE UNIFORM: EisnerAmper Okayed as Panel's Financial Advisor LIFE UNIFORM: Guggenheim Takes Over From Morgan Joseph MAD MONEY: Case Summary & 5 Unsecured Creditors MED-DEPOT INC: Case Summary & Largest Unsecured Creditors MERISEL INC: Terminates Offerings Under Plans MF GLOBAL: Unit Sues 11 Banks over CDS Market MJM MANAGEMENT: Case Summary & 7 Unsecured Creditors MOHEGAN TRIBAL: S&P Assigns 'CCC' Rating to $425MM Senior Notes NATIONAL ED: Fitch Affirms 'BB' Subordinate Note Rating NEXT 1 INTERACTIVE: Amends Form 10-Q for May 31 Quarter NORTHEAST HOUSING: Moody's Affirms 'B1' Rating on $69MM Bonds NUVILEX INC: Amends Form 10-K to Clarify Reporting Compliance NY AFFORDABLE: Case Summary & 13 Unsecured Creditors O'CONNOR DEVELOPMENT: Voluntary Chapter 11 Case Summary ONCURE HOLDINGS: Court Approves Sale Guidelines, Breakup Fee ONCURE HOLDINGS: Gets Final OK to Incur Postpetition Financing OPPENHEIMER PARTNERS: Court Confirms Modified Plan ORCKIT COMMUNICATIONS: In Talks to License CM-4000 Product Line ORECK CORP: Aug. 27 Hearing on Crone Hawxhurst Hiring ORECK CORP: Carl Marks OK'd to Provide Crisis Management Services ORECK CORP: Panel May Hire Daniel H. Puryear as Nashville Counsel ORECK CORP: Gavin/Solmonese Approved as Panel's Financial Advisor OVERSEAS SHIPHOLDING: Can Hire Deloitte & Touche as Acctg. Advisor OVERSEAS SHIPHOLDING: Gets Court OK on EUR349,000 Seafarers Deal PASADENA ADULT RESIDENTIAL: Case Summary & 12 Unsecured Creditors PATRIOT COAL: Retiree Committee Asks Court to Approve VEBA Trust PATRIOT COAL: Can Pay Hedge Funds $2MM in Rights Offering Deal PATRIOT COAL: Exclusive Periods Extension Sought PATRIOT COAL: Hires GCP as Special Claims Administration Counsel PATRIOT COAL: Wants Plan Filing Period Extended Until Dec. 1 PATRIOT COAL: Wants EBITDA Thresholds Under DIP Agreement Lowered PENSON WORLDWIDE: Court Confirms 5th Amended Liquidation Plan PEOPLES STORAGE: Voluntary Chapter 11 Case Summary PERRY PUBLIC: Moody's Lowers General Obligation Rating to Ba1 PREMIERE ENTERPRISES: Case Summary & Top Unsecured Creditors PRIMA INVESTMENTS: Case Summary & 18 Unsecured Creditors PROGRESSIVE WASTE: Revised Leverage Target No Impact on Ratings PROLOGIC MANGEMENT: Case Summary & 13 Unsecured Creditors R4 VASCULAR: Case Summary & 18 Unsecured Creditors RAAM GLOBAL: S&P Revises Outlook to Negative & Affirms 'B-' CCR RADIOSHACK CORP: S&P Cuts Credit Rating to "CCC", Warns of Default REGIONAL EMPLOYERS: Section 341(a) Meeting Set on Sept. 6 RESIDENTIAL CAPITAL: Rejecting 146 Executory Contracts RESIDENTIAL CAPITAL: Bankr. Exit to Halt Law Firms' Fee Feast RESIDENTIAL CAPITAL: Objects to Malinoswki's $138-Mil. Claim RESIDENTIAL CAPITAL: Jr. Secured Noteholders Want Mediation RESIDENTIAL CAPITAL: Bondholders Want Law Firms to Be Neutral ROSE GARDEN: Voluntary Chapter 11 Case Summary ROSETTA GENOMICS: Annual Meeting Adjourned to August 5 SCOTTSDALE VENETIAN: Plan Outline Hearing Begin SCOTTSDALE VENETIAN: Can Use ADOR Cash Collateral Thru July 31 SCOTTSDALE VENETIAN: Can Hire Sierra Consulting as Finc'l. Advisor SCOTTSDALE VENETIAN: Hutchinson Wants to Foreclose on Hotel Assets SOLERA HOLDINGS: Case Summary & 12 Largest Unsecured Creditors SMART TECHNOLOGIES: S&P Rates $125MM Sr. Secured Term Loan 'BB-' SPEEDWAY PLAZA: Case Summary & 3 Unsecured Creditors STRATFORD HOSPITALITY: Case Summary & Creditors List T-REX PRODUCTS: Case Summary & 20 Largest Unsecured Creditors THE C-NOTE: Voluntary Chapter 11 Case Summary TRUE RELIGION: Moody's Lowers Rating on 1st Lien Loan to 'B2' WHEELER RENTAL: Case Summary & 20 Largest Unsecured Creditors WINDMILL DURANGO: Case Summary & 9 Unsecured Creditors YISHLAM INC: Great Central's Bid for SARE Declaration Tossed YORKSHIRE SUPPLY: Case Summary & 20 Largest Unsecured Creditors YRC WORLDWIDE: Moody's Changes Outlook on Caa3 CFR to Positive ZENITH NATIONAL: S&P Keeps BB+ Rating & Alters Outlook to Stable * Bankruptcy Filings Down 13 Percent in June 2013 * BOOK REVIEW: The Oil Business in Latin America: The Early Years ********* 1 STOP: Voluntary Chapter 11 Case Summary ----------------------------------------- Debtor: 1 Stop Auto Shop Inc. 2675 East Andrew Road Post Office Box 384 Sherman, IL 62684 Bankruptcy Case No.: 13-71471 Chapter 11 Petition Date: July 26, 2013 Court: U.S. Bankruptcy Court Central District of Illinois (Springfield) Judge: Mary P. Gorman Debtor's Counsel: James R. Enlow, Esq. ENLOW LAW OFFICE 2050 W. Iles Avenue, Suite G-1 Springfield, IL 62704 Tel: (217) 679-0683 Fax: (217) 726-8861 E-mail: jre@enlowlaw.net Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Thomas W. Hollinshead, Jr., president. 2279-2283 THIRD AVENUE: Court Sets Aug. 6 Hearing on Plan Outline ----------------------------------------------------------------- The hearing to consider the approval of the disclosure statement explaining the Joint Plant of Reorganization proposed by debtor 2279-2283 Third Avenue Associates LLC and senior lender LSV-JCR 124th LLC is set for Aug. 6, 2013, at 10:00 a.m. According to papers filed with the Court in late June, the Plan provides that the secured lender will fund all distributions to be made under the Joint Plan. Holders of priority claims (Class 1) and governmental authority lien claims (Class 2) are unimpaired. The senior lender (Class 3) and general unsecured creditors (Class 4) are impaired and entitled to vote on the Plan. Holders of equity interests (Class 5) won't receive any distributions and are thus deemed to have rejected the Plan. On the effective date, on account of the senior lender's allowed secured claim, the Debtor will transfer title of its property to the lender's buyer designee. The senior lender will wait its right to a distribution on account of its unsecured claim. The senior lender is expected to have a recovery of 96%. Holders of general unsecured claims, estimated at $750,000 on the Effective Date, or as soon as practicable thereafter, split the $100,000 that's being provided by the senior lender. Estimated recovery is 13.5%. A copy of the Disclosure Statement for the Joint Plan dated June 27, 2013, is available at http://bankrupt.com/misc/2279-2283third.doc37.pdf About 2279-2273 Third Avenue 2279-2283 Third Avenue Associates LLC and 2279-2283 Third Avenue Development LLC sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-13092 and 12-13093) on July 17, 2012. Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, N.Y., represents the Debtors as counsel. Third Avenue Associates owns two contiguous multi residential buildings located at 2279-2283 Third Avenue, in New York. Third Avenue Development is the sole member of Associates. The Property is Associate's primary asset, while Development's membership interests in Associates is its sole asset. Debtor 2279-2283 Third Avenue disclosed $14,839,697 in assets and $16,973,992 in liabilities as of the Chapter 11 filing. The managing member of each of the Debtors is Michael Waldman. He is also the managing member of 3210 Riverdale Associates LLC and the managing member of the sole member of 3210 Riverdale Development LLC, other Chapter 11 proceedings currently pending before the SDNY Court under Case Nos. 12-11286 and 12-11109. Third Avenue Associates obtained financing from commerce bank of $14 million and Development obtained mezzanine financing from HSBC Capital (USA) Inc. in the amount of $6 million. HSBC refused to grant additional $700,000 in financing requested by the Debtor to fund build-outs required by the Internal Revenue Service. The Commerce note -- which was assigned to TD Bank and then to LSV-JCR 124th LLC -- was secured by a mortgage on the Properties, and the HSBC obligation is secured by a mortgage on Associates' membership interest owned by Development. The HSBC note matured in 2011 and HSBC called the loan into default and commenced foreclosure action. The state court entered an order appointing Steven Weiss as receiver of rents. THSBC has assigned its mezzanine note to LCP-GC LLC. On July 3, 2012, the Debtors and their two secured lenders, LSV- JCR 124th LLC and LCP-GC LLC entered into a settlement that requires the Debtors to transfer ownership of the buildings to the secured lenders through a Chapter 11 plan. Judge James Peck oversees the case. No trustee, examiner or official committee has been appointed in the cases. A.K. II: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: A.K. II, LLC 20700 Harper Harper Woods, MI 48225 Bankruptcy Case No.: 13-54245 Chapter 11 Petition Date: July 24, 2013 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Marci B. McIvor Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 E-mail: bbassel@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Ammar Kattoula, principal. ABERDEEN LAND: Plan Disclosures Hearing Moved to Oct. 7 ------------------------------------------------------- The hearing to consider the disclosure statement filed by Aberdeen Land II, LLC, in support of its proposed Chapter 11 Plan, originally slated for Sept. 24, 2013, at 1:30 p.m., has been rescheduled for Oct. 7, 2013, at 11:00 a.m. According to the Disclosure Statement dated as of July 23, 2013, the Plan provides for the continued operation of the Debtor's property, by and through the reorganized debtor in accordance with the Plan. Further, the Plan provides for cash payments to holders of allowed Claims in certain instances and for the transfer of property to certain Holders of allowed secured claims as the indubitable equivalent of such allowed secured claims. The primary source of the funds necessary to implement the Plan initially will be the cash of the Reorganized Debtor, the funds available to the Reorganized Debtor from the exit financing to be provided by Aberdeen Land, LLC, and the sales of portions or all of The Aberdeen real property. At the present time, the Debtor believes it will have sufficient funds as of the Effective Date to pay in full the expected payments required under the Plan, including to the Holders of allowed administrative claims, allowed priority claims, and allowed claims in Classes 2A, 2B, 3C and 3D. Cash payments to be made under the Plan after the Effective Date to the holders of allowed unsecured claims (Class 6) will be derived from the operations of Reorganized Debtor and/or from the exit financing. As set forth in the projections, the Reorganized Debtor will require approximately six months after the Effective Date to obtain the necessary approvals and perform the initial work required to prepare the Aberdeen real property for development and then sale in accordance with the Plan. Under the Plan, each Holder of an Allowed Unsecured Claim will receive Cash from the Reorganized Debtor in an amount equal to 100% of such allowed unsecured claim, plus postpetition interest, six months after the Effective Date. On the Effective Date, the legal, equitable and contractual rights of the holders of the equity interests (Class 7) will be unaltered. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/aberdeenland.doc32.pdf About Aberdeen Land II Aberdeen Land II, LLC, doing business as Aberdeen, owns a 1,316-acre master- planned community near Jacksonville, Florida. The project is designed for 1,623 single-family homes and 395 multi-family units. More than 1,000 units have been sold, leaving Aberdeen with 856 undeveloped lots and 28.1 acres zoned for commercial or residential use. Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04103) on July 1, 2013, in Jacksonville, Florida. The Debtor has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila & Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC, as special counsel, and Fishkind & Associates as expert consultants. The Debtor disclosed $41,165,861 in assets and $30,605,713 in liabilities in its schedules. Aberdeen owes $24 million in bonds that financed the project and more than $20 million to secured lenders with mortgages on the property. ADT CORP: S&P Lowers Corp. Credit Rating to 'BB-'; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Boca Raton, Fla.-based residential and small business alarm monitoring company ADT Corp. to 'BB-' from 'BBB-'. S&P lowered the short-term rating to 'B' from 'A-3'. The outlook is stable. In addition, S&P lowered the rating on the senior unsecured notes to 'BB-' from 'BBB-' and assigned its recovery rating of '3' to the notes. The '3' recovery indicates expectations for meaningful (50% to 70%) recovery of principal in the event of a payment default. "The downgrade reflects ADT's revised and more aggressive financial policy, that will increase leverage to a targeted 3.0x level [corresponding to Standard & Poor's adjusted leverage of the high-5x area] from the company's current leverage target of 2.0x [which corresponds to Standard & Poor's adjusted leverage of around 4x]," said Standard & Poor's credit analyst Katarzyna Nolan. The company intends to accelerate growth by pursuing acquisitions with the additional debt, while also continuing shareholder returns. S&P is maintaining its "satisfactory" business risk profile evaluation for ADT. The company has strong brand-name recognition, scale, and a leading market position in the residential alarm monitoring industry. S&P expects ADT to retain its leading market share in the residential alarm monitoring industry, especially given its accelerated growth plans. In addition, the company's significant revenue visibility and low market penetration rates provides support for its business risk evaluation. The stable outlook reflects ADT's clear market leadership position and S&P's expectation that its recurring revenue model will result in consistent free cash flow generation. S&P could lower the rating if adjusted debt to adjusted EBITDA is likely to remain in the high-6x area or adjusted FOCF to debt is below 5% on a sustained basis because of weaker operations, acquisitions, or shareholder-friendly initiatives. A higher rating would be unlikely for the near-to-intermediate term, based on the company's revised financial policy and S&P's expectation of adjusted leverage in excess of 5x. ALLIED SYSTEMS: Black Diamond, Spectrum Top Yucaipa in Debt Fight ----------------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that resolving a fight between private equity firms that has dominated Allied Systems Holdings Inc.'s Chapter 11 proceedings, a Delaware bankruptcy judge ruled that units of Black Diamond Capital Partners LLC and Spectrum Investment Partners LP, not Yucaipa Cos. LLC, controlled the car carrier's first-lien debt. According to the report, ruling from the bench, U.S. Bankruptcy Judge Christopher S. Sontchi granted Black Diamond and Spectrum's request for summary judgment and found the firms held "requisite lender" status under the $265 million credit agreement. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. AMERICAN AIRLINES: Objections to Disclosure Statement Filed ----------------------------------------------------------- BankruptcyData reported that multiple parties -- including the Los Angeles County Treasurer and Tax Collector, U.S. Bank National Association, Aeritas, Cantor Fitzgerald, the US Airline Pilots Association (USAPA), Allegheny County, the City of Fort Worth, the Alliance Airport Authority, Denton County, Miami-Dade County Tax Collector, the Supplement B pilot beneficiaries and the American Independent Cockpit Alliance -- filed with the U.S. Bankruptcy Court separate objections to AMR's Second Amended Joint Chapter 11 Plan. The USAPA states, "Specifically, Debtors fail to establish a business plan for their regional carriers, most importantly American Eagle, one of the core components of their business...USAPA is also aware of recent reports that the American Eagle pilots have rejected US Airways' reported proposal to them for contract concessions. Having failed to set forth and explain their plan as to American Eagle, a core component of their business, as well as their plans for their other regional carriers, Debtors have failed to establish the feasibility of their Plan of Reorganization." U.S. Bank National Association, solely in its capacity as indenture trustee states, "The Plan designates claims in respect of the Senior Secured Notes (the 'Senior Secured Note Claim') as unimpaired. The Debtors have elected to cure and reinstate the Senior Secured Notes 'so as to leave unaltered the legal, equitable, or contractual rights to which the holder of such Allowed Senior Secured Note Claim is entitled.' The Debtors, however, have refused to disclose the amount they propose to pay in order to cure existing defaults under the Senior Secured Notes, and the Disclosure Statement dictates that whatever cure the Debtors eventually submit will exclude the contractual 1% default interest rate and may exclude the contractual fees and expenses of the Indenture Trustee and the Collateral Trustee (collectively, the 'Trustees') as well. Payment of those amounts is required for two reasons. First, absent default interest and the Trustees' fees and expenses, the Plan alters the legal, equitable, and contractual rights in respect of the Senior Secured Notes and renders the Senior Secured Notes Claim impaired...Second, section 506(b) of the Bankruptcy Code requires payment of contractual default interest, fees and expenses in respect of over secured claims (like the Senior Secured Notes Claim) in cases like these, particularly where the Debtors are solvent, unsecured creditors are to be paid in full, and holders of equity interests are to receive distributions valued at more than $1.4 billion." The Court previously scheduled an August 15, 2013 hearing to consider Plan confirmation. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Cantor Fitzgerald, US Bank Take on Ch. 11 Plan ----------------------------------------------------------------- Maria Chutchian of BankruptcyLaw360 reported that Cantor Fitzgerald & Co., U.S. Bank NA and the U.S. Airline Pilots Association, alongside others, challenged AMR Corp.'s reorganization plan that would allow it to effectuate a massive merger with US Airways Group Inc. According to the report, with the American Airlines Inc. parent company's plan confirmation hearing just weeks away, the objections are the last round of obstacles the holding company must overcome before it can exit bankruptcy and join forces with US Airways, which will create the largest carrier in the world. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Wants to Expand Winstead Work ------------------------------------------------ AMR Corp. has filed an application seeking court approval to expand the scope of services of Winstead PC. AMR wants the firm to also represent the company and its affiliated debtors in matters involving employee health and welfare benefits. Winstead will charge for its services on an hourly basis in one- tenth hour increments. Its hourly rates range from $325 to $670 for shareholders and counsel, $250 to $425 for associates, and $100 to $240 for paraprofessionals. The firm will also seek reimbursement for work-related expenses. The firm does not represent any interest adverse to AMR, according to a declaration by Phillip Lamberson, Esq. -- plamberson@winstead.com -- a shareholder of Winstead. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000 AMERICAN AIRLINES: Seeks to Hire Venable as Lobbyist ---------------------------------------------------- AMR Corp. received the green light from the U.S. Bankruptcy Court in Manhattan to hire Venable, LLP, as its special counsel to provide legal services to the company related to lobbying, tax, pension, aviation and security issues. The firm was previously hired by AMR to serve as "ordinary course" professional pursuant to the bankruptcy court's Jan. 17, 2012 order. The firm's aggregate fees, however, have already exceeded the $500,000 fee cap imposed by the bankruptcy court. Pursuant to the Jan. 17 order, any OCP is required to file a separate retention application under Section 327 of the Bankruptcy Code if payments to that OCP exceed $500,000 over the course of AMR's bankruptcy case. Venable will continue to provide legal services related to lobbying, tax, pension, aviation and security issues in the ordinary course of business. The firm will charge for its services on an hourly basis and will seek reimbursement for work- related expenses. Its hourly rates range from $470 to $1,075 for partners, $435 to $810 for counsel, $295 to $575 for associates, and $165 to $340 for paraprofessionals. Edward Smith, Esq. -- easmith@Venable.com -- a partner at Venable, disclosed in a court filing that his firm does not represent any interest adverse to AMR and its affiliated debtors. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000 AMERICAN AIRLINES: Wins OK for Shook Hardy as Counsel ----------------------------------------------------- Judge Sean Lane approved the application of AMR Corp. to hire Shook Hardy & Bacon LLP as its special counsel. The firm was initially hired by AMR to provide legal services in the ordinary course of business. Its fees, however, have already exceeded the $50,000 monthly fee cap, compelling the company to file the application pursuant to Section 327 of the Bankruptcy Code. Shook Hardy will continue to provide the same services related to various intellectual property issues, including investigation and prosecution with respect to the infringement of AMR's trademarks and brand. The firm will be paid for its services on an hourly basis and will receive reimbursement for work-related expenses. Its hourly rates range from $570 to $250 for attorneys, and $205 to $170 for paraprofessionals. The firm does not represent any interest adverse to AMR and its affiliated debtors, according to a declaration by Mark Moedritzer, Esq. -- mmoedritzer@sbh.com -- a partner at Shook Hardy. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000 AMERICAN AIRLINES: Felsberg Pedretti Reclassified as OCP -------------------------------------------------------- AMR Corp. and Felsberg Pedretti e Mannrich Advogados e Consultores Legais signed a stipulation to reclassify the firm as an "ordinary course" professional. Felsberg was originally hired as an ordinary course professional to represent AMR in various legal matters in Brazil under a court order dated Jan. 17, 2012. Early last year, the company filed an application to employ the firm as special counsel, which was approved by a bankruptcy court on May 11, 2012. Pursuant to the agreement, Felsberg's fees will be governed by the Jan. 17 order and will no longer be governed by the May 11 order. The firm, however, will not be subject to the fee caps for ordinary course professionals. The stipulation can be accessed for free at http://is.gd/T17fBu Under the Jan. 17 order, monthly fees for ordinary course professionals are capped at $50,000. If payments exceed $500,000 over the course of AMR's bankruptcy case, the company is required to file an application to retain those professionals pursuant to Section 327 of the Bankruptcy Code. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000 AMERICAN HOUSING: Templeton Suit Not Certified for Direct Appeal ---------------------------------------------------------------- Bankruptcy Judge Robert L. Jones denied certification of the adversary proceeding WALTER O'CHESKEY, as Trustee of American Housing Foundation Liquidating Trust, Plaintiff v. ROBERT L. TEMPLETON, Defendant, Adv. No. 10-02016 (Bankr. N.D. Texas), for direct appeal to the U.S. Court of Appeals for the Fifth Circuit. A copy of the Bankruptcy Court's July 19, 2013 Memorandum Opinion and Order is available at http://is.gd/7d9b1hfrom Leagle.com. ATLANTIC POWER: S&P Raises Rating on $190MM 5.9% Sr. Notes to 'B' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its issue-level rating on the $190 million 5.9% senior unsecured notes due 2014 issued by Curtis Palmer LLC to 'B' from 'B-', based on a revision in the recovery rating on this debt to '3' from '5'. The revision reflects a reduction in the level of debt guaranteed by this entity, which enhances the recovery prospects of the remaining debt where Curtis Palmer is an obligor. Curtis Palmer is rated on a consolidated basis with its parent Atlantic Power Corp., which is rated 'B' with a stable outlook. No other ratings are affected by the revised guarantee structure. Atlantic Power is a U.S. electric power developer and operator that has a portfolio of 29 operational power assets in 11 states and two Canadian provinces representing about 2,098 megawatts. Curtis Palmer owns a 60 MW run-of-river hydroelectric generating facility on the Hudson River near Corinth, N.Y. that has a long-term power purchase agreement with Niagara Mohawk Power Corp. S&P will publish a full updated recovery report covering its recovery analysis on Atlantic Power and its subsidiaries shortly. RATINGS LIST Atlantic Power Corp. Corporate credit rating B/Stable Ratings Raised To From Curtis Palmer LLC Senior unsecured B B- Recovery Rating 3 5 AMERICAN ROADS: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: American Roads LLC aka Alinda Roads LLC Maccquarie Small Cap Roads, LLC 100 East Jefferson Avenue Detroit, MI 48226 Bankruptcy Case No.: 13-12412 Affiliates that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- American Roads Holding LLC 13-12413 Alabama Black Warrior Parkway, LLC 13-12414 Alabama Emerald Mountain Expressway Bridge, LLC 13-12415 Alabama Toll Operations, LLC 13-12416 The Baldwin County Bridge Company L.L.C. 13-12417 Central Alabama River Parkway, LLC 13-12418 Detroit Windsor Tunnel LLC 13-12419 DWT, Inc. 13-12420 American Roads Technologies, Inc. 13--12421 Chapter 11 Petition Date: July 25, 2013 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Burton R. Lifland Debtors' Counsel: Sean A. O'Neal, Esq. CLEARY GOTTLIEB STEEN & HAMILTON, LLP One Liberty Plaza New York, NY 10006 Tel: (212) 225-2416 Fax: (212) 225-3999 E-mail: soneal@cgsh.com Debtors' Financial Advisor: GREENHILL & CO., LLC PROTIVITI, INC. Debtors' Notice and Claims Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Lead Debtor's Estimated Assets: $100,000,001 to $500,000,000 Lead Debtor's Estimated Debts: $500,000,001 to $1 billion The petitions were signed by Neal Belitsky, chief executive officer. Debtors' Consolidated List of Their 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bank of New York Mellon Bond Debt $298,000,000 101 Barclay Street, Floor 8W New York, NY 10286 The Bank of New York Mellon Bond Debt $198,000,000 101 Barclay Street, Floor 8W New York, NY 10286 Enwin Utilities Trade Debt $48,496 787 Oulette Ave P.O. Box 1625 Station A Windsor, ON N9A 577 DTE Energy Trade Debt $25,777 Personnel Staffing, Inc. Trade Debt $7,155 Mike Lee Trade Debt $6,188 Alabama Power Company Trade Debt $3,388 Holland Chemical & Janitorial Trade Debt $3,276 Waddick Fuels Trade Debt $2,062 Allied Electronics Trade Debt $2,051 Long's Human Resource Services Trade Debt $1,867 Accountemps Trade Debt $1,611 Actuarial Solutions, Inc. Trade Debt $1,500 Trevor Pearce Trade Debt $1,275 Target Building Materials Trade Debt $1,051 Verizon Wireless Trade Debt $880 Personnel by Pro Staff Trade Debt $810 WFS Ltd. Trade Debt $689 Software Creations Trade Debt $648 Patco Electrical Contractors Trade Debt $588 Dillon Consulting Limited Trade Debt $564 Pitney Bowes Global Financial Trade Debt $450 Concentra Medical Centers Trade Debt $431 Northstream Networks Trade Debt $428 Advance Plumbing and Heating Trade Debt $413 Mc Business Solutions Ltd. Trade Debt $229 Waste Management of Al-Mobile Trade Debt $156 Copy Products Company Trade Debt $127 YP LLC Trade Debt $101 Federal Express Trade Debt $50 ANACOR PHARMACEUTICALS: Submits NDA for Tavaborole -------------------------------------------------- Anacor Pharmaceuticals submitted its New Drug Application to the U.S. Food and Drug Administration for tavaborole, its drug candidate for the topical treatment of onychomycosis. Onychomycosis is a fungal infection of the nail and nail bed that affects approximately 35 million people in the United States. "The submission of the NDA is a significant milestone for Anacor," said David Perry, Anacor's chief executive officer. "Anacor was founded eleven years ago based on the promise of boron chemistry. Tavaborole is the first drug in our pipeline to reach this important milestone, and I'd like to acknowledge and thank the entire Anacor team for their hard work, dedication and persistence." Anacor announced earlier this year that tavaborole achieved statistically significant and clinically meaningful results on all primary and secondary endpoints in two Phase 3 pivotal studies of tavaborole to treat onychomycosis topically without concomitant debridement. The only currently FDA-approved topical treatment for onychomycosis is approved with concomitant nail debridement, and currently approved oral therapies have been associated with rare but serious safety issues. About Anacor Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds- tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. The Company's balance sheet at March 31, 2013, showed $37.4 million in total assets, $45.4 million in total liabilities, and a stockholders' deficit of $8.0 million. "Since inception, the Company has generated an accumulated deficit as of March 31, 2013, of approximately $230.3 million, and will require substantial additional capital to fund research and development activities, including clinical trials for its development programs and preclinical activities for its product candidates." As reported in the TCR on March 2, 2013, Ernst & Young LLP, in Redwood City, California, expressed substantial doubt about Anacor's ability to continue as a going concern, citing the Company's recurring losses from operations and its need for additional capital. ASMAR & SONS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Asmar & Sons, Inc. dba Vineyards Wine Cellar 32418 Northwestern Highway Farmington, MI 48334-1444 Bankruptcy Case No.: 13-54218 Chapter 11 Petition Date: July 24, 2013 Court: U.S. Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Thomas J. Tucker Debtors' Counsel: Mark H. Shapiro, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Road, Suite 203 Southfield, MI 48033-2518 Tel: (248) 352-4700 Fax: (248) 352-4488 E-mail: shapiro@steinbergshapiro.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliates that simultaneously filed Chapter 11 petitions: Entity Case No. ------ -------- Washington Square I, LLC 13-54220 Assets: $100,001 to $500,000 Debts: $1,000,001 to $10,000,000 Ryiadh and Majida Asmar 13-54215 Roberts Property Associates, LLC 13-54223 The petitions were signed by Ryiadh Asmar, principal. A. Asmar & Sons' list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb13-54218.pdf B. Washington Square I's list of its five unsecured creditors is available for free at: http://bankrupt.com/misc/mieb13-54220.pdf ASPEN GROUP: Had $1.4 Million Net Loss During Transition Period --------------------------------------------------------------- Aspen Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-KT for the transition period from Jan. 1, 2013, through April 30, 2013. The Company's Board of Directors approved a change in the Company's fiscal year- end from December 31 to April 30, with the change to the calendar year reporting cycle beginning May 1, 2013. For the four months ended April 30, 2013, the Company incurred a net loss of $1.40 million on $1.22 million of revenues, as compared with a net loss of $2.21 million on $745,656 of revenues for the same period during the prior year. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. As of April 30, 2013, the Company had $3.40 million in total assets, $2.80 million in total liabilities and $594,375 in total stockholders' equity. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-KT is available for free at: http://is.gd/aLsQf8 About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. ATLANTIC COAST: Incurs $1.6 Million Net Loss in Second Quarter -------------------------------------------------------------- Atlantic Coast Financial Corporation reported financial results for the second quarter and six months ended June 30, 2013. For the second quarter of 2013, the Company incurred a net loss of $1.55 million on $7.38 million of interest income for the three months ended June 30, 2013, as compared with a net loss of $2.99 million on $8.62 million of interest income for the second quarter of 2012. For the first six months of 2013, the net loss totaled $3.6 million or $1.43 per diluted share compared with a net loss in the year-earlier period of $4.7 million or $1.89 per diluted share. At June 30, 2013, the Company had $747.85 million in total assets, $710.98 million in total liabilities and $36.87 million in stockholders' equity. Regulatory Capital The Company has experienced steady erosion of its capital due to significant net losses over the past five consecutive years. Effective Aug. 10, 2012, the Bank's Board of Directors agreed to the issuance of a Consent Order by the Office of the Comptroller of the Currency. Among other things, the Order calls for the Bank to achieve and maintain a Tier 1 capital ratio of 9 percent of adjusted total assets and a Total risk-based capital ratio of 13 percent of risk-weighted assets by Dec. 31, 2012. The Bank was not in compliance with the capital levels required by the Order at Dec. 31, 2012, and remained non-compliant at June 30, 2013. A copy of the press release is available for free at: http://is.gd/NW1pkO About Atlantic Coast Jacksonville, Florida-based Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community- oriented financial institution serving northeastern Florida and southeastern Georgia markets through 12 locations, with a focus on the Jacksonville metropolitan area. The Company reported a net loss of $6.66 million on $33.50 million of total interest and dividend income for the year ended Dec. 31, 2012, as compared with a net loss of $10.28 million on $38.28 million of total interest and dividend income in 2011. McGladrey LLP, in Jacksonville, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations that have adversely impacted capital at Atlantic Coast Bank. The failure to comply with the regulatory consent order may result in Atlantic Coast Bank being deemed undercapitalized for purposes of the consent order and additional corrective actions being imposed that could adversely impact the Company's operations. This raises substantial doubt about the Company's ability to continue as a going concern. AVANTAIR INC: Faces Chapter 7 Involuntary Case in Florida --------------------------------------------------------- Certain creditors of Avantair, Inc., filed an involuntary petition in the United States Bankruptcy Court, Middle District of Florida, pursuant to Chapter 7 of Title 11 of the United States Code on July 25, 2013. A trustee has not been appointed and the Company has 21 days to respond to the petition, during which time it will continue to operate its business. The Company has retained counsel in connection with the filing and is investigating the merits of the petition. Meanwhile, Bret A. Holmes resigned his position as Chief Financial Officer of the Company to pursue other opportunities effective July 26, 2013. 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. BANK OF THE CAROLINAS: Had $965,000 Net Loss in Second Quarter -------------------------------------------------------------- Bank of the Carolinas Corporation reported financial results for the three- and six-month periods ended June 30, 2013. The Company reported a net loss available to common shareholders of $965,000 on $3.74 million of total interest income for the second quarter of 2013, as compared with a net loss available to common shareholders of $170,000 on $4.16 million of total interest income for the same period a year ago. For the six months ended June 30, 2013, the Company incurred a net loss available to common shareholders of $774,000 on $7.56 million of total interest income, as compared with a net loss available to common shareholders of $2.88 million on $8.70 million of total interest income for the same period during the prior year. As of June 30, 2013, the Company had $428.96 million in total assets, $422.73 million in total liabilities and $6.23 million in total shareholders' equity. President and CEO, Stephen R. Talbert, said, "We continue to make progress for our shareholders and will work hard each and every day to make Bank of the Carolinas even better." A copy of the press release is available for free at: http://is.gd/btnSo3 About Bank of the Carolinas Mocksville, North Carolina-based Bank of the Carolinas Corporation was formed in 2006 to serve as a holding company for Bank of the Carolinas. The Bank's primary market area is in the Piedmont region of North Carolina. Bank of the Carolinas disclosed a net loss available to common stockholders of $5.53 million in 2012, a net loss available to common stockholders of $29.18 million in 2011 and a net loss available to common stockholders of $3.56 million in 2010. Turlington and Company, LLP, in Lexington, North Carolina, 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 credit losses that have eroded certain regulatory capital ratios. As of Dec. 31, 2012, the Company is considered undercapitalized based on their regulatory capital level. This raises substantial doubt about the Company's ability to continue as a going concern. BATE LAND: Case Summary & 3 Unsecured Creditors ----------------------------------------------- Debtor: Bate Land & Timber, LLC P.O. Box 1969 Shallotte, NC 28459 Bankruptcy Case No.: 13-04665 Chapter 11 Petition Date: July 25, 2013 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: George M. Oliver, Esq. OLIVER FRIESEN CHEEK, PLLC P.O. Box 1548 New Bern, NC 28563 Tel: (252) 633-1930 Fax: (252) 633-1950 E-mail: efile@ofc-law.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $100,001 to $500,000 The petition was signed by Brad Cheers, manager. Debtor's List of Its Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Paramounte Engineering -- $43,548 5911 Oleander Drive, Suite201 Wilmington, NC 28403 Forestree, Inc. -- $8,000 2923 Sweet Home Church Road Elizabethtown, NC 28337 Haden Stanziale PA, Inc. -- $504 220 W. Main Street, Suite560 Durham, NC 27705 BELLE FOODS: Can Employ CMAG as Chief Restructuring Officer ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama entered on July 26, 2013, a final order authorizing Belle Foods, LLC, to employ Carl Marks Advisory Group LLC as its financial and management consultant and as its Chief Restructuring Officer. According to papers filed with the Court on July 24, 2013, Mr. J. Jette Campbell will serve as the Debtor's CRO and certain other CMAG personnel will assist as Additional Personnel. CMAG will provide, among others, these services: (a) review Belle's current financial condition and the related financial projections along with their underlying assumptions to determine the viability of the Company and the liquidity requirements related thereto, and assist in the preparation of financial information for distribution to the Company's constituents, including, without limitation, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts and analysis of proposed transactions for which Bankruptcy Court approval is sought; (b) review, analyze and, if necessary, assist Belle in developing, cash flow forecasts and liquidity budgets to help manage cash and monitor DIP financing as necessary; (c) advise Belle on negotiations with key constituents; (d) assist and advise Belle in formulating a restructuring plan and assist in the implementation of that plan, including actions intended to improve profitability that may involve operational changes and rejection of executory contracts that may be possible in Chapter 11; (e) assist Belle in formulating and negotiating an acceptable Plan of Reorganization and the preparation of a Disclosure Statement; (f) as requested by Belle, assist management with the development of presentations regarding the status of restructuring activities and the Company's current or future financial performance; (g) participate in conference calls and attend meetings of, the Company's board of directors, creditors, or other parties in interest; and (h) provide management assistance and/or step into certain management or executive roles in the case there are executive resignations. For services provided by CMAG during the term of its engagement, and subject to the Court's approval, the Debtor will pay CMAG a fixed fee of $37,500 per weekly period to perform the services set forth in the Consulting Agreement, including Mr. Campbell's services as lead project partner and any services provided by an Additional Personnel. CMAG will be reimbursed for actual and necessary expenses incurred, in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the local rules and orders of the Court. 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. BELLE FOODS: Has Interim OK to Borrow $33MM to Refinance Loans -------------------------------------------------------------- On July 24, 2013, the U.S. Bankruptcy Court for the Northern District of Alabama entered an interim order authorizing Belle Foods, LLC, to borrow up to $33.0 million in secured, superpriority postpetition debtor-in-possession facility from C&S Wholesale Grocers, Inc. and Southern Family Markets, LLC. A hearing to consider final approval of the DIP Facility for the total amount of $34.8 million is scheduled for August 8, 2013, at 9:00 a.m. The $33,300,000 of the DIP facility will be used to refinance existing obligations to lenders, while $1,500,000 will be made available to the Debtor as new money financing. 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. BELLE FOODS: Court Approves 11-Member Creditors Committee --------------------------------------------------------- As recommended by the Bankruptcy Administrator, the U.S. Bankruptcy Court for the Northern District of Alabama approved the appointment of 11 creditors to serve in the Official Committee of Unsecured Creditors of Belle Foods, LLC: 1. Buffalo Rock Company Attn: Bruce A. Parsons 111 Oxmoor Road Birmingham, AL Tel: (205) 944-2267 2. Mondelez Global LLC Attn: Michael Leier 50 New Commerce Blvd. Wilkes-Barre, PA 18762 Tel: (570) 820-1575 3. Cal-Maine Foods, Inc. Attn: Robert L. Holladay, Jr. 3320 W. Woodrow Wilson Ave. P.O. Box 2960 Jackson, MS 39207 Tel: (601) 948-6813 4. Nestle USA Attn: Peter Knox 3003 Bainbridge Rd. Solon, OH 44139 Tel: (440) 264-7219 5. Flowers Bakeries, LLC Attn: Holland C. Kirbo 1919 Flowers Circle Thomasville, GA 31757 Tel: (229) 227-2392 6. PepsiCo., Inc. Attn: Michael Bevilacqua P.O. Box 10 Winston-Salem, NC 27105 Tel: (336) 896-5577 7. Golden Flake Snack Foods, Inc. Attn: Walter F. McArdle 2117 Second Ave. North Birmingham, AL 35203 Tel: (205) 581-6295 8. S & L Mechanical, Inc. Attn: W. Steven Lindsey 1353 US Hwy 11 Tryussville, AL 35173 P.O. Box 488 Springville, AL 35146 9. KeHe Distributors Attn: John Douglas Langenbahn 12740 Gran Bay Parkway West Jacksonville, FL 32258 Tel: (904) 807-1880 10. McKee Foods Corporation Attn: M. Leisa Cagle 10260 McKee Road P.O. Box 750 Collegedale, TN 37315 Tel: (423) 238-7111 et 22612 11. The Coca-Cola Company Attn: William Kaye, Sr. East Rockaway, NY 11518 Tel: (516) 381-8390 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. BELLE FOODS: Can Employ Food Partners as Investment Banker ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama authorized Belle Foods, LLC, on a final basis, to employ The Food Partners, LLC as investment banker and financial advisor to the Debtor. With respect to any Store Success Fee, Financing Success Fee, and Tail Fee, Food Partners will be subject to any Orders entered by the Court pertaining to the submission of fee applications by professional persons retained pursuant to 11 U.S.C. Sec. and the payment of Professionals. 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. BEULAH ROAD: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Beulah Road Land Company 800 Beulah Road Pittsburgh, PA 15235 Bankruptcy Case No.: 13-23148 Chapter 11 Petition Date: July 26, 2013 Court: U.S. Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Carlota M. Bohm Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO & CORBETT, P.C. 310 Grant Street, Suite 1105 Pittsburgh, PA 15219-2230 Tel: (412) 232-0930 Fax: (412) 232-3858 E-mail: dcalaiaro@calaiarocorbett.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by Richard Hersberger, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Churchill Valley Country Club, Inc. 13-23122 07/25/13 BERGENFIELD SENIOR HOUSING: Court Sets Oct. 12 Auction for Assets ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey approved on July 30, 2013, bid procedures for the sale of substantially all of the assets of Bergenfield Senior Housing, LLC. The bid deadline will be Oct. 7, 2013, rather than 45 days after approval of the bid procedures as originally proposed. If qualified bids are received by the Debtor, an auction will take place on or about Oct. 12, 2013. No person or entity will be entitled to any expense reimbursement or break-up fee, topping, termination or other similar fee or payment. About Bergenfield Senior Housing Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey, on May 2, 2013. Nicholas Rotonda signed the petition as member/manager. Judge Morris Stern presides over the case. Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor as counsel. In its schedules, the Debtor disclosed $14,061,100 in assets and $19,957,026 in liabilities as of the Petition Date. The Bergenfield, New Jersey-based debtor is a single asset real estate under 11 U.S.C. Sec. 101(51B) and said total assets and debts exceed $10 million. The Debtor operates and wholly owns a 90-unit residential apartment building located at 47 Legion Drive, Bergenfield, New Jersey. The Debtor's primary secured creditor is Boiling Springs Savings Bank. The Debtor is indebted to Boiling Springs on account of two promissory notes, both of which are secured by mortgages on the Property. Boiling Springs' first-position mortgage secures indebtedness in the total amount of $12.02 million and the second- position mortgage secures indebtedness of $575,000. BERGENFIELD SENIOR: Has Interim OK to Use Rents Until Oct. 31 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey, in a Third Interim Use of Rents Order dated July 24, 2013, authorized Bergen Senior Housing, LLC, with the consent and license of Boiling Springs Savings Bank, the Debtor's primary secured creditor, to use rents of the existing secured creditors to, among other things, pay its personnel, taxes, insurance and pay other operating and maintenance expenses, in accordance with a Budget. The authorization to use rents will continue up to the earliest to occur of (a) Oct. 31, 2013, or (b) the occurrence of a Termination Event. A copy of the Third Interim Use of Rents Order is available at: http://bankrupt.com/misc/bergenfield.doc65.pdf About Bergenfield Senior Housing Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey, on May 2, 2013. Nicholas Rotonda signed the petition as member/manager. Judge Morris Stern presides over the case. Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor as counsel. In its schedules, the Debtor disclosed $14,061,100 in assets and $19,957,026 in liabilities as of the Petition Date. The Bergenfield, New Jersey-based debtor is a single asset real estate under 11 U.S.C. Sec. 101(51B) and said total assets and debts exceed $10 million. The Debtor operates and wholly owns a 90-unit residential apartment building located at 47 Legion Drive, Bergenfield, New Jersey. The Debtor's primary secured creditor is Boiling Springs Savings Bank. The Debtor is indebted to Boiling Springs on account of two promissory notes, both of which are secured by mortgages on the Property. Boiling Springs' first-position mortgage secures indebtedness in the total amount of $12.02 million and the second- position mortgage secures indebtedness of $575,000. BIOVEST INTERNATIONAL: R. Osman Ownership at 26% as of July 18 -------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Ronald E. Osman and his affiliates disclosed that as of July 18, 2013, they beneficially owned 26,040,000 shares of common stock of Biovest International Inc. representing 26.04 percent of the shares outstanding. Mr. Osman is the Chairman of the Board of Directors of the Company. A copy of the regulatory filing is available for free at http://is.gd/fvpY7m About Biovest International Biovest International, Inc. -- http://www.biovest.com/-- is an emerging leader in the field of active personalized immunotherapies. In collaboration with the National Cancer Institute, Biovest has developed a patient-specific, cancer vaccine, BiovaxID(R), with three clinical trials completed, including a Phase III study, demonstrating evidence of safety and efficacy for the treatment of indolent follicular non-Hodgkin's lymphoma. Headquartered in Tampa, Florida, with its bio-manufacturing facility based in Minneapolis, Minnesota, Biovest is publicly- traded on the OTCQB(TM) Market with the stock-ticker symbol "BVTI", and is a majority-owned subsidiary of Accentia Biopharmaceuticals, Inc. (OTCQB: "ABPI"). Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on Nov. 10, 2008. Biovest emerged from Chapter 11 protection, and its reorganization plan became effective, on Nov. 17, 2010. Biovest International Inc., filed a petition for Chapter 11 reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6, 2013, in Tampa, Florida. The new bankruptcy case was accompanied by a proposed reorganization plan supported by secured lenders owed about $38.5 million. Total debt is $44.9 million, with assets listed in a court filing as being valued at $4.7 million. About $5.4 million is owing to unsecured creditors, according to a court paper. Biovest has successfully emerged from Chapter 11 reorganization effective on July 9, 2013. BOYD GAMING: Moody's Rates New $1.75-Bil. Debt Facility 'Ba3' ------------------------------------------------------------- Moody's Investors Service assigned a Ba3 to Boyd Gaming Corporation's proposed $1.75 billion credit facilities comprised of a $600 million 5-year revolver, $150 million 5-year term loan A, and $1 billion 7-year term loan B. The company's B2 Corporate Family Rating and B2-PD Probability of Default Rating were affirmed. Boyd has a stable rating outlook and an SGL-3 Speculative Grade Liquidity rating. Proceeds from the proposed credit facilities will be used to refinance the company's existing Ba3-rated credit facilities in full. These ratings will be withdrawn once the transaction closes. The Ba3 assigned to Boyd's proposed $1.75 billion credit facilities, two notches higher than the company's Corporate Family Rating, reflects the secured nature of the credit facilities and the significant amount of debt below it in the company's debt structure which provides credit support. Ratings affirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD $500 million 9.125% senior notes 2018 at B3 (LGD 5, 77%) $350 million 9.0% senior notes 2020 at B3 (LGD 5, 77%) $240.8 million 7.125% senior subordinated notes 2016 at Caa1 (LGD 6, 93% from 92%) New ratings assigned: $600 million 5-year revolver at Ba3 (LGD 2, 28%) $150 million 5-year term loan A at Ba3 (LGD 2, 28%) $1 billion 7-year term loan B at Ba3 (LGD 2, 28%) Ratings affirmed and to be withdrawn: $960 million senior secured revolver due 2015 at Ba3 (LGD 3, 32%) $323.8 million senior secured term loan due 2015 at Ba3 (LGD 3, 32%) $437.1 million senior secured term loan due 2015 at Ba3 (LGD 3, 32%) Ratings Rationale: Boyd's B2 Corporate Family Rating considers Moody's opinion that the company's leverage will remain high and that consumer spending on gaming in the US will not improve materially in the foreseeable future. Pro forma debt/EBITDA, excluding the company's Atlantic City joint venture subsidiary, is above 7.0 times. Positive rating consideration is given to Moody's favorable view of Boyd's acquisition of Peninsula Gaming. Through the acquisition, Boyd acquired properties with relatively high property-level EBITDA margins. Moody's expects this will improve Boyd's overall free cash flow profile and provide it with the opportunity to reduce its leverage over the next few years. The stable rating outlook considers Boyd's size, scale, and diversification, which Moody's believes helps the company manage through the current market and economic challenges better than smaller, less diversified gaming companies. The stable outlook also considers the expected EBITDA contribution from the Peninsula casino properties, which Moody's believes will provide Boyd with the opportunity to reduce its leverage to a level more consistent with the company's current rating. A higher rating would require that Boyd demonstrate the ability and willingness to achieve and maintain debt/EBITDA at or below 6.0 times. Ratings could be lowered if it appears Boyd will not be able to reduce leverage over the next 12 to 18 months. Independent of any change in Boyd's Corporate Family Rating, the company's issue-level ratings could change if/when Boyd pursues a financing to allow it to fold Peninsula Gaming, LLC (B2 stable) into Boyd's restricted group structure. Boyd publicly stated that it intends to engage in this type of transaction. However, until such time, Peninsula Gaming, LLC will continue to be held in an unrestricted subsidiary. The principal methodology used in this rating was the Global Gaming 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. Boyd wholly-owns and operates gaming and entertainment facilities located throughout the US. Boyd also has a 50% partnership interest in Marina District Finance Company, Inc., a non-recourse joint venture that owns and operates the Borgata Hotel Casino in Atlantic City, New Jersey. On November 20, 2012, Boyd completed its acquisition of Peninsula Gaming, LLC. Peninsula Gaming is a 100% wholly owned unrestricted subsidiary of Boyd. BOYD GAMING: S&P Assigns 'BB-' Rating to $1.75BB Sr. Facility ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed all ratings, including the 'B' corporate credit rating, on Las Vegas-based Boyd Gaming Corp. The outlook is stable. At the same time, S&P assigned the company's proposed $1.75 billion senior secured credit facility an issue-level rating of 'BB-', with a recovery rating of '1', indicating S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. The proposed facility consists of a $600 million senior secured revolving credit facility due 2018, a $150 million senior secured term loan A due 2018, and a $1 billion senior secured term loan B due 2020. The ratings remain subject to S&P's receipt and review of final documentation. S&P expects that the company will use the proceeds to refinance its existing senior secured credit facilities. The corporate credit rating on Boyd reflects S&P's assessment of the company's financial risk profile as "highly leveraged" and its business risk profile as "fair." S&P's assessment of Boyd's financial risk profile as highly leveraged reflects S&P's expectation that Boyd's leverage will remain over 7x through 2014. Somewhat offsetting the high leverage is the fact that Boyd will generate positive free operating cash flow that it can use to repay debt, and that wholly owned EBITDA interest coverage will remain near or above 2x. S&P's assessment of Boyd's business risk profile as fair reflects a geographically diverse portfolio (notwithstanding some second- tier assets in competitive markets), an experienced management team, and improved EBITDA margins following the acquisition of Peninsula Gaming LLC. S&P believes the Peninsula acquisition strengthened Boyd's business risk profile as Peninsula has relatively good quality assets, faces limited competition, and generates high EBITDA margins compared with other commercial gaming operators. Additionally, the Peninsula acquisition improved Boyd's overall geographic diversity and reduced Boyd's reliance on the Las Vegas locals market, which was more challenged than other markets in recent years, given competition and the volatility in that market during the recent economic recession. CAESARS ENTERTAINMENT: Files Correct Version of Prepared Remarks ---------------------------------------------------------------- Caesars Entertainment Corporation has amended its current report on Form 8-K/A with the U.S. Securities and Exchange Commission to amend items 2.02 and 9.01 of the Report to include a corrected version of the prepared remarks, including corrected information regarding debt repurchases during the second quarter of 2013. These prepared remarks were offered to provide stockholders and analysts with additional time and detail for analyzing the Company's results in advance of its quarterly conference call. The conference call was held on July 29. A copy of the Prepared Remarks is available for free at http://is.gd/d4rU8j 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. As of June 30, 2013, the Company had $26.84 billion in total assets, $27.58 billion in total liabilities and a $738.1 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 Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation 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 Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) 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. CAMCO FINANCIAL: To Hold "Say on Pay" Vote Every Three Years ------------------------------------------------------------ Camco Financial Corporation previously held an advisory vote on the frequency of having an advisory vote on executive compensation. In light of the close results of the advisory vote and the other factors considered by Camco's Board of Directors in recommending to the stockholders a frequency of once every three years, the Board of Directors determined that Camco will hold an advisory vote on the compensation of the named executive officers every three years until the next required advisory vote on the frequency of future non-binding advisory votes on executive compensation. Therefore, the next advisory vote on executive compensation will occur at the annual meeting of the stockholders to be held in 2016. About Camco Financial Cambridge, Ohio-based Camco Financial Corporation is a bank holding company that was organized under Delaware law in 1970. Camco is engaged in the financial services business in Ohio, Kentucky and West Virginia, through its wholly-owned subsidiary, Advantage Bank, an Ohio bank. On March 31, 2011, Camco divested activities related to Camco Title Agency and decertified as a financial holding company. Camco remains a bank holding company and continues to be regulated by the Federal Reserve Board. Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the Corporation's bank subsidiary is not in compliance with revised minimum regulatory capital requirements under a formal regulatory agreement with the banking regulators, and that failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. As discussed in Note K, Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital does not meet the requirements set forth in the 2012 Consent Order. As a result, the Corporation will need to increase capital levels. The Corporation reported net earnings of $4.2 million on net interest income (before provision for loan losses) of $23.9 million in 2012, compared with net earnings of $214,000 on net interest income of $214,000 on net interest income (before provision for loan losses) of $25.9 million in 2011. As of June 30, 2013, the Company had $756.77 million in total assets, $690.84 million in total liabilities and $65.93 million stockholders' equity. CASH STORE: Michael Shaw Steps Down as Director ----------------------------------------------- The Cash Store Financial Services Inc. on July 31 disclosed that effective July 31, 2013, Michael Shaw has resigned as a Director of Cash Store Financial. The Company wishes to thank Mr. Shaw for his time, dedication and many contributions on the Board and its various Committees since his appointment in October 2009 and wish him well in his future endeavors. About Cash Store Financial Headquartered in Edmonton, Alberta, The Cash Store Financial is the only lender and broker of short-term advances and provider of other financial services in Canada that is listed on the Toronto Stock Exchange (TSX: CSF). Cash Store Financial also trades on the New York Stock Exchange (NYSE: CSFS). Cash Store Financial operates 512 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 25 branches in the United Kingdom. Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial employs approximately 1,900 associates. * * * As reported in the Feb. 8, 2013 edition of the TCR, Standard & Poor's Ratings Services lowered its issuer credit rating on Cash Store Financial (CSF) to 'CCC+' from 'B-'. The outlook is negative. "The downgrades follow a proposal by the payday loan registrar in Ontario to revoke CSF's payday lending licenses and CSF's announcement that it has discontinued its payday loan product in the region," said Standard & Poor's credit analyst Igor Koyfman. The company's businesses in Ontario, which account for approximately one-third of its store count, will begin offering a new line of credit product to its customers. S&P believes this is to offset the loss of its payday lending product; however, this is a relatively new product, and S&P believes that it will be challenging for the company to replace its lost earnings from the payday loan product. S&P also believes that the registrar's proposal could lead to similar actions in other territories," the Company said. As reported by the TCR on May 22, 2013, Moody's Investors Service downgraded the Corporate Family Rating and senior unsecured debt rating of Cash Store Financial Services to Caa1 from B3 and assigned a negative outlook. According to Moody's, CSFS remains unprofitable on both the pretax and net income lines and prospects for return to profitability are unclear. CHEYENNE HOTEL: Hearing on Amended Plan Outline Continued Wed. -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado has continued until Aug. 7, 2013, at 3 p.m., the hearing to consider the adequacy of information in the Disclosure Statement explaining Cheyenne Hotel Investments, LLC's Plan of Reorganization filed on Oct. 24, 2012, as amended. At the hearing, the Court will also consider the objections filed by Homewood Suites Franchise, LLC, and Wells Fargo Bank, N.A. The Debtor's Second Amended Plan of Reorganization dated July 10, 2013, provides that on the Effective Date, all property of the estate will vest in the Reorganized Debtor. Wells Fargo will retain all liens on and security interests in the property of the Debtor or the Reorganized Debtor, as the case may be, which liens and security interests will be valid, binding, and fully enforceable first-priority liens on and security interests in the property. Under the Plan, the Reorganized Debtor will perform all actions required to effectuate the Plan. The plan payments and other performance provided in the Plan will be in full and complete payment, settlement and satisfaction of all claims against the estate and the Debtor. The Reorganized Debtor may sell the Hotel Assets -- the Debtor's assets used in operating the hotel located on the Hotel Premises, including, without limitation, the Hotel Premises, the Hotel Personalty Collateral, and any and all other assets used in operating the Debtor's business -- subject to the terms of the Wells Fargo Loan Documents; provided, however, that the proceeds received by the Reorganized Debtor from any such sale will be sufficient to pay in full all of the Reorganized Debtor's obligations secured by the Hotel Assets, including, without limitation the Reorganized Debtor's obligations to Wells Fargo under this Plan and the Wells Fargo Loan Documents, and such obligations will be paid in full from the proceeds of any such sale. A copy of the Second Amended Plan is available for free at http://bankrupt.com/misc/CHEYENNE_HOTEL_2amendedplan.pdf About Cheyenne Hotels LLC Cheyenne Hotels LLC, which owns and operates the Hampton Inn & Suites in Colorado Springs, Colorado, filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011. Judge A. Bruce Campbell presides over the case, taking over from Judge Michael E. Romero. Thomas F. Quinn, Esq. at Thomas F. Quinn PC, serves as the Debtor's counsel. Cheyenne Hotels estimated $10 million to $50 million in both assets and debts. The petition was signed by Tanveer Khan, manager. Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011, disclosing assets of $12,912,702 and liabilities of $8,074,325 as of the Petition Date. Thomas F. Quinn, Esq., also represents the Debtor as counsel. No committee of creditors or equity security holders has been appointed in the Debtors' case. CIRCLE STAR: Delays Form 10-K for Fiscal 2013 --------------------------------------------- Circle Star Energy Corp. has delayed the filing of its annual report on Form 10-K for the period ended April 30, 2013. The Company said that recent activities have delayed the preparation and review of the Report. About Circle Star Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL) owns royalty, leasehold, operating, net revenue, net profit, reversionary and other mineral rights and interests in certain oil and gas properties in Texas. The Company's properties are in Crane, Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson, Fayette, and Lee Counties. As reported by the Troubled Company Reporter on Aug. 17, 2012, Hein & Associates LLP, in Dallas, Texas, expressed substantial doubt about Circle Star's ability to continue as a going concern its report on the Company's financial statements for the fiscal year ended April 30, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficit. The Company's balance sheet at Jan. 31, 2013, showed $4.74 million in total assets, $5.49 million in total liabilities and a $754,119 total stockholders' deficit. CLEAR CHANNEL: Names Former Time Warner Executive as President -------------------------------------------------------------- Widely respected media and finance executive Richard J. Bressler will become president and chief financial officer of CC Media Holdings, Inc., and Clear Channel Communications, Inc., and chief financial officer of Clear Channel Outdoor Holdings, Inc., reporting to Chairman and CEO Robert Pittman, effective July 30, 2013. Mr. Bressler, who has served as CFO of Time Warner and Viacom and Managing Director at Thomas H. Lee Partners, possesses wide- ranging experience and expertise in the media, entertainment, digital and out-of-home businesses as well as an extensive background in public companies, private equity and venture capital investing. As a member of Thomas H. Lee Partners, one of the two private equity firms that completed a multi-billion-dollar acquisition of Clear Channel in 2008, Mr. Bressler has been a Director of CC Media Holdings, Inc., and Clear Channel Communications, Inc. since then, positions he will continue to hold, and has been intimately involved in the company as a member of the CC Media Holdings board's operating committee. As President of CC Media Holdings, Inc., and Clear Channel Communications, Inc., Mr. Bressler will work closely with Pittman on the further development of strategies and initiatives to ensure that Clear Channel capitalizes on its unique assets. In his capacity as CFO, Mr. Bressler will succeed Tom Casey, who served as Executive Vice President and Chief Financial Officer of CC Media Holdings, Inc., Clear Channel Communications, Inc., and Clear Channel Outdoor Holdings, Inc., from 2010. "I know Rich very well, and we have even worked together ? twice ? at Time Warner. He has been an invaluable strategic partner for us in his position at Thomas H. Lee Partners, and now he will play an even bigger role in helping Clear Channel fully maximize our unparalleled assets, working closely with me, John Hogan and William Eccleshare and the rest of our leadership team to continue to build the leading multi-platform media and entertainment company in the U.S. with global reach," said Pittman. "I recruited Rich for this role because there are few people who have as deep an understanding as he does of our company and the opportunities we have to lead the industry in helping marketers meet the demands of increasingly connected consumers. I'm confident that he'll add another layer of expertise and experience as we take the company to its next level of growth, and will be a tremendous leader for our financial team. His keen strategic, financial and analytical skills will be a huge asset to all of Clear Channel." "Bob Pittman is a visionary leader, and I'm incredibly excited by the opportunity to play a more direct role in the company's next stage of growth and development," said Bressler. "I'm a great believer in the power and potential of Clear Channel and have been proud to have a seat at the table as the company has expanded its position as a leader in the broadcast radio, digital media, entertainment and out-of-home businesses. I'm looking forward to partnering with Bob, William and John to help the company fulfill its potential as a truly transformative multi-platform media company." "There is no better, more experienced executive Bob Pittman could have recruited for this important role than Rich Bressler," said Scott Sperling, co-president of Thomas H. Lee Partners. "Bob and his team have achieved strong revenue growth driven by accelerating increases in market share, expanding the universe of Clear Channel advertisers, and building a leadership position in the transition to digital platforms. With this traction on top of the broad process reengineering work already completed, we have great confidence in the Company and are highly supportive of Rich's transition from helping lead our investment in Clear Channel to being a dedicated executive there on a full time basis." "We are very excited about the transformation of Clear Channel in the last several years into a true multi-media platform," said John Connaughton, a managing director at Bain Capital. "Rich will advance this mission with his exceptional track record as an executive at several premier media companies. Having worked with Rich over the last seven years, I know he will use his experience, in-depth knowledge of the company, and enduring relationships with Bob and the leadership to continue to grow the business and bring unique skills to an already-strong senior management team." Pittman continued, "I'd like to extend my most sincere thanks to Tom Casey for his significant contributions to Clear Channel over the last several years that set the stage for the company's continued evolution. Especially notable has been all his work during the completion of the recent debt refinancings, which strengthened our financial position and prepared our company for its next stage of growth. With these transactions complete, it's a natural time for this transition, which will enable Clear Channel to maximize its potential and take advantage of the company's promise and value. We wish Tom all the best for the future." Prior to joining Thomas H. Lee Partners, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom, Inc. from 2001 through 2005. He also served as Chairman and Chief Executive Officer of Time Warner Digital Media, and was Executive Vice President and Chief Financial Officer of Time Warner, Inc., from 1995 to 1999. The Chairman and CEO of Clear Channel Media + Entertainment, John Hogan, and the CEO of Clear Channel Outdoor Holdings, Inc., William Eccleshare, will continue to report to Mr. Pittman. 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. COMMUNITY HEALTH: S&P Affirms B+ CCR & Alters Outlook to Negative ----------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B+' corporate credit rating on Franklin, Tenn-based Community Health Systems Inc. S&P revised the rating outlook to negative from stable. At the same time, S&P placed its rating on the company's senior secured debt ratings on CreditWatch negative and the rating on its senior unsecured debt on CreditWatch developing. "We based the affirmations on a modest expected incremental increase in pro forma adjusted leverage to an estimated 6.0x. While the combination of the two companies will likely create integration synergies that may help lower costs, we believe operating weaknesses could limit its deleveraging potential. Specifically, each company's same facility patient volume trend has been weak. While patient volume has been generally weak for many hospital companies, both companies have been weaker than many of their peers. This has affected net operating revenue which in turn has hurt margins. Community's second quarter EBITDA margin was 130 basis points (bps) below the same quarter in 2012, and EBITDA fell 17% from last year," S&P said. "We will continue to view Community's business risk as "fair", reflecting its relatively diversified portfolio of hospitals that helps the company spread local market risk over many markets. After the acquisition of HMA is complete, Community's top five states will generate nearly 50% of its total revenue," said credit analyst David Peknay. "However, we also believe Community's profitability will remain below HCA and Universal Health, the other large for-profit hospital companies that we consider to have "fair" business risk profiles." "Our negative outlook on Community reflects the potential for a downgrade within two years if financial metrics do not improve to near its pre-acquisition level. We believe better profitability performance will be important since we do not expect the company to use cash flow to repay debt. Better patient volume, expense control efforts, and acquisition synergies are likely to be the key factors driving an improvement in profitability. We believe Community's post acquisition EBITDA must improve by at least 10% from present levels (current estimated combined EBITDA of the two companies) in order for leverage to fall below 5.5x. If we gain confidence that Community will achieve this measure, we will revise the outlook to stable. A downgrade could occur if a more difficult reimbursement environment, continued patient volume weakness, unmet synergies, or higher acquisition activity prevents the company from attaining this target," S&P noted. CORAL INVESTMENTS: Case Summary & 9 Unsecured Creditors ------------------------------------------------------- Debtor: Coral Investments, LLC 2915 Kerry Forest Parkway, #201 Tallahassee, FL 32309 Bankruptcy Case No.: 13-40458 Chapter 11 Petition Date: July 22, 2013 Court: U.S. Bankruptcy Court Northern District of Florida (Tallahassee) Judge: Karen K. Specie Debtor's Counsel: Brian G. Rich, Esq. BERGER SINGERMAN, LLP 125 S. Gadsden Street, Suite 300 Tallahassee, FL 32301 Tel: (850) 561-3010 Fax: (850) 561-3013 E-mail: brich@bergersingerman.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb13-40458.pdf The petition was signed by Walter M. Griffin, III, managing member. CUI GLOBAL: Has Exclusive License to VE-Probe and VE-Technology --------------------------------------------------------------- CUI Global, Inc.'s wholly-owned subsidiary, Orbital-UK acquired exclusive worldwide licensing rights to the VE-Probe and VE- Technology from its United Kingdom-based inventor, EnDet Ltd. The agreement gives Orbital exclusive and sole control of all technology related to its revolutionary GasPT2 and GasPTi natural gas metering systems. The July 30, 2013, press release is available for free at http://is.gd/MOF7Sm The Company separately filed with the U.S. Securities and Exchange Commission these documents: (a) April 30, 2013, Amendment to California Power Research Agreement http://is.gd/XEnZTi (b) June 20, 2013, Second Amendment to Divestment Agreement regarding Stock Sale and Purchase Agreement between CUI Global, Inc., and Kunio Yamagish et al, dated July 1, 2009. http://is.gd/y7vjK0 (c) July 19, 2013, Letter agreement between Orbital Gas Systems, Ltd., a wholly owned subsidiary, and a former employee relating to intellectual property for which Orbital is the licensee http://is.gd/BbAF2s (d) July 19, 2013, Intellectual Property License between Orbital Gas Systems, a wholly owned subsidiary of CUI Global and EnDet, Ltd. http://is.gd/NmHFeA About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global reported a net loss allocable to common stockholders of $48,763 in 2011, compared with a net loss allocable to common stockholders of $7.01 million in 2010. The Company's balance sheet at March 31, 2013, showed $35.94 million in total assets, $11.57 million in total liabilities and $24.36 million in total stockholders' equity. As reported by the TCR on April 8, 2011, Webb & Company, in Boynton Beach, Florida, expressed substantial doubt about CUI Global's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $7,015,896, a working capital deficiency of $675,936 and an accumulated deficit of $73,596,738 at Dec. 31, 2010. Webb & Company did not include a "going cocern qualification" in its report on the Company's 2011 financial results. CUMBERLAND CORRAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Cumberland Corral, LLC 64 Revere Park Nashville, TN 37205 Bankruptcy Case No.: 13-06325 Chapter 11 Petition Date: July 22, 2013 Court: U.S. Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Marian F. Harrison Debtor's Counsel: Griffin S. Dunham, Esq. EMERGE LAW, PLC 2021 Richard Jones Road, Suite 240 Nashville, TN 37215 Tel: (615) 953-2682 Fax: (615) 953-2955 E-mail: griffin@emergelaw.net - and ? Elliott Warner Jones, Esq. EMERGE LAW, PLC 2021 Richard Jones Road, Suite 240 Nashville, TN 37215 Tel: (615) 953-2629 E-mail: elliott@emergelaw.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/tnmb13-06325.pdf The petition was signed by George Keith, president/chief manager. CUMULUS MEDIA: Widens Net Income to $27.1 Million in Q2 ------------------------------------------------------- Cumulus Media Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $27.10 million on $289.67 million of net revenues for the three months ended June 30, 2013, as compared with net income of $8.14 million on $281.04 million of net revenues for the same period during the prior year. For the six months ended June 30, 2013, the Company posted net income of $18.11 million on $522.54 million, as compared with a net loss of $3.98 million on $517.03 million of net revenues for the same period a year ago. As of June 30, 2013, the Company had $3.69 billion in total assets, $3.35 billion in total liabilities $72.87 million in total redeemable preferred stock, and $262.92 million in total stockholders' equity. At June 30, 2013, cash on hand was $46.2 million. The Company also had $150 million of borrowings available under its Revolving Credit Facility. Based on the Company's financial condition as of June 30, 2013, the Company believes that cash on hand and cash expected to be generated from operating activities will be sufficient to satisfy its anticipated financing needs for working capital, capital expenditures, interest and debt service payments, and any repurchases of securities and other debt obligations for the foreseeable future. Lew Dickey, Chairman & CEO stated: "This was a solid quarter earmarked by revenue growth and strong expense management. Our targeted growth initiatives are ramping on schedule and our merger integration and problem market turnarounds are largely complete." A copy of the Form 10-Q is available for free at: http://is.gd/49LtYA About Cumulus Media Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest operator of radio stations, currently serving 110 metro markets with more than 525 stations. In the third quarter of 2011, Cumulus Media purchased Citadel Broadcasting, adding more than 200 stations and increasing its reach in 7 of the Top 10 US metros. Cumulus also acquired the Citadel/ABC Radio Network, which serves 4,000+ radio stations and 121 million listeners, in the transaction Cumulus Media said in its annual report for the year ended Dec. 31, 2011, that lenders under the 2011 Credit Facilities have taken security interests in substantially all of the Company's consolidated assets, and the Company has pledged the stock of certain of its subsidiaries to secure the debt under the 2011 Credit Facilities. If the lenders accelerate the repayment of borrowings, the Company may be forced to liquidate certain assets to repay all or part of such borrowings, and the Company cannot assure that sufficient assets will remain after it has paid all of the borrowings under those 2011 Credit Facilities. If the Company was unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and the Company could be forced into bankruptcy or liquidation. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. Holdings estimated debts between $50 million and $100 million but said assets are worth less than $50 million. AR Broadcasting operated radio stations in Missouri and Texas. * * * Standard & Poor's Ratings Services in October 2011 affirmed is 'B' corporate credit rating on Cumulus Media. "The ratings reflect continued economic weakness and higher post- acquisition leverage than we initially expected," said Standard & Poor's credit analyst Jeanne Shoesmith. "They also reflect the combined company's sizable presence in both large and midsize markets throughout the U.S." As reported by the TCR on Nov. 20, 2012, Moody's Investors Service affirmed the B1 Corporate Family Rating of Cumulus Media. The company's B1 corporate family rating is forward looking and reflects Moody's expectation that management will continue to reduce debt balances with free cash flow resulting in net debt-to- EBITDA ratios of less than 6.0x (including Moody's standard adjustments, and treating preferred shares as 75% debt) over the rating horizon, with further improvement thereafter consistent with management's 4.0x reported leverage target. As reported by the TCR on April 3, 2013, Moody's Investors Service downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. The downgrades reflect Moody's view that the pace of debt repayment and delevering will be slower than expected. Although EBITDA for 4Q2012 reflects growth over the same period in the prior year, results fell short of Moody's expectations. D.R. HORTON: Fitch Rates New $400MM Senior Notes Due 2023 'BB' -------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to D.R. Horton, Inc.'s (NYSE: DHI) proposed offering of $400 million principal amount of senior notes due 2023. This issue will be rated on a pari passu basis with all other senior unsecured debt. Net proceeds from the notes offerings will be used for general corporate purposes. The Rating Outlook is Positive. Key Rating Drivers The ratings for DHI reflect the company's strong liquidity position, the successful execution of its business model, geographic and product line diversity and steady capital structure. Fitch expects further gains in industry housing metrics this year as the housing cycle continues to evolve. However, there are still challenges facing the housing market that are likely to moderate the early stages of this recovery, including recent sharp increases in interest rates and home prices. Nevertheless, DHI has the financial flexibility to navigate through the sometimes challenging market conditions and continue to invest in land opportunities. The Positive Outlook takes into account the improving industry outlook for 2013 and 2014 and DHI's above average performance relative to its peers in certain financial, credit and operational categories during the past year. Fitch will closely monitor DHI's financial progress during the next few quarters to assess the appropriate rating. The Industry Housing metrics all showed improvement so far in 2013. For the first six months of the year, single-family housing starts improved 24.3% and existing home sales expanded 10.3%. New home sales also increased 28.4% during the January - June period in 2013. The most recent Freddie Mac 30-year interest rate was 4.31%, 100 bps above the all-time low of 3.31% set the week of Nov. 21, 2012. The NAHB's latest existing home affordability index was 172.7, short of the all-time high of 207.3. Fitch's housing estimates for 2013 are as follows: single-family starts are forecast to grow 18.3% to 633,000 while multifamily starts expand about 25% to 307,000; single-family new home sales should increase approximately 24% to 455,000 as existing home sales advance 7.5% to 5.01 million. Average single-family new home prices (as measured by the Census Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012. Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012. Average and median home prices should improve approximately 5.5% and 4.5%, respectively, in 2013. Housing metrics should expand next year due to the economy growing more rapidly in 2014, job growth moderately expanding (and unemployment rates decreasing to 7.5% for 2013 from an average of 7.8% in 2013), despite somewhat higher interest rates as well as more measured home price inflation. Single-family starts are projected to improve 22.4% to 775,000 and multifamily volume grows about 9% to 335,000. Thus, total starts next year should top 1 million. New home sales are forecast to advance about 24% to 565,000, while existing home volume increases 5.0% to 5.26 million. New home price inflation should moderate next year, at least partially because of higher interest rates. Average and median new home prices should rise about 3.5% and 2.5%, respectively, in 2014. Challenges (although somewhat muted) remain, including continued relatively high levels of delinquencies, potential for short-term acceleration in foreclosures, and consequent meaningful distressed sales, and restrictive credit qualification standards. Financials DHI successfully managed its balance sheet during the housing downturn and generated significant operating cash flow. DHI had been aggressively reducing its debt during much of the past six years. Homebuilding debt declined from roughly $5.5 billion at June 30, 2006 to $1.58 billion as of Dec. 31, 2011, a 71% reduction. More recently, DHI has been responding to the stronger housing market, expanding inventories and increasing leverage. Homebuilding debt at the end of the fiscal 2013 third quarter was $2.86 billion. As of June 30, 2013 debt/capitalization was 42.3%. (Debt/capitalization was 40.2% as of Dec. 31, 2012.) Net debt- capitalization was 36.6% at the end of the fiscal 2013 third quarter. DHI's earlier debt reduction was accomplished through debt repurchases, maturities and early redemptions. DHI repaid the remaining $171.7 million principal amount of its 6.875% senior notes on May 1, 2013, its due date. In 2014, $783.8 million of senior notes mature, including $500 million of 2% senior convertible notes. Fitch expects that the $500 million of senior convertible notes will likely convert into common stock in 2014. The company also has $157.8 million of senior notes coming due in February 2015. DHI has solid liquidity with unrestricted homebuilding cash of $607.8 million as of June 30, 2013. On Sept. 7, 2012, DHI entered into a new $125 million five-year unsecured revolving credit facility. In early November, the company announced that it had received additional lending commitments, increasing the capacity of the facility to $600 million. The facility was also amended to include an uncommitted accordion feature which could increase the facility to $1 billion, subject to certain conditions and availability of additional bank commitments. The facility's letter of credit sublimit is 50% of the revolving credit agreement, or $300 million. The company expects to obtain additional commitments from certain of the existing banks in the credit facility to increase the committed capacity of the facility, amend the facility to extend its maturity date by one year and reduce the applicable interest margin. In early December 2012, DHI declared a cash dividend of $0.15 per share. This dividend was in lieu of and accelerated the payment of all quarterly dividends that the company would have otherwise paid in calendar 2013. Real Estate DHI maintains an 8.3-year supply of lots (based on last 12 months deliveries), 65.1% of which are owned and the balance controlled through options. The options share of total lots controlled is down sharply over the past six years as the company has written off substantial numbers of options. Fitch expects DHI to continue rebuilding its land position and increase its community count. The primary focus will be optioning (or in some cases, purchasing for cash) or developing in small phases finished lots, wherein DHI can get a faster return of its capital. DHI's cash flow from operations during the first three quarters of fiscal 2013 (ending June 30, 2013) was a negative $1.14 billion. For all of fiscal 2013, Fitch expects DHI to be cash flow negative by $1.5 - 1.7 billion as the company almost doubles its land and development spending. The ratings also reflect DHI's relatively heavy speculative building activity (at times averaging 50 - 60% of total inventory and 47.4% at June 30, 2013). DHI has historically built a significant number of its homes on a speculative basis (i.e. begun construction before an order was in hand). A key focus is on selling these homes either before construction is completed or certainly before a completed spec has aged more than a few months. This has resulted in consistently attractive margins. DHI successfully executed this strategy in the past, including during the severe housing downturn. Nevertheless, Fitch is generally more comfortable with the more moderate spec targets of 2004 and 2005, wherein spec inventory accounted for roughly 35 - 40% of homes under construction. Rating Sensitivities Future ratings and Outlooks will be influenced by broad housing market trends as well as company-specific activity, such as -- Trends in land and development spending; -- General inventory levels; -- Speculative inventory activity (including the impact of high cancellation rates on such activity); -- Gross and net new order activity; -- Debt levels; -- Free cash flow trends and uses; and -- DHI's cash position. Fitch would consider taking positive rating actions if the recovery in housing persists, or accelerates and DHI shows steady improvement in credit metrics (such as debt to EBITDA leverage approaching or below 4x by fiscal-year end 2013 or 2014), while maintaining a healthy liquidity position (in excess of $1 billion in a combination of unrestricted cash and revolver availability at fiscal-year end 2013 and 2014). If the current pace of improvement continues over the next six-to-nine months, an upgrade would be warranted. Conversely, negative rating actions could occur if the recovery in housing dissipates and DHI maintains an overly aggressive land and development spending program. This could lead to consistent and significant negative quarterly cash flow from operations and meaningfully diminished liquidity position (below $500 million). Fitch currently rates DHI as follows: -- Long-term IDR 'BB'; -- Senior unsecured debt 'BB'. The Rating Outlook is Positive. D.R. HORTON: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2' --------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to D.R. Horton's proposed $400 million senior unsecured notes due 2023, proceeds of which will be used for general corporate purposes, including growth capital and repayment of debt maturities. At the same time, Moody's affirmed the company's Ba2 corporate family rating, Ba2-PD probability of default rating, the Ba2 ratings on the existing senior unsecured notes and convertible senior notes, and the SGL-2 speculative grade liquidity rating. The rating outlook remains positive. The following rating actions were taken: Proposed $400 million senior unsecured notes due 2023, assigned Ba2 (LGD4, 54%); Corporate family rating, affirmed at Ba2; Probability of default rating, affirmed at Ba2-PD; Existing senior unsecured notes, affirmed at Ba2 (LGD4, 54%); Existing convertible senior notes, affirmed at Ba2 (LGD4, 54%); Speculative grade liquidity rating, affirmed at SGL-2; The rating outlook is positive. Ratings Rationale: The Ba2 rating reflects the company's conservative capital structure, as reflected in one of the lowest homebuilding debt leverage ratios in the industry; its relatively clean and transparent balance sheet; its strong earnings metrics, including healthy gross margins and positive net income generation; and its position as one of the largest and most geographically diversified homebuilders in the U.S. In addition, the Ba2 rating considers Horton's solid liquidity, supported by $608 million of unrestricted cash and investments as of June 30, 2013, which will rise to $1.0 billion with the proceeds of the note offering, and the availability under its $600 million senior unsecured revolving credit facility due 2017, the capacity of which the company plans to increase further. Supported by the sound business conditions, over the past 18 months Horton was able to improve its quarterly gross margins to about 21% from 18%, increase pretax margin to 12% from 3%, grow its equity balance by $1.2 billion with the help of earnings generation and deferred tax valuation allowance reversals. While the company's debt leverage remains among the lowest in the industry, over the recent quarters it has inched up slightly to the mid 40% level from the high 30% range. The current transaction places pro forma debt to capitalization ratio at 46.4%. Horton's aggressive growth strategies are likely to prevent its debt leverage from declining substantially, while cash flow from operations is likely to be significantly negative, comparable to the levels generated over the last 12 months of over negative $1.0 billion. Additionally, the company's large speculative build percentage of over 50% and moderately long land supply of about seven years leave it exposed in the event of a sharp or sudden downturn. Horton's good liquidity profile is reflected in its SGL-2 speculative-grade liquidity assessment, which balances the company's strong cash position and the availability under the $600 million senior unsecured revolver with the expectation for negative cash flow generation, the need to maintain covenant compliance, and somewhat limited opportunities to monetize excess assets quickly. The positive outlook reflects the company's ability to generate rapid growth while maintaining solid liquidity and financial flexibility and one of the lowest debt leverage profiles in the industry. Additionally, the positive outlook reflects Moody's expectation that the company will expand profitability, grow its earnings and equity base, and reduce its homebuilding debt leverage over the next 12 to 18 months. The ratings could improve if the company continues to expand its net income generation and maintains its homebuilding debt leverage close to 40% while sustaining strong liquidity. The outlook could be changed to negative if the if the economic backdrop suddenly and significantly takes a turn for the worse. The ratings could be lowered if the company's adjusted gross homebuilding debt leverage increased above 50% on a sustained basis, or if cash flow generation was significantly negative for a prolonged period of time without an offsetting sufficient increase in earnings. The principal methodology used in this rating was the Global Homebuilding Industry Methodology published in March 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. D.R. Horton, Inc., headquartered in Fort Worth, Texas, is one of the largest and most geographically diversified homebuilders in the United States. The company has a presence in 27 states and 78 regions and generates approximately 98% of its revenues from homebuilding operations, focusing on the construction and sale of single-family detached homes. In the last twelve months ending June 30, 2013, the company generated total revenues and pretax income of $5.7 billion and $554 million, respectively. D.R. HORTON: S&P Assigns 'BB' Rating to $400MM Sr. Notes Due 2023 ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '3' recovery rating to Fort Worth, Texas-based homebuilder D.R. Horton Inc.'s proposed offering of $400 million of senior notes due 2023. S&P's '3' recovery rating indicates its expectation for a meaningful (50%-70%) recovery in the event of a default. The 'BB' corporate credit rating on D.R. Horton remains unchanged. The outlook is stable. The company plans to use proceeds from the offering for general corporate purposes. Standard & Poor's expects the issuance to immediately bolster the company's holdings of unrestricted homebuilding cash and marketable securities (which totaled approximately $608 million at June 30, 2013), providing additional funds for investment in land and inventory. The proceeds may also facilitate the repayment of the company's 2014 debt maturities, which currently total $783.8 million (including a $500 million convertible note). The notes will be guaranteed by substantially all of D.R. Horton's homebuilding subsidiaries and will rank equally with the company's other senior unsecured obligations. S&P's ratings on D.R. Horton reflects the homebuilder's "fair" business risk profile that benefits from geographic diversity and scale. The company currently operates in 78 markets across 27 states and is the nation's largest homebuilder by volume, having delivered 22,864 homes primarily to first-time homebuyers during the 12 months ended June 30, 2013. S&P views D.R Horton's financial risk profile as "significant". Key EBITDA-based credit metrics have improved substantially over the past year, reflecting higher sales volumes and pricing trends and continued margin improvement. S&P's stable outlook reflects its expectation that D.R. Horton's EBITDA-based credit metrics will continue to strengthen over the next 12 to 18 months as the homebuilder grows community count while maintaining or improving current absorption levels. S&P also expects continued improvement in EBITDA margin over its forecast period. As a result, S&P expects debt to EBITDA will decline by year-end 2013 to the mid-4x area, interest coverage will approach 5x, and debt to total book capital will remain in the mid-40% area. S&P could lower its rating if home sales slow significantly, and debt to EBITDA exceeds 5x on a sustained basis. Given S&P's expectation that D.R. Horton will use debt primarily to finance inventory and land investment required to support S&P's robust growth expectations, it believes near-term ratings upside is limited. However, S&P could raise its rating one notch if debt to EBITDA fell to the low-3x area, debt to total book capital declined to about 40%, and land and inventory investment required to fund growth is substantially funded by cash from operations and adequate liquidity is maintained. RATINGS LIST D.R. Horton Inc. Corporate Credit Rating BB/Stable/-- New Rating D.R. Horton Inc. $400 mil. notes due 2023 Senior Unsecured BB Recovery Rating 3 DETROIT, MI: Council Pursues Congressional Hearings on Bankruptcy ----------------------------------------------------------------- Christine Ferretti, writing for The Detroit News, reported that the City Council approved a resolution echoing the call for congressional hearings on the increasing use of municipal bankruptcy filings across the nation and whether Detroit is misusing the process to slash retiree pensions and healthcare coverage. According to the report, the resolution, introduced by member JoAnn Watson, was crafted in support of a request by U.S. Rep. John Conyers, D-Detroit, for the hearings to evaluate local and national ramifications after Detroit filed to pursue the largest municipal bankruptcy filing in U.S. History. The council's unanimous vote in favor of the measure comes a day after Michigan Attorney General Bill Schuette officially joined Detroit's bankruptcy case in an effort to protect pensioners from having their retirement benefits cut in the Chapter 9 debt restructuring, the report said. Schuette has filed for an appearance to part of the case with U.S. Bankruptcy Judge Steven Rhodes. Rhodes has not yet determined whether Detroit is eligible for bankruptcy protection from its creditors, who are owed an estimated $18.5 billion, the report related. In a letter to Bob Goodlatte, chairman of House Judiciary Committee, Conyers said he's concerned the process is "anti- democratic," the report cited. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Debtor is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. DIVINE MERCY: Updated Case Summary & Creditors' Lists ----------------------------------------------------- Lead Debtor: Divine Mercy LLC 7725 NW Westside Dr. Kansas City, MO 64152 Bankruptcy Case No.: 13-50466 Chapter 11 Petition Date: July 23, 2013 Court: United States Bankruptcy Court Western District of Missouri (St. Joseph) Judge: Cynthia A. Norton Debtors' Counsel: Jeffrey A. Deines, Esq. LENTZ CLARK DEINES PA 9260 Glenwood Overland Park, KS 66212 Tel: (913) 648-0600 Fax: (913) 648-0664 E-mail: jdeines@lcdlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliates that simultaneously filed separate Chapter 11 petitions: Debtor Case No. ------ -------- O'Laughlin Investments, LLLP 13-50467 Assets: $100,001 to $500,000 Debts: $1,000,001 to $10,000,000 O'Laughlin Rentals, Inc. 13-50468 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by James E. O'Laughlin, authorized representative. A. In its list of 20 largest unsecured creditors, Divine Mercy LLC placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Metcalf Bank $1,764,712 609 North 291 Highway Lees Summit, MO 64086 B. A copy of O'Laughlin Investments' list of its three unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mowb13-50467.pdf C. A copy of O'Laughlin Rentals' list of its four unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/mowb13-50468.pdf DTS8 COFFEE: Delays Form 10-K for Fiscal 2013 --------------------------------------------- DTS8 Coffee & Tea, Inc., informed the U.S. Securities and Exchange Commission that its annual report on Form 10-K for the period ended April 30, 2013, could not be filed within the prescribed time period due to additional time required to prepare and complete that document. About DTS8 Coffee DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.) was incorporated in the State of Nevada on March 27, 2009. Effective Jan. 22, 2013, the Company changed its name from Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd. On April 30, 2012, the Company acquired 100 percent of the issued and outstanding capital stock of DTS8 Holdings Co., Ltd., a corporation organized and existing since June 2008 under the laws of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd. DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet coffee roasting company established in June 2008. DTS8 Coffee's office and roasting factory is located in Shanghai, China. DTS8 Coffee is in the business of roasting, marketing and selling gourmet roasted coffee to its customers in Shanghai, and other parts of China. It sells gourmet roasted coffee under the "DTS8 Coffee" label through distribution channels that reach consumers at restaurants, multi-location coffee shops, and offices. As reported in the TCR on Aug. 14, 2012, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about Berkeley Coffee & Tea Inc.'s ability to continue as a going concern, following the Company's results for the fiscal year ended April 30, 2012. The independent auditors noted that the Company has suffered recurring losses from operations. The Company's balance sheet at Jan. 31, 2013, showed $4.62 million in total assets, $661,274 in total liabilities and $3.96 million in total shareholders' equity. EARL SIMMONS: Rapper DMX Files for Bankruptcy --------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that the rapper DMX filed for Chapter 11 bankruptcy protection, court records show, days after his arrest on suspicion of driving under the influence. According to the report, filed in the Manhattan bankruptcy court, the Chapter 11 petition of Earl Simmons, aka DMX, lists less than $50,000 in assets and $1 million to $10 million in debt. The rapper said in court papers that he filed for Chapter 11 bankruptcy, which is available to both businesses and consumers, "to enable me to reorganize my financial affairs." The New York native and current South Carolina resident owes $1.24 million in child support and more than $21,000 on an auto lease, among other obligations, the report said. His principal asset is a 50% stake in property in Mount Kisco, N.Y. DMX was arrested in South Carolina for suspicion of driving under the influence and for failing to have a valid driver's license, according to Reuters. However, a representative for DMX said the rapper was never charged with a DUI because he passed a breath test in jail and was quickly released after posting $1,235 in bail. A rapper known for the late ?90s hit "Party Up (Up in Here)," DMX has also appeared in such movies as "Romeo Must Die," the report noted. EDISON MISSION: Creditors Seek Permission to Sue Parent ------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Edison Mission Energy and its affiliated debtors ask the Bankruptcy Court for standing and authority to prosecute, and sole authority to settle, all claims and/or causes of action of the Debtors' estates against: (i) Edison International ("EIX"), a non-debtor and the ultimate parent of the Debtors, (ii) Southern California Edison ("SCE"), a non-debtor subsidiary of EIX, (iii) Mission Energy Holding Company ("MEHC"), a non-debtor subsidiary of EIX and the Debtors' direct parent, (iv) Edison Mission Group ("EMG"), a non-debtor subsidiary of EIX and an indirect parent of EME, and (v) certain current and former members of the board of directors of Edison Mission Energy and the parent company. The Committee's request, filed on Wednesday, has redacted portions. The Committee is also seeking Court permission to file the redacted version under seal as the panel's papers contain confidential, non-public information that was obtained by the Committee in connection with its investigation. "The facts discovered by the Committee to date supports strong claims against the Defendants, including, among others, for fraudulent conveyance, illegal dividend, preferential transfer, fraud, negligent misrepresentation, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, alter-ego liability, substantive consolidation, equitable subordination, disallowance of claims and declaratory judgment -- all of which the Committee is best situated and well-prepared to litigate vigorously and without conflict," the Committee's papers said. The Committee believes that recoveries on the Claims could be in the "billions of dollars," and that only a conflict-free fiduciary -- unlike the Debtors and their counsel -- will be able to achieve the most value maximizing outcome. The Committee said the Debtors' counsel, Kirkland & Ellis LLP, is unable to appropriately evaluate and prosecute the Claims due to numerous conflicts of interest. "To be clear, the Committee recognizes that [Kirkland] is a world-renowned law firm and a leader in advising troubled companies. The Committee and its professionals universally have great respect for [Kirkland] and the particular attorneys representing the Debtors. No matter how respected or qualified, however, K&E has actual, potential and apparent conflicts that undermine their ability to objectively evaluate and prosecute the Claims," the Committee said. According to the Committee, the results of their probe to date show that, since its founding in 1986, Edison Mission Energy operated not as an independent company with the corporate objective of maximizing value for its stakeholders, but rather as a controlled division of its parent, EIX. The Committee said EIX exploited this control to enrich itself and its regulated utility business, SCE, to the substantial detriment of EME and its creditors. The Committee's probe is ongoing. The Committee is represented by: Ira S. Dizengoff, Esq. Stephen M. Baldini, Esq. Arik Preis, Esq. Robert J. Boller, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: idizengoff@akingump.com sbaldini@akingump.com apreis@akingump.com rboller@akingump.com - and - James Savin, Esq. Kevin M. Eide, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564 Tel: (202) 887-4000 Fax: (202) 887-4288 E-mail: jsavin@akingump.com keide@akingump.com - and - David M. Neff, Esq. Brian Audette, Esq. PERKINS COIE LLP 131 South Dearborn Street, Suite 1700 Chicago, IL 60603-5559 Tel: (312) 324-8400 Fax: (312) 324-9400 E-mail: baudette@perkinscoie.com * * * Cassandra Sweet and Jacqueline Palank, writing for Dow Jones Newswires, report that creditors of Edison International's commercial power unit -- Edison Mission Energy -- are seeking more than $1 billion from the parent company, which vowed on Thursday to fight their effort. According to the report, a group of creditors of the Edison Mission unit have asked the bankruptcy judge overseeing the case for permission to sue Edison International and Southern California Edison to obtain an amount that could be in the billions of dollars, according to documents filed Wednesday with the U.S. Bankruptcy Court in Chicago. Edison Mission filed for Chapter 11 bankruptcy protection in December and has more than $6 billion of debt. At the time, Edison International said the bankruptcy would cost it at least $1.5 billion and said that it and its Southern California Edison subsidiary would be shielded from the unit's bankruptcy-related claims. "The claims are without merit and we intend to vigorously defend our approach," Edison International Chief Executive Ted Craver said on Thursday during a conference call with analysts to discuss the company's quarterly financial results, Dow Jones reports. Mr. Craver added that the Edison Mission unit "remains structurally separate from Edison International and all that implies." Dow Jones says lawyers for the creditors declined to comment on Thursday. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. Kirkland & Ellis LLP is serving as legal counsel to EME, Perella Weinberg Partners, LP is acting as financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by the law firms Akin Gump and Perkins Coie. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. EPIQ SYSTEMS: Moody's Assigns 'B1' CFR & Rates $400MM Debt 'B1' --------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating ("CFR") and an SGL-1 Speculative Grade Liquidity rating to Epiq Systems, Inc. Concurrently, a B1 rating was assigned to $400 million in proposed senior secured credit facilities. Proceeds will be used to refinance existing debt and add to the cash balance. The ratings outlook is stable. Ratings (and Loss Given Default Assessments) assigned: - Corporate Family Rating, B1 - Probability of Default Rating, B2-PD - Speculative Grade Liquidity Rating, SGL-1 - Proposed $100 million first lien revolver due 2018, B1 (LGD3, 31%) - Proposed $300 million first lien term loan due 2020, B1 (LGD3, 31%) Ratings Rationale: The B1 CFR reflects pro forma debt / EBITDA of approximately 3.9x and Epiq's relatively small operating revenue size of $400 million, even after robust organic and acquired growth. Epiq has established a leading position in the fragmented, eDiscovery market and Moody's expects continued double-digit growth in this segment, which now comprises roughly two-thirds of Epiq's consolidated revenues. EBITDA will continue rising at a slower pace because Epiq's eDiscovery growth is coming primarily from labor-intensive, lower-margin document review staffing revenues. Volumes in the cyclical, but profitable, bankruptcy administration business are expected to decline further in 2013 and 2014. This mix shift to lower-margin revenues, along with competitive pricing pressures for eDiscovery software solutions, is expected to drive further margin compression. Nonetheless, Epiq's profitability margins compare well with competitors' and EBITDA margin is expected to remain above 20% of operating revenues. To supplement organic revenue growth, Moody's anticipates that Epiq will be acquisitive and that strategic acquisitions will be partly funded with incremental debt. Key credit metrics may temporarily weaken from current levels, which are somewhat strong for the rating category. The SGL-1 Speculative Grade Liquidity rating reflects Moody's expectation that Epiq will maintain a very good liquidity profile over the next four quarters. Upon closing of the refinancing transaction, Epiq will have more than $50 million of cash on the balance sheet and an undrawn $100 million revolver. Epiq pays a quarterly dividend of about $13 million per year, which limits cash flow available for investments or debt reduction. Nonetheless, after dividends, Moody's expects at least $25 million of free cash flow over the next year. The stable outlook reflects Moody's expectation that Epiq will maintain good liquidity and total debt/ EBITDA below 4.5x. A moderate level of acquisition activity is anticipated which could temporarily dampen credit metrics. The ratings could be downgraded if Moody's expects total debt / EBITDA to be sustained above 5x or free cash flow to debt falls below 5%. The ratings could be upgraded if Epiq expands its scale and diversifies its revenue base, stabilizes profitability margins, and maintains free cash flow to debt above 8%. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Epiq is a leading provider of technology-enabled solutions for electronic discovery, bankruptcy, and class action administration. Operating revenues are expected to exceed $400 million in 2013. EPIQ SYSTEMS: S&P Assigns 'BB-' CCR; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services assigned a 'BB-' corporate credit rating to Kansas City, Kan.-based Epiq Systems Inc. The outlook is stable. At the same time, S&P assigned a 'BB-' issue-level rating to the company's proposed $300 million term loan due 2020 and $100 million revolving credit facility due 2018. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50% to 70%) in the event of payment default. "The ratings on Epiq reflect its 'significant' financial risk profile with pro forma adjusted leverage in the high-3x area and an acquisitive growth strategy, and its 'weak' business risk profile, reflecting its competitive, fragmented, and cyclical end markets," said Standard & Poor's credit analyst Christian Frank. S&P expects EBITDA to expand modestly and that the company is likely to use its debt capacity to support acquisitions, resulting in leverage remaining in the mid-to-high 3x area through 2014. Epiq provides software and services to the legal industry in three areas: eDiscovery, bankruptcy, and settlement administration. EDiscovery (the process by which parties to legal matters collect and analyze large amounts of data and digital documents to be used as evidence) is the company's largest and fastest-growing segment, representing 60% of first-half 2013 operating revenue with 36% organic year-over-year growth; however, segment margins have trended lower since 2007, as a result of the company pursuing more low-margin document review business, investment in international expansion, and competitive pressure. Bankruptcy is the company's legacy business and its most profitable segment, but it is also the most cyclical. Settlement administration is Epiq's least profitable segment, and long-term growth prospects are low as class action spending has been flat for the past several years. The stable outlook reflects S&P's view that Epiq's domain expertise and good relationships with customers and referral sources support a degree of operating stability, and that its financial policy is consistent with the rating. S&P could lower the rating if the company sustains adjusted leverage above 4x, due to debt-financed acquisitions, or eroding profitability caused by competitive pressure in the eDiscovery segment or continued cyclical declines in bankruptcy revenue. Although unlikely in the near term, S&P could raise the rating if Epiq moderates its acquisition strategy and sustains leverage below 3x. EXCEL MARITIME: Creditors Plan to File Rival Chapter 11 Plan ------------------------------------------------------------ Peg Brickley writing for Dow Jones' DBR Small Cap reports that creditors of Excel Maritime Carriers Ltd. say bondholders are preparing a rival turnaround plan for the shipping company, which has pledged itself to a bank-backed Chapter 11 plan. 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. FAIRFAX FINANCIAL: S&P Withdraws 'BB+' Ratings on Subsidiaries -------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'BBB-' long-term counterparty credit rating on Fairfax Financial Holdings Ltd. and its 'A-' financial strength rating on Fairfax's core subsidiaries. S&P has revised the outlook to stable from positive. S&P also affirmed the core group status of Hong Kong-based property casualty insurer Falcon Insurance Co. Ltd. (Falcon). Falcon's group status is supported by a guarantee provided by U.S.-based Odyssey Reinsurance Co. (Odyssey Re) that meets S&P's criteria, so the ratings on Falcon will move in tandem with those on Odyssey Re. At the request of the company S&P is withdrawing its 'BB+' long- term ratings on TIG Insurance Co., Fairmont Insurance Co., Fairmont Premier Insurance Co., and Clearwater Insurance Co. "The ratings reflect our view of the group's strong business risk profile (BRP) and strong financial risk profile (FRP). We view the company's BRP as strong, built on its strong competitive position, large geographic presence, and sector diversification. Our view of the FRP is based on Fairfax's very strong capital and earnings, offset somewhat by its moderate risk position. Under our criteria, these factors lead to a possible anchor of either 'a' or 'a-'. We assigned the latter because we believe the group's strong financial risk profile somewhat overstates its contribution to overall creditworthiness in light of Fairfax's historically weaker underwriting performance relative to peers' and its significant dependence on consistently generating capital gains from its investment portfolio to maintain very strong capital and earnings," S&P said. For Fairfax S&P applies the standard notching for predominantly U.S. insurance groups between the long-term ratings on the operating companies and the holding company. This reflects the Canadian holding company's dependence on dividends from its predominantly U.S.-based operating subsidiaries and the ability of state insurance regulators to prohibit those dividends. The outlook is stable. S&P could lower the ratings if, contrary to its expectations, capital adequacy decreases and remains consistently below the 'AA' rating level, or if its competitive position deteriorates. S&P could raise the ratings if underwriting performance shows sustained improvement, leading to stronger operating performance and fixed-charge coverage measures. FIRST DATA: Incurs $189.1 Million Net Loss in Second Quarter ------------------------------------------------------------ First Data Corporation reported a net loss attributable to the Company of $189.1 million on $2.70 billion of revenues for the three months ended June 30, 2013, as compared with a net loss attributable to the Company of $157.4 million on $2.68 billion of revenues for the same period a year ago. For the six months ended June 30, 2013, the Company incurred a net loss attributable to the Company of $526.5 million on $5.29 billion of revenues, as compared with a net loss attributable to the Company of $309.9 million on $5.24 billion of revenues for the same period during the prior year. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss attributable to the Company of $700.9 million, compared with a net loss attributable to the Company of $516.1 million during the prior year. As of June 30, 2013, the Company had $43.70 billion in total assets, $41.67 billion in total liabilities, $68.2 million in redeemable noncontrolling interest and $1.95 billion in total equity. A copy of the press release is available for free at: http://is.gd/T2NsYc About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. * * * The Company's carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FIRSTENERGY CORP: Fitch Downgrades Issuer Default Ratings to 'BB+' ------------------------------------------------------------------ Fitch has downgraded the Issuer Default Ratings (IDRs) of FirstEnergy Corporation (FE) and its wholly-owned merchant generation subsidiaries FirstEnergy Solutions Corporation (FES) and Allegheny Energy Supply Company, LLC (Supply) to 'BB+' from 'BBB-'. Fitch has also downgraded Jersey Central Power & Light Company's (JCP&L) IDR to 'BBB-' from 'BBB'. JCP&L's Rating Outlook has been revised to Stable from Negative. In addition, Fitch has affirmed the long-term issuer and securities ratings for all of FE's remaining subsidiaries. The Rating Outlook for FE and its subsidiaries is Stable. Fitch has also downgraded the short-term ratings of FE and its subsidiaries to 'B' from 'F3'. Approximately $20 billion of debt is affected by today's rating actions. Key rating drivers for FE include: -- The extended downturn in U.S. power prices and its adverse effect on operating profits at consolidated FE, FES and Supply; -- Significant capex and rising operating costs due to environmental compliance standards, which further pressure margins and cash flows at FES and Supply; -- FE's planned asset restructuring, plant retirements and debt reduction at FES and Supply; -- Rating linkage between FE and its unregulated and regulated operating subsidiaries under Fitch criteria; -- Relatively stable electric utility operations and cash flows, but weakening credit metrics at JCP&L. Debt Restructuring The ratings consider debt issuance of $1.5 billion at the FE parent level during March 2013 and the use of the proceeds to reduce FES debt by a like amount. The ratings also consider the issuance of Ohio PIRB Special Purpose Trust Notes totaling $455 million. Fitch expects future, planned asset sales to third parties in 2013 will be used to reduce debt at FES. Low Power Prices The lower ratings and Stable Outlook for FE, FES and Supply primarily reflect the prolonged downturn in power prices driven by a surfeit of natural gas supply, strong reserve margins and a sluggish economic recovery. Low power prices have depressed margins and cash flows at FES and Supply, along with more stringent environmental requirements. Moreover, the results of the PJM Interconnection's 2016/2017 base residual auction bode ill for a meaningful regional power price recovery in the near-to-intermediate term, in Fitch's opinion. FE's announcement in July 2013 to retire the Hatfield super- critical coal-fired generating facility underscores the challenges confronting FE's unregulated generation business model against a backdrop that includes a surfeit of natural gas supply and rising environmental costs. Asset Sales The ratings consider the planned debt restructuring, asset transfers and sales at FES, Supply and AGC with affiliated utility, Monongahela Power Company (MP) and third parties. A final ruling regarding the transfer of the Harrison Power Station (Harrison) to MP from Supply for approximately $1.1 billion (1,476-mws net of the sale of the Pleasants plant to Supply) is expected by the West Virginia Public Service Commission (PSC) in August 2013. Fitch notes that certain intervenors in proceedings before the West Virginia commission are recommending a transfer price of less than $600 million and completion of the transaction is not assured. The planned sale of FES/Supply's unregulated hydro assets to potential third parties later this year is expected to facilitate debt reduction. Environmental Costs FE has invested heavily to comply with Environmental Protection Agency (EPA) rules. Continued compliance will require significant additional capital investment and result in higher operating costs in 2013 and beyond at FE's unregulated and regulated generating operations. These factors have resulted in a more leveraged consolidated financial profile. On its first quarter 2013 earnings call, FE announced a further reduction to estimated compliance costs with the EPA's Mercury and Air Toxics Standard (MATS) by $50 million to $925 million. In addition, the retirement of the Hatfield and Mitchell units is expected to reduce MATS compliance by approximately an incremental $270 million. AGC Allegheny Generation Company's (AGC) ratings and Stable Outlook reflect the company's strong credit metrics relative to Fitch's 'BBB' internal guideline and linkage to FE. Operating risk at AGC is relatively low. The company's sole asset is a 40% undivided interest in a large pumped storage facility and related transmission assets. All of AGC's revenues, earnings and cash flow are derived from its sales to Supply and affiliate, MP. Revenues are provided via Federal Energy Regulatory Commission- approved tariffs. Storm Activity The impact of frequent, significant storm activity across FE's service territory in 2011 and 2012 and recovery of related costs, especially at JCP&L, is also factored into the utility and FE's credit ratings. Costs related to Hurricane Sandy totaled $860 million for the FE system and $603 million at JCP&L, pressuring JCP&L and FE's consolidated credit metrics. Uncertainty regarding JCP&L's pending general rate case (GRC) and recovery of deferred storm costs remain a concern for JCP&L and FE's credit quality. A worse-than expected outcome in the GRC and related generic storm cost proceeds could lead to further adverse rating actions. Fitch assumes recovery of prudently incurred storm costs within six years and no base rate increase. FE Utility Operations FE's electric utility subsidiaries are primarily distribution operating companies serving significant portions of Ohio, Pennsylvania, New Jersey, Maryland and West Virginia. The utilities benefit from balanced regulatory jurisdictions, relatively low risk business profiles and credit metrics that are generally consistent with the rating categories. Ohio, Pennsylvania and New Jersey account for more than 85% of FE's total estimated 2012 electric distribution deliveries. Fitch expects management to invest significant capital in its distribution and transmission businesses over the next several years to enhance service quality and reliability. West Virginia Rate Case Monongahela Power Co. (MP) and Potomac Edison (PotEd) filed a request with the PSC in 2012 to approve the proposed Harrison/Pleasants transaction. Currently, the Harrison super critical coal-fired generating facility is 80% owned by Allegheny Energy Supply (Supply). MP owns 408-megawatts (MW - 20%) of Harrison. As proposed, the asset transfer would require implementation of a temporary transaction surcharge to be implemented concomitant with closing of the transaction. The surcharge, if approved by the PSC, would remain effective until the adjudication of MP's next general rate case proceeding. The requested $192.9 million surcharge at MP would be offset in part by reductions to its expanded net energy cost (ENEC) mechanism. Fitch notes that intervenors in the proceedings have proposed a transfer price of under $600 million and that there is significant opposition to the proposed transaction. Ohio Restructuring The transition to competition in Ohio has been a slowly evolving, sometimes controversial process. FE moved early to separate its generation from regulatory oversight. As a result, its distribution utilities in the state, OE, CEI and TE, have a less volatile business mix compared to other utilities in the state that are in the process of restructuring their generation assets. ESPs Approved FE's Ohio-based utilities have Public Utilities Commission of Ohio (PUCO)-approved electric security plans (ESP) in effect. The ESPs include generation supply procurement via competitive bid process and no increase in base distribution rates through May 31, 2016. In addition, the ESP continues the Distribution Capital Recovery (DCR) rider, which allows the utilities to recover a return of and on capital investment of up to $405 million in their delivery system. Pennsylvania Operations FE's Pennsylvania-based utilities exited their multi-year transition-to-competition plans Dec. 31, 2010. Pennsylvania Public Utility Commission-approved default service plans are in place through May 31, 2015. WV and MD MP provides integrated, regulated electricity service in parts of West Virginia and PotEd provides transmission and distribution services in portions of West Virginia and Maryland. While the regulatory environment in West Virginia has been somewhat restrictive from an investor viewpoint, recent decisions have been more balanced, in Fitch's view. In Maryland, energy regulation has in recent years been less of a political focal point than it had been previously. Parent/Subsidiary Linkage FE and its operating subsidiaries' ratings are closely linked in accordance with Fitch criteria. IDR linkage reflects FE's reliance on its operating subsidiary dividends to meet its financial obligations, centrally managed operations and treasury functions including money pools and sub-limits on revolving credit agreements. Liquidity Fitch believes FE's consolidated liquidity position is solid, with $6 billion of existing, committed bank facilities that mature May 2018. As of April 30, 2013, FE had more than $3 billion of available liquidity on credit facilities totaling at the time $5.5 billion and maturing in May 2017. FE subsequently extended the maturity dates one year to May 2018 and exercised an accordion feature increasing borrowing capacity at FE's revolver to $2.5 billion from $2 billion. FE subsidiary AGC's $50 million revolving credit facility matures December 2013. In addition to sub-limit borrowing under FE's $2.5 billion credit facility, FE's integrated and distribution utility subsidiaries also participate in a money pool to meet their short-term working capital requirements. The Stable Outlook for Supply takes into consideration plans by FE management to eventually merge Supply into FES. The companies will remain separate entities for the near-to medium-term. However, FES and Supply are currently managed operationally and financially as one entity (together FE Generation). Rating Sensitivities A rating upgrade at this juncture appears unlikely for FE and its subsidiaries. A credit rating downgrade could be triggered by: lower than expected margins and volumes at FES and Supply; continued deterioration at JCP&L; and or an unexpected adverse operating event at one of FE's nuclear or large coal-fired generating units. Fitch has taken the following rating actions: FirstEnergy Corp. -- IDR downgraded to 'BB+' from 'BBB-'; -- Senior unsecured debt downgraded to 'BB+' from 'BBB-'; -- Short-term IDR and commercial paper ratings downgraded to 'B' from 'F3'. The Rating Outlook is Stable. FirstEnergy Solutions Corp. -- IDR downgraded to 'BB+' from 'BBB-'; -- Senior unsecured debt downgraded to 'BB+' from 'BBB-'; -- Short-term IDR and commercial paper ratings downgraded to 'B' from 'F3'. The Rating Outlook is Stable. Allegheny Energy Supply Co., LLC -- IDR downgraded to 'BB+' from 'BBB-'; -- Senior unsecured debt and revenue bonds downgraded to 'BB+' from 'BBB-'; -- Short-term IDR downgraded to 'B' from 'F3'. The Rating Outlook is Stable. Allegheny Generating Co. -- Issuer Default Rating (IDR) affirmed at 'BBB'; -- Short-term IDR downgraded to 'B' from 'F3'. The Rating Outlook is Stable. Jersey Central Power & Light -- IDR downgraded to 'BBB-' from 'BBB' -- Senior unsecured debt downgraded to 'BBB' from 'BBB+' -- Short-term IDR and commercial paper downgraded to 'B' from 'F3'. The Rating Outlook revised to Stable from Negative. Ohio Edison Company -- IDR affirmed at 'BBB-'; -- Senior secured debt affirmed at 'BBB+'; -- Senior unsecured debt and revenue bonds affirmed at 'BBB'; -- Short-term IDR and commercial paper downgraded to 'B' from 'F3'. The Rating Outlook is Stable. Pennsylvania Power Company -- IDR affirmed at 'BBB-'; -- Senior secured debt affirmed at 'BBB+'; -- Short-term IDR downgraded to 'B' from 'F3'. The Rating Outlook is Stable. Cleveland Electric and Illuminating Co. -- IDR affirmed at 'BB+'; -- Senior secured debt affirmed at 'BBB'; -- Senior unsecured debt affirmed at 'BBB-'. The Rating Outlook is Stable. Toledo Edison Company -- IDR affirmed at 'BB+'; -- Senior secured debt affirmed at 'BBB'. The Rating Outlook is Stable. BVPS II Funding Corp. -- Secured debt affirmed at 'BBB'. Beaver Valley II Funding Corp. -- Secured Debt affirmed at 'BBB'. PNPP II Funding Corp. -- Secured debt affirmed at 'BBB-'. Pennsylvania Electric Company -- IDR affirmed at 'BBB-'; -- Senior secured debt affirmed at 'BBB+'; -- Senior Unsecured Debt affirmed at 'BBB'; -- Short-term IDR and commercial paper downgraded to 'B' from 'F3'. The Rating Outlook is Stable. Metropolitan Edison Company -- IDR affirmed at 'BBB'; -- Senior secured affirmed at 'A-'; -- Senior unsecured affirmed at 'BBB+'; -- Short-term IDR and commercial paper downgraded to 'B' from 'F3'. The Rating Outlook is Stable. Monongahela Power Company -- IDR affirmed at 'BBB'; -- Senior secured debt affirmed at 'A-'; -- Secured revenue bonds affirmed at 'A-'; -- Senior unsecured revenue bonds affirmed at 'BBB+'; -- Short-term IDR downgraded to 'B' from 'F3'. The Rating Outlook is Stable. Potomac Edison -- IDR affirmed at 'BBB'; -- Senior secured debt affirmed at 'A-'; -- Secured revenue bonds affirmed at 'A-'; -- Senior unsecured debt affirmed at 'BBB+'; -- Short-term IDR downgraded to 'B' from 'F3'. The Rating Outlook is Stable. West Penn Power Co. -- IDR affirmed at 'BBB'; -- Senior Secured Debt affirmed at 'A-'; -- Short-term IDR downgraded to 'B' from 'F3'. The Rating Outlook is Stable. Trans-Allegheny Interstate Line Co. -- IDR affirmed at 'BBB'; -- Senior unsecured debt affirmed at 'BBB+'; -- Short-term IDR downgraded to 'B' from 'F3'. The Rating Outlook is Stable. American Transmission Systems Inc. -- IDR affirmed at 'BBB'; -- Senior unsecured debt affirmed at 'BBB+'; -- Short-term IDR downgraded to 'B' from 'F3'. The Rating Outlook is Stable. GASCO ENERGY: Files Form 10-Q, Incurs $3 Million Net Loss in Q2 --------------------------------------------------------------- Gasco Energy, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.97 million on $2.86 million of total revenues for the three months ended June 30, 2013, as compared with a net loss of $5.15 million on $1.60 million of total revenues for the same period during the prior year. For the six months ended June 30, 2013, the Company incurred a net loss of $4.69 million on $4.73 million of total revenues, as compared with a net loss of $10.21 million on $4.78 million of total revenues for the same period a year ago. As of June 30, 2013, the Company had $53.16 million in total assets, $40.05 million in total liabilities and $13.10 million in total stockholders' equity. Bankruptcy Warning To continue as a going concern, the Company said it must generate sufficient operating cash flows, secure additional capital or otherwise pursue a strategic restructuring, refinancing or other transaction to provide it with additional liquidity. The Company's ability to do so will depend on numerous factors, some of which are beyond its control. For example, the urgency of the Company's liquidity situation may require it to pursue such a transaction at an inopportune time when the Company has little or no negotiating leverage. "The Company has engaged Stephens, Inc., a financial advisor, to assist it in evaluating potential strategic alternatives, including a sale of the Company or all of its assets. It is possible these strategic alternatives will require the Company to make a pre-packaged, pre-arranged or other type of filing for protection under Chapter 11 of the U.S. Bankruptcy Code. If the Company is unable to generate sufficient operating cash flows, secure additional capital or otherwise restructure or refinance the business before September 30, 2013, it will not have adequate liquidity to fund its operations and meet its obligations (including its debt payment obligations), the Company will not be able to continue as a going concern, and could potentially be forced to seek relief through a filing under Chapter 11 of the U.S. Bankruptcy Code. In addition, the Company is in default on its outstanding 2015 Notes under the Indenture, which could result in the filing of an involuntary petition for bankruptcy against the Company," the Company said in the filing. A copy of the Form 10-Q is available for free at: http://is.gd/qPHAqe About Gasco Energy Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com-- is a natural gas and petroleum exploitation, development and production company engaged in locating and developing hydrocarbon resources, primarily in the Rocky Mountain region and in California's San Joaquin Basin. Gasco's principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Gasco focuses its drilling efforts in the Riverbend Project located in the Uinta Basin of northeastern Utah, targeting the oil-bearing Green River Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk, Mancos, Dakota and Morrison formations. In its auditors' report on the consolidated financial statements for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado, expressed substantial doubt about Gasco Energy's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations. The Company reported a net loss of $22.2 million on $8.9 million of revenues in 2012, compared with a net loss of $7.3 million on $18.3 million of revenues in 2011. GELTECH SOLUTIONS: Director J. Eisenberg Resigns ------------------------------------------------ Jerome Eisenberg resigned as a director of GelTech Solutions, Inc., on July 25, 2013. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. "As of December 31, 2012, the Company had a working capital deficit, an accumulated deficit and stockholders' deficit of $1,339,923, $26,011,370 and $2,655,057, respectively, and incurred losses from operations of $3,211,484 for the six months ended December 31, 2012 and used cash from operations of $1,994,491 during the six months ended December 31, 2012. In addition, the Company has not yet generated revenue sufficient to support ongoing operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern." For the nine months ended March 31, 2013, the Company incurred a net loss of $4.06 million on $206,880 of sales, as compared with a net loss of $4.04 million on $304,361 of sales for the same period a year ago. The Company's balance sheet at March 31, 2013, showed $1.47 million in total assets, $3.31 million in total liabilities and a $1.83 million total stockholders' deficit. GENERIC DRUG: New Term Loan and Revolver Gets Moody's B1 Rating --------------------------------------------------------------- Moody's Investors Service rated Generic Drug Holdings, Inc.'s new First Lien Term Loan and extended Secured Revolver at B1. Proceeds will be used to refinance existing term debt and mezzanine debt (unrated) as well as provide a special dividend to sponsors. At the same time, Moody's affirmed the company's B2 Corporate Family Rating and its B2-PD Probability of Default rating. The rating outlook is changed to negative from stable. Upon close of this transaction, the ratings on the existing Term Loan B and secured revolver will be withdrawn. Ratings assigned: Generic Drug Holdings, Inc. New $380 million First Lien Term Loan at B1 (LGD3, 36%) Extended $35 million Sr. Secured Revolver at B1, (LGD3, 36%) Ratings affirmed: Generic Drug Holdings, Inc. Corporate Family Rating of B2 Probability of Default Rating of B2-PD Ratings Rationale: The negative outlook reflects Moody's view that the company's debt-financed dividend and recent acquisition signal more aggressive financial policies. As a result, leverage is more likely to be sustained above levels consistent with its current B2 rating. Although EBITDA will benefit from last year's Rugby acquisition and the recent increase in sales force, there is a likelihood that management will continue to pursue debt-financed acquisitions to improve scale. The B2 rating primarily reflects Generic Drug Holdings' extremely small scale relative to large industry players, high financial leverage (almost 6.0 times following this dividend recap, even after excluding common equity with a PIK feature), and the potential for changing competitive dynamics to squeeze the company's profitability. These risks are offset by a steady track record of consistent operating performance, balance provided by the institutional segment, and good industry fundamentals for generic drug utilization. The ratings could be downgraded if leverage is sustained above 5.0 times due to acquisitions or dividends, or if operating performance substantially falters. Scenarios in which this could occur would include a change in competitive dynamics causing rapid margin erosion, or the loss of key contracts in the Major business. Given the company's small size and market position, its relatively high financial leverage, and changing industry dynamics, upward rating pressure is not expected in the near term. Over the long term, strong operating performance, significant cash flow, greater scale and market share, and a substantial decline in financial leverage (e.g. below 3.5 times) could result in an upgrade. The principal methodology used in this rating was the Global Distribution & Supply Chain Services published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Livonia, Michigan, Generic Drug Holdings, Inc. through its subsidiary The Harvard Drug Group, L.L.C. (collectively referred to as "Harvard") is a distributor of branded and generic pharmaceutical products, over-the-counter products, respiratory medicines and compounding supplies. The company has been privately-owned by Court Square Capital Partners since an April 2010 buy-out transaction. In 2012, the company reported net revenues of approximately $439 million. GULF STATES STEEL: 11th Cir. Clears Nucor of Antitrust Violations ----------------------------------------------------------------- The U.S. Court of Appeals for the Eleventh Circuit affirmed -- in a July 15, 2013 decision available at http://is.gd/olTvZLfrom Leagle.com -- a district court's grant of summary judgment in favor of the defendant in the antitrust action GULF STATES REORGANIZATION GROUP, INC. v. NUCOR CORPORATION, Case No. 11-14983. Nucor is a manufacturer of black hot rolled coil steel and was one of Gulf States Steel's competitors. GSRG, a newly formed entity, wanted to enter the black hot rolled coil steel market by purchasing the assets of Gulf States Steel. GSRG sued Nucor, et al., alleging that they contracted and combined to purchase the steel-producing assets of Gulf States Steel in order to block competition in the black hot rolled coil steel market. In its July 15 order, the Eleventh Circuit opined that GSRG has failed to provide evidence that Nucor monopolized the black hot rolled coil steel market. In 1999, Gulf States Steel Inc. filed for Chapter 11 bankruptcy. In 2000, after reorganization proved unsuccessful, the case was converted into a Chapter 7 liquidation proceeding. HARDWOOD CABINETS: Case Summary & 17 Unsecured Creditors -------------------------------------------------------- Debtor: Hardwood Cabinets, LLC P.O. Box 68 Burrton, KS 67020 Bankruptcy Case No.: 13-11933 Chapter 11 Petition Date: July 26, 2013 Court: U.S. Bankruptcy Court District of Kansas (Wichita) Judge: Robert E. Nugent Debtors' Counsel: Edward J. Nazar, Esq. REDMOND & NAZAR, LLP 245 North Waco, Suite 402 Wichita, KS 67202 Tel: (316) 262-8361 Fax: (316) 263-0610 E-mail: ebn1@redmondnazar.com Scheduled Assets: $37,000 Scheduled Liabilities: $6,764,003 Affiliates that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- WK Lang Holdings, LLC 13-11934 Assets: $14,000 Debts: $5,602,766 Hardwood Millwork and Supply, LLC 13-11935 fdba Hardwood Supply, LLC Assets: $1,083,000 Debts: $5,674,086 Hardwood Manufacturing, LLC 13-11937 Assets: $1,323,740 Debts: $5,612,658 The petitions were signed by Steven C. Lang, president/member. A. A copy of Hardwood Cabinets' list of its 17 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ksb13-11933.pdf B. A copy of WK Lang Holdings' list of its 16 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ksb13-11934.pdf C. A copy of Hardwood Millwork and Supply's list of its 17 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/ksb13-11935.pdf D. A copy of Hardwood Manufacturing's list of its 16 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/ksb13-11937.pdf HARMONY FOODS: S&P Withdraws 'B-' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on Santa Cruz, Ca.-based Harmony Foods Corp. (d/b/a Santa Cruz Nutritionals Inc.), including S&P's 'B-' corporate credit rating, at the issuer's request. On July 29, 2013, the company was acquired by RoundTable Healthcare Management LLC. As part of the transaction, the company refinanced, and the remaining amount outstanding ($103.5 million) of the company's $115 million 10% senior secured notes has been repaid. HORIZON HEALTH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Horizon Health Center, Inc. 714 Bergen Avenue Jersey City, NJ 07306 Bankruptcy Case No.: 13-26348 Chapter 11 Petition Date: July 26, 2013 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Anthony Sodono, III, Esq. TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Fax: (973) 243-8600 E-mail: asodono@trenklawfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb13-26348.pdf The petition was signed by Marilyn Cintron, chief executive officer. ICEF PUBLIC: S&P Assigns 'BB' Rating to 2013A & 2013B Bonds ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' rating to California School Finance Authority's school facility revenue bonds, series 2013A and taxable series 2013B, issued for ICEF - View Park High School, Calif. The outlook is stable. The rating is based on S&P's view of the security provided by the obligated school, View Park, and not by the operator, Inner City Education Foundation (ICEF), although S&P believes the condition of the operator may influence the credit quality of the obligated school. "The rating also reflects our opinion of the school's progress in reducing a structural deficit and low liquidity, offset by a strong management team, capacity enrollment, and good debt service coverage," said Standard & Poor's credit analyst Carlotta Mills. The debt is estimated to be about $9.9 million and will finance the acquisition of an existing public charter high school facility in Los Angeles. The school will be acquired by a single-purpose limited liability company (LLC). The LLC, in turn, will lease the facility to View Park Preparatory Accelerated Charter High School, one of the 14 schools operated by ICEF Public Schools on a long- term lease. The bonds are secured solely by View Park High School revenues. ICEWEB INC: Amends Letter of Intent to Acquire CTC -------------------------------------------------- IceWEB, Inc., on July 26, 2013, entered into an Amended and Restated Letter of Intent to acquire Computers and Tel-Comm, Inc., and its subsidiary KC NAP, LLC, of Kansas City, Missouri. The Amended and Restated LOI replaces in its entirety the initial letter of intent entered into on March 1, 2013, as subsequently amended on each of March 13, 2013, April 3, 2013, May 3, 2013 and May 21, 2013. Under the terms of the initial letter of intent, as amended, as consideration for CTC and its subsidiary KCNAP, the Company was going to issue the shareholders of CTC and KCNAP a number of shares of the Company's common stock such that immediately after the conclusion of the transaction the shareholders of CTC and KCNAP would own between 40 percent and 45 percent of the then outstanding shares of the Company's common stock, which was estimated to be 230,000,000 shares. Under the terms of the Amended and Restated LOI, at closing the Company will acquire 100 percent of CTC which will include 100 percent of the membership interests of KCNAP in exchange for shares of the Company's common stock, with the number of shares to be based on the dollar amount that has been invested by CTC shareholders and by Streamside Partners, a holder of CTC convertible debentures, as adjusted, divided by $0.0281 per share. The IceWEB common stock to be issued will be reduced pro rata by no more than $75,000 of the amount that IceWEB has funded the operations of CTC to date. It is presently estimated that if this transaction is consummated, the Company will issue the shareholders of CTC approximately 24,700,000 shares of its common stock. In addition to the execution of a definitive agreement between the parties, the closing of this transaction is subject to: * the purchase by the Company of the lessor's interest under a master lease agreement for CTC's principal facilities, the payment of which will be in addition to the purchase price for CTC and KCNAP. The purchase price of this interest is estimated to be $1,000,000 in cash and a note payable for $300,000, and the Company will need to raise additional capital to fund this condition precedent; and * the completion of the audits of CTC and KCNAP. Under the terms of the Amended and Restated LOI, the closing is to occur by Aug. 30, 2013. Until that time, the Company is under no further obligation to continue any discussions or negotiations. In addition, the CTC shareholders have agreed to a no-shop restrictions until Sept. 30, 2013. Given the need to satisfy the conditions precedent, there are no assurances the Company will consummate the transactions contemplated by the Amended and Restated LOI. A copy of the Amended and Restated LOI is available for free at: http://is.gd/Zui4yY About IceWEB Sterling, Va.-based IceWEB, Inc., manufactures and markets purpose-built appliances, network and cloud-attached storage solutions and delivers on-line cloud computing application services. The Company's customer base includes U.S. government agencies, enterprise companies, and small to medium sized businesses (SMB). D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed substantial doubt about IceWEB's ability to continue as a going concern. The independent auditors noted that the Company had net losses of $6,485,048 for the year ended Sept. 30, 2012. The Company reported a net loss of $6.5 million on $2.6 million of sales in fiscal 2012, compared with a net loss of $4.7 million on $2.7 million of sales in fiscal 2011. The Company's balance sheet at March 31, 2013, showed $1.47 million in total assets, $3.39 million in total liabilities and a $1.91 million total stockholders' deficit. IDERA PHARMACEUTICALS: Longwood Held 8.4% Equity Stake at May 29 ---------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Longwood Capital Partners LLC disclosed that as of May 29, 2013, it beneficially owned 3.79 million shares of common stock of Idera Pharmaceuticals Inc. representing 8.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Ttld37 About Idera Pharmaceuticals Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. In the auditors' report on the consolidated financial statements for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston, Mass., expressed substantial doubt about Idera's ability to continue as a going concern, citing recurring losses and negative cash flows from operations and the necessity to raise additional capital or alternative means of financial support, or both, prior to Dec. 31, 2013, in order to continue to fund its operations. The Company reported a net loss of $19.2 million on $51,000 of revenue in 2012, compared with a net loss of $23.8 million on $53,000 of revenue in 2011. Revenue in 2012 and 2011 consisted of reimbursement by licensees of costs associated with patent maintenance. The Company's balance sheet at March 31, 2013, showed $6.81 million in total assets, $4.10 million in total liabilities, $5.92 million in series D redeemable convertible preferred stock, and a $3.21 million total stockholders' deficit. INSPIREMD INC: First Patient Enrolled in MGuardTM Trial ------------------------------------------------------- InspireMD, Inc., said the first patient has been enrolled in the Master II IDE clinical trial to evaluate the safety and effectiveness of the MGuardTM Prime Embolic Protection Stent (EPS) in patients suffering from ST Elevation Myocardial Infarction (STEMI). The multi-center, randomized trial is expected to include up to 70 sites in the U.S. and Europe and as many as 1,114 patients. The results are intended to support the Company's Investigational Device Exemption (IDE) application with the U.S. Food and Drug Administration (FDA) to market the MGuardTM Prime MicroNetTM covered coronary stent system in the U.S. The trial has two co-primary endpoints: superiority in complete ST resolution and non-inferiority in death and target vessel myocardial infarction. In addition, a 356 patient sub-study will be conducted to assess the effect of the MGuard PrimeTM EPS on infarct size, as measured by Magnetic Resonance Imaging (MRI). The trial's principal investigators are Gregg Stone, M.D., of New York Presbyterian Hospital and Columbia University Medical Center in New York City, and Jose P. S. Henriques, M.D., of the Academic Medical Center in Amsterdam. The first procedure was performed at ZNA Middelheim by Stefan Verheye, M.D., "Distal embolization and no-reflow are severe concerns when treating our STEMI patients. From our experience over the last two years, the MGuard Prime EPS has improved patient outcome and led to brilliant results, thanks to its unique protective mesh" said Dr. Verheye. "I am excited about participating in the MASTER II Trial and enthusiastic about its potential impact on patient care worldwide." "Enrolling our first patient in MASTER II is a very important milestone for the company. We are committed to advancing patient care through robust clinical research," said Alan Milinazzo, InspireMD's CEO and President. "MASTER II provides another important opportunity for us to demonstrate the safety of MGuard EPS and to validate its effectiveness compared to current standard of care treatment for STEMI patients." The FDA trial, known as MASTER II (MGuardTM for Acute ST Elevation Reperfusion), is the second in a series of randomized clinical studies intended to validate the safety and effectiveness of the MGuardTM EPS platform and achieve registration with appropriate regulatory authorities worldwide. InspireMD's MGuardTM EPS technology previously yielded positive results in the MASTER Trial findings, showing a statistically and clinically significant acute advantage with regard to ST segment resolution. As a result, the MGuardTM EPS may hold the potential to lower the incidence of adverse events and improve the survival of patients suffering from acute myocardial infarction. About InspireMD InspireMD, Inc., was organized in the State of Delaware on Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the acquisition, exploration and development of natural resource properties. On March 28, 2011, the Company changed its name from "Saguaro Resources, Inc." to "InspireMD, Inc." Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical device company focusing on the development and commercialization of its proprietary stent platform technology, Mguard. MGuard provides embolic protection in stenting procedures by placing a micron mesh sleeve over a stent. The Company's initial products are marketed for use mainly in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). InspireMD reported a net loss of US$17.59 million on US$5.35 million of revenue for the year ended June 30, 2012, compared with a net loss of US$6.17 million on US$4.67 million of revenue during the prior year. For the nine months ended March 31, 2013, the Company incurred a net loss of $14.31 million on $3.37 million of revenues. The Company's balance sheet at March 31, 2013, showed $9.79 million in total assets, $13.20 million in total liabilities, and a $3.40 million total capital deficiency. Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has had recurring losses, negative cash flows from operating activities and has significant future commitments that raise substantial doubt about its ability to continue as a going concern. The Company said the following statement in its quarterly report for the period ended Dec. 31, 2012: "The Company has had recurring losses and negative cash flows from operating activities and has significant future commitments. For the six months ended December 31, 2012, the Company had losses of approximately $9.4 million and negative cash flows from operating activities of approximately $5.8 million. The Company's management believes that its financial resources as of December 31, 2012 should enable it to continue funding the negative cash flows from operating activities through the three months ended September 30, 2013. Furthermore, commencing October 2013, the Company's senior secured convertible debentures (the "2012 Convertible Debentures") are subject to a non-contingent redemption option that could require the Company to make a payment of $13.3 million, including accrued interest. Since the Company expects to continue incurring negative cash flows from operations and in light of the cash requirement in connection with the 2012 Convertible Debentures, there is substantial doubt about the Company's ability to continue operating as a going concern. These financial statements include no adjustments of the values of assets and liabilities and the classification thereof, if any, that will apply if the Company is unable to continue operating as a going concern." INTERLINE BRANDS: S&P Lowers Corp. Credit Rating to 'B' ------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Jacksonville, Fla.-based Interline Brands Inc. (Delaware Corp.) to 'B' from 'B+'. The rating outlook is stable. At the same time, S&P lowered its issue-level ratings on the company's $365 million holding company notes due 2018 to 'CCC+' (two notches below the corporate credit rating) from 'B-'. The recovery rating on these notes remains unchanged at '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. S&P also lowered its issue-level ratings on Interline New Jersey's $300 million senior notes due 2018 to 'B' (the same as the corporate credit rating) from 'B+'. The recovery rating on these notes remains unchanged at '4', indicating S&P's expectation for average (30% to 50%) recovery in the event of payment default. The downgrade reflects S&P's expectation that Interline will operate its business with a higher level of debt than it had previously anticipated. After the JanPak acquisition at the end of 2012, leverage increased to 6.5x and S&P expected it to decrease to about 5.5x by the end of 2013. Currently, S&P expects leverage to decrease only to about 6x due to debt repayment being lower than previously thought. "The outlook is stable, reflecting our expectation that EBITDA will continue to gradually improve as a result of the ongoing integration of its acquisitions and its exposure to the multifamily REITs market, which we expect to remain strong over the next 12 months. We expect Interline to maintain total leverage in line with a highly leveraged financial risk profile, including debt to EBITDA of about 6x, FFO to debt of about 10%, and adequate liquidity," said Standard & Poor's credit analyst Maurice Austin. "We view the potential for a downgrade to be unlikely over the next 12 months based on our expectation for favorable market conditions for Interline's business over that timeframe. However, we would lower our rating if the increase in occupancy and rental rates for multifamily REITs were less than expected, resulting in our assessment of liquidity to be "less than adequate." This could occur if the ABL availability decreased to less than $27.5 million," S&P added. "We are similarly unlikely to upgrade the company over the next year given the company's ownership by affiliates of private equity firms. Indeterminate financial policies related to this financial sponsorship would likely compel us to view financial risk as highly leveraged even if debt to EBITDA did drop to less than 5x for a period of time," S&P noted. INTERPOOL INC: S&P Affirms 'B+' CCR; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its long- term 'B+' corporate credit rating on Interpool Inc. The outlook is stable. At the same time, S&P affirmed its 'B-' rating (two notches below the corporate credit rating) on the $300 million second-lien notes co-issued by TRAC Intermodal Corp. and TRAC Intermodal LLC (together, TRAC), wholly owned subsidiaries of TRAC Intermodal Holding Corp. (Holding; not rated). Holding is Interpool's parent. S&P also affirmed the '6' recovery rating on the notes, indicating likely negligible (0%-10%) recovery for noteholders in a payment default scenario. The ratings on Princeton, N.J.-based Interpool reflect the company's substantial debt load and limited financial flexibility. The company has pledged almost all of its assets as collateral under various financings. Positive credit factors include Interpool's no. 1 market position in an industry, chassis leasing, with a limited number of market participants, as well as its ability to scale back capital spending and reduce debt in periods of weak demand. Standard & Poor's categorizes Interpool's business risk profile as "fair," its financial risk profile as "aggressive," its liquidity as "adequate," and its management as "fair" under its criteria. The company does not publicly disclose financial information. "The stable rating outlook reflects S&P's expectation that the company will modestly improve its financial profile, benefiting from increased earnings and cash flow from higher utilization and rates," said Standard & Poor's credit analyst Funmi Afonja. INTERTAPE POLYMER: Moody's Hikes CFR to B1 on Good Performance -------------------------------------------------------------- Moody's Investors Service upgraded Intertape Polymer Group Inc.'s corporate family rating (CFR) to B1 from B2, and affirmed the company's B2-PD probability of default rating (PDR), Caa1 subordinated notes rating and SGL-3 speculative grade liquidity rating. The ratings outlook is stable. The upgrade reflects Intertape's good operating performance, management's continued focus on debt reduction and the company's strengthened credit metrics (adjusted Debt/EBITDA of 2.5x and EBIT/Interest of 3.7x) which provide cushion to absorb any unexpected changes in volumes, pricing or raw material costs. Intertape intends to redeem its remaining $19 million ($125 million original face amount) of rated 8.5% subordinated notes on August 30, 2013. Since the company will have no rated debt, Moody's will withdraw all ratings when the redemption is completed. Intertape's B2-PD PDR was affirmed to reflect the expected change in its capital structure, which will comprise of only first lien senior secured bank debt. The one notch differential between the company's CFR and PDR is consistent with the application of Moody's loss-given-default methodology to a first lien only bank debt capital structure. Upgrades: Issuer: Intertape Polymer Group Inc. Corporate Family Rating, Upgraded to B1 from B2 Affirmations: Issuer: Intertape Polymer Group Inc. Probability of Default Rating, Affirmed B2-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Issuer: Intertape Polymer US Inc. Senior Subordinated Regular Bond/Debenture due Aug 1, 2014, Affirmed Caa1 (LGD5, 81%) Ratings Rationale: Intertape's B1 CFR reflects its lack of significant pricing power and constrained ability to pass on raw material cost increases to customers, a competitive and fragmented industry with very large and better capitalized players, commoditized product offerings, and reliance on highly cyclical end markets. The rating benefits from the company's strong credit metrics, management's continued focus on cost reduction, including capacity rationalization and efficiency improvements, and ongoing efforts to develop higher margin new products while exiting low margin ones. Moody's expects continued debt reduction will enable leverage to decline towards 2x within 12 to 18 months. Intertape's liquidity is adequate as evidenced by the SGL 3 speculative grade liquidity rating. This is supported by cash balances of $6 million at Q1/13, about $40 million of availability under its $200 million asset-based revolver (subject to a borrowing base restriction) that matures in February 2017, expectations for annual free cash flow generation of about $35 million, and lack of meaningful debt maturities until the ABL comes due. Intertape does not have to comply with financial covenants unless its availability falls below $25 million, to which it has to comply with a fixed charge ratio of 1x. Moody's does not expect this covenant to be restrictive for the foreseeable future. The stable outlook reflects Moody's expectation that Intertape will sustain its credit metrics while it continues to rationalize operations, introduce new high margin products and increase capital expenditures to support future growth. The rating could be upgraded if EBIT margin is sustained above 10%, Debt/EBITDA below 2x and EBIT/Interest above 4.5x. The rating could be downgraded if EBIT margin deteriorates towards 5%, Debt/EBITDA increases towards 5x and EBIT/Interest declines below 2x. 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. Intertape Polymer Group Inc. manufactures and sells tapes and films (about 85% of revenue) and specialty fabrics and flexible packaging systems to a diverse customer base. The company is headquartered in Montreal, Quebec and Bradenton, Florida and generated revenue of $782 million in the twelve months ended March 31, 2013. INTRAOP MEDICAL: U.S. Trustee Takes Aim at Sale Process ------------------------------------------------------- Marie Beaudette writing for Dow Jones' DBR Small Cap reports that IntraOp Medical Corp.'s plan to put its assets on the auction block next month is facing some opposition from the federal government's bankruptcy watchdog, who said some of the proposed bidding rules will "chill the bidding" for the company's assets. 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. IRENDA CORPORATION: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Irenda Corporation 14131 S Avalon Blvd Los Angeles, CA 90061 Bankruptcy Case No.: 13-28676 Chapter 11 Petition Date: July 23, 2013 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Joyce H. Vega, Esq. JOYCE H VEGA & ASSOCIATES 6185 Magnolia Avenue Suite #318 Riverside, CA 92506 Tel: (888) 616-5762 Fax: (888) 616-5762 E-mail: vegaattorneys@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Ireno Dancel Daliva, president. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Ireno Dancel Daliva 13-25948 06/18/13 IZEA INC: Borrows $200,000 From Director ---------------------------------------- IZEA, Inc., entered into an unsecured loan agreement with Brian W. Brady, a director of the company. Pursuant to this agreement, the Company received a short term loans of $200,000 which is due on Aug. 31, 2013. The note bears interest at 7 percent per annum with a default rate of interest at 12 percent based on a 360 day year. A copy of the loan agreement and related promissory note is available for free at http://is.gd/pB9DGC About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., believes it is a world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. The Company has incurred significant losses from operations since inception and has an accumulated deficit of $20.9 million as of June 30, 2012. The Company's balance sheet at March 31, 2013, showed $1.01 million in total assets, $2.96 million in total liabilities and a $1.94 million total stockholders' deficit. Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed substantial doubt about IZEA's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred recurring operating losses and had an accumulated deficit at Dec. 31, 2011, of $18.1 million. J.H.M. DEVELOPERS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: J.H.M. Developers, Inc. 1383 Cedar Grove Road Media, PA 19063 Bankruptcy Case No.: 13-16476 Chapter 11 Petition Date: July 24, 2013 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Eric L. Frank Debtor's Counsel: Thomas Daniel Bielli, Esq. O'KELLY ERNST & BIELLI, LLC 1600 Market Street, 25th Floor Philadelphia, PA 19103 Tel: (215) 543-7182 Fax: (215) 391-4350 E-mail: tbielli@oeblegal.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Lee Winderman, president. JEFFERSON COUNTY, AL: Water Utility Blasts Restructuring Plan ------------------------------------------------------------- Katy Stech, writing for Dow Jones Newswires' Daily Bankruptcy Review, reported that the Birmingham, Ala., water department is blasting the proposed $1.9 billion refinancing deal that Jefferson County leaders say is key to getting the county out of bankruptcy, arguing that the deal could leave the county worse off as sewer debt payments climb over a 40-year repayment period. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley ArantBoult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. In June 2013, the county reached settlement with holders of 78 percent of the $3.1 billion in sewer debt at the core of the county's financial problems. The bondholders will be paid $1.84 billion through a refinancing, according to a term sheet. The settlement calls for JPMorgan Chase & Co., the owner of $1.22 billion in bonds, to make the largest concessions so other bondholder will recover more. On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt adjustment. Pursuant to the Plan, sewer bondholders will receive 65 percent in cash. If they elect to waive claims against JPMorgan and bond insurers, they receive 80 percent in cash. Bondholders supporting the plan already agreed to waive claims and receive the larger recovery. Existing sewer bonds will be canceled in exchange for payments under the plan. The county will fund plan distributions by selling new sewer bonds calculated to generate $1.96 billion to cover the $1.84 billion earmarked for existing sewer bondholders. JPMorgan has agreed to waive $842 million of the sewer debt and a $657 million swap debt, resulting in an 88 percent overall write off by JPMorgan. To finance the new sewer bonds, there will be 7.4 percent in rate increases for sewer customers in each of the first four years. In later years, rate increases will be 3.5 percent. JELD-WEN INC: Moody's Lifts CFR to 'B2'; Outlook Stable ------------------------------------------------------- Moody's Investors Service raised JELD-WEN, Inc.'s Corporate Family Rating to B2 from B3, Probability of Default Rating to B2-PD from B3-PD, and affirmed the B3 rating on the company's $460 million senior secured notes due 2017. The rating outlook is stable. The upgrade of the Corporate Family Rating to B2 from B3 reflects JELD-WEN's improved adjusted debt leverage, due to Moody's new treatment of preferred stock for speculative-grade companies. Moody's now treats preferred stock as 100% equity rather than attributing some measure of debt to the instrument. The upgrade is also supported by Moody's belief that JELD-WEN's credit metrics, sustained by an improving residential construction market, will gradually improve for at least the next two years. The following rating actions were taken: Corporate Family Rating, upgraded to B2 from B3; Probability of Default Rating, upgraded to B2-PD from B3-PD; $460 million second lien senior secured notes, due 2017, affirmed at B3 and LGD point estimate changed to LGD4, 58% from LGD3, 44%. Ratings Rationale: The B2 Corporate Family Rating reflects JELD-WEN's exposure to volatile raw material costs, weak European end markets, and operational inefficiencies resulting from the company's attempt to meet rapidly growing demand. At the same time, JELD-WEN's ratings acknowledge the company's improving U.S. end markets, strong worldwide market positions in doors and windows, equity infusion from Onex Partners III, L.P., and extended debt maturity schedule. The stable outlook reflects Moody's expectation that JELD-WEN's credit metrics will continue to improve as demand in its primary end markets continues to improve. The rating and/or outlook may come under pressure if the company's liquidity becomes constrained, it generates adjusted EBITA-to- interest expense below 1.0x, or it maintains an adjusted debt-to- EBITDA ratio above 6.5x. The rating and/or outlook could benefit if the company deleverages rapidly, getting adjusted debt leverage below 5.0x and EBITA interest coverage above 2.0x. The B3 rating assigned to the company's $460 million second-lien senior secured notes due 2017, one notch below the Corporate Family Rating, results from downward rating pressures arising from the company's senior secured credit facility, which will have a much higher recovery rate than the notes' recovery rate in a distressed scenario. Although this was the case before Moody's upgraded the company's Corporate Family Rating, there has since been additional secured debt, in the form of an add-on term loan. This additional debt is substantial enough to result in a one notch difference between the company's Corporate Family Rating and senior secured notes. Also, the senior secured notes do not benefit from any loss absorption provided by more subordinated debt in the capital structure. The principal methodology used in rating JELD-WEN was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. JELD-WEN, inc., headquartered in Klamath Falls, Oregon, is a vertically integrated manufacturer of doors and windows that are marketed primarily under the JELD-WEN brand names in the U.S. and Canada and under a variety of names in Europe, Australia, and Asia. On October 3, 2011, JELD-WEN completed a transaction with Onex, a private equity firm, whereby Onex invested $700 million in convertible preferred stock to acquire approximately 58% of the company. Since then Onex has increased its ownership to approximately 69% and the remainder is owned by the company ESOP, the Trust of Richard Wendt and other family members and other common shareholders. Revenue for the 12 months ended March 31, 2013 totaled approximately $3.2 billion. JENOO GROUP: Case Summary & 11 Unsecured Creditors -------------------------------------------------- Debtor: Jenoo Group, LLC dba Jenoo Restaurants 1330 North Brookhurst Place Fullerton, CA 92833 Bankruptcy Case No.: 13-16248 Chapter 11 Petition Date: July 23, 2013 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Mark S. Wallace Debtor's Counsel: Richard L. Barnett, Esq. BARNETT & RUBIN 5450 Trabuco Road Irvine, CA 92620 Tel: (949) 261-9700 Fax: (949) 261-9799 E-mail: rick@barnettrubin.com Scheduled Assets: $0 Scheduled Liabilities: $4,209,206 A copy of the Company's list of its largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-16248.pdf The petition was signed by Badruddin A. Damani, authorized managing member. KFT LIMITED: Case Summary & 3 Unsecured Creditors ------------------------------------------------- Debtor: KFT Limited Partnership 10001 Deer Haven Dr Santa Ana, CA 92705 Bankruptcy Case No.: 13-16195 Chapter 11 Petition Date: July 21, 2013 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Catherine E. Bauer Debtor's Counsel: Tobias E. Nicholson, Esq. THE LAW OFFICE OF TOBIAS NICHOLSON 8989 Hope Ave Riverside, CA 92503 Tel: (951) 205-2622 Fax: (240) 306-2622 E-mail: tobiasnicholson@gmail.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's three largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-16195.pdf The petition was signed by Gary Kanter, general partner. KIT DIGITAL: Shareholders Fail to Find Another Bidder ----------------------------------------------------- Marie Beaudette writing for Dow Jones' DBR Small Cap reports that shareholders of KIT digital Inc. said they couldn't find a purchase offer to challenge the $25 million bid from an investor group led by the company's chief executive, Peter Heiland. About KIT digital New York-based KIT digital Inc. -- http://www.kitd.com/-- is a video management software and services company. KIT digital services nearly 2,500 clients in 50+ countries including some of the world's biggest brands, such as Airbus, The Associated Press, AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky Deutschland, Sky Italia, Telecom Argentina, Telecom Italia, Telefonica, Universal Studios, Verizon, Vodafone VRT and Volkswagen. KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-11298) in Manhattan on April 25, 2013. The Debtor disclosed $310,206,684 in assets and $23,011,940 in liabilities. KIT's operating subsidiaries, including Ioko 365, Polymedia, Kewego, Multicast and Megahertz are not included in the Chapter 11 filing. Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell & Giuliani LLP, in New York, serve as counsel to the Debtor. American Legal Claims Services LLC is the claims and noticing agent and the administrative agent. The Official Committee of Equity Security Holders tapped to retain Brown Rudnick LLP, as lead bankruptcy counsel. The Official Committee of Unsecured Creditors tapped to retain Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy counsel, and Odyssey Capital Group as its financial advisor. KNOWLEDGE UNIVERSE: Moody's Keeps B3 CFR on Canceled Refinancing ---------------------------------------------------------------- Moody's Investors Service said that Knowledge Universe Education LLC's B3 corporate family rating and stable ratings outlook remain unchanged after the company cancelled its previously proposed refinancing transaction. Knowledge Universe Education LLC, based in Portland, Oregon, is a large scale for-profit provider of national early childhood care and education in the U.S. The company is privately owned. LANDAMERICA FINANCIAL: Court OKs LES Claims Resolution Protocol --------------------------------------------------------------- Bankruptcy Judge Kevin R. Huennekens concluded that it is within the sound business judgment of the liquidation trustee of the LandAmerica 1031 Exchange Services, Inc. Liquidation Trust to use a protocol for determining allowance or disallowance of LES damages claims. LES was a qualified intermediary for like-kind exchanges consummated by taxpayers pursuant to Sec. 1031 of the Internal Revenue Code. A 1031 Exchange Transaction allows a taxpayer to defer the payment of tax that otherwise would be due upon the realization of a gain on the disposition of business or investment property. According to the Protocol, properly asserted LES Damages Claims for lost deposits, lost exchange fees, and certain miscellaneous damages will automatically be allowed in the amounts claimed. The Protocol provides for the allowance of the claimed amounts of other damage components as well, but with certain qualifications. Another damage component that will be allowed subject to qualification is that for deprivation of tax benefits. The Protocol also provides for the disallowance of certain claim components, which include punitive damages, interest, and lost opportunities and speculative damages. "The Protocol will permit a prompt distribution of the finite pool of remaining funds without depletion caused by any continuing, needless administrative burdens. The Protocol accomplishes this by providing for the blanket allowance and disallowance of certain components of the submitted LES Damages Claims," the judge said. A copy of the Court's July 15, 2013 Memorandum Opinion is available at http://is.gd/IE7o0Efrom Leagle.com. About LandAmerica Financial LandAmerica Financial Group, Inc., provided real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services Inc. filed for Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26, 2008. Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP served as co-counsel. Zolfo Cooper served as restructuring advisor. Epiq Bankruptcy Solutions served as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran PLC served as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan served as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG reported total assets of $3.325 billion and total debts of $2.839 billion as of Sept. 30, 2008. On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009, Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates -- LandAmerica Assessment Corporation, LandAmerica Title Company, Southland Title Corporation, Southland Title of Orange County, Southland Title of San Diego, LandAmerica Credit Services, Inc., Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also commenced voluntary Chapter 11 cases. The Chapter 11 cases of LFG, LES, and the LFG Affiliates are jointly administered under case number 08-35994. LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009. The Court on Nov. 23, 2009, entered an order confirming the Joint Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16, 2009, as to all Debtors other than OneStop. The effective date with respect to the Plan was Dec. 7, 2009. Plan trustees were appointed for LFG and LES. LAZY DAYS: Bankruptcy Court Decision Not 'Advisory,' 3rd Circ. -------------------------------------------------------------- Jeff Sistrunk of BankruptcyLaw360 reported that in a precedential decision, the Third Circuit ruled that a Delaware bankruptcy court had jurisdiction to reopen a case over a settlement it had approved between debtor Lazy Days' RV Center Inc. and a landlord, saying the bankruptcy court's decision didn't constitute an advisory opinion. According to the report, a three-judge panel for the Third Circuit said a Delaware federal court was wrong to vacate the bankruptcy court's ruling in a dispute between Lazy Days' and landlord I-4 Land Holding Limited Co. The panel overturned the federal court's determination that the bankruptcy court lacked jurisdiction to reopen the case, the report related. As previously reported, District Judge Richard G. Andrews ruled that a Delaware bankruptcy judge erred in reopening a Chapter 11 case to write an opinion for use in a state court lawsuit over the ability to exercise a purchase option in a lease. Lazy Days' R.V. Center Inc., confirmed a prepackaged Chapter 11 plan in 2009 in less than five weeks. After confirmation, there were two lawsuits in state court over the ability to exercise a purchase option. One year after confirmation, the successor to the bankrupt company filed papers in bankruptcy court to clarify the right to exercise a purchase option contained in a lease for real property. The bankruptcy judge reopened the closed Chapter 11 case and ruled it was proper to interpret the confirmation order and enforce a provision that was "central" to the "plan and confirmation order." On appeal, the District Court reversed the bankruptcy court ruling, holding it was an abuse of discretion to reopen the case. Judge Andrews relied on a 2007 opinion from the U.S. Court of Appeals in Philadelphia called In re Martin's Aquarium. The case stands for the proposition that the effect of an order in subsequent litigation is normally decided by the court in the later lawsuit. Judge Andrews quoted part of the Martin's decision as saying that a bankruptcy court "should not provide advisory opinions for state court litigants." The case is I-4 Land Holdings Ltd. v. Lazy Days' RV Center Inc. (In re Lazy Days' RV Center Inc.), 11-626, U.S. District Court, District of Delaware (Wilmington). About Lazy Days' R.V. Founded in 1976, Lazydays(R) -- http://www.BetterLazydays.com/-- considers itself the largest single-site RV dealership in North America. Lazy Days' was acquired by Bruckmann Rosser Sherrill & Co. II LP in May 2004 in a $217 million transaction. The company has one mobile home and recreational vehicle sales and service center on 126 acres near Tampa, Florida. Lazy Days' R.V. Center Inc. filed for Chapter 11 on Nov. 5 (Bankr. D. Del. Case No. 09-13911). The Company's legal advisor is Kirkland & Ellis LLP and its financial advisor is Macquarie Capital (USA) Inc. Lazy Days' RV Center Inc. completed its financial restructuring and Wayzata Investment Partners LLC became majority and controlling shareholder of the company in December 2009. LEHMAN BROTHERS: Unit to Face Aetna $49MM Suit, Appeals Ct. Rules ----------------------------------------------------------------- Eric Hornbeck of BankruptcyLaw360 reported that a nonbankrupt Lehman Brothers Holdings Inc. asset management affiliate and others must face Aetna Life Insurance Co.'s allegations that they improperly saddled the insurer with $48.7 million in risky securities, a New York state appeals court ruled. According to the report, Lehman affiliate Appalachian Asset Management Corp. and several individuals who worked at Appalachian or nonparty Lehman reinsurance affiliate Lehman Re Ltd., which is undergoing insolvency proceedings in Bermuda, cannot escape the suit accusing them of substituting in the risky securities on the eve of Lehman Brothers' collapse. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Huron, 2 Others Win Final Fee Approval ------------------------------------------------------- The U.S. Bankruptcy Court in Manhattan approved the final fee applications of three of the professionals retained in the Chapter 11 cases of Lehman Brothers: Akerman Senterfitt, Huron Consulting Group and Reilly Pozner LLP. The court approved the payment of $727,368 in fees and reimbursement of $37,460 in work-related expenses to Akerman. Meanwhile, the court approved the payment of $1,951,042 in fees to Huron, and $8,344,969 to Reilly. The fee applications cover the period September 15, 2008 to March 6, 2012. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Trustee Wins OK for Schick as Special Counsel -------------------------------------------------------------- The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage received the green light to hire Schick & Associates LLC as his special counsel, to help the trustee recover cash deposits belonging to the Lehman brokerage, which are held by a Taiwanese entity. Schick & Associates was originally hired by the trustee to provide legal services as an "ordinary course" counsel. Its fees, however, have now reached the $10,000 fee cap for ordinary course counsel, compelling the trustee to seek approval to hire the firm pursuant to a provision of SIPA, which prohibits the appointment of any person as attorney for the trustee if he is not "disinterested." Schick & Associates will help the trustee in his efforts to recover cash deposits belonging to the Lehman brokerage held by a Taiwanese entity. Sandor Schick, Esq. -- sschick@schick-associates.com -- managing director of Schick & Associates, will be paid $675 an hour, which is a 10% discount from the firm's standard rates, and will receive reimbursement for work-related expenses. Mr. Schick is disinterested and does not hold or represent any interest adverse to the Lehman brokerage, according to a declaration he filed in court. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Trustee, CSP Ink Deal to Settle $14.6MM Claim -------------------------------------------------------------- The U.S. Bankruptcy Court in Manhattan approved an agreement, which calls for the settlement of claim filed by CSP II USIS Holdings L.P. against Lehman Brothers Holdings Inc.'s brokerage. Under the deal, CSP can assert a general unsecured claim against the brokerage for $14,269,699, down from the $14,629,908 it originally wanted. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: UK Court Says Pensions Equal With Unsecureds ------------------------------------------------------------- Anthony Aarons at Bloomberg News reports that pension debts in insolvency cases should be paid on equal footing with unsecured creditors, the U.K. Supreme Court ruled in a dispute about underfunded retirement plans at the U.K. units of Lehman Brothers Holding Inc. and Nortel Networks Corp. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: HKMA, et al. Reach Deal on Lehman-Related Notes ---------------------------------------------------------------- The Securities and Futures Commission (SFC) and the Hong Kong Monetary Authority (HKMA) announced that an agreement has been reached with The Royal Bank of Scotland N.V. (RBS), formerly known as ABN AMRO Bank N.V., (ABN Amro) in relation to the sale of Lehman Brothers-related equity-linked notes (LB-ELNs) to retail clients between July 2007 and May 2008. RBS has agreed, without admitting any liability, to make a repurchase offer to all eligible customers holding outstanding LB-ELNs sold by the bank (including those sold by ABN Amro in Hong Kong before the acquisition by RBS of ABN Amro's retail and commercial banking business) at 100% of the principal value of each eligible customer's investment in the LB-ELNs. The resolution provides them an opportunity to reverse their purchase of the outstanding LB-ELNs. The SFC estimates about 540 customers are eligible for the repurchase offer under this resolution which, if accepted by all, will lead to payments totalling approximately $513 million. The eligible customers are retail customers holding outstanding LB-ELNs who were assessed to have a risk tolerance level that was more conservative than the risk rating assigned to the LB-ELN purchased by the customer. The risk profiling process in issue in this case was developed by ABN Amro prior to RBS' acquisition of ABN Amro's retail and commercial banking business. The repurchase offer will not be offered to professional investors. The SFC's investigation into the handling of professional investors by RBS in respect to LB-ELNs is continuing. RBS will also make top-up payments to retail customers with whom RBS has entered into settlement agreements in respect of their holding of outstanding LB-ELNs but would otherwise have been eligible to receive a repurchase offer to ensure these customers are treated in the same way as other customers participating in the repurchase scheme. The offer price will exclude the amount of coupon already paid to eligible customers and any recovery by the eligible customers in respect of the relevant LB-ELNs out of the bankruptcy of Lehman Brothers Holdings Inc. or its related entities. The offer price will include an additional amount representing the interest that would have been earned if the amount invested in the LB-ELNs had been invested with the bank on a savings deposit. During the course of the SFC's investigation, the SFC raised a number of concerns with RBS regarding the risk assessment and the risk matching process used by the bank at the time, in particular: * Each customer was provided with a risk profiling questionnaire in which answers were scored. The customer's ultimate risk score determined their risk profile or tolerance level which, in turn, was used to assess the relative suitability of LB-ELNs for each customer. However, the scores assigned to two out of 12 questions in the risk profiling questionnaire were weighted erroneously which led to some customers' risk tolerance level being assessed as higher than it should have been if the correct weighting had been applied. * Further, the bank classified all series of LB-ELNs, except for two, as high risk products under its three-level risk rating system. However, the LB-ELNs were sold to customers who were assessed to have a medium or low risk tolerance level without proper records of justification for so doing. In entering into this agreement under section 201 of the Securities and Futures Ordinance (SFO), the SFC has taken into account: * there is no distributable collateral for the LB-ELNs. As such, there is less chance for LB-ELN customers to receive any substantial payment or dividend in the Lehman Brothers bankruptcy proceedings; * the repurchase scheme will enable eligible customers to receive 100% of the principal value invested in the LB- ELNs without the costs and risks of separate legal proceedings; * the processes that caused concern for the SFC were not devised by RBS which inherited these issues following its acquisition of ABN Amro's retail and commercial banking business; * RBS will review complaints lodged by LB-ELN customers who are not eligible for the repurchase offer under its enhanced complaint handling procedures. The case by case enhanced complaint handling procedures should address any other possible irregularities in the sale of the LB-ELNs to customers with high risk tolerance level under RBS' risk profiling processes; * this outcome could not have been achieved through the imposition of disciplinary sanctions by the SFC against RBS and/or its staff, even if such action was successful; and * the agreement will bring the matter to an appropriate end for the benefit of RBS and those customers who participate in the repurchase scheme. "This was a time consuming investigation that involved our investigators combing through tens of thousands of documents and listening to hours of telephone recordings. The problems caused by the errors in ABN Amro's processes should send a warning to all intermediaries who seek to automate suitability processes with matching systems. An automated process cannot replace governance disciplines and professional judgement in assessing whether an investment advice or recommendation is reasonably suitable for the customer," the SFC's Chief Executive Officer, Mr Ashley Alder said. Ms Meena Datwani, Acting Deputy Chief Executive of the HKMA, said, "This agreement with RBS represents the outcome of the investigatory efforts by the two regulatory authorities. The HKMA considers the agreement to be in the interests of the investing public as it allows eligible customers to recover the money they invested without the need to go through lengthy and costly legal processes." In view of the repurchase scheme, the SFC will not impose disciplinary sanctions against the bank and its current or former officers or employees in relation to the sale of the LB-ELNs to RBS' retail customers (other than professional investors), save for any acts of dishonesty, fraud, deception or conduct that is criminal in nature. The HKMA has also informed the bank that it does not intend to take any enforcement action against their executive officers and relevant individuals in connection with the sale of LB-ELNs to customers who have accepted the repurchase offers or the top- up payments under the repurchase scheme, except for any acts of dishonesty, fraud, deception or conduct that is criminal in nature. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEWEL LLC: Case Summary & Unsecured Creditor -------------------------------------------- Debtor: Lewel, LLC 10549 W. Pico Boulevard Los Angeles, CA 90064 Bankruptcy Case No.: 13-28562 Chapter 11 Petition Date: July 22, 2013 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Thomas B. Donovan Debtor's Counsel: Steven R. Fox, Esq. LAW OFFICES OF STEVEN R. FOX 17835 Ventura Boulevard, Suite 306 Encino, CA 91316 Tel: (818) 774-3545 Fax: (818) 774-3707 E-mail: emails@foxlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Michael Florman, member. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ California Statewide CDC Estimate subject to $400,000 SBA Premier Certified Lender formal appraisal 426 D. Street Davis, CA 95616 LIFE UNIFORM: Boris Segalis Appointed Consumer Privacy Ombudsman ---------------------------------------------------------------- Roberta A. DeAngelis, U.S Trustee for Region 3, pursuant to Section 332 of the Bankruptcy Code and the Court's July 8, 2013, order directing the appointment of a consumer privacy ombudsman, names: Boris Segalis InfoLawGroup LLP 244 Fifth Avenue, Suite 2580 New York, NY 10001 Tel: (646) 389-1289 as consumer privacy ombudsman in the cases of Life Uniform Holding Corp., et al. Mr. Segalis will appear and be heard at the hearing and will provide to the court information to assist the court in its consideration of the facts, circumstances, and conditions of the proposed sale or lease of personally identifiable information under 11 U.S.C. Section 363(b)(1)(B). About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation decided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. Life Uniform Holding disclosed $10,695,870 in assets and $36,821,034 in liabilities as of the Chapter 11 filing. Life Uniform and Uniform City received court authority on July 26 to sell the business for $22.6 million to Scrubs & Beyond LLC. There were no competing bids, so an auction wasn't held. First lien lender CapitalSource Finance LLC is owed on a $11.5 million revolver and $26 million term loan. CapitalSource is represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP. Sun Uniforms Finance LLC is owed $6.1 million in principal on a second lien note and holds two additional notes, each in the original principal of $1.08 million. Angelica Corp. holds an unsecured junior subordinate not in the principal amount of $5.48 million. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' administrative agent, and claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. The Official Committee of Unsecured Creditors is represented by Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq., at Cousins Chipman & Brown, LLP as counsel. LIFE UNIFORM: Cooley LLP Approved as Committee's Lead Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Life Uniform Holding Corp., et al., to retain Cooley LLP as its lead counsel, and Cousins Chipman & Brown, LLP as its Delaware Counsel. To the best of the Committee's knowledge, Cooley and Cousins Chipman are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation decided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. Life Uniform Holding disclosed $10,695,870 in assets and $36,821,034 in liabilities as of the Chapter 11 filing. Life Uniform and Uniform City received court authority on July 26 to sell the business for $22.6 million to Scrubs & Beyond LLC. There were no competing bids, so an auction wasn't held. First lien lender CapitalSource Finance LLC is owed on a $11.5 million revolver and $26 million term loan. CapitalSource is represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP. Sun Uniforms Finance LLC is owed $6.1 million in principal on a second lien note and holds two additional notes, each in the original principal of $1.08 million. Angelica Corp. holds an unsecured junior subordinate not in the principal amount of $5.48 million. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' administrative agent, and claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. The Official Committee of Unsecured Creditors is represented by Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq., at Cousins Chipman & Brown, LLP as counsel. The U.S Trustee for Region 3 appointed Boris Segalis of InfoLawGroup LLP as consumer privacy ombudsman in the case. LIFE UNIFORM: EisnerAmper Okayed as Panel's Financial Advisor ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Life Uniform Holding Corp., et al., to retain EisnerAmper LLP as its financial advisor. EisnerAmper will, among other things: a) analyze the financial operations of the Debtors pre- and post- petition as necessary; b) analyze proposed use of cash and monitoring cash flow budgets and short term liquidity issues; and c) advise the Committee on the financial implications of any relief sought by the Debtors, including debtor-in- possession financing. To the best of the Committee's knowledge, EisnerAmper does not hold nor represent any interest adverse to the Debtors' estates, creditors or equity holders. EisnerAmper will bill the Debtor for the services at its normal hourly rates: Directors/Partners $400 - $560 Managers/Senior Managers $275 - $400 Paraprofessionals and Staff $115 - $275 EisnerAmper has agreed to a monthly limit of $25,000 for all its fees incurred in the cases. About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation decided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. Life Uniform Holding disclosed $10,695,870 in assets and $36,821,034 in liabilities as of the Chapter 11 filing. Life Uniform and Uniform City received court authority on July 26 to sell the business for $22.6 million to Scrubs & Beyond LLC. There were no competing bids, so an auction wasn't held. First lien lender CapitalSource Finance LLC is owed on a $11.5 million revolver and $26 million term loan. CapitalSource is represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP. Sun Uniforms Finance LLC is owed $6.1 million in principal on a second lien note and holds two additional notes, each in the original principal of $1.08 million. Angelica Corp. holds an unsecured junior subordinate not in the principal amount of $5.48 million. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' administrative agent, and claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. The Official Committee of Unsecured Creditors is represented by Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq., at Cousins Chipman & Brown, LLP as counsel. The U.S Trustee for Region 3 appointed Boris Segalis of InfoLawGroup LLP as consumer privacy ombudsman in the case. LIFE UNIFORM: Guggenheim Takes Over From Morgan Joseph ------------------------------------------------------ Life Uniform Holding Corp., and its affiliated debtors will be hiring Guggenheim Securities LLC as investment banker, instead of Morgan Joseph Triartisan LLC, nunc pro tunc to July 1, 2013. The U.S. Bankruptcy Court for the District of Delaware has granted Life Uniform's amended application. On June 7, the Debtors filed their original application to employ Morgan Joseph. However, Morgan Joseph professionals moved their practices to Guggenheim Securities. In this relation, the firms agreed that the engagement agreement would be assigned by Morgan Joseph to Guggenheim Securities effective July 1. In this way, the Debtors' cases will have a featured seamless transition from the services of Morgan Joseph to Guggenheim Securities, suffering no additional fees arising from the move by the professionals. Guggenheim Securities will provide (i) financial services; and (ii) sale advisory services. Under the engagement letter, the Debtors will pay Morgan Joseph two monthly fees for $25,000 each. Morgan Joseph and Guggenheim Securities will also be paid a sale transaction fee if a sale transaction occurs during the term of engagement or within six months of its termination. The Court also approved the allocation of net amount of the sale transaction fee. It will be allocated 75 percent to Guggenheim Securities and 25 percent to Morgan Joseph. About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation decided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. Life Uniform Holding disclosed $10,695,870 in assets and $36,821,034 in liabilities as of the Chapter 11 filing. Life Uniform and Uniform City received court authority on July 26 to sell the business for $22.6 million to Scrubs & Beyond LLC. There were no competing bids, so an auction wasn't held. First lien lender CapitalSource Finance LLC is owed on a $11.5 million revolver and $26 million term loan. CapitalSource is represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP. Sun Uniforms Finance LLC is owed $6.1 million in principal on a second lien note and holds two additional notes, each in the original principal of $1.08 million. Angelica Corp. holds an unsecured junior subordinate not in the principal amount of $5.48 million. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' administrative agent, and claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. The Official Committee of Unsecured Creditors is represented by Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq., at Cousins Chipman & Brown, LLP as counsel. The U.S Trustee for Region 3 appointed Boris Segalis of InfoLawGroup LLP as consumer privacy ombudsman in the case. MAD MONEY: Case Summary & 5 Unsecured Creditors ----------------------------------------------- Debtor: Mad Money II, LLC P.O. Box 1447 Cartersville, GA 30120 Bankruptcy Case No.: 13-42129 Chapter 11 Petition Date: July 26, 2013 Court: U.S. Bankruptcy Court Northern District of Georgia (Rome) Judge: Paul W. Bonapfel Debtor's Counsel: Michael D. Robl, Esq. THE SPEARS & ROBL LAW FIRM, LLC 104 Cambridge Avenue Decatur, GA 30030 Tel: (404) 373-5153 E-mail: mdrobl@tsrlaw.com Scheduled Assets: $818,000 Scheduled Liabilities: $1,041,172 A copy of the Company's list of its largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ganb13-42129.pdf The petition was signed by Barry Henderson, manager. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- CJC Cold Storage, LLC 13-41996 07/12/13 MED-DEPOT INC: Case Summary & Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Med-Depot, Inc. 1200 Commerce Street, Suite 100 Plano, TX 75093 Bankruptcy Case No.: 13-41815 Chapter 11 Petition Date: July 26, 2013 Court: U.S. Bankruptcy Court Eastern District of Texas (Sherman) Debtors' Counsel: Keith Miles Aurzada, Esq. POWELL GOLDSTEIN, LLP 2200 Ross Avenue, Suite 3300 Dallas, TX 75201 Tel: (214) 721-8041 Fax: (214) 721-8100 E-mail: keith.aurzada@bryancave.com - and ? John C. Leininger, Esq. BRYAN CAVE, LLP 2200 Ross Avenue, Suite 3300 Dallas, TX 75201 Tel: (214) 721-8040 Fax: (214) 721-8100 E-mail: john.leininger@bryancave.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 Affiliate that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Med-Depot Holdings, Inc. 13-41816 Assets: $1,000,001 to $10,000,000 Debts: $10,000,001 to $50,000,000 The petitions were signed by Jeff West, CEO. A. Med-Depot, Inc.'s list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb13-41815.pdf B. Med-Depot Holdings' list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb13-41816.pdf MERISEL INC: Terminates Offerings Under Plans --------------------------------------------- Merisel, Inc., filed with the U.S. Securities and Exchange Commission post-effective amendments relating to: (a) registration statement on Form S-8 filed on Sept. 28, 1995, in connection with the Company's 1991 Employee Stock Option Plan; (b) registration Statement on Form S-8 filed on Jan. 21, 1998, as amended, in connection with the Company's 401(k) Retirement Savings Plan; and (c) registration Statement on Form S-8 filed on Jan. 21, 1998, in connection with the Company's 1997 Stock Award and Incentive Plan. The Company is terminating the offering of its shares of common stock, par value $0.01 per share, under the Registration Statements. The Company is deregistering all common stock registered under the Registration Statements which remain unsold as of the date of July 30, 2013. About Merisel Merisel operates in a single reporting segment, the visual communications services business. It entered that business beginning March 2005, through a series of acquisitions, which continued through 2006. These acquisitions include Color Edge, Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative, Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and Fuel Digital, Inc. Merisel incurred a net loss of $18.13 million in 2012, as compared with a net loss of $2.45 million in 2011. The Company's balance sheet at March 31, 2013, showed $25.13 million in total assets, $37.17 million in total liabilities and a $12.04 million total stockholders' deficit. MF GLOBAL: Unit Sues 11 Banks over CDS Market --------------------------------------------- Andrew Harris, writing for Bloomberg News, reported that MF Global Capital LLC sued Bank of America Corp., Citigroup Inc. and nine other financial companies, claiming they were part of a plot to unlawfully restrict the market for trading credit-default swaps. According to the report, the complaint, filed by a unit of bankrupt MF Global Holdings Ltd. in federal court in Chicago, is at least the fourth such suit accusing swaps dealers of conspiring to control the market for information about the instruments and their trading, in violation of federal antitrust laws. "The effect of these activities has been to decrease competition in the CDS market among defendants," according to the complaint, the report related. "As a result, defendants' customers were forced to pay inflated bid/ask spreads, which cushion the profits of the defendants while harming their CDS customers." Credit-default swaps pay the buyer face value if a borrower fails to meet its obligations, less the value of the defaulted debt, the report said. The contracts, which investors use to hedge against losses on corporate debt or to speculate on creditworthiness, decline as investor confidence improves and rise as it deteriorates. The value of outstanding over-the-counter derivative contracts traded in the U.S. was $583 trillion at the end of June 2010, according to the complaint, the report added. About $30 trillion in swaps are traded annually. The case is MF Global Capital LLC v. Bank of America Corp. (BAC), 13-cv-05417, U.S. District Court, Northern District of Illinois (Chicago). About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MJM MANAGEMENT: Case Summary & 7 Unsecured Creditors ---------------------------------------------------- Debtor: MJM Management, LLC dba Liberty Hotel 1770 Orchid Avenue Los Angeles, CA 90028 Bankruptcy Case No.: 13-28734 Chapter 11 Petition Date: July 24, 2013 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Neil W. Bason Debtor's Counsel: Thomas F. Nowland, Esq. LAW OFFICES OF THOMAS F. NOWLAND 4600 Campus Drive, Suite 103 Newport Beach, CA 92660 Tel: (949) 221-0005 Fax: (949) 221-0003 E-mail: tom@nowlandlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb13-28734.pdf The petition was signed by Mushtag Ahmad, president. MOHEGAN TRIBAL: S&P Assigns 'CCC' Rating to $425MM Senior Notes --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' issuer credit rating on Uncasville, Conn.-based Mohegan Tribal Gaming Authority (MTGA). The rating outlook is stable. At the same time, S&P assigned MTGA's proposed $425 million senior notes due 2021 its 'CCC' issue-level rating. MTGA will use the proceeds, along with borrowings under its bank credit facility, to finance the repurchase or redemption of its outstanding 10.5% third-lien senior secured notes due 2016. Standard & Poor's does not assign recovery ratings to Native American debt issues, as there are sufficient uncertainties surrounding the exercise of creditor rights against a sovereign nation. These include: whether the U.S. Bankruptcy Code would apply, whether a U.S. court would ultimately be the appropriate venue to settle such a matter, and to what extent a creditor would be able to enforce any judgment against the sovereign nation. The notching of S&P's issue-level ratings from its issuer credit rating on a given Native American issuer reflects the relative position of each security in the capital structure, incorporating the amount of higher ranking debt ahead of each issue. S&P's issuer credit rating on MTGA reflects its assessment of its business risk profile as "weak," and its financial risk profile as "highly leveraged." S&P's assessment of MTGA's business risk profile as weak reflects limited cash flow diversity given its portfolio of two properties in two different gaming markets, and significant longer-term competitive pressures that MTGA will face at its Connecticut property as nearby states allow or expand gaming options. The high quality of its properties, particularly its resort in Connecticut, somewhat offset these factors. S&P's assessment of MTGA's financial risk profile as highly leveraged takes into account adjusted leverage that it expects to remain above 6x through the end of fiscal 2014. It also reflects S&P's expectation that interest coverage will be in the mid-1x area in fiscal 2013 and improve to the high-1x area at the end of fiscal 2014. S&P adjusts MTGA's EBITDA to remove relinquishment payments to former developers and the $50 million priority distribution paid to the Tribe, because S&P considers these operating expenses of MTGA. NATIONAL ED: Fitch Affirms 'BB' Subordinate Note Rating ------------------------------------------------------- Fitch Ratings affirms at 'BBsf' the subordinate note issued by National Ed Financing LLC (NEF). The Rating Outlook for the subordinate note has been revised to Negative from Stable. The subordinate note is affirmed based on its stable performance and long maturity horizon. The note matures in 2033. The Negative Outlook is driven by the under-collateralization of the subordinate note and its inability to build up parity consistently since the deal's inception. As of May 31, 2013 the total parity was 97.53%. This review of NEF LLC is based on collateral performance data as of May 2013. The trust collateral consists of 89.59% FFELP Loans with 11.41% of private loans. The parity stagnation is due to continuous default from the private loans, and the high expense structure and rich borrower benefits, which has contributed to a lower interest margin. Fitch affirms the following: NEF LLC Series 2008-A -- Class B at 'BBsf'; Outlook revised to Negative from Stable. NEXT 1 INTERACTIVE: Amends Form 10-Q for May 31 Quarter ------------------------------------------------------- Next 1 Interactive, Inc., has amended its quarterly report on Form 10-Q for the period ended May 31, 2013, which was originally filed with the U.S. Securities and Exchange Commission on July 22, 2013, for the sole purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 10.1 provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). A copy of the amended Form 10-Q is available for free at http://is.gd/9HupNO About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip -- its travel division, and Next One Realty -- its real estate division. The Company is positioning itself to emerge as a multi revenue stream "Next Generation" media-company, representing the convergence of TV, mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The Company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of multi- system operators the Company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the Company operates the Home Tour Network through its minority owned/joint venture real estate partner -- RealBiz Media. As of July 17, 2012, the Home Tour Network features over 4,300 home listings in four cities on the Cox Communications network. Next 1 Interactive disclosed a net loss attributable to the Company of $4.19 million on $987,115 of total revenues for the year ended Feb. 28, 2013, as compared with a net loss attributable to the Company of $13.65 million on $1.29 million of total revenues for the year ended Feb. 29, 2012. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2013. The independent auditors noted that the Company has incurred losses of $4,233,102 for the year ended Feb. 28, 2013, and the Company had an accumulated deficit of $71,193,862 and a working capital deficit of $13,371,094 at Feb. 28, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws," according to the Company's annual report for the year ended Feb. 28, 2013. NORTHEAST HOUSING: Moody's Affirms 'B1' Rating on $69MM Bonds ------------------------------------------------------------- Moody's Investors Service has affirmed the B1 rating and revised the outlook on $68,845,000 outstanding Northeast Housing LLC's Taxable Military Housing Revenue Refunding Bonds, Series 2007-B Class II to Stable from Negative, and has affirmed the Ba1 ratings on $271,850,000 outstanding Series 2007-A1 and Series 2007-A2 Class I bonds. - Series 2007-A1 (Class I) debt outstanding $247,245,000, affirmed at Ba1 / outlook remains stable; - Series 2007-A2 (Class I) debt outstanding $24,605,000 affirmed at Ba1 / outlook remains stable; and - Series 2007-B (Class II) debt outstanding $68,845,000, affirmed at B1 / outlook changed to stable from negative Rating Rationale: The ratings are based on the project's financial strength, improved occupancy rate, and experienced management. The change in outlook on the Class II bonds is because of the improved financial performance in 2012 and projected performance for 2013. In addition, the project's debt service reserve fund is funded by a surety bond provided by Ambac Assurance Corporation (unrated by Moody's). Credit Strengths - Strong financial performance through rental revenue growth resulting in Moody's adjusted debt service coverage of 1.49x on Class I and 1.19x on Class II bonds for 2012 - Improved and sustained weighted average occupancy of 93% through June 2013 - Property manager is successfully controlling expenses in 2013 and increasing occupancy by marketing and leasing efforts at some of the bases Credit Challenges - The project received an overall decrease in the Basic Allowance for Housing (BAH) of 0.11% for 2013 - Project is accessing tenant waterfall to improve occupancy by renting to non-active military personnel and civilians, exposing it to greater market risk, including competition from surrounding real estate - The debt service reserve fund is funded by a surety bond from Ambac Assurance Corporation (unrated by Moody's) Outlook The outlook on the Class II bonds has been revised to stable from negative because of the improvement in financial performance of the project between 2011 and 2012, and projected performance for the year ending 2013. Debt service coverage in 2011 and 2012 were 1.06x and 1.19x, respectively, and is projected to be 1.19x in 2013. What Could Change the Rating Up? - Improvement of financial performance and achievement of high occupancy levels for several more reporting periods - Cash funding of debt service reserve fund, replacement of the surety provider or an upgrade of the current surety bond provider while maintaining strong financial performance What Could Change the Rating Down? - Stressed occupancy levels or further decline in the BAH that results in a significant decline in debt service coverage - Unexpected spike in operating expenses which materially reduces revenue available to pay debt service - Downsizing or closure of any of the seven naval installations that support the housing units The principal methodology used in this rating was Global Housing Projects published in July 2010. NUVILEX INC: Amends Form 10-K to Clarify Reporting Compliance ------------------------------------------------------------- Nuvilex, Inc., has amended its annual report on Form 10-K/A for the period ended April 30, 2013. The amendment was filed solely to correct a cover page error on the Annual Report submitted on July 29, 2013. The Company inadvertently and incorrectly checked the "No" box. "We have therefore corrected our error and checked the "YES" box ... indicating, "the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) been subject to such filing requirements for the past 90 days," the Company said in the regulatory filing. A copy of the Form 10-K/A is available for free at: http://is.gd/Dm1ReS About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to focus on developing and marketing products designed to improve the health and well-being of those who use them. Nuvilex incurred a net loss of $1.59 million on $12,160 of product sales for the 12 months ended April 30, 2013, as compared with a net loss of $1.89 million on $66,558 of total revenue during the prior year. As of April 30, 2013, the Company had $2.87 million in total assets, $3.79 million in total liabilities, $580,000 in preferred stock, and a $1.50 million total stockholders' deficit. Robison, Hill & Co., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. NY AFFORDABLE: Case Summary & 13 Unsecured Creditors ---------------------------------------------------- Debtor: NY Affordable Housing Albany Associates LLC 600 Third Avenue, 2nd Floor New York, NY 10016 Bankruptcy Case No.: 13-12443 Chapter 11 Petition Date: July 26, 2013 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Scheduled Assets: $3,656,270 Scheduled Liabilities: $3,638,951 A copy of the Company's list of its 13 unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nysb13-12443.pdf The petition was signed by David Goldwasser, managing member of GC Realty Advisors, LLC, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Van Cortlandt Village, LLC, et al 12-20000 01/31/12 O'CONNOR DEVELOPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: O'Connor Development Corporation 1590 Island Lane, Suite 28 Fleming Island, FL 32003 Bankruptcy Case No.: 13-04513 Chapter 11 Petition Date: July 23, 2013 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Jerry A. Funk Debtor's Counsel: William B. McDaniel, Esq. BANKRUPTCY LAW FIRM OF LANSING J ROY, PA 1710 Shadowood Lane, Suite 210 Jacksonville, FL 32207 Tel: (904) 391-0030 Fax: (904) 391-0031 E-mail: court@jacksonvillebankruptcy.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by John W. O'Connor, president. Affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- East West Retail Center, LLC 09-05667 07/10/09 Fleming Island Auto Service 09-05664 07/10/09 Center, Ltd. Fleming Island Medical 09-05663 07/10/09 Building, Ltd. Island Walk, LLC 09-056660 07/10/09 John W. O'Connor Shoppes at Eagle Harbor, Ltd ONCURE HOLDINGS: Court Approves Sale Guidelines, Breakup Fee ------------------------------------------------------------ The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved bidding procedures to govern OnCure Holdings, Inc., et al.'s sale of substantially all of their assets or the new capital stock pursuant to a Chapter 11 Plan. The Court also authorized the payment of a break-up fee equal to $1,000,000 and expense reimbursement of up to a maximum of $2,000,000. As reported in the Troubled Company Reporter on June 26, 2013, Radiation Therapy Services Holdings Inc. was revealed to be the $125 million mystery bidder for private equity-owned OnCure Holdings, Inc. OnCure in a June 24 statement disclosed it has entered into an investment agreement with Radiation Therapy Services, under which RTS has agreed to acquire OnCure for approximately $125 million, including $42.5 million in cash (plus covering certain expenses and subject to certain working capital adjustments) and up to $82.5 million in assumed debt. In addition, OnCure's secured noteholders have executed a restructuring support agreement outlining their commitment to support the transaction with RTS. With the execution of the investment agreement, RTS has agreed to be the lead bidder in a sale process to take place during the Chapter 11 cases. If RTS' bid is successful and receives Bankruptcy Court approval, the acquisition will be completed through OnCure's Chapter 11 plan of reorganization, which is expected to occur prior to the end of October 2013. About OnCure Holdings Headquartered in Englewood, Colorado, OnCure Holdings, Inc. -- http://www.oncure.com/-- provides management services and facilities to oncology physician groups throughout the country. OnCure Holdings and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in Wilmington on June 14, 2013. Bradford C. Burkett signed the petition as CEO. On the Petition Date, the Debtors disclosed total assets of $179,327,000 and total debts of $250,379,000. There's at least $15 million owing on a first-lien term loan facility, as well as $210 million on prepetition secured notes. Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP, in New York, serve as the Debtors' lead bankruptcy counsel. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger P.A., in Wilmington, Delaware, serves as the Debtors' local Delaware counsel. Kurtzman Carson Consultants is the claims and notice agent. Match Point Partners LLC provides management services to OnCure. The Debtors have signed a deal to sell the business to Radiation Therapy Services Holdings Inc. for $125 million, absent higher and better offers. RTS's offer comprises $42.5 million in cash (plus covering certain expenses and subject to certain working capital adjustments) and up to $82.5 million in assumed debt. Secured noteholders are supporting the RTS deal. Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and Deloitte advise Radiation Therapy in connection with the transaction. Promptly before the bankruptcy filing, the Debtors entered into a restructuring support agreement with the members of an ad hoc committee of its secured notes, constituting 100% of the lenders under the first lien term loan credit agreement and approximately 73% of the secured notes, pursuant to which they have agreed to support a stand-alone restructuring of the Debtors, subject to an auction process for a sale of substantially all of the Debtors' assets or the equity of the reorganized Debtors pursuant to a chapter 11 plan. Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court that she was unable to appoint an official committee of unsecured creditors due to insufficient response from creditors. ONCURE HOLDINGS: Gets Final OK to Incur Postpetition Financing -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized, on a final basis, OnCure Holdings, Inc., et al., to: i) obtain a $25 million postpetition financing package provided by existing noteholders; ii) grant senior liens and superpriority administrative expense status; iii) approve use of cash collateral; and iv) file the fee letters under seal. As reported in the Troubled Company Reporter, Bankruptcy Judge Kevin Gross on June 18 granted interim approval of the DIP financing and other first day motions. The DIP facility comprises (i) an initial term loan of $4.7 million, (ii) an additional term loan of $4.7 million, and a (ii) a term loan of up to $15.3 million to repay the prepetition first lien facility. Wells Fargo Bank, National Association, is the DIP agent. The loans will bear interest at LIBOR plus 8% (LIBOR floor of 1.25%). The DIP loan will mature six months after the Petition Date. The Debtors, however, agreed to these milestones: (i) a motion seeking entry of an order approving the disclosure statement will have been filed with the Court on or prior to 14 days after the Petition Date; (ii) the bidding procedures order will have been entered by the Court on or prior to a date that is 21 days after the Petition Date; (iii) the auction (if any) will have occurred on or prior to 30 days after entry of the order approving the bidding procedures; (iv) an order approving the DIP Facility on a final basis will have been entered by the Court on or prior to a date that is 35 days after the Petition Date; (v) the disclosure statement order will have been entered by the Court on or prior to a date that is 85 days after the Petition Date; (vi) solicitation of votes in connection with the Plan pursuant to Sections 1125 and 1126 of the Bankruptcy Code, as applicable, will have commenced on or prior to a date that is five days after entry of the Disclosure Statement Order; (vii) an order confirming the Plan will have been entered by the Court on or prior to a date that is 125 days after the Petition Date; and (viii) the effective date of the Plan will have occurred and the Debtors will have obtained any and all required regulatory and/or third-party approvals for the restructuring of the Debtors (if any) on or prior to a date that is 140 days after the Petition Date. About OnCure Holdings Headquartered in Englewood, Colorado, OnCure Holdings, Inc. -- http://www.oncure.com/-- provides management services and facilities to oncology physician groups throughout the country. OnCure Holdings and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in Wilmington on June 14, 2013. Bradford C. Burkett signed the petition as CEO. On the Petition Date, the Debtors disclosed total assets of $179,327,000 and total debts of $250,379,000. There's at least $15 million owing on a first-lien term loan facility, as well as $210 million on prepetition secured notes. Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP, in New York, serve as the Debtors' lead bankruptcy counsel. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger P.A., in Wilmington, Delaware, serves as the Debtors' local Delaware counsel. Kurtzman Carson Consultants is the claims and notice agent. Match Point Partners LLC provides management services to OnCure. The Debtors have signed a deal to sell the business to Radiation Therapy Services Holdings Inc. for $125 million, absent higher and better offers. RTS's offer comprises $42.5 million in cash (plus covering certain expenses and subject to certain working capital adjustments) and up to $82.5 million in assumed debt. Secured noteholders are supporting the RTS deal. Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and Deloitte advise Radiation Therapy in connection with the transaction. Promptly before the bankruptcy filing, the Debtors entered into a restructuring support agreement with the members of an ad hoc committee of its secured notes, constituting 100% of the lenders under the first lien term loan credit agreement and approximately 73% of the secured notes, pursuant to which they have agreed to support a stand-alone restructuring of the Debtors, subject to an auction process for a sale of substantially all of the Debtors' assets or the equity of the reorganized Debtors pursuant to a chapter 11 plan. Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court that she was unable to appoint an official committee of unsecured creditors due to insufficient response from creditors. OPPENHEIMER PARTNERS: Court Confirms Modified Plan -------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona on July 18, entered an order confirming Oppenheimer Partners Properties, LLC's Plan of Reorganization dated March 21, 2012, as modified. The Court approved the disclosure statement describing the Plan on May 30, 2012. The Court ordered that the Effective Date of the Plan will be Aug. 1, 2013. A copy of the Confirmation Order is available at: http://bankrupt.com/misc/oppenheimer.doc303.pdf Pursuant to the Modified Plan filed July 18, 2013, MidFirst's secured claim (Class 3) in the amount of $10,007,532 will be paid in full and on the basis of the A Note dated July 1, 2013. The A Note will be due in full on July 1, 2013. Interest will accrue on the principal amount of the A Note at a rate of 5.25% commencing on the July 1, 2013. Debtor will make monthly principal and interest payments on the A Note to MidFirst based upon a 25-year amortization until the entire principal balance of the A Note and all interest accruing thereunder is paid in full. MidFirst's deficiency claim (Class 5) in the amount of $1,881,171 will be paid in full and on the basis of a B Note dated July 1, 2013. The B Note will be due and payable in full on July 1, 2023. The B Note will accrue interest at 2% per annum commencing on the Effective Date. The Debtor will make payments of $10,000 per quarter until the B Note and all interest accruing thereunder is paid in full. Unsecured Claims (Class 7) in the amount of $168,723 will receive payments quarterly beginning on the last day of the month after the fourth full quarter after the Effective Date of the Plan. The Debtor will make a quarterly payment to the Class 7 claims of $10,000. The allowed unsecured claims will be paid in full no later than the end of the fourth full year of quarterly payments. The Debtor and the holders of Class 7 allowed clams will bear their own attorneys' fees and costs. Holders of equity interests of the Debtor (Class 9) will retain their interests and will contribute a total of $50,000 on the Effective Date. A copy of the Modified Plan is available at: http://bankrupt.com/misc/oppenheimer.doc298.pdf Exit Financing As reported in the TCR on June 20, 2012, the exit financing requirements under the Plan will be fully funded by the Debtor's cash on hand. The Debtor anticipates having $338,000 cash on hand by the Effective date. Furthermore, MidFirst Bank is holding $150,473 of the Debtor's money that will be available to fund the Plan. The Partners will fund their $50,000 contribution by waiving their administrative expense claims owed by the Debtor for postpetition work managing and operating the Debtor and for which they have not been paid in full as a result of MidFirst's objection to the use of Cash Collateral. The Partners may also fund their contribution from loans from friends and family. The remainder of the monies necessary for the Plan will be funded entirely from monies obtained from the Debtor's post-confirmation operations. The management of the Debtor will remain with the Debtor, with management fees totaling $100,000 for the first year. Eric Hamburger will remain the manager assisted by Karl Haytcher. The Partners, so long as they are working on behalf of the Debtor, will be entitled to reduced rent on the Property. Beginning one year after the Effective Date, the Partners may be paid health, car, and other benefits typically available to owners and operators of a small business. This amount is projected to be $20,400 a year. MidFirst contends that the Partners are not entitled to a $100,000 per year management fee. About Oppenheimer Partners Properties Oppenheimer Partners Properties LLP owns and operates a 184-unit residential apartment complex in Phoenix, Arizona. Oppenheimer purchased the property in June 2007 for $12 million through a combination of cash and a construction loan totaling $12.4 million. Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33139) on Dec. 2, 2011. Judge Sarah Sharer Curley presides over the case. Gordon Silver's Robert C. Warnicke, Esq., serves as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Eric Hamburger, managing partner. ORCKIT COMMUNICATIONS: In Talks to License CM-4000 Product Line --------------------------------------------------------------- Orckit Communications Ltd. disclosed with the U.S. Securities and Exchange Commission on July 29, 2013, that it is in preliminary discussions with another telecom equipment manufacturer regarding a possible transaction whereby Orckit would grant a license to develop and sell Orckit's CM-4000 product line. The transaction will be subject to the consent of Networks3 Inc. to which Orckit has agreed to sell its patents. It is contemplated that a group of key employees of Orckit would assist in the process of incorporating Orckit's core technology into the third party's product line. Other senior employees of Orckit would be required to provide support services to the third party. "There is no assurance that any agreement will be reached or that the proposed transaction will be consummated at all or on what terms," the Company said. About Orckit Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT) engages in the design, development, manufacture and marketing of advanced telecom equipment to telecommunication service providers in metropolitan areas. The Company's products are transport telecommunication equipment targeting high capacity packetized metropolitan networks. ORCKIT Communications disclosed a net loss of $6.46 million on $11.19 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $15.58 million of revenues for the year ended Dec. 31, 2011. The Company's balance sheet at March 31, 2013, showed US$14.93 million in total assets, US$25.28 million in total liabilities and a US$10.35 million total capital deficiency. Kesselman & Kesselman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a capital deficiency, recurring losses, negative cash flows from operating activities and has significant future commitments to repay its convertible subordinated notes. These facts raise substantial doubt as to the Company's ability to continue as a going concern. ORECK CORP: Aug. 27 Hearing on Crone Hawxhurst Hiring ----------------------------------------------------- The Bankruptcy Court will convene a hearing on Aug. 27, 2013, at 9 a.m., to consider Oreck Corporation, et al.'s request to employ Crone Hawxhurst LLP as special counsel for the Debtors. Objections, if any, are due Aug. 8, Crone will provide legal services for the Debtors regarding certain litigation in California, specifically in re: Oreck Corp Halo Vacuum and Air Purifiers Marketing and Sales Practices Litigation, U.S. District Court for the Central District of California, during the pendency of the cases. The hourly rates of Crone's personnel are: Daryl M. Crone, partner $450 Members $255 - $495 Mr. Crone tells the Court that it has not received a retainer from the Debtor. Mr. Crone assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as it financial advisor. ORECK CORP: Carl Marks OK'd to Provide Crisis Management Services --------------------------------------------------------------- The Bankruptcy Court authorized Oreck Corporation, et al., to employ Carl Marks Advisory Group LLC to provide crisis management services to the Debtors during the Chapter 11 cases. As reported in the Troubled Company Reporter on June 25, 2013, Michael Robbins, who is an independent contractor to Carl Marks, will serve on a full-time basis as Interim president and chief restructuring officer of the Debtors, and Jeffrey K. Kies, who is an independent contractor to Carl Marks, will serve on a full-time basis as the interim chief financial officer of the Debtors. In connection with the services to be rendered to the Debtors under the agreement, it is anticipated that Carl Marks will also provide: (i) the services of P. woodland Harris, a partner at Carl Marks, as the partner in charge of the engagement; and (ii) the services of f. Duffield Meyercord, also, a partner at Carl Marks The Debtor agreed to compensate Carl Marks a fixed monthly amount of $145,000, which will include all compensation to be paid to Messrs. Robbins and Kies by Carl Marks in connection with the matter, plus any out-of-pocket expenses. Carl Marks received a prepetition retainer from the Debtors of $80,000 to be applied against any unpaid fees and expenses earned postpetition. To the best of the Debtors' knowledge, Carl Marks is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as it financial advisor. ORECK CORP: Panel May Hire Daniel H. Puryear as Nashville Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court has authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Oreck Corporation, et al., to retain Daniel H. Puryear as Nashville co-counsel. As reported in the Troubled Company Reporter on June 24, 2013, Mr. Puryear's primary role in the case will involve (i) serving as local counsel and assisting the lead counsel, Lowenstein Sandler LLP in matters involving local law; (ii) handling discrete matters as conflicts counsel where Lowenstein Sandler may be prohibited from assisting the Committee due to the existence of a conflict of interest; and (iii) handle other matters as agreed to by Mr. Puryear and Lowenstein Sandler. The hourly rates of Mr. Puryear and its personnel are: Daniel H. Puryear $325 Associates $195 Paralegals $125 To the best of the Committee's knowledge, Mr. Puryear is a "disinterested person" as that About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as it financial advisor. ORECK CORP: Gavin/Solmonese Approved as Panel's Financial Advisor ----------------------------------------------------------------- The Bankruptcy Court has authorized the Official Committee of Unsecured Creditors for the Chapter 11 case of Oreck Corporation, et al., to retain Gavin/Solmonese LLC, nunc pro tunc to May 20, 2013, as its financial advisor. As reported in the Troubled Company Reporter on June 24, 2013, Gavin/Solmonese will, among other things: 1. review and analyze historical financial performance, and transactions between and among the Debtors, their creditors, affiliates and other entities; 2. determine the reasonableness of a projected performance of the Debtors, both historical and future; and 3. review and analyze all material contracts or agreements. The hourly rates of Gavin/Solmonese's personnel are: Edward T. Gavin, CTP $600 Wayne P. Weitz $475 Other Professionals $250 - $650 Gavin/Salmonese has agreed to a cap on its fees until July 1, 2013, of $85,000. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as it financial advisor. OVERSEAS SHIPHOLDING: Can Hire Deloitte & Touche as Acctg. Advisor ------------------------------------------------------------------ Judge Peter J. Walsh authorized Overseas Shipholding Group, Inc., et al., to employ Deloitte & Touche LLP as accounting advisor nunc pro tunc to June 19, 2013. The judge approved the engagement letter on the D&T retention, subject to certain clarifications. The Bankruptcy Court clarified that D&T will not be entitled to indemnification, contribution or reimbursement of services other than those provided in the Engagement Letter. As reported by The Troubled Company Reporter on July 11, 2013, D&T will assist with the planning of carve-out and separation projects as well as providing related services in connection with any restructuring, reorganization or sale transaction that the Debtors may contemplate. The hourly rates of D&T professionals range from $720 to $240. 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. OVERSEAS SHIPHOLDING: Gets Court OK on EUR349,000 Seafarers Deal ---------------------------------------------------------------- Judge Peter J. Walsh permits Overseas Shipholding Group, Inc., et al., to enter into a settlement with certain Spanish Seafarers. The Settlement essentially allows Debtor OSG International, Inc. to resolve the redundancy dismissal amounts for five Spanish seafarers terminated on April 30, 2013, namely Gonzalo Casa De Sopena, Victor De Vicente Lazcano, Fernando Eguia Gandarias, Ignacio Gallastegui Azpitarte, and Roberto Valle Asua. Pursuant to the authority granted by an April 10, 2013 Redundancy Severance Order, the Debtors initially provided each Seafarer with the redundancy dismissal amount, totaling EUR536,014 in the aggregate. The Seafarers asserted entitlement to the dull undue dismissal of approximately EUR1,300,000 in the aggregate. After engaging in negotiations, the Seafarers have agreed to accept a settlement consisting of 28 days' pay per year of service with OIN in exchange for a full and complete release of OIN. The settlement amount represents an incremental eight days of service over the amounts already paid, totaling EUR349,009 in the aggregate. 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. Deloitte & Touche LLP serves as accounting advisor. PASADENA ADULT RESIDENTIAL: Case Summary & 12 Unsecured Creditors ----------------------------------------------------------------- Debtor: Pasadena Adult Residential Care Center, Inc. dba Pasadena Residential Care Center 1415 N. Garfield Avenue Pasadena, CA 91104 Bankruptcy Case No.: 13-28484 Chapter 11 Petition Date: July 22, 2013 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Robert N. Kwan Debtors' Counsel: M. Jonathan Hayes, Esq. SIMON RESNIK HAYES, LLP 15233 Ventura Boulevard, Suite 250 Sherman Oaks, CA 91403 Tel: (818) 783-6251 Fax: (818) 783-6253 E-mail: jhayes@srhlawfirm.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliate that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Corona Care Convalescent Corporation 13-28497 Assets: $500,001 to $1,000,000 Debts: $1,000,001 to $10,000,000 Corona Care Retirement, Inc. 13-28519 Assets: $500,001 to $1,000,000 Debts: $1,000,001 to $10,000,000 Castle View Senior Retirement Estate, 13-28532 Inc. Assets: $500,001 to $1,000,000 Debts: $1,000,001 to $10,000,000 Garfield Senior Care Center, Inc. 13-28538 Assets: $500,001 to $1,000,000 Debts: $1,000,001 to $10,000,000 Pasadena Health Care Management, Inc. 13-28545 Assets: $500,001 to $1,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Felicidad Ferrer, president. A. A copy of Pasadena Adult Residential Care's list of its 12 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/cacb13-28484.pdf B. A copy of Corona Care Convalescent's list of its 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/cacb13-28497.pdf C. A copy of Corona Care Retirement's list of its 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/cacb13-28519.pdf D. A copy of Castle View Senior Retirement's list of its seven unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/cacb13-28532.pdf E. A copy of Garfield Senior Care Center's list of its 10 unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/cacb13-28538.pdf F. A copy of Pasadena Health Care Management's list of its eight unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/cacb13-28545.pdf PATRIOT COAL: Retiree Committee Asks Court to Approve VEBA Trust ---------------------------------------------------------------- The Official Committee of Salaried Retirees of Patriot Coal Corporation, et al., asks the U.S. Bankruptcy Court for the Eastern District of Missouri to approve the VEBA Trust proposed by the Retiree Committee so that it may obtain and subsequently distribute the monetary benefits negotiated. The Retiree Committee further seeks the Court's approval to turn over funds under its possession and/or control to the VEBA Trust. On April 26, 2013, an Order was entered by the Court reflecting an agreement settlement of the dispute (on whether welfare benefit plans were vested or not) between the Retiree Committee and the Debtors. That Order, in part, reflected that $250,000 would be contributed to a VEBA Trust to be set up by the Retiree Committee and that $3,750,000 of cash or equity would be provided to the same VEBA Trust upon the effective date of a plan of reorganization. According to papers filed with the Court, the April 26 order also provides that the Debtors cooperate toward the reallocation of the remaining non-Union life insurance benefit obligations to other types of welfare benefits. In accordance with the same, the Retiree Committee says it has since determined that all such funds, including the monies currently being directed for life insurance premiums, should be redirected and made available solely for health insurance benefit purposes as soon as possible. According to the Retiree Committee, having recently received the required information (about the affected retirees from the Debtors to enable the creation of a VEBA Trust and to design an equitable welfare plan to cost effective provide said benefits) it has caused a Voluntary Employee Beneficiary Trust to be created to serve as a mechanism for the Debtors and the Reorganized Debtors to provide the negotiated financial obligations reflected in the April 26 order on a income tax free basis. A complete text of the Court's April 26 order is available at: http://bankrupt.com/misc/patriotcoal.doc3849.pdf About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Can Pay Hedge Funds $2MM in Rights Offering Deal -------------------------------------------------------------- Kathryn Brenzel of BankruptcyLaw360 reported that a Missouri bankruptcy judge signed off on a request by Patriot Coal Corp. to pay up to $2 million to two hedge fund bondholders, fees that would allow the funds to backstop a possible rights offering as the parties hash out a reorganization plan. According to the report, the bankrupt company said it needed to pay for fees and expenses to continue talks with Aurelius Capital Management LP and Knighthead Capital Management LLC over a Chapter 11 plan that would provide hundreds of millions of dollars in financing. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Exclusive Periods Extension Sought ------------------------------------------------ BankruptcyData reported that Patriot Coal filed with the U.S. Bankruptcy Court a third motion to extend the exclusive period during which the Company can file a plan and solicit acceptances thereof through and including December 1, 2013 and January 30, 2014, respectively. The motion explains, "Specifically, an extension of the Debtors' Exclusive Periods is required to enable the Debtors to: (a) deliver both a more efficient cost structure and future revenue growth so that the Debtors can compete effectively in the coal mining industry; (b) further implement specific restructuring initiatives; (c) address the Debtors' labor and retiree obligations; (d) complete their work with various potential liquidity providers to secure adequate liquidity upon emergence from chapter 11; and (e) develop a plan of reorganization reflecting the initiatives set forth above and many others that are underway," the report related. The Court scheduled an Aug. 20, 2013 hearing on the motion. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Hires GCP as Special Claims Administration Counsel ---------------------------------------------------------------- Patriot Coal Corp., et al., ask the U.S. Bankruptcy Court for the Eastern District of Missouri for authorization to employ GCP Legal Advisors, LLC, as special claims administration counsel for the Debtors, nunc pro tunc to July 15, 2013, as well as to provide advice and counsel regarding corporate and other matters. GCP Legal Advisors will provide these legal services: a. analysis of the validity of claims filed against the Debtors; b. coordination and supervision of the Debtors' outside advisors handling claims administration matters; c. coordination and counsel to the Debtors' personnel having the factual basis to support claims resolution matters; and d. any other matter specifically requested by the Debtors' general counsel that may arise in connection with the Debtors' reorganization proceedings and its business operations. To the best of the Debtors' knowledge, GCP Legal Advisors is a "disinterested person" as that phrase is defined in Sec. 101(14) of the Bankruptcy Code, as modified by Sec. 1107(b) of the Bankruptcy Code. GCP Legal Advisors' requested compensation for professional services rendered to the Debtors will be based on the hours actually expended by each assigned professional at that professional's hourly billing rate, as well as reimbursement for reasonable and necessary expenses that GCP Legal Advisors customarily bills to its clients. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Wants Plan Filing Period Extended Until Dec. 1 ------------------------------------------------------------ Patriot Coal Corporation, et al., filed Tuesday a third motion for an order extending the Debtors' exclusive periods to file and solicit acceptances of a plan of reorganization by 90 days, from Sept. 2, 2013, and Nov, 1, 2013, respectively, to Dec. 1, 2013, and Jan. 30, 2014, respectively. According to papers filed with the Court, the Debtors and the United Mine Workers of America are continuing to work toward a consensual resolution regarding modification to the Debtors' collective bargaining agreements and the funding of a trust for certain benefits for the Debtors' represented retirees. Additionally, the Debtors are engaged in active discussions with potential backstop parties -- namely, Knighthead Capital Management, LLC, and Aurelius Capital Management, LP -- on the potential terms of a plan of reorganization that would involve an investment of hundreds of millions of dollars into the Debtors' estates through a rights offering backstopped by entities managed by the potential backstop parties. The Debtors are also in discussions with certain other parties regarding exit financing proposals and potentially providing the Debtors the capital they need to emerge as a viable and competitive company. According to the Debtors, tangible progress has been made toward their goal of successfully emerging from Chapter 11 as a viable and competitive company, according to the Debtors. "However, as would be expected of companies as large as and with businesses as complex as the Debtors', there is more work to be done. Certain critical near-term objectives must be achieved before a consensual plan of reorganization can be confirmed, which the Debtors hope will enjoy the support of their major creditor constituencies and will provide the financing needed to fund the Debtors' businesses for the benefit of their creditors, employees, retirees and other stakeholders." Counsel for the Debtors can be reached at: Michelle M. McGreal, Esq. Marshall S. Huebner, Esq. Damian S. Schaible, Esq. Brian M. Resnick, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 607-7983 - and - Lloyd A. Palans, Esq. Brian C. Walsh, Esq. Laura Uberti Hughes, Esq. BRYAN CAVE LLP One Metropolitan Square 211 N. Broadway, Suite 3600 St. Louis, MO 63102 Tel: (314) 259-2000 Fax: (314) 259-2020 About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Wants EBITDA Thresholds Under DIP Agreement Lowered ----------------------------------------------------------------- Patriot Coal Corporation, et al., seek an amendment to the First Out DIP Agreement, which, if consented to by the Required Lenders, will have the effect of lowering the minimum consolidated EBITDA financial covenant thresholds for periods following June 30, 2013. The Debtors are hopeful that the requisite First Out DIP Lenders consent to the Amendment by Aug. 6, 2013, which is the consent deadline provided by Citibank, N.A., the First Out DIP Agent, to the First Out DIP Lenders. According to papers filed with the Court the Amendment, if consented to by the Required Lenders, will prevent the Debtors from potentially defaulting under the DIP Facilities and thereby allow the Debtors to continue to access the liquidity necessary to finalize a plan within the current timeline provided for under the DIP Credit Agreements, which timeline is not affected by the Amendment. On Aug. 3, 2012, the SDNY Bankruptcy Court authorized the Debtors to enter into the DIP Financing Facility consisting of (i) new money (a) revolving credit loans in an aggregate amount not to exceed $125,000,000 and (b) term loans in an aggregate amount of $375,000,000 (collectively, the "First Out Facility"), and (ii) a roll up of obligations under the Debtors' prepetition credit agreement in the aggregate amount of approximately $302,000,000 as of the Petition Date (the "Second Out Facility"). As is customary, the Amendment contains fee provisions, including the payment of fees to the First Out DIP Lenders that consent to the Amendment and fees payable to the First Out DIP Agent for arranging the Amendment, in each case as a condition to the effectiveness of the Amendment (other than the waiver provisions thereof). The terms surrounding the Amendment Fees payable to, and indemnification of, the First Out DIP Agent are contained in a separate engagement letter, which the Debtors and the First Out DIP Agent have agreed to keep strictly confidential. The Minimum Consolidated EBITDA (in millions) under the Current First Out DIP Agreement and the Proposed Amendment are as shown below: Current First Out DIP Agreement Proposed Amendment ---------------------------- ---------------------------- July 31, 2013 $110.0 July 31, 2013 $70.6 August 31, 2013 $134.0 August 31, 2013 $68.6 September 30, 2013 $148.0 September 30, 2013 $65.2 October 31, 2013 $176.0 October 31, 2013 $83.8 November 30, 2013 $190.0 November 30, 2013 $94.6 December 31, 2013 $205.0 December 31, 2013 $101.3 About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PENSON WORLDWIDE: Court Confirms 5th Amended Liquidation Plan ------------------------------------------------------------- Judge Peter J. Walsh of the U. S. Bankruptcy Court for the District of Delaware confirmed on July 31, 2013, a Fifth Amended Joint Liquidation Plan filed by Penson Worldwide Inc. and its affiliates. The Fifth Amended Plan, filed prior to the confirmation hearing, includes substantially the same terms as the Fourth Amended Plan but removes GHP1, Inc. as a Debtor that is subject to the Fifth Amended Plan. The Plan contemplates, among other things, payment in full in cash to holders of Allowed Administrative Expense Claims, Professional Fee Claims, Priority Tax Claims, and Non-Tax Priority Claims. Holders of Allowed Other Secured Claims will receive either payment in full in cash or receipt of their collateral. To implement the Plan, the existing Board of Directors for each corporate Debtor will be replaced with the Board of Managers of PTL, a newly formed limited liability company to which all assets of the Debtors will be conveyed and transferred. The Board of Managers of PTL will be comprised of two members appointed by the Second Lien Noteholders Committee, one member appointed by the Convertible Noteholders Committee and one member appointed by the Committee. Mr. Bryce B. Engel is appointed as the Chief Officer of PTL and as the Liquidation Trustee of the Liquidation Trust. The Committee will be dissolved on the later of: (i) the effective date of the Plan, (ii) the conclusion of any appeals to the Confirmation Order, (iii) the dismissal, the conversion or confirmation of a plan of the GHP1, Inc. Chapter 11 estate. However, the engagement of Akin Gump Strauss Hauer & Feld, LLP as counsel to PWI in the Putative Class Action will not automatically terminate upon occurrence of the Effective Date, and that engagement will continue until terminated by PWI or Gump. Notwithstanding any provision in the Plan which settles intercompany Claims pursuant to the Intercompany Claims Settlement, nothing in the Plan will impair or prevent Christopher K. Hehmeyer or Drinker Biddle & Reath LLP from prosecuting any proofs of claim against any Debtor which they believe is liable for such claim, provided that a timely proof of claim was filed against such Debtor, and all of the Debtors' defense and objections to the claims are preserved. On the Effective Date, LMA SPC for and on behalf of MAP84 Segregated Portfolio and Knighthead Master Fund LP will be deemed to have automatically transferred to PTL all of their right, title, and interest in and to their respective Third Party Causes of Action to PTL and that Third Party Causes of Action will vest in PTL free and clear of all Claims, Liens, Liabilities, encumbrances, charges and other interests. Nothing in the Confirmation Order will constitute a confirmation of the Plan or any other chapter 11 plan with respect to GHP1, Inc. and PTL and the Liquidation Trust will have no liability for any claims against GHP1, Inc. A full-text copy of the findings of fact, conclusions of law, and order confirming the 5th Amended Joint Liquidation Plan may be accessed for free at http://is.gd/ZdDEO2 A full-text copy of the 5th Amended Plan is available for free at http://is.gd/GeAszP and a blacklined copy is available at http://is.gd/cllYbn At the July 31 hearing, Judge Walsh also entered orders: * granting Penson's motion for the Court to temporarily allow litigation claims, solely for purposes of voting to accept or reject their Joint Liquidation Plan, in the amount of $1.00 as opposed to the amounts and classifications asserted in the Litigation Claims. * lifting the automatic stay to permit the parties in the adversary proceeding entitled O'Connell v. Penson Financial Service Inc. (Adv. Pro. No. 09-01519), currently pending in the U.S. Bankruptcy Court for the Southern District of New York (Case No. 07-13283) to liquidate O'Connell claims against the Debtors by trying the case to a conclusion. * approving Alternative Dispute Resolution Procedures proposed by the Debtors. The Court further held that: -- Claim No. 287 filed by Reid Friedman, Lead Plaintiff in Freidman v. Penson Worldwide, Inc, et al., Case No. 11-cv- 020908-0 (N.D. Tex.), is an Excluded Claim for purposes of the ADR order and will not be subject to the ADR procedures. -- Following the termination of the Offer Exchange Procedures with respect to TradeKing, LLC, TradeKing will proceed directly to arbitration before FINRA and will not engage in the Mediation Stage. The Offer Exchange Procedures will, unless otherwise agreed to in writing by the parties, terminate no later than November 30, 2013, and the automatic stay with respect to TradeKing will be deemed lifted upon the termination to permit TradeKing to proceed with its pending FINRA arbitration. -- George E. Morris Revocable Trust will be excused from complying with the ADR Procedures and the mediation stage, and instead is granted relief from the automatic stay and will proceed directly to its pending arbitration before FINRA. Penson is represented by Pauline K. Morgan, Esq., Curtis J. Crowther, Esq., Kenneth J. Enos, Esq., Ashley E. Markow, Esq., of Young Conaway Stargatt & Taylor, LLP, and Andrew N. Rosenberg, Esq., and Oksana Lashko, Esq., of Paul, Weiss, Rifkind, Wharton & Garrison LLP. About Penson Worldwide Plano, Texas-based Penson Worldwide Inc. and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061) on Jan. 11, 2013. Founded in 1995, Penson Worldwide is provider of a range of critical securities and futures processing infrastructure products and services to the global financial services industry. The company's products and services include securities and futures clearing and execution, financing and cash management technology and other related offerings, and it provides tools and services to support trading in multiple markets, asset classes and currencies. Penson was one of the top two clearing brokers overall in the United States. Its foreign-based subsidiaries were some of the largest independent clearing brokers in Canada and Australia and the second largest independent clearing broker in the United Kingdom as of Dec. 31, 2010. In 2012, the company sold its futures division to Knight Capital Group Inc. and its broker-deal subsidiary to Apex Clearing Corp. But the company was unable to successfully streamline is business after the asset sales. Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. The U.S. Trustee for Region 3 appointed three members to the Official Committee of Unsecured Creditors: (i) Schonfeld Group Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells Fargo Bank, N.A., as Indenture Trustee. The Committee selected Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its co-counsel, and Capstone Advisory Group, LLC, as its financial advisor. Kurtzman Carson Consultants LLC serves as its information agent. The company estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. The last publicly filed financial statements as of June 30 showed assets of $1.17 billion and liabilities totaling $1.227 billion. PEOPLES STORAGE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Peoples Storage GS, LLC 200 NW 79th Street Miami, FL 33150 Bankruptcy Case No.: 13-27293 Chapter 11 Petition Date: July 23, 2013 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: A. Jay Cristol Debtor's Counsel: James B Miller, Esq. 19 W Flagler St #416 Miami, FL 33130 Tel: (305) 374-0200 Fax: (305) 374-0250 E-mail: bkcmiami@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Leonarda A. Schwartzberg, president managing member. PERRY PUBLIC: Moody's Lowers General Obligation Rating to Ba1 ------------------------------------------------------------- Moody's Investors Service has downgraded to Ba1 from Baa2 the general obligation (GO) rating of Perry Public Schools (MI). The district has $22.2 million of GO debt, of which $4.7 million is Moody's rated. The outlook remains negative. Ratings Rationale: The district's general obligation bonds are secured by the district's unlimited tax pledge as authorized by voters. The Ba1 rating reflects a multi-year trend of operating shortfalls that has resulted in a deficit General Fund balance position. The trend of operational imbalance is largely attributable to the district's delayed enactment of expenditure reductions to offset revenue declines associated with declining enrollment, driven by outmigration of students to neighboring districts and demographic factors. The Ba1 rating further incorporates the district's modestly sized and depreciating tax base located near Lansing (GO rated A1), average demographic profile, and elevated debt burden. The negative outlook is based on the district's declining enrollment trend, which will likely continue to be a budgetary challenge despite recently enacted expenditure reductions, as the district does not have the flexibility to increase revenues beyond its state allocated per pupil foundation funding. Strengths: - Recent enactment of significant expenditure reductions - Located within commuting distance of employment centers in the Lansing metropolitan area Challenges: - Declines in tax base valuations - Negative enrollment trends that are likely to continue due to students leaving the district for neighboring districts - Limited revenue raising flexibility - Multi-year trend of operating shortfalls resulting in a deficit General Fund balance position Outlook: The negative outlook is based on the district's declining enrollment trend, which will likely continue to be a budgetary challenge despite recently enacted expenditure reductions. WHAT COULD MOVE THE RATING UP (Removal of negative outlook) - Correction of structural imbalance that leads to improvement in the district's General Fund position - Reduction in the district's debt burden What Could Move The Rating Down? - Continuation of operating deficits resulting in further financial deterioration - Greater than anticipated enrollment decline pressuring district revenues - Growth in the district's debt burden Principal Methodology: The principal methodology used in this rating was General Obligation Bonds Issued by US Local Governments published in April 2013. PREMIERE ENTERPRISES: Case Summary & Top Unsecured Creditors ------------------------------------------------------------ Debtor: Premiere Enterprises of Whiteville, LLC fdba 701 Associates, Inc. Dawsey Investment Company Premier Construction, Inc. Premiere Property, LLC P.O. Box 396 Whiteville, NC 28472 Bankruptcy Case No.: 13-04639 Chapter 11 Petition Date: July 26, 2013 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 14 unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nceb13-04639.pdf The petition was signed by E. Autry Dawsey, Sr., manager. Affiliates that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- E. Autry & Faye Dawsey -- 07/26/13 Premiere Hospitality Group, Inc. 13-02145 04/03/13 PRIMA INVESTMENTS: Case Summary & 18 Unsecured Creditors -------------------------------------------------------- Debtor: Prima Investments, Inc. dba Arco AM/PM 1735 S. Cooper Road Chandler, AZ 85286 Bankruptcy Case No.: 13-12683 Chapter 11 Petition Date: July 24, 2013 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Daniel P. Collins Debtor's Counsel: William R. Richardson, Esq. RICHARDSON & RICHARDSON, P.C. 1745 S. Alma School Road, #100 Mesa, AZ 85210-3010 Tel: (480) 464-0600 Fax: (480) 464-0602 E-mail: wrichlaw@aol.com Scheduled Assets: $602,148 Scheduled Liabilities: $4,176,333 A copy of the Company's list of its 18 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/azb13-12683.pdf The petition was signed by Sunil N. Patel, president. PROGRESSIVE WASTE: Revised Leverage Target No Impact on Ratings --------------------------------------------------------------- Moody's Investors Service commented that Progressive Waste Solutions Ltd.'s revised leverage target range is credit negative but does not impact the company's Ba1 rating or stable outlook. Progressive Waste solutions Ltd. provides vertically integrated non-hazardous solid waste services to commercial, industrial, municipal and residential customers in Canada and in the US South and the Northeast. Revenue for the last twelve months ended June 30, 2013 was about $2 billion. The company is headquartered in Toronto, Ontario, Canada. PROLOGIC MANGEMENT: Case Summary & 13 Unsecured Creditors --------------------------------------------------------- Debtor: Prologic Mangement Systems, Inc. 4633 E. Broadway Boulevard Tucson, AZ 85711 Bankruptcy Case No.: 13-12682 Chapter 11 Petition Date: July 24, 2013 Court: U.S. Bankruptcy Court District of Arizona (Tucson) Judge: Eileen W. Hollowell Debtor's Counsel: Eric Slocum Sparks, Esq. ERIC SLOCUM SPARKS, P.C. 110 S. Church Avenue, #2270 Tucson, AZ 85701 Tel: (520) 623-8330 Fax: (520) 623-9157 E-mail: law@ericslocumsparkspc.com Scheduled Assets: $221,952 Scheduled Liabilities: $13,830,308 A copy of the Company's list of its 13 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/azb13-12682.pdf The petition was signed by Jim Heim, president. R4 VASCULAR: Case Summary & 18 Unsecured Creditors -------------------------------------------------- Debtor: r4 Vascular, Inc. 1270 Avenue of the Americas, Suite 302 New York, NY 10020 Bankruptcy Case No.: 13-12409 Chapter 11 Petition Date: July 24, 2013 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Scott A. Steinberg, Esq. LAW OFFICES OF SCOTT A. STEINBERG 626 RXR Plaza Uniondale, NY 11556 Tel: (516) 522 - 2566 Fax: (516) 522-2530 E-mail: ssteinberg@saslawfirm.net Scheduled Assets: $1,295,041 Scheduled Liabilities: $9,776,850 A copy of the Company's list of its 18 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nysb13-12409.pdf The petition was signed by Steven Jacobs, president. RAAM GLOBAL: S&P Revises Outlook to Negative & Affirms 'B-' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on RAAM Global Energy Co. to negative from stable and affirmed its 'B-' corporate credit rating on the company. At the same time, S&P revised the recovery rating on the company's senior secured notes to '4', indicating average (30%-50%) recovery of principal in an payment default, from '3'. The 'B-' rating on the senior secured notes remains unchanged. The outlook revision reflects S&P's expectation that the company's cash flow and liquidity could weaken if the company is unsuccessful in correcting recent production problems. These decreases are primarily driven by operational issues in the company's 4 Flipper wells in the Yegua Trend in onshore Texas, causing the wells to be brought off-line. The play currently accounts for about 40% of production, and S&P believes the production decrease related to the four wells accounted for a good portion of the decline; thus an inability to recover this could have a meaningful impact. Standard & Poor's ratings on Lexington, Ky.-based exploration and production (E&P) company RAAM Global Energy Co. reflect its limited and small reserve base, low production, very short reserve life, meaningful exposure to weak natural gas prices, and less- than-adequate liquidity (based on S&P's criteria), resulting from the lower-than-expected production levels and high capital expenditures. In addition, the ratings incorporate the company's position as an E&P company operating primarily in the Gulf of Mexico (which S&P considers a higher risk operating environment requiring significant reinvestment to maintain production and reserve levels), and participation in a highly cyclical, capital- intensive, and intensely competitive industry. "The outlook is negative, reflecting the possibility that if the company is unable to correct the production problems, its cash flow and liquidity could weaken further. We could lower the rating if liquidity dropped to less than $50 million or if production levels did not improve to historical levels by year-end 2013. We could revise the outlook to stable if the company were able to strengthen its liquidity position and improve its cash flows by year end," said Standard & Poor's credit analyst Susan Ding. RADIOSHACK CORP: S&P Cuts Credit Rating to "CCC", Warns of Default ------------------------------------------------------------------ Drew Fitzgerald and Kristin Jones, writing for Dow Jones Newswires, report that Standard & Poor's Ratings Services downgraded RadioShack Corp.'s corporate credit status to triple-C, warning that the retailer could default in less than a year unless its cash situation improves. Dow Jones says a RadioShack spokeswoman declined to comment on the company's credit rating but said it paid off $216 million in convertible debt Thursday with cash on hand. Dow Jones notes RadioShack has hired investment bank Peter J. Solomon to examine its options for more financing and has retained AlixPartners, a consulting firm that specializes in corporate turnarounds. Dow Jones says executives have acknowledged the company will continue to clear out inventory this year even as it burns through cash this autumn, when spending on holiday preparations peaks. On Thursday, S&P warned that the vendors that stock RadioShack's shelves would likely tighten their sales terms, further pressuring the company's weak liquidity. S&P rival Moody's Investors Service in March downgraded RadioShack to Caa1, which is a step higher than S&P's current rating. REGIONAL EMPLOYERS: Section 341(a) Meeting Set on Sept. 6 --------------------------------------------------------- A meeting of creditors in the bankruptcy case of Regional Employers Assurance Leagues Voluntary Employees' Beneficiary Association Trust will be held on Sept. 6, 2013, at 10:00 a.m. at 833 Chestnut Street, Suite 501, Philadelphia, PA. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Regional Employers Assurance Leagues Voluntary Employees' Beneficiary Association Trust, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-16440) on July 23, 2013. RESIDENTIAL CAPITAL: Rejecting 146 Executory Contracts ------------------------------------------------------ Residential Capital LLC and its affiliates ask authority from the Court to reject 146 executory contracts and unexpired leases effective as of July 12, 2013. Schedules of the contracts and leases are available for free at: http://bankrupt.com/misc/RESCAP_reject820712A.pdf http://bankrupt.com/misc/RESCAP_reject640712B.pdf About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Bankr. Exit to Halt Law Firms' Fee Feast ------------------------------------------------------------- Julie Triedman, writing for The Am Law Daily, reported that when Residential Capital LLC, once the fifth-largest mortgage servicer in the United States, filed a plan of reorganization that called for unsecured creditors to recover 36.3 cents per dollar owed, the company moved a giant step closer to exiting bankruptcy. But for the dozen-plus law firms and hundreds of lawyers who have racked up hours working on the matter over the past year, ResCap's emergence from Chapter 11, which is expected to come in December, will bring a halt to what may well be the most lucrative bankruptcy assignment of the past year, the Am Law Daily report said. Court filings show that fees paid out for work done in connection with the case in its first seven months alone totaled just under $100 million. And with six months' worth of bills yet to be tallied, that tab will climb substantially higher. The ResCap bankruptcy filing, the largest of 2012, is as complex as the debtor's business is arcane, the report said. The company -- formerly the mortgage lending unit of General Motors Acceptance Corporation -- originated and services billions of dollars of subprime loans, and its bankruptcy has involved tens of thousands of creditors and potential creditors. The failure of the loans and securities it serviced amid the subprime market's collapse in 2007 spawned billions of dollars' worth of legal claims against both ResCap, and its parent, which is now known as Ally Financial Inc. It was those claims that ultimately compelled Ally to put ResCap into bankruptcy on May 14, 2012, with assets and liabilities both in excess of $15 billion. Given the complexity of the case and the number of warring parties, it's not surprising that the ResCap bankruptcy has generated huge fees for the law firms involved, the report said. Lead debtor's counsel Morrison & Foerster, for instance, collected $31 million in fees through the end of 2012, the report pointed out. The firm's top billers on the matter are partners Jeremy Jennings-Mares, a derivatives specialist ($1,195 an hour), and Thomas Humphreys, a federal tax expert ($1,125 an hour). Gary Lee, the partner leading the MoFo team, billed at $975 an hour. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Objects to Malinoswki's $138-Mil. Claim ------------------------------------------------------------ Residential Capital LLC and its affiliates object to, and ask the Bankruptcy Court to, expunge and disallow Claim No. 1154 filed by Kenneth J. Malinowski, asserting $138 million because the Claim: (a) lacks sufficient supporting documentation, (b) is not a liability of the Debtors, and (c) fails to state a basis for liability against the Debtors. Norman S. Rosenbaum, Esq., Gary S. Lee, Esq., and Jordan A. Wishnew, Esq., at MORRISON & FOERSTER LLP, in New York, represent the Debtors. A hearing on the objection will be on Aug. 29, 2013 at 10:00 a.m. (ET). Objections are due Aug. 13. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Jr. Secured Noteholders Want Mediation ----------------------------------------------------------- At the behest of the Ad Hoc Group of Junior Secured Noteholders in the Chapter 11 cases of Residential Capital LLC, Judge Martin Glenn issued an order in aid of mediation and settlement, which provides, among other things, that no mediation party, including any Junior Secured Noteholder, will (a) be or become an insider, a temporary insider or fiduciary of any Debtor, any affiliate, or any residential mortgage backed securitization trust; (b) be deemed to owe any duty to any of the Debtor Parties; (c) undertake any duty to any party in interest; (d) be deemed to misappropriate any information of any of the Debtor Parties. A full-text copy of the Order, dated July 26, 2013, is available for free at http://bankrupt.com/misc/RESCAPord0726.pdf The Ad Hoc Group of Junior Secured Noteholders asked bankruptcy judge handling the bankruptcy cases of Residential Capital LLC and its affiliates to enter an order in aid of mediation and settlement that will enable the principals of the Junior Secured Noteholders to participate in negotiations and mediation with the other parties in interest without fear that they will be subjecting themselves to liability for participating in the mediation or negotiations or for keeping settlement offers made in connection therewith confidential. The Ad Hoc Group's counsel, Gerard Uzzi, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, relates that the Ad Hoc Group has asserted that the Junior Secured Noteholders are entitled to postpetition interest on the Junior Secured Notes and that any non-consensual plan would need to provide for the payment of that interest. The Debtors, the Official Committee of Unsecured Creditors, and the Consenting Creditors have disputed the entitlement of the Junior Secured Note to post-petition interest. In connection with approval of the Plan Support Agreement, the Court suggested to submit the dispute regarding the Junior Secured Noteholders' entitlement to postpetition interest to mediation, subject to reaching agreement regarding the treatment of confidential information. Mr. Uzzi, however, states that the members of the Ad Hoc Group have not been able to participate in the mediation because of uncertainty as to whether that participation would expose them to liability. Mr. Uzzi says one trend that has developed to address these concerns is for parties to agree to the disclosure of the results of failed settlement discussions at the conclusion of those discussions. Alternatively, at least one other court has entered an order designed to clarify that parties who engage in settlement discussions are not imputed with special status or duties as a consequence of engaging in those discussions. The Ad Hoc Group asks that the Court enter that order. According to Mr. Uzzi, the Proposed Order is narrowly tailored and would ensure that parties participating in the mediation are not, among other things, deemed to become insiders or temporary insiders of the Debtors or fiduciaries for other parties in interest due to their participation in the mediation and settlement process. The Proposed Order would also prevent parties-in-interest from seeking remedies in the Chapter 11 cases against any party participating in the mediation based on those parties engaging in trading of the Debtors' securities while not subject to a confidentiality agreement. Importantly, the Proposed Order, by its express terms is not binding on any governmental entity seeking to enforce securities laws in actions or proceedings outside the bankruptcy cases. A full-text copy of the Proposed Order is available for free at http://bankrupt.com/misc/RESCAP_propord0718.pdf About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Bondholders Want Law Firms to Be Neutral ------------------------------------------------------------- The Ad Hoc Group of Junior Secured Noteholders asks the U.S. Bankruptcy Court for the Southern District of New York to direct each of the Debtors' counsel, including Morrison & Foerster LLP; counsel to the Official Committee of Unsecured Creditors, including Kramer Levin Naftalis & Frankel LLP; and the Debtors' management to remain strictly neutral in any dispute in the Court regarding claims by and between any Debtor. According to the Ad Hoc Group's counsel, J. Christopher Shore, Esq., at White & Case LLP, in New York, by the motion, the Ad Hoc Group seeks to have the Court set the ground rules pursuant to which the Debtors, the Committee, and their counsel may appear and be heard with respect to any disputes, transactions, or proposed settlements of prepetition or postpetition claims and causes of action by and between one or more Debtors. Mr. Shore tells the Court that the Debtors and their advisors have not yet responded to the Ad Hoc Group's repeated inquiries regarding how each intends to protect estate assets that could be adversely affected by the litigation positions the Debtors have made clear that they will pursue, and are pursuing. Mr. Shore asserts that the relief requested by the Ad Hoc Group should be non-controversial and consensual. The Ad Hoc Group is not seeking the wholesale disqualification of MoFo, Kramer, Lewis Kruger, the Debtors' other management, or any of the other advisors to the Debtors or the Committee in these Cases. The Ad Hoc Group is only seeking a direction from the Court that these individuals and firms do what the law requires: remain neutral on the issues that they are in conflict on, Mr. Shore further asserts. Mr. Shore points out that that one law firm -- MoFo -- has and will provide legal advice to the individuals responsible for decision making on behalf of the Debtors -- primarily, if not exclusively, Mr. Kruger -- who will, in reliance on that advice, advance legal positions in pleadings and take corporate action on behalf of each Debtor on numerous matters, including intercompany claim litigation, as to which the Debtors are in direct conflict. Mr. Shore argues that there is no case, big or small, in which a debtor's Section 327(a) counsel was permitted to provide substantive legal advice on both sides of a material inter-debtor dispute and then to advocate for a particular result in public pleadings. The Ad Hoc Group, he says, is concerned that MoFo and the Debtors' management involved in the decision making seem unattuned to the conflict position they are in, and are attempting to assume away their conflicts in the belief that all estates in conflict will be benefited by what MoFo and the Debtors' management persistently, but inaccurately, seek to portray as a "global settlement." Dwight A. Healy, Esq., at White & Case, LLP, in New York, relates in a declaration in support to the Ad Hoc Group's motion that, in their statements of assets and liabilities, the Debtors list more than $8.3 billion in aggregate prepetition claims between Debtors. Moreover, according to other pleadings filed by the Debtors, there are also potential unscheduled intercompany causes of action and inter-debtor disputes arising from the Debtors' prepetition and postpetition activities that could lead to the allowance of additional claims between the Debtors Debtors, et al., Object The Debtors; Ally Financial Inc. and Ally Bank; the Official Committee of Unsecured Creditors, and certain consenting creditors object to the Ad Hoc Group of Junior Secured Noteholders' request for an order directing certain counsel, including Morrison & Foerster LLP, Kramer Levin Naftalis & Frankel LLP, and the Debtors' management team to remain strictly neutral in any dispute regarding claims by and between any Debtor. The latest motion by the Ad Hoc Group raises the spectre of interdebtor conflicts where none exists, Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York, argues on behalf of the Debtors. On the appointment of Lewis Kruger as the Debtors' chief restructuring officer, Mr. Lee asserts that the specific purpose of the CRO is to represent all of the Debtors in mediating the host of intercreditor and interdebtor issues that needed to be resolved to form a Chapter 11 plan. Mr. Lee also asserts that because the proposed Plan treatment of intercompany balances is an integral part of the global settlement, granting the Ad Hoc Group's request would effectively mean that the Plan Proponents could not proceed to confirmation, or with seeking approval of the global settlement, or with challenging the Ad Hoc Group's position that the JSNs are oversecured -- results that would be convenient for the Ad Hoc Group as there would be no one able to litigate against it, but that are hardly in the best interest of the Debtors or their estates. The Ad Hoc Group's motion is "a transparent attempt . . . to gain a perceived strategic and tactical advantage to collaterally attack a chapter 11 plan rather than object to the Plan on the merits," Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, argues on behalf of Ally. There is little doubt that the motion was filed to attempt to maximize negotiation leverage by making the dispute with the Debtors with respect to the Ad Hoc Group's entitlement to postpetition interest as expensive and disruptive as possible, Mr. Cieri further argues. If granted, the request would bring the Debtors' Chapter 11 cases to a halt and destroy the settlement embodied in the Plan, Mr. Cieri tells the Court. The request seeks to impose a destructive remedy for a non- existent problem, the Creditors' Committee complains. According to the Committee, although the JSNs chose not to participate in the mediation that led to the negotiation of the Plan, their treatment under the resulting Plan is favorable: they would receive a 100% recovery in cash on their allowed prepetition claims, plus the opportunity to receive postpetition interest if found to be oversecured. The Committee also notes that the Court has established a pre-confirmation litigation track that, together with the confirmation hearing, fully protects the JSNs' rights to litigate every issue affecting them. The JSNs' dissatisfaction with their treatment is ironic given that just over a year ago, an ad hoc group of noteholders and their legal and financial professionals signed off on an plan support agreement based on a much smaller $750 million settlement with AFI that did not assure them of full recovery of the principal amount of their claims, Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, argues on behalf of the Committee. Certain "consenting creditors" as the term is defined in the Plan Support Agreement join in the Creditors' Committee's objection to the Ad Hoc Group's request. The Consenting Creditors are Wilmington Trust, National Association, as Indenture Trustee for the Senior Unsecured Notes Issued by Residential Capital, LLC; Lead Plaintiffs and the Putative Class; MBIA Insurance Corporation; AIG Asset Management (U.S.), LLC, et al., Allstate Insurance Company, et al., Massachusetts Mutual Life Insurance Company, and Prudential Insurance Company of America, et al.; and Financial Guaranty Insurance Company. The Debtors are also represented by Todd M. Goren, Esq., and Jennifer L. Marines, Esq., at Morrison & Foerster LLP, in New York, and Steven J. Reisman, Esq., Michael Moscato, Esq., and Therasa A. Foudy, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York. Ally is also represented by Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York. The Committee is also represented by Gregory A. Horowitz, Esq., Jeffrey S. Trachtman, Esq., and David E. Blabey Jr., Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP, in New York; and Robert J. Feinstein, Esq., John A. Morris, Esq., and Jason H. Rosell, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in New York. Wilmington Trust is represented by Thomas J. Moloney, Esq., and Sean A. O'Neal, Esq., at CLEARY GOTTLIEB STEEN & HAMILTON LLP, in New York. The Lead Plaintiff and the Putative Class are represented by Daniel J. Flanigan, Esq., at POLSINELLI SHUGHART, in New York. MBIA is represented by Mark C. Ellenberg, Esq., at CADWALADER, WICKERSHAM & TAFT LLP, in Washington, D.C. AIG Asset Management, et al., is represented by Susheel Kirpalani, Esq., Daniel L. Brockett, Esq., Jennifer Barrett, Esq., and Scott C. Shelley, Esq., at QUINN EMANUEL URQUHART & SULLIVAN, LLP, in New York; and Eric D. Winston, Esq., at QUINN EMANUEL URQUHART & SULLIVAN, LLP, in Los Angeles, California. FGIC is represented by Richard L. Wynne, Esq., and Howard F. Sidman, Esq., at JONES DAY, in New York. Ad Hoc Group Talks Back The Ad Hoc Group explains that it made a limited application to the Court due to the simple fact that it believes -- and continues to believe -- that rules prohibiting counsel and estate fiduciaries from representing both sides of an inter-debtor dispute are being broken at the expense of individual Debtor estates and creditor constituencies in these Cases. The narrow relief sought will not upend the current plan process as capable, non-conflicted, third parties exist who can ably litigate these issues, the Ad Hoc Group asserts. The Debtors' and the Committee's current process does not work, the Ad Hoc Group argues. The rules are clear -- counsel and management cannot represent two adverse parties in an actively litigated dispute, J. Christopher Shore, Esq., at White & Case LLP, in New York, points out. Here, the Debtors' counsel, the Committee's counsel, and the Debtors' management are currently advocating that intercompany claims and causes of action lack substantive legal merit and should be waived and cancelled. This position is prejudicial and adverse to any Debtor and its creditors that is the beneficiary of an intercompany claim or cause of action and must stop. With respect to the objections, the Ad Hoc Group argues that no Objecting Party meaningfully addresses this prejudice and sets forth a solution to the conflict. Rather, the Objecting Parties disparage the Ad Hoc Group and offer a series of excuses and justifications in an attempt to sweep their rule-breaking under the proverbial rug, Mr. Shore asserts. The Ad Hoc Group is also represented at Dwight A. Healy, Esq., at WHITE & CASE LLP, in New York; and Gerard Uzzi, Esq., and Dennis O'Donnell, Esq., at MILBANK, TWEED, HADLEY & MCCLOY LLP, in New York. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). ROSE GARDEN: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Rose Garden Office Building, LLC 14300 N. Northsight Boulevard, #101 Scottsdale, AZ 85260 Bankruptcy Case No.: 13-12708 Chapter 11 Petition Date: July 24, 2013 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Dean M. Dinner, Esq. NUSSBAUM GILLIS & DINNER, P.C. 14850 N. Scottsdale Road, Suite 450 Scottsdale, AZ 85254 Tel: (480) 609-0011 Fax: (480) 609-0016 E-mail: ddinner@ngdlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Salvatore Abbate, president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Salvatore and Linda Abbate 12-09124 04/26/12 ROSETTA GENOMICS: Annual Meeting Adjourned to August 5 ------------------------------------------------------ Rosetta Genomics, Ltd., convened its previously announced annual general meeting of shareholders on July 29, 2013. However, the quorum of two or more shareholders present, personally or by proxy, who hold or represent together more than 25 percent of the voting rights of Rosetta's issued share capital required to conduct the Annual Meeting was not present. Accordingly, pursuant to Rosetta's articles of association, the Annual Meeting has been adjourned to Aug. 5, 2013. The adjourned Annual Meeting will be held at Rosetta's offices at 10 Plaut St., Rehovot, Israel at 16:00 (Israel Time). At the adjourned Annual Meeting, any two shareholders present in person or by proxy will constitute a quorum. About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics disclosed a net loss of US$10.45 million on US$201,000 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of US$8.83 million on US$103,000 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed US$32.53 million in total assets, US$1.63 million in total liabilities and US$30.90 million in total shareholders' equity. Bankruptcy Warning In its annual report for the year ended Dec. 31, 2012, the Company said: "We will require substantial additional funding and expect to augment our cash balance through financing transactions, including the issuance of debt or equity securities and further strategic collaborations. On December 7, 2012, we filed a shelf registration statement on Form F-3 with the SEC for the issuance of ordinary shares, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, with a total value of up to $75 million, from time to time at prices and on terms to be determined at the time of such offerings. The filing was declared effective on December 19, 2012. However there can be no assurance that we will be able to obtain adequate levels of additional funding on favorable terms, if at all. If adequate funds are not available, we may be required to: * delay, reduce the scope of or eliminate certain research and development programs; * obtain funds through arrangements with collaborators or others on terms unfavorable to us or that may require us to relinquish rights to certain technologies or products that we might otherwise seek to develop or commercialize independently; * monetizing certain of our assets; * pursue merger or acquisition strategies; or * seek protection under the bankruptcy laws of Israel and the United States." SCOTTSDALE VENETIAN: Plan Outline Hearing Begin ----------------------------------------------- Judge George B. Nielsen was slated to convene a hearing on Aug. 1, 2013 at 9:30 a.m. at Courtroom 702 in Phoenix, Arizona, to consider the adequacy of the Disclosure Statement describing Scottsdale Venetian Village, LLC's Plan of Reorganization. As reported by The Troubled Company Reporter on July 8, 2013, the Scottsdale Venetian Village's Plan of Reorganization provides for the payment of outstanding obligations by the proceeds from the continued operation of Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona, and the adjacent Papi Chulo's Mexican Grill & Cantina. With the exception of the Classes 1-A (Allowed Administrative Claims), all the Creditors of the Debtor are impaired under the terms of the Plan. Secured Creditors are impaired because they will be subjected to different treatment than they had originally contracted for with the Debtor. Unsecured Creditors will be impaired because they will be subject to different treatment than they originally contracted for. A full-text copy of the Disclosure Statement, dated June 19, 2013, is available for free at: http://bankrupt.com/misc/SCOTTSDALEds0619.pdf About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., and Wesley D. Ray at Polsinelli Shughart, P.C., in Phoenix. Charles B. Foley, CPA, PLLC serves as the Debtor's accountant. SCOTTSDALE VENETIAN: Can Use ADOR Cash Collateral Thru July 31 -------------------------------------------------------------- Judge George B. Nielsen approved the stipulation between Scottsdale Venetian Village, LLC and the Arizona Department of Revenue for the Debtor's use of a limited amount of ADOR's Cash Collateral through July 31, 2013, 5:00 p.m. MST, in accordance with a prepared budget. Otherwise, the Debtor's access to the Cash Collateral may terminate earlier than July 31 upon (i) the conversion of the Debtor's bankruptcy case to a case under Chapter 7 of the Bankruptcy Code, or (ii) the appointment of a trustee or examiner or other representative with expanded powers for the Debtor. ADOR has a $294,581 tax claim against the Debtor. In relation to this, ADOR has a valid and perfected security interest in all of the Debtor's assets other than real property. In exchange for the Cash Collateral access, ADOR is granted, as adequate protection for its interests in the Prepetition Collateral, continuing valid and perfected security interests in all of the Debtor's assets. Barbara C. Klabacha, Esq., Assistant Attorney General, represent the Arizona Department of Revenue. About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., and Wesley D. Ray at Polsinelli Shughart, P.C., in Phoenix. Charles B. Foley, CPA, PLLC serves as the Debtor's accountant. The Plan of Reorganization provides for the payment of outstanding obligations by the proceeds from the continued operation of Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona, and the adjacent Papi Chulo's Mexican Grill & Cantina. SCOTTSDALE VENETIAN: Can Hire Sierra Consulting as Finc'l. Advisor ------------------------------------------------------------------ Scottsdale Venetian Village, LLC sought and obtained authority from the U.S. Bankruptcy Court for the District of Arizona to employ Sierra Consulting Group, LLC. Sierra Consulting is initially expected to perform financial analyses and review of the Debtor's overall historic books and records; and serve as Debtor's financial expert in its bankruptcy proceedings. Sierra will bill standard hourly rate of $95 to $345 for their services. Edward Burr of Sierra Consulting assures the Court that his firm is a "disinterested person" as defined in 11 U.S.C. Sec. 101. Sierra does not hold or represent any interest adverse to the Debtor's estate, he says. About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., and Wesley D. Ray at Polsinelli Shughart, P.C., in Phoenix. Charles B. Foley, CPA, PLLC serves as the Debtor's accountant. The Plan of Reorganization provides for the payment of outstanding obligations by the proceeds from the continued operation of Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona, and the adjacent Papi Chulo's Mexican Grill & Cantina. SCOTTSDALE VENETIAN: Hutchinson Wants to Foreclose on Hotel Assets ------------------------------------------------------------------ First National Bank of Hutchinson asks the U.S. Bankruptcy Court for the District of Arizona to lift the automatic stay to allow it to exercise its rights against Scottsdale Venetian Village, LLC's interest in the real property known as the Days Hotel located on the Northeast corner of Scottsdale and Chaparral Roads in Scottsdale, Arizona -- including, but not limited to, foreclosing the lien of its deed of trust via a trustee's sale. First National, as a lender to the Debtor, asserts that it has a lien on all Cash Collateral which includes revenue generated by Days Hotel. The Lender complains that its interest in the Cash Collateral is not adequate protected as the Debtor lost $100,000 in April and May 2013 and may lose another $200,000 between June and August 2013. The Lender adds that the Debtor's management is not qualified to continue managing the Hotel Property, and that the Debtor is not diligently proceeding with its reorganization. The Lender further asserts that there is no equity in the Property for the estate and it is not necessary for an effective reorganization. Josh Kahn, Esq., and William Scott Jenkins, Jr. of Ryley Carlock & Applewhite serve as attorneys for First National Bank of Hutchinson. Debtor Responds The Debtor argues that the Lender's interest in the Property are more than adequately protected by an equity cushion in the value of the Lender's alleged collateral, the Debtor's management and preservation of the assets alleged to be subject to the Lender's lien, a replacement lien on postpetition assets and monthly payments of $5,500. Furthermore, the Debtor believes that it has equity on the Property, and there can be no debate that the Property is necessary to an effective reorganization. Accordingly, the Debtor asks the Court to deny the Lender's Lift Stay Motion in all respects. About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., at Polsinelli Shughart, P.C., in Phoenix. The Plan of Reorganization provides for the payment of outstanding obligations by the proceeds from the continued operation of Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona, and the adjacent Papi Chulo's Mexican Grill & Cantina. SOLERA HOLDINGS: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Solera Holdings LLC 216 East 53rd Street New York, NY 10022 Bankruptcy Case No.: 13-12398 Chapter 11 Petition Date: July 23, 2013 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 12 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nysb13-12398.pdf The petition was signed by Rufino Lopez, managing member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Rufino Lopez 13-23188 07/16/13 SMART TECHNOLOGIES: S&P Rates $125MM Sr. Secured Term Loan 'BB-' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' long- term corporate credit rating on Calgary, Alta.-based interactive display provider SMART Technologies Inc., following the company's announcement that it has entered into a new US$125 million term loan and US$50 million ABL. The outlook is stable. Standard & Poor's also assigned its 'BB-' issue-level rating and '1' recovery rating to the company's US$125 million senior secured term loan. The '1' recovery rating indicates S&P's expectation of very high (90%-100%) recovery for creditors in the event of a default. S&P expects the company to use proceeds of the offering along with surplus balance-sheet cash to repay its first-lien credit facility. As a result, Standard & Poor's withdrew its 'B' issue rating and '4' recovery rating on the existing term loan and revolver. SMART's refinancing transaction materially reduces adjusted debt, alleviates refinancing risk, and improves financial flexibility. Although adjusted debt-to-EBITDA improves relative to S&P's previous expectations, leverage remains high given limited near- term earnings visibility amid heightened competition from alternative interactive display technologies and continued school- board funding constraints. "The ratings on SMART reflect Standard & Poor's assessment of the company's weak business risk profile and our expectation that the company will maintain credit metrics consistent with an aggressive financial risk profile over the next year," said Standard & Poor's credit analyst David Fisher. SMART is a leading provider of touch-sensitive interactive whiteboards (IWB) and related interactive display technologies, interactive response systems, and ancillary software, primarily targeting the kindergarten to grade 12 school education market. The company develops, assembles, and markets hardware and software products that enable group collaboration and interactive learning by both local and remote participants. SMART pioneered the IWB product category and remains a global market share leader according to Futuresource Consulting Ltd. For the 12 months ended March 31, 2013, the company reported revenue and adjusted EBITDA of US$589 million and US$49 million, respectively. The stable outlook reflects S&P's expectation that SMART will generate EBITDA in the range of US$50 million-US$60 million in the next 12 months resulting in adjusted debt-to-EBITDA in the 4x area, which is commensurate with the ratings. S&P could lower the ratings if trailing 12-month EBITDA declines materially below US$50 million. S&P believes this could occur if SMART is unable to effectively respond to the technological shift in interactive display technologies, or if school board funding constraints and pricing pressures increase more than we expect. While unlikely in the near term, S&P could raise the ratings if adjusted debt-to-EBITDA improves to the mid-3x area on a sustained basis. Under this scenario, S&P would expect to have reasonable near-term earnings visibility combined with evidence that the company's efforts to diversify its earnings streams were achieving success. SPEEDWAY PLAZA: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: Speedway Plaza, LLC 170 Country Estates Circle Reno, NV 89511 Bankruptcy Case No.: 13-51465 Chapter 11 Petition Date: July 23, 2013 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Mike K. Nakagawa Debtor's Counsel: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 6151 Lakeside Dr, Ste 2100 Reno, NV 89511 Tel: (775) 786-7600 Fax: (775) 786-7764 E-mail: steve@harrislawreno.com Scheduled Assets: $770,000 Scheduled Liabilities: $1,195,356 A copy of the Company's list of its three unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nvb13-51465.pdf The petition was signed by Matthew Berry, manager. STRATFORD HOSPITALITY: Case Summary & Creditors List ---------------------------------------------------- Debtor: Stratford Hospitality, LLC dba Stratford Hotel & Conference Center 225 Lordship Boulevard Stratford, CT 06615 Bankruptcy Case No.: 13-51168 Chapter 11 Petition Date: July 26, 2013 Court: U.S. Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: Matthew K. Beatman, Esq. ZEISLER AND ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 E-mail: MBeatman@zeislaw.com - and ? James Berman, Esq. ZEISLER AND ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 E-mail: jberman@zeislaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 19 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ctb13-51168.pdf The petition was signed by Kirit Panchamia, member. T-REX PRODUCTS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: T-Rex Products Incorporated 7920 Airway Rd #A6 San Diego, CA 92154 Bankruptcy Case No.: 13-07362 Chapter 11 Petition Date: July 20, 2013 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Christopher B. Latham Debtor's Counsel: John Bauer, Esq. Financial Relief Legal Advocates, Inc. 1047 N. Antonio Circle Orange, CA 92869 Tel: (714) 319-3446 E-mail: JOHNBHUD@aol.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/casb13-7362.pdf The petition was signed by David Hanono, president. THE C-NOTE: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: The C-Note Club, LLC 203 Parkwood Lane Edgewater, FL 32132 Bankruptcy Case No.: 13-04463 Chapter 11 Petition Date: July 22, 2013 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Jerry A. Funk Debtor's Counsel: G.W.S. Simpson, III, Esq. G.W.S. SIMPSON III, P.A. 431 Canal Street, Suite A New Smyrna Bch, FL 32168 Tel: (386) 427-2360 E-mail: bknsbsimpson@aol.com Scheduled Assets: $1,089,600 Scheduled Liabilities: $600,016 The Company's list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by Vincent Congialdi, manager. TRUE RELIGION: Moody's Lowers Rating on 1st Lien Loan to 'B2' ------------------------------------------------------------- Moody's Investors Service downgraded True Religion Apparel, Inc.'s first lien term loan due 2019 (was 2020) to B2 from B1. The rating on True Religion's second lien term loan was affirmed at Caa1. True Religion's B2 Corporate Family Rating was affirmed, and the outlook remains stable. The downgrade of the first lien term loan reflects that the loan was upsized to $400 million from $375 million and the second lien term loan was reduced to $85 million from $110 million. In addition there will be a $10 million draw on a revolver which increased to $60 million from $50 million. As a result of the upsized asset-based revolver, which has a first lien on accounts receivable and inventory, and the reduction in credit support from the downsized second lien term loan, Moody's expectations for recovery for the first lien term loan in a default scenario have reduced. Total debt is slightly higher, due to the expected draw under the ABL. While this is a slight credit negative, it does not have an impact on the company's B2 rating or stable outlook. The following ratings were affirmed and LGD assessments amended: True Religion Apparel, Inc. Corporate Family Rating at B2 Probability of Default Rating at B2-PD $85 million Second lien term loan due 2020 (was 2021) at Caa1 (LGD 5, 89%) from Caa1 (LGD 5, 87%) The following ratings were downgraded: $400 million first lien term loan due 2019 (was 2020) to B2 (LGD 3, 44%) from B1 (LGD 3, 41%) Ratings Rationale: True Religion's B2 rating reflects the company's limited scale and its narrow focus in the premium denim category. Moody's believes the premium denim category appeals to a limited portion of the overall population, and is subject to significant fashion risks. The rating also reflects the company's relatively limited track record, having been founded in 2003. The ratings take into consideration True Religion's generally consistent execution, evidenced in its high operating margins. Moody's also believes there are opportunities for the company to achieve cost savings as a private company as well as through steps to improve the operating efficiencies of its international business. Moody's expects leverage to be moderate with debt/EBITDA in the mid five times range, pro-forma for cost savings as a private company and the termination of its contract with its founder. The rating also reflects Moody's expectation the company will maintain a good liquidity profile. The B2 rating assigned to the proposed first lien term loan reflects its second lien position on the company's accounts receivable and inventory (the company's $60 million asset based revolver will have a first lien on this collateral) and a first lien on substantially all other domestic assets. The rating outlook is stable, reflecting expectations the company will substantially achieve its cost savings goals. Moody's also expects other actions intended to provide revenue stability, such as a greater focus on more basic and less fashion sensitive products, should enable it to maintain stable operating earnings. While the company's results in any short term period could be influenced by fashion trends, Moody's expects that better inventory management and some greater focus on core styles should help to minimize volatility over time. In view of the company's limited scale and narrow product focus, an upgrade would require the company to maintain stronger financial metrics than similar rated peers. Quantitatively, the company would need to sustain debt/EBITDA below 4.5 times and with interest coverage approaching the mid two times range. The company would need to maintain healthy operating margins and continue to demonstrate stability in operating performance. Ratings could be downgraded if the company were to experience negative trends in revenues and weakness in operating margins. This would indicate there have been meaningful negative trends in the premium denim market and/or the company was losing market share. Quantitatively, ratings could be downgraded if debt/EBITDA was sustained above 6 times or interest coverage fell below 1.5 times. Ratings could also be lowered if the company's financial policies were to become more aggressive or if liquidity were to become constrained. True Religion Apparel, Inc. ("True Religion") designs, manufactures and markets denim, sportswear and accessories for men, women and children under the "True Religion" brand. The company's products are sold in the company's branded retail and outlet stores as well as contemporary department stores and boutiques in 61 countries. As of June 30, 2013, the Company operated 130 stores in the U.S. and 33 international stores. Fiscal 2012 revenues were $467 million. True Religion is a private company, controlled by TowerBrook Capital Partners. The principal methodology used in this rating was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. WHEELER RENTAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Wheeler Rental & Mobile Home Sales, LLC 2278 Twin Creek Lane Newcastle, OK 73065 Bankruptcy Case No.: 13-13303 Chapter 11 Petition Date: July 22, 2013 Court: U.S. Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Sarah A. Hall Debtor's Counsel: O. Clifton Gooding, Esq. THE GOODING LAW FIRM 650 City Place Building 204 N Robinson Avenue Oklahoma City, OK 73102 Tel: (405) 948-1978 Fax: (405) 948-0864 E-mail: cgooding@goodingfirm.com Scheduled Assets: $0 Scheduled Liabilities: $8,547,266 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/okwb13-13303.pdf The petition was signed by Shana Wheeler, manager. WINDMILL DURANGO: Case Summary & 9 Unsecured Creditors ------------------------------------------------------ Debtor: Windmill Durango Office II, LLC 3275 S. Jones Boulevard, #105 Las Vegas, NV 89146 Bankruptcy Case No.: 13-16523 Chapter 11 Petition Date: July 25, 2013 Court: U.S. Bankruptcy Court District of Nevada (Las Vegas) Judge: Laurel E. Davis Debtor's Counsel: Matthew C. Zirzow, Esq. LARSON & ZIRZOW 810 S. CASINO CENTER BLVD. #101 Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: matt@lzlawnv.com Debtor's Special Corporate and Litigation Counsel: FLANGAS MCMILLAN LAW GROUP Scheduled Assets: $817,652 Scheduled Liabilities: $14,239,365 The petition was signed by Jeff Susa, managing member of IDC Windmill Durango, LLC, the general partner of Windmill Durango, LP, manager and sole member. Debtor's List of Its Nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Valley Enterprises Bldg. Business Expense $2,767 Maintenance P.O. Box 28288 Las Vegas, NV 89126 Lawyer Mechanical Services, Inc. Business Expense $1,658 3036 S. Valley View Boulevard Las Vegas, NV 89102 ABS Systems Business Expense $1,000 4749 W. Post Road Las Vegas, NV 89118 Nevada Illumination, Inc. Business Expense $285 Cummins Rocky Mountain, LLC Business Expense $248 E & E Fire Protection, LLC Business Expense $190 Terminix Commercial Business Expense $104 J & J Services Business Expense $100 Communication Electronic Systems Business Expense $55 YISHLAM INC: Great Central's Bid for SARE Declaration Tossed ------------------------------------------------------------ Bankruptcy Judge Marvin Isgur denied the request of Great Central Mortgage Acceptance Company, Ltd., for an order designating Yishlam, Inc., a "single asset real estate" ("SARE") debtor pursuant to 11 U.S.C. Sec. 101(51B), saying Great Central has failed to meet its burden of proof that the properties satisfy the definition of a SARE. Yishlam filed a chapter 11 petition (Bankr. S.D. Tex. Case No. 13- 32786) on May 6, 2013. Yishlam is a Texas corporation, formed in September of 2006 with the express purpose of purchasing, improving, and developing real estate in the Houston and Galveston area. Yishlam initially owned 57 units in two separate apartment buildings in Galveston, commonly known as the Excelsior and the Colonial. From 2007 to 2012, Yishlam improved the units in these buildings and offered them for sale as condominium conversions. Yishlam was able to sell some of its units, but the majority of Yishlam's assets remain unsold due to the overall real estate market. As of the Petition Date, Yishlam owned 15 units in the Colonial, and 5 units in the Excelsior. The two properties are located within 500 feet of each other. A copy of the Court's July 26, 2013 Memorandum Opinion is available at http://is.gd/TeKwRKfrom Leagle.com. Judge Marvin Isgur in Houston presides over the Chapter 11 case. Matthew Scott Okin, Esq., at Okin & Adams LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated assets of $1 million to $10 million, and debts of $500,001 to $1 million. A list of the Company's 10 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/txsb13-32786.pdf The petition was signed by Mark Blundell, president. YORKSHIRE SUPPLY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Yorkshire Supply, Inc. 8205 Centreville Road Manassas, VA 20111 Bankruptcy Case No.: 13-13373 Chapter 11 Petition Date: July 22, 2013 Court: U.S. Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Brian F. Kenney Debtor's Counsel: Scott J. Newton, Esq. STEPHENS, BOATWRIGHT, COOPER & COLEMAN 9255 Lee Avenue Manassas, VA 20110 Tel: (703) 361-8246 Fax: (703) 361-4171 E-mail: newton@manassaslaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/vaeb13-13373.pdf The petition was signed by Timothy C. Colgan, president. YRC WORLDWIDE: Moody's Changes Outlook on Caa3 CFR to Positive -------------------------------------------------------------- Moody's Investors Service has affirmed the ratings of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. YRCW has a Speculative Grade Liquidity Rating of SGL-3. Ratings Rationale: The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment. This supports Moody's expectations for continued steady but slow growth in revenue and profitability over the near term, and increases the likelihood that the company will be able to obtain refinancing that is needed to address sizeable debt maturities through 2015. However, Moody's does not believe it is likely that the company will be able to reduce its debt materially over the next few years. As such, YRCW's ratings continue to be constrained by persistently elevated leverage that is legacy to the company's 2011 restructuring. With over $1.35 billion in funded debt as of March 31, 2013, YRCW remains heavily leveraged, as Debt to EBITDA is estimated at over 8 times. Although operating margins have improved, interest coverage remains weak: Funds from Operations (FFO) plus Interest to Interest is estimated at approximately 1.4 times, while EBIT to Interest is less than 1.0 time. However, this does reflect slow but steady improvement, as YRCW's operating margins have turned positive starting in late 2012 for the first time since 2008, led by the return of its national LTL business YRC Freight to profitability. Going forward, Moody's expects that slow but steady gains in the LTL sector pricing and volume will allow YRCW to maintain low single-digit operating margins. This will likely effect modest improvements in leverage and interest coverage over the near term. However, Moody's does not expect metrics to improve more materially until further deleveraging can be achieved. Nonetheless, YRCW's improvements in operating performance are an important factor in offsetting increasing risks associated with a heavy level of debt maturities. The company faces approximately $1 billion of funded debt that will come due in 2014 and 2015 -- an amount well in excess of its current liquidity sources. This will remain a key constraint on ratings until the company can show it is able to re-finance these maturities in a manner that does not result in a distressed exchange of existing debt. The Caa3 corporate family rating is one notch below YRCW's Probability of Default Rating ('PDR'), reflecting Moody's assessment that debt holders would experience substantial loss in the event of a future default. In addition to funded debt, YRCW has substantial debt and pension liabilities that are considered in recovery analysis per Moody's Loss Given Default (`LGD') methodology. Pension liabilities alone (both multi-employer pension plan as well as company-sponsored plan) represent almost one-half of the liabilities considered in YRCW's LGD waterfall. Because of the sizeable liability implied by these plans, Moody's uses a 35% family recovery assumption in the application of the LGD methodology towards YRCW's ratings. YRCW's Speculative Grade Liquidity Rating of SGL-3 reflects Moody's assessment of the company's liquidity as adequate to meet the company's near term operating and investing needs, but also recognizes the challenges associated with the company's sizeable near term debt maturities. The company carries a substantial cash balance (approximately $182 million of unrestricted cash as of March 2013). However, YRCW has only limited access to its $400 million borrowing based accounts receivable securitization facility due September 2014 ("ABL Facility"). As of March 2013, it is estimated that only approximately $32 million was available on a borrowing base of approximately $359 million. It should be notes that this calculation is based on first quarter receivables, which typically represents the seasonal low point. It is expected that, as revenues improve, the ABL facility's borrowing base will likewise grow and provide incremental liquidity for the company. Moody's expects that the company will remain in compliance with financial covenants prescribed under this facility over the near term. Free cash generation is expected to remain negative, or close to breakeven, through 2013 and 2014. This assumes that the company maintains modest positive operating margins over this period, due to modest revenue and yield growth over the near term. Such a trend will be an important factor in the company's ability to meet fleet and network investments, which are expected to increase over the next few years after several years in which capital spending had been held at minimal levels. Moody's cites YRCW's scheduled debt maturities as a key constraint on its liquidity. As YRCW's existing sources of liquidity are not sufficient to cover approximately $400 million of debt coming due in 2014, the company will need to demonstrate progress in refinancing scheduled debt maturities over the near term, absent which the Speculative Grade Liquidity Rating could be lowered. The positive ratings outlook reflects Moody's belief that the company will be able to generate modest, but positive operating income through 2014, which will result in the generation of operating cash flow that will cover a substantial portion of YRCW's planned capital spending. The outlook also assumes that the company will begin to address near term debt maturities over the near term. Ratings could be raised if, while maintaining operating margins of at least 3%, the company shows significant progress towards refinancing the debt that will mature through 2015. Debt to EBITDA below 8 times and EBIT to Interest approaching 1.0 times will also support upward ratings consideration. Ratings could be lowered if the company were instead to face difficulty in refinancing near term maturities. A downgrade could also be warranted if the company were to report repeated operating losses or if revenue levels dramatically fall over the near term, possibly resulting in a tightening in liquidity due to a reduction in cash reserves, or increasing borrowings under the ABL facility. A downgrade could also occur if liquidity is further stressed by the potential for breach of financial covenants prescribed under the company's term loan facility, which tighten in 2014. Issuer: YRC Worldwide Inc. Outlook, Changed To Positive from Stable Affirmations: Issuer: YRC Worldwide Inc. Probability of Default Rating, Affirmed Caa2-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed Caa3 Senior Unsecured Conv./Exch. Bond/Debentures, Affirmed Ca The principal methodology used in this rating was the Global Surface Transportation and Logistics Companies Industry Methodology published in April 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. YRC Worldwide Inc. operates through two less-than-truckload (LTL) business segments, YRC Freight, which comprises the national, long-haul operations, and YRC Regional Transportation, a regional LTL business that comprises primarily the Holland, Reddaway, and New Penn operations. ZENITH NATIONAL: S&P Keeps BB+ Rating & Alters Outlook to Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'BB+' counterparty credit rating on California-based insurer Zenith National Insurance Corp. and its 'BBB+' counterparty credit and insurer financial strength ratings on its core subsidiaries. At the same time, S&P revised the outlook to stable from positive. "The ratings reflect our view that the company is strategically important to Fairfax Financial Holdings Ltd. (FFH) and therefore, receive two notches of support," said Standard & Poor's credit analyst Patricia Kwan. On a stand-alone basis, the ratings are based on Zenith's satisfactory business risk profile (BRP) and lower adequate financial risk profile (FRP), built on a limited competitive position and weak operating earnings. Standard & Poor's applies standard notching between the rating on the operating companies and the rating on the holding company. This reflects the holding company's dependence on dividends from its operating subsidiaries, as well as the regulator's ability to prohibit those dividends. The stable outlook reflects S&P's view that Zenith's capital adequacy remains in the 'BBB' range. S&P also anticipates the company maintaining operating performance consistent with its base-case scenario, and a competitive position of at least adequate. S&P might lower the ratings if: -- Capital adequacy deteriorated to weak for a prolonged period; -- Earnings weakened to substantially less than S&P's base-case assumptions, preventing the group from sustaining capital consistent with the 'BBB' rating; or -- Zenith's group status changed to lower than strategically important to FFH. S&P could consider a positive rating action if there is a change in group status or an upgrade to FFH's group credit profile. * Bankruptcy Filings Down 13 Percent in June 2013 ------------------------------------------------- Bankruptcy filings for the 12-month period ending June 30, 2013, fell 13 percent when compared to bankruptcy filings for the 12- month period ending June 30, 2012, according to statistics released by the Administrative Office of the U.S. Courts. June 2013 bankruptcy filings totaled 1,137,978, compared to 1,311,602 bankruptcy cases filed in the 12-month period ending June 2012. his is the lowest total for bankruptcy filings in any 12-month period since the one ending Dec. 31, 2008. A table of Business and Nonbusiness Cases Commenced, by Chapter of the Bankruptcy Code, During the 12?Month Period Ending June 30, 2013, is available at http://is.gd/bueqQPand During the 3?Month Period Ending June 30, is available at http://is.gd/P6YzhH * BOOK REVIEW: The Oil Business in Latin America: The Early Years ----------------------------------------------------------------- Author: John D. Wirth Ed. Publisher: Beard Books Softcover: 282 pages List price: $34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at http://is.gd/DvFouR This book grew out of a 1981 meeting of the American Historical Society. It highlights the origin and evolution of the state- owned petroleum companies in Argentina, Mexico, Brazil, and Venezuela. Argentina was the first country ever to nationalize its petroleum industry, and soon it was the norm worldwide, with the notable exception of the United States. John Wirth calls this phenomenon "perhaps in our century the oldest and most celebrated of confrontations between powerful private entities and the state." The book consists of five case studies and a conclusion, as follows: * Jersey Standard and the Politics of Latin American Oil Production, 1911-30 (Jonathan C. Brown) * YPF: The Formative Years of Latin America's Pioneer State Oil Company, 1922-39 (Carl E. Solberg) * Setting the Brazilian Agenda, 1936-39 (John Wirth) * Pemex: The Trajectory of National Oil Policy (Esperanza Duran) * The Politics of Energy in Venezuela (Edwin Lieuwen) * The State Companies: A Public Policy Perspective (Alfred H. Saulniers) The authors assess the conditions at the time they were writing, and relate them back to the critical formative years for each of the companies under review. They also examine the four interconnecting roles of a state-run oil industry and distinguish them from those of a private company. First, is the entrepreneurial role of control, management, and exploitation of a nation's oil resources. Second, is production for the private industrial sector at attractive prices. Third, is the integration of plans for military, financial, and development programs into the overall industrial policy planning process. Finally, in some countries is the promotion of social development by subsidizing energy for consumers and by promoting the government's ideas of social and labor policy and labor relations. The author's approach is "conceptual and policy oriented rather than narrative," but they provide a fascinating look at the politics and development of the region. Mr. Brown provides a concise history of the early years of the Standard Oil group and the effects of its 1911 dissolution on its Latin American operations, as well as power struggles with competitors and governments that eventually nationalized most of its activities. Mr. Solberg covers the many years of internal conflict over oil policy in Argentina and YPF's lack of monopoly control over all sectors of the oil industry. Mr. Wirth describes the politics and individuals behind the privatization of Brazil's oil industry leading to the creation of Petrobras in 1953. Mr. Duran notes the wrangling between provinces and central government in the evolution of Pemex, and in other Latin American countries. Mr. Lieuwin discusses the mixed blessing that oil has proven for Venezuela., creating a lopsided economy dependent on the ups and downs of international markets. Mr. Saunders concludes that many of the then-current problems of the state oil companies were rooted in their early and checkered histories." Indeed, he says, "the problems of the past have endured not because the public petroleum companies behaved like the public enterprises they are; they have endured because governments, as public owners, have abdicated their responsibilities to the companies." John D. Wirth is Gildred Professor of Latin American Studies at Standford University. ********* 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 ***