/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130821.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 21, 2013, Vol. 17, No. 231 Headlines 1250 OCEANSIDE: RE Firm to Control Hokuli'a on Bankruptcy Exit 3460RJS INC: Case Summary & 6 Unsecured Creditors 56 WALKER: Plan Filing Deadline Extended to Aug. 23 ADT CORP: Moody's Assigns Ba2 CFR & Lowers Sr. Notes Rating to Ba2 AGFEED INDUSTRIES: Seeks to Pay $655,000 Bonuses to Key Employees AGFEED INDUSTRIES: Seeks More Time to File Schedules & Statements AGFEED INDUSTRIES: Seeks to Employ Young Conaway as Counsel AGFEED INDUSTRIES: Taps Foley & Lardner as Special Counsel AMERICAN AIRLINES: APA Chastizes Texas AG for Role in Merger Suit AMT INDUSTRIES: Huakan Initiates Legal Action Following Default ANCHOR BANCORP: Voluntary Chapter 11 Case Summary APERION COMMUNITIES: Can Employ Forakis Law as Attorney APERION COMMUNITIES: Files Schedules of Assets and Liabilities ARCAPITA BANK: Linklaters Work Expanded to Include EuroLog ARCAPITA BANK: Liquidation Procedures for Non-Eligible Securities ARI-RC 3: U.S. Bank Wants Case Dismissal ARI-RC 3: Sec. 341 Creditors' Meeting Rescheduled to Sept. 10 ATLANTIC CITY, N.J.: Struggles w/ Competition for Gambling Revenue ATLANTIC COAST: Incurs $1.5 Million Net Loss in Second Quarter BAM ENTERPRISES: Case Summary & 5 Unsecured Creditors BELLA VISTA: Case Summary & 6 Unsecured Creditors BEN ENNIS: Can Employ Lang Richert as General Bankruptcy Counsel BIOLASE INC: Wohl & Fruchter Mulls Securities Lawsuit CAPABILITY RANCH: Wants to Hire Marquis Aurbach as Counsel CASCADE AG: Can Use Cash Collateral Until Asset Sale Closes CATHERINE BRAND: Case Summary & 6 Unsecured Creditors CENGAGE LEARNING: Committee Taps FTI as Financial Advisor CENGAGE LEARNING: Committee Retains Moelis as Investment Banker CENTAUR LLC: Ch. 11 Trustee Can Pursue $11MM Avoidance Action CENTERPOINT ENERGY: Moody's Ups Preferred Shelf Rating to (P)Ba2 CHA CHA ENTERPRISES: Can Employ Felderstein Fitzgerald as Counsel CHA CHA ENTERPRISES: Can Employ Thomas Lewis as Special Counsel CHEYENNE HOTEL: Court Confirms Third Amended Plan CINCINNATI BELL: S&P Retains 'BB-' Rating on Term Loan B CLARK CABLE: Case Summary & 20 Largest Unsecured Creditors COLOREP INC: $2.5MM DIP Loan From Meserole Has Final Approval COMMONWEALTH BIOTECH: HedgePath Completes Reorganization Plan CORNERSTONE HOMES: Can Employ Davidson Fink as Counsel CORNERSTONE HOMES: U.S. Trustee Forms Three-Member Creditors Panel CORNERSTONE HOMES: U.S. Trustee Objects to Disclosure Statement D&L ENERGY: Has Until Nov. 12 to Decide on Unexpired Leases DCS BUSINESS: Moody's Affirms 'B2' Corp. Family Rating DESIGNLINE CORPORATION: Files for Chapter 11 in Delaware DESIGNLINE CORPORATION: Case Summary & Creditors List DETROIT, MI: Can Employ Kurtzman Carson as Noticing Agent DONKATE LLC: Updated Case Summary & Creditors' Lists EAST COAST BROKERS: Farmland, Red Rose Inn Sold at Auction EASTMAN KODAK: Bankruptcy Court Confirms Plan of Reorganization EASTMAN KODAK: Corrects List of Director Selections for Board EASTMAN KODAK: Seeks Court Approval to Assume 173 Contracts EASTMAN KODAK: Court Approves Eastman Business Park Deal ENGILITY CORP: S&P Withdraws 'BB-' CCR Following Debt Repayment EVERGREEN BEHAVIORAL: Case Summary & Creditors List EXCEL MARITIME: Objects to Panel's Bid to Terminate Exclusivity FIRST DATA: Incurs $189.1 Million Net Loss in Second Quarter FLORIDA GAMING: Lender Dispute Prompts Bankruptcy Filing GELT PROPERTIES: PRO Capital Wants to Foreclose on Tax Lien Certs GENERAL AUTO: Motion to Reconsider Plan Confirmation Denied GENERAL AUTO: January Hearing on Bid to Disqualify Tonkon Torp GUITAR CENTER: Reports $8.5 Million Net Loss in Second Quarter HARMONY FOODS: Moody's Withdraws B3 CFR After Company Sale HARRISBURG, PA: AG Takes Up Harrisburg Incinerator Investigation HAWKER BEECHCRAFT: Reorg Co. Aims to Shed Jet Business by Year End HEALTH MANAGEMENT: Fitch Assigns 'BB-' Issuer Default Rating HEDGELAND ENTERPRISES: Case Summary & 9 Largest Unsec. Creditors HI-WAY EQUIPMENT: Plan Filing Period Extended Until Oct. 15 HI-WAY EQUIPMENT: Committee Can Retain Shannon Gracey as Counsel ISC8 INC: PFG Extends Forbearance Period Until September 20 J & J DEVELOPMENTS: Trustee Seeks to Convert Case to Chapter 7 JEWISH COMMUNITY: Court Resets Confirmation Hearing to Aug. 26 K-V PHARMACEUTICAL: Asks for 4th Extension of Plan Exclusivity K-V PHARMACEUTICALS: Creditors Slam Bondholders' Bid for Interest KEYSTONE AUTOMOTIVE: S&P Assigns 'B' Corp. Credit Rating LANDAUER HEALTHCARE: Case Summary & 30 Unsecured Creditors LEHI ROLLER MILLS: Sold to KEB for $4.68 Million LEVEL 3: Borrows $815 Million to Prepay Tranche B Term Loan LANDAUER HEALTHCARE: Files for Chapter 11 to Sell to Quadrant LANDAUER HEALTHCARE: Seeks to Use Lenders' Cash Collateral LANDAUER HEALTHCARE: Proposes Epiq as Claims Agent LIFE CARE: Hires Holland & Knight as Compliance Counsel LIFE CARE: Hires Hamlyn as Marketing Consultant MADISON PARK CHURCH: Lawyer Outlines Possible Bondholder Recovery MAGNIFICENT EIGHT: Updated Case Summary & Creditors' Lists MEMPHIS 2006: Voluntary Chapter 11 Case Summary MGM RESORTS: Hikes President's Annual Salary to $1.2 Million MOMENTIVE PERFORMANCE: Incurs $70 Million Net Loss in 2nd Qtr. MOMENTIVE SPECIALTY: Swings to $28 Million Net Loss in 2nd Qtr. MONARCH COMMUNITY: Incurs $824,000 Net Loss in Second Quarter MORTGAGE GUARANTY: Moody's Lifts IFS to Ba3, Stable Outlook MOTORCAR PARTS: Adopts New Form of Stock Option Agreement MPG OFFICE: Brookfield Extends Tender Offer Until August 23 MUNICIPAL MORTGAGE: Steven Bloom Appointed as Director NASSAU TOWER: Court Okays Hiring of Counsel, Realtors NEW PAGE: Stora Enso to Pay $8MM to End Paper Antitrust MDL NORTEL NETWORKS: Units Seek Delay of Trial in $7.5B Cash Row OCD LLC: Asks Court to Dismiss Chapter 11 Case OIL STATES: S&P Puts 'BB+' Corp. Credit Rating on CreditWatch Neg. OMTRON USA: Administrator Seeks Chapter 7 Conversion ORCHARD SUPPLY: Court Approves Lowe's Acquisition Agreement ORCHARD SUPPLY: Lowe's to Acquire 72 Stores for $205 Million OZ GAS: Must File Final Plan and Disclosure Statement by Sept. 23 PATRIOT COAL: UMWA President Lauds Approval of Settlement PEREGRINE FINANCIAL: US Bank Wants to Depose Ex-CEO During Stay PERSONAL COMMUNICATIONS: Selling Biz to Quality One in Chapter 11 PETER DEHAAN: Disclosures Approval Vacated; Changes Ordered PICCADILLY RESTAURANTS: Can Expand Scope of FTI's Employment PLY GEM HOLDINGS: Incurs $50.8 Million Net Loss in Second Qtr. PRM FAMILY: Employs Cavanagh for Non-Bankruptcy Matters PRM FAMILY: Committee Can Retain O'Keefe as Financial Advisor PROGUARD ACQUISITION: Incurs $117,000 Net Loss in Second Quarter RAVENWOOD HEALTHCARE: May Sell Assets to Naples Lending REGIONAL EMPLOYERS: Hangley Aronchick Approved as Counsel RESIDENTIAL CAPITAL: $597MM FGIC Deal Scores NY State Judge's OK REVOLUTIONARY LLC: Case Summary & 2 Unsecured Creditors REVSTONE INDUSTRIES: Rips Creditors' Ch. 11 Plan Over PBGC Claim ROBERTS HOTELS: Muenks to Provide Tax Preparation Services SARKIS INVESTMENTS: Hires Baker Hostetler as General Counsel SARKIS INVESTMENTS: Files Schedules of Assets and Liabilities SAVE MOST: Plan Outline Hearing Continued Until Oct. 2 SAVE MOST: Wants Exclusive Solicitation Period Extended to Dec. 12 SCOOTER STORE: Pact With Creditors Clears Way to Cash Order SCOOTER STORE: Bids Due Sept. 19; Auction Now Set for Sept. 23 SCOOTER STORE: Court Approves Termination of DIP Facility SCOOTER STORE: Guggenheim Replaces Morgan Joseph TriArtisan SHILO INN: Levene Neale Approved as General Bankruptcy Counsel SMBC HEALTHCARE: Liquidating Trustee Balks at Conversion Bid SOTERA DEFENSE: S&P Revises Outlook to Neg. & Affirms 'CCC+' CCR SOUTH FLORIDA SOD: Files List of Top Unsecured Creditors SPRINT CORP: Clearwire Action to Help Boost Small Tower Companies SSI PACIFIC: Case Summary & 5 Unsecured Creditors TEAMWORK RETAIL: Case Summary & 20 Largest Unsecured Creditors TECHPRECISION CORP: In Default of Certain Financial Covenants THORNTON GATEWAY: Voluntary Chapter 11 Case Summary TLO LLC: Can Continue to Use Cash Collateral Until Oct. 31 TLO LLC: Wells Fargo Objects to Bid for Additional DIP Loans TLO LLC: Has Court OK to Employ Bayshore as Investment Banker TROPICANA ENTERTAINMENT: Enters Agreement to Buy Lumiere Hotels TUCSON ELECTRIC: S&P Raises Corp. Credit Rating From 'BB+' TURNKEY METAL: Case Summary & 14 Unsecured Creditors UNITED GILSONITE: Panel Wants Montgomery to Pursue Suit v. D&Os UNIVERSAL HEALTH: Fitch Affirms 'BB' Issuer Default Ratings US XPRESS: Moody's Changes Outlook to Negative & Keeps B3 CFR VANDERRA RESOURCES: Amended Liquidation Plan Declared Effective VILLAGE AT KNAPP'S: Taps Tishkoff & Associates as Counsel VILLAGE AT KNAPP'S: Schedules Filing Deadline Extended to Aug. 27 VILLAGE AT KNAPP'S: Sec. 341(a) Creditors' Meeting on Sept. 4 WEST 380: U.S. Trustee Wants Case Converted to Chapter 7 WILCA CORP.: Case Summary & 22 Largest Unsecured Creditors YPSILANTI SCHOOL: Moody's Affirms 'Ba3' GOULT Rating ZUERCHER TRUST: Ch.11 Trustee Taps Grobstein as Fin'l Advisor * Judge Endorses Use of Fraud Law against Bank of America * Falcone Admits Wrongdoing, Agrees to Five-Year Ban * Fitch Says U.S. P/C Industry Loss Reserves Remain Adequate * Obama Urges Renewed Push for Wall Street Overhaul * Banks Are Falling Short in Planning for the Worst, Fed Says * Neuberger Sees Moderate Economic Growth in Emerging Markets * The Deal Unveils Results of Q2 2013 Bankruptcy League Tables * RealtyTrac Index Shows Metro Area Markets Lead Housing Recovery * UpShot's Electronic Claims Filing Portal Gets Court Approval * Thompson Hine Expands New York Office, Hires Lateral Partners * Upcoming Meetings, Conferences and Seminars ********* 1250 OCEANSIDE: RE Firm to Control Hokuli'a on Bankruptcy Exit -------------------------------------------------------------- Patrick Fitzgerald, writing for DBR Small Cap, reported that the developer behind the long-stalled Hawaii development project known as Hokuli'a filed its plan to exit bankruptcy protection that hands control of the project to SunChase Holdings, a California real-estate investment firm. About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replace the law firm of Gelber, Gelber & Ingersoll as general counsel. A creditors committee has not been appointed. James A. Wagner, Esq., at Wagner Choi & Verbrugge, represents Sun Kona Finance I, LLC and Sun Kona Finance II, LLC, as counsel. 3460RJS INC: Case Summary & 6 Unsecured Creditors ------------------------------------------------- Debtor: 3460RJS, Inc. P.O. Box 357475 Gainesville, FL 32635 Bankruptcy Case No.: 13-10268 Chapter 11 Petition Date: August 13, 2013 Court: United States Bankruptcy Court Northern District of Florida (Gainesville) Judge: Karen K. Specie Debtor's Counsel: Kevin B. Paysinger, Esq. BANKRUPTCY LAW FIRM OF LANSING J. ROY 1710 Shadowood Lane, Suite 210 Jacksonville, FL 32207 Tel: (904) 391-0030 x152 Fax: (904) 391-0031 E-mail: kpaysinger@jacksonvillebankruptcy.com Scheduled Assets: $844,048 Scheduled Liabilities: $1,584,891 A copy of the list of six largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb13-10268.pdf The petition was signed by Ronald J. Shema, president. 56 WALKER: Plan Filing Deadline Extended to Aug. 23 --------------------------------------------------- 56 Walker LLC sought and obtained an extension until Aug. 23, 2013, of the deadline to file its Chapter 11 plan and disclosure statement. 56 Walker LLC, the owner of a six-story building at 56 Walker Street in the Tribeca section of Manhattan, returned to Chapter 11 (Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time aiming for a $23 million sale to pay off about $14 million in mortgages and $2 million in unsecured debt. The Debtor scheduled assets of $23,000,000 and liabilities of $15,996,104. Judge Shelley Chapman was initially assigned to the case but the case was transferred to Judge Allan L. Gropper. Erica Feynman Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel. The previous Chapter 11 case began in September 2011 and was dismissed in August 2012 when the bankruptcy judge refused to approve a settlement. ADT CORP: Moody's Assigns Ba2 CFR & Lowers Sr. Notes Rating to Ba2 ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings on The ADT Corporation's senior unsecured notes to Ba2 from Baa2. Concurrently, Ba2 Corporate Family and Ba2-PD Probability of Default ratings were assigned. The Prime-2 short-term commercial paper rating was withdrawn and a Speculative Grade Liquidity rating of SGL-1 was assigned. The ratings outlook is stable. This concludes the review for downgrade initiated on July 31, 2013 following ADT's announcement that it intends to raise target leverage to 3x debt/EBITDA over time. Ratings assigned: Corporate Family Rating, Ba2 Probability of Default Rating, Ba2-PD Speculative Grade Liquidity Rating, SGL-1 Ratings downgraded (and Loss Given Default assessments assigned): $750 million senior unsecured notes due 2017, to Ba2 (LGD4, 53%) from Baa2 $1 billion senior unsecured notes due 2022, to Ba2 (LGD4, 53%) from Baa2 $700 million senior unsecured notes due 2023, to Ba2 (LGD4, 53%) from Baa2 $750 million senior unsecured notes due 2042, to Ba2 (LGD4, 53%) from Baa2 Rating withdrawn: Commercial Paper short-term rating, Prime-2 Ratings Rationale: The downgrade in ADT's senior unsecured notes rating to Ba2 and assignment of a Ba2 CFR reflects not only rising financial leverage, but an unusual fluidity in financial policies. ADT's latest leverage target represents the third financial policy within the past year and the second public increase in target leverage since the spin-off from Tyco in September 2012. "Given the competitive risks and investment needs ADT is facing, we consider financial policies evolving towards higher leverage to be more consistent with a speculative grade profile", stated Moody's analyst Suzanne Wingo. The downgrade further considers an expected increase in acquisition activity and the financial risks associated with buying customer accounts and operations from competitors. ADT's ratings benefit from the predictability and stability of annuity-like revenues and cash flows provided by subscriber contracts, subject to expectations about attrition rates. ADT is the market leader in the residential alarm monitoring space in North America with about a 25% market share. This market is highly fragmented and the next largest competitor generates less than one-sixth of ADT's alarm monitoring revenue. However, new competitors such as wireless and cable companies are expanding their presence in monitoring services; bundled packages could lead to pricing pressure and promotional discounts over time. Moody's believes the penetration of interactive services is also growing, but evolving technology presents risk that could require incremental investments. The SGL-1 Speculative Grade Liquidity rating reflects Moody's expectation that ADT will maintain a very good liquidity profile, supported by strong cash flow generation and large revolver availability. Moody's expects ADT to generate at least $300 million of free cash flow over the next year, even with net attrition in the 13-14% range and organic account growth of 4-5%. About $675 million will be available on the $750 million revolver at fiscal year-end and Moody's expects the outstanding balance, used for an acquisition, to be repaid quickly. The stable outlook reflects Moody's expectation that ADT will maintain very good liquidity, pay reasonable multiples for acquisitions, and successfully integrate acquisitions into operations. The ratings could be downgraded if debt / EBITDA exceed 3.5x, debt / RMR is sustained above 22x, attrition rates or dealer multiples increase materially, or liquidity deteriorates. While not expected in the near term, the ratings could be upgraded if the company demonstrates a commitment to more conservative financial policies, including debt / EBITDA sustained below 2.5x and debt / RMR below 18x. Attrition rates and pricing would also need to be maintained at levels such that levered steady state free cash flow to debt approaches 20% and take rates on interactive services reaches industry averages. The principal methodology used in this rating was the Global Business & Consumer Service Industry published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. The ADT Corporation (NYSE: ADT) is a leading provider of electronic security, interactive home and business automation and monitoring services for residences and small business in the US and Canada. ADT has over 6.5 million subscribers and annual revenues in excess of $3 billion. AGFEED INDUSTRIES: Seeks to Pay $655,000 Bonuses to Key Employees ----------------------------------------------------------------- AgFeed USA, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to pay bonuses in the maximum amount of approximately $655,532 to certain key executives and employees. The Debtors seek authority to honor their obligations in connection with certain key executive employment and incentive agreements with Edward Pazdro, Chief Accounting Officer, and Gerard R. Daignault, Chief Financial Officer. Mr. Pazdro will be paid an amount equal to 12 months' salary of his then-current or most recent base salary upon a sale event. Mr. Daignault, upon a sale event, will be paid an amount equal to six months' salary of his then-current or most recent base salary. The Debtors also ask the Court to approve their key executive incentive plan (KEIP) and key manager incentive plan (KMIP) for four employees, which are both designated to optimize the value received by the Debtors' estates from any proposed sales. The KEIP covers two of the Debtors' executive officers. Upon the successful consummation and closing of the sale or series of sales of the assets of AgFeed USA, the KEIP participants would each be entitled to a one-time payment of $10,000. Upon the successful completion of any wind down tasks as management directs and their termination, the KEIP Participants will each be entitled to a one- time payment equivalent to six months' salary. The KMIP covers to non-insider management level employees. The KMIP Participants would be each entitled to a one-time payment of $10,000 upon the successful consummation and closing of a sale of a series of sales of AgFeed USA's assets. Moreover, to incentive their employees to achieve higher performance levels and to retain their workforce, the Debtors seek authority to pay earned bonus program holdbacks to certain key executives. The KEIP Participants have unpaid prepetition earned bonus program holdbacks in the aggregate amount of $10,532. According to Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, the skills, knowledge and motivation of the participants are essential to meeting the Debtors' budget, preserving the going concern value of the Debtors' businesses, and achieving the highest or otherwise best possible value for the Debtors' business through a sale. The Debtors are also represented by Robert S. Brady, Esq., Robert F. Poppiti, Jr., and Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. About Agfeed Industries AgFeed Industries, formerly known as M2 P2, LLC, is an international agribusiness with operations in the U.S. and China. AgFeed has two business lines: animal nutrition in premix, concentrates and complete feeds and hog production. In the U.S., AgFeed's hog production unit, M2P2, is a market leader in setting new standards for production efficiency and productivity. AgFeed believes the transfer of these processes, procedures and techniques will allow its new Western-style Chinese hog production units to set new standards for production in China. China is the world's largest pork market consuming 50 percent of global production and over 62 percent of total protein consumed in China is pork. Hog production in China currently enjoys income tax free status. AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. AGFEED INDUSTRIES: Seeks More Time to File Schedules & Statements ----------------------------------------------------------------- AgFeed USA, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to grant them additional time to file their schedules of assets and liabilities and statements of financial affairs. The Debtors' management as well as their employees assisting with the collection and analysis of the information needed for the Schedules and Statements are intimately involved with the sale process, which is both complex and time consuming, Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the Court. Given the significant burdens already imposed on the Debtors' management and employees by the commencement of the Chapter 11 cases and the sale process, the Debtors' request for additional time to complete and file the required Schedules and Statements is reasonable, Mr. Brownman asserts. A hearing on the Debtors' extension request will be held on Sept. 30, 2013, at 10:00 a.m. (ET). Objections are due Aug. 23. The Debtors are also represented by Robert S. Brady, Esq., Robert F. Poppiti, Jr., and Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. About Agfeed Industries AgFeed Industries, formerly known as M2 P2, LLC, is an international agribusiness with operations in the U.S. and China. AgFeed has two business lines: animal nutrition in premix, concentrates and complete feeds and hog production. In the U.S., AgFeed's hog production unit, M2P2, is a market leader in setting new standards for production efficiency and productivity. AgFeed believes the transfer of these processes, procedures and techniques will allow its new Western-style Chinese hog production units to set new standards for production in China. China is the world's largest pork market consuming 50 percent of global production and over 62 percent of total protein consumed in China is pork. Hog production in China currently enjoys income tax free status. AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. AGFEED INDUSTRIES: Seeks to Employ Young Conaway as Counsel ----------------------------------------------------------- AgFeed USA, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as bankruptcy attorneys. The principal attorneys and paralegal presently designated to represent the Debtors and their current hourly rates are: Robert S. Brady, Esq. -- rbrady@ycst.com $730 Donald J. Bowman, Jr., Esq. -- dbowman@ycst.com $420 Robert F. Poppiti, Esq. -- rpoppiti@ycst.com $355 Ian J. Bambrick, Esq. -- ibrambrick@ycst.com $300 Ashley E. Markow, Esq. -- amarkow@ycst.com $285 Chad Corazza, Paralegal $175 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Brady assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Brady discloses that pursuant to an engagement agreement, on Feb. 14, 2013, the firm received a retainer of $60,000 and additional retainer supplements of $60,000 in March, $50,000 in April, $150,000 in May, $100,000 in June, and $300,000 in July, in connection with the planning and preparation of a Chapter 11 filing and the postpetition representation of the Debtors. About Agfeed Industries AgFeed Industries, formerly known as M2 P2, LLC, is an international agribusiness with operations in the U.S. and China. AgFeed has two business lines: animal nutrition in premix, concentrates and complete feeds and hog production. In the U.S., AgFeed's hog production unit, M2P2, is a market leader in setting new standards for production efficiency and productivity. AgFeed believes the transfer of these processes, procedures and techniques will allow its new Western-style Chinese hog production units to set new standards for production in China. China is the world's largest pork market consuming 50 percent of global production and over 62 percent of total protein consumed in China is pork. Hog production in China currently enjoys income tax free status. AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. AGFEED INDUSTRIES: Taps Foley & Lardner as Special Counsel ---------------------------------------------------------- AgFeed USA, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Foley & Lardner LLP as special counsel to, among other things, advise the Debtors with respect to the proposed sale of all or substantially all of the Debtors' assets. The currently hourly rates charged by Foley for professionals and paraprofessionals expected to be employed on the matter are the following: Partners $500-$950 Senior Counsel $450-$750 Associates $300-$500 Paraprofessionals $175-$280 The firm will also be reimbursed for any necessary out-of-pocket expenses. Selig D. Sacks, Esq. -- ssacks@foley.com -- a partner in the firm of Foley & Lardner LLP, in New York, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Sacks disclosed that during the 90 days prior to the Petition Date, the firm received payment from the Debtors for professional services rendered in the ordinary course of business in the aggregate amount of approximately $908,655 in fees and $162,098 in expense reimbursements. As of the Petition Date, the firm held a retainer in the amount of approximately $250,000. On July 19, Foley applied $28,397 of the retainer toward outstanding prepetition fees and expenses. About Agfeed Industries AgFeed Industries, formerly known as M2 P2, LLC, is an international agribusiness with operations in the U.S. and China. AgFeed has two business lines: animal nutrition in premix, concentrates and complete feeds and hog production. In the U.S., AgFeed's hog production unit, M2P2, is a market leader in setting new standards for production efficiency and productivity. AgFeed believes the transfer of these processes, procedures and techniques will allow its new Western-style Chinese hog production units to set new standards for production in China. China is the world's largest pork market consuming 50 percent of global production and over 62 percent of total protein consumed in China is pork. Hog production in China currently enjoys income tax free status. AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. AMERICAN AIRLINES: APA Chastizes Texas AG for Role in Merger Suit ----------------------------------------------------------------- Law360 reported that the pilots' union for American Airlines criticized Texas Attorney General Greg Abbott for joining the U.S. Department of Justice's challenge to the carrier's $11 billion merger with U.S. Airways, warning that banning the merger would undercut the airline. According to the report, the Allied Pilots Association, which represents American's 10,000 pilots, warned that the attorney general and gubernatorial candidate's decision to fight the merger could end up harming the Texas residents served by the very same local routes and jobs Abbott has professed a desire to protect. The case is UNITED STATES OF AMERICA et al v. COMMONWEALTH OF VIRGINIA et al., Case No. 1:13-cv-01236 (D.D.C.). 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) AMT INDUSTRIES: Huakan Initiates Legal Action Following Default --------------------------------------------------------------- Huakan International Mining Inc. previously reported that Gold Crown LLC, AMT Industries Canada Inc. and Mineral Invest International MII AB were in default of performing obligations to the Company under a Letter Agreement dated March 26, 2013. Gold Crown, AMT and Mineral Invest continue to be in default of those obligations. The Company has commenced an action in the Supreme Court of British Columbia against AMT, Gold Crown and Mineral Invest to enforce its security in respect of the Greenwood Gold Property and to collect the amounts owing to the Company by AMT, Gold Crown and Mineral Invest. As well, the Company has filed a Notice of Application to the Court for the appointment of a Receiver over all of the assets and undertakings of AMT. The application hearing is presently scheduled for September 4, 2013. AMT Industries Canada, Inc. owns Tillicum Mountain gold property in south-eastern British Columbia, Canada. The company is based in Canada. As of July 16, 2007, AMT Industries Canada, Inc. is a subsidiary of Advanced Mineral Technologies, Inc. ANCHOR BANCORP: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Anchor BanCorp Wisconsin Inc. 25 West Main Street Madison, WI 53703 Bankruptcy Case No.: 13-14003 Chapter 11 Petition Date: August 12, 2013 Court: U.S. Bankruptcy Court Western District of Wisconsin Judge: Chief Judge Robert D. Martin Debtor's Counsel: Rebecca R. DeMarb, Esq. KERKMAN DUNN SWEET DeMARB 121 S. Pinckney Street, Suite 525 Madison, WI 53703 Tel: 608-310-5502 E-mail: rdemarb@kerkmandunn.com - and - Laura D. Steele, Esq. KERKMAN & DUNN 757 N Broadway, Ste 300 Milwaukee, WI 53202 Tel: 414-277-8200 E-mail: Lsteele@kerkmandunn.com Estimated Assets: $10,000,000 to $50,000,000 Estimated Liabilities: $100,000,000 to $500,000,000 As of March 31, 2013, the Debtor listed total assets of $2,367,583,000 and total liabilities of $2,427,447,000. A list of the Company's largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/wiwb13-14003list.pdf The petition was signed by Mark D. Timmerman, Executive Vice President, Secretary and General Counsel. APERION COMMUNITIES: Can Employ Forakis Law as Attorney ------------------------------------------------------- Aperion Communities LLLP sought and obtained approval from the U.S. Bankruptcy Court to employ Adam E. Hauf, Esq., at The Forakis Law Firm PLC, as counsel. The Debtor attests that Mr. Hauf is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Counsel may be reached at: Adam E. Hauf, Esq. THE FORAKIS LAW FIRM PLC 346 E. Palm Lane Phoenix, AZ 85004 Tel: (602) 254-2000 E-mail: ldlaw@ldlawaz.com About Aperion Communities Aperion Communities LLLP filed a bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 13-12040) on July 15, 2013. Adam E. Hauf, Esq., at The Forakis Law Firm PLC, serves as counsel. The Debtor estimated at least $10 million in assets and $1 million to $10 million in liabilities in its schedules. APERION COMMUNITIES: Files Schedules of Assets and Liabilities -------------------------------------------------------------- Aperion Communities LLLP filed with the Bankruptcy Court for the District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $75,235 B. Personal Property $1,664,900 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $38,831,583 ----------- ----------- TOTAL $1,740,136 $36,831,583 About Aperion Communities Aperion Communities LLLP filed a bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 13-12040) on July 15, 2013. Adam E. Hauf, Esq., at The Forakis Law Firm PLC, serves as counsel. The Debtor estimated at least $10 million in assets and $1 million to $10 million in liabilities in its schedules. ARCAPITA BANK: Linklaters Work Expanded to Include EuroLog ---------------------------------------------------------- Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for the Southern District of New York to authorize the Debtors to modify and expand the terms of retention of Linklaters LLP as special counsel to the Debtors to include services provided in connection with negotiations for the sale of the assets of the EuroLog Affiliates, effective July 15, 2013. The Motion is set for hearing on Aug. 27, 2013, at 11:00 a.m. The Objection Deadline is Aug. 20, 2013 at 4:00 p.m. This Court approved Linklaters' original employment application pursuant to an order entered on May 17, 2012. As set forth in the Original Application, the Debtors retained Linklaters to, among other things, assist with international nonbankruptcy matters and to advise the Debtors with respect to their investments in various portfolio companies. Specifically, the EuroLog Affiliates have agreed to provide a retainer to Linklaters in the amount of GBP400,000, and the parties have agreed that the Debtors will be liable for legal expenses relating to (i) any internal corporate approvals required by the Debtors or their affiliates to execute the EuroLog Sale and (ii) the Debtors' bankruptcy proceedings. Under the terms of the Supplemental Engagement Letter, the Debtors will not be directly liable for Linklaters' other fees except in the case of an "Arcapita Abort Event" (for instance, if the Debtors or the EuroLog Affiliates withdraw from the EuroLog Sale), under the terms and conditions set forth in the Supplemental Engagement Letter. Even in the case of an Arcapita Abort Event, the Purchaser has agreed that it will still be liable for any amount of the Linklaters Fees attributable to additional due diligence by Linklaters. Moreover, any liability of the Debtors for the Linklaters Fees will be assumed by RA Holding Corp. and RA Holdco 2 LLC on or around the time of the Effective Date of the Plan. Therefore, the only situation in which the Debtors would be directly responsible for paying the entire amount of the Linklaters Fees would be if (a) an Arcapita Abort Event occurred and (b) the Plan's Effective Date has not occurred. Linklaters intends to (a) charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date services are rendered and (b) seek reimbursement of actual and necessary out-of-pocket expenses. The applicable hourly billable rates for the EuroLog Services to be rendered are: i. London Rates (GBP) Partner GBP750 Counsel 650 Managing Associate 600 A2 500 A1 400 Trainee 275 ii. European Rates (Euro) Poland Spain Germany France Luxembourg ------ ----- ------- ------ ---------- Partner EUR570 EUR710 EUR710 EUR750 EUR750 Managing Associate/ Counsel 425 625 600 600 600 Associate 315 475 475 475 475 As disclosed in connection with the Original Application, Linklaters has connections to the Debtors and parties in interest in these cases and Linklaters does not have any adverse interest in connection with the EuroLog Services performed in connection with this Supplemental Application. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to teach Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf ARCAPITA BANK: Liquidation Procedures for Non-Eligible Securities ----------------------------------------------------------------- Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for the Southern District of New York to confirm the Debtors' authority to implement liquidation procedures, pursuant to the Debtors' confirmed Chapter 11 Plan of Reorganization for Securities that must be liquidated pursuant to the Plan because they are distributable to Claimants who are not eligible to receive such Securities. As defined in the Plan, Non-Eligible Claimants are those Claimants who are not any of the following: (i) a Qualified Purchaser, (ii) a Knowledgeable Employee, or (iii) a Non-U.S. Person. Accordingly, the Plan provides that if a Non-Eligible Claimant is entitled to receive Securities, those Securities "shall be liquidated," and the applicable Non-Eligible Claimant "shall receive the proceeds thereof in lieu of any other Distribution." The Debtors believe that most, if not all, of the Non-Eligible Claimants will hold small Claims in Class 5(a). The Debtors have determined that because the Securities will be issued over an extended course of time pursuant to Section 8.3 of the Plan, the costs of liquidating the Securities that would otherwise be distributed to Non-Eligible Claimants (the "Non-Eligible Securities") through seriatim sales of relatively small batches of Non-Eligible Securities will be disproportionate to the proceeds that can be realized from such sales. Accordingly, the Debtors believe that they should be authorized to liquidate the Non- Eligible Securities that would otherwise be distributable to Holders of Claims in Class 5(a) by providing the Non-Eligible Claimants in Class 5(a) with a recovery that is consistent with the recovery provided to other Holders of Class 5(a) Claims that made the Convenience Class Election. Given the expected costs of liquidating the Non-Eligible Securities, the Debtors propose to treat Non-Eligible Claimants in Class 5(a) whose aggregate Allowed Class 5(a) Claims are less than or equal to $160,000 as if they had made the Convenience Class Election (the "Deemed Convenience Class Treatment"). Because of securities regulations and the costs associated with liquidating the Securities pursuant to a formal auction, the Debtors further propose to provide the Deemed Convenience Class Treatment to all other Non-Eligible Claimants with Claims in Class 5(a) unless they choose to opt-out of such treatment on a "securities eligibility form," which will be sent to all Holders of Claims and Interests entitled to receive Securities pursuant to the Plan. In other words, the Debtors propose to pay each Non- Eligible Claimant receiving the Deemed Convenience Class Treatment in Cash in an amount equal to the lesser of (i) 50% of the aggregate sum of such Non-Eligible Claimant's Allowed Class 5(a) Claims, or (ii) $12,500. The Motion is set for hearing on Aug. 27, 2013, at 11:00 a.m. The Objection Deadline is Aug. 20, 2013 at 4:00 p.m. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to teach Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf ARI-RC 3: U.S. Bank Wants Case Dismissal ---------------------------------------- U.S. Bank National Association asks the U.S. Bankruptcy Court for the Central District of California to dismiss the Chapter 11 cases of ARI-RC 3, LLC, et al. U.S. Bank, as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2007-5, Commercial Mortgage Pass-Through Certificates, Series 2007-5, by and through CWCapital Asset Management LLC, solely in its capacity as Special Servicer, relates that the Debtors have no right to any income from the property because (i) the property has not generated a profit since December 2011; and (ii) the loan has been in default since March 2013. The Debtors have no source of income to pay the administrative costs of their Bankruptcy Cases, let alone to fund reorganization. U.S. Bank notes that the Debtors consist of 19 (of 35) TIC Investors, which allegedly hold in the aggregate a 58% interest in two commercial buildings commonly known as Rancho Conejo I and II, located in Thousand Oaks, California, relates that the Debtors had no typical ownership rights in the property. The remaining 16 TIC Investors who have not filed bankruptcy petitions hold an approximately 42% interest in the property, and thus, their interests are not part of any bankruptcy estate or subject to the jurisdiction of the Court. A Sept. 25, 2013, hearing at 10 a.m. has been set to consider U.S. Bank's request. Keith C. Owens, Esq. -- kowens@venable.com -- at Venable LLP represents U.S. Bank. About ARI-RC 3, LLC Steamboat Springs, Colorado-based ARI-RC 3, LLC, et al., filed for Chapter 11 protection on Aug. 1, 2013, (Bankr. C. D. Calif. Lead Case No. 13-15108). John-Patrick M. Fritz, Esq., at Levene Neale Bender Rankin et al., represents the Debtor in its restructuring effort. The Debtors estimated assets at $10 million to $50 million as of the Chapter 11 filing. The petitions were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder, trustees. Some of their affiliates sought Chapter 11 protection on Aug. 2, 2013, while other sought Chapter 11 protection on July 15, 2013. ARI-RC 3: Sec. 341 Creditors' Meeting Rescheduled to Sept. 10 ------------------------------------------------------------- The U.S. Trustee for Region 16 rescheduled to Sept. 10, 2013, at 1 p.m., the meeting of creditors in the Chapter 11 cases of ARI-RC 3, LLC, et al. The meeting will be held at the Office of the U.S. Trustee located at 21051 Warner Center Lane, No. 105 Woodland Hills, CA 91367. The meeting was previously set for Aug. 20. About ARI-RC 3, LLC Steamboat Springs, Colorado-based ARI-RC 3, LLC, et al., filed for Chapter 11 protection on Aug. 1, 2013, (Bankr. C. D. Calif. Lead Case No. 13-15108). John-Patrick M. Fritz, Esq., at Levene Neale Bender Rankin et al., represents the Debtor in its restructuring effort. The Debtors estimated assets at $10 million to $50 million as of the Chapter 11 filing. The petitions were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder, trustees. Some of their affiliates sought Chapter 11 protection on Aug. 2, 2013, while other sought Chapter 11 protection on July 15, 2013. ATLANTIC CITY, N.J.: Struggles w/ Competition for Gambling Revenue ------------------------------------------------------------------ J. Freedom du Lac, writing for The Washington Post, reported that the billboard hard by the Atlantic City Expressway is supposed to speak for a single casino, not an entire company town. But Revel Casino Resort's marketing slogan resonates loudly throughout this struggling seaside resort. "Gamblers Wanted," it says. And how. According to the report, Atlantic City, the erstwhile East Coast gambling mecca, is on an epic losing streak; over the past six years, competitive and economic forces have crushed the local casino economy, driving revenue down more than 40 percent. Once, the city that inspired the board game Monopoly had its own gambling monopoly on this side of the country, the report related. Now, it's more Marvin Gardens than Boardwalk, with states from Maryland to Maine lining up to join the high-stakes game for tax revenue and middle-class jobs. In 2006, when gambling in Atlantic City reached record levels, there were 27 commercial and tribal casinos, slots parlors and racetrack casinos in the Mid-Atlantic and Northeast, according to the University of Massachusetts at Dartmouth's Center for Policy Analysis, the report said. Now, there are 55 -- with more casinos coming in Maryland, Pennsylvania and Massachusetts. Pennsylvania, which first allowed casino gambling in 2006, surpassed New Jersey last year as the second-largest U.S. gambling market (after Nevada), with players choosing convenience (a single casino close to home) over critical mass (there are a dozen casinos in Atlantic City, that state's only gambling locale), the report noted. ATLANTIC COAST: Incurs $1.5 Million Net Loss in Second Quarter -------------------------------------------------------------- Atlantic Coast Financial Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.55 million on $7.38 million of total interest and dividend income for the three months ended June 30, 2013, as compared with a net loss of $2.99 million on $8.62 million of total interest and dividend income for the same period last year. For the six months ended June 30, 2013, the Company reported a net loss of $3.59 million on $14.92 million of total interest and dividend income, as compared with a net loss of $4.70 million on $17.37 million of total interest and dividend income for the same period a year ago. As of June 30, 2013, the Company incurred a net loss of $3.59 million on $14.92 million of total interest and dividend income, as compared with a net loss of $4.70 million on $17.37 million of total interest and dividend income for the same period last year. The Company's balance sheet at June 30, 2013, showed $742.19 million in total assets, $711.02 million in total liabilities and $31.16 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/xXI4tA 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. BAM ENTERPRISES: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: BAM Enterprises, LLC 26741 Portla Parkway,Suite 1E #525 Foothill Ranch, CA 92610 Bankruptcy Case No.: 13-16890 Chapter 11 Petition Date: August 13, 2013 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Theodor Albert Debtor's Counsel: Marc C. Forsythe, Esq. GOE & FORSYTHE, LLP 18101 Von Karman Avenue Ste 510 Irvine, CA 92612 Tel: (949) 798-2460 Fax: (949) 955-9437 E-mail: kmurphy@goeforlaw.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 five unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-16890.pdf The petition was signed by Brian Horowitz, CEO. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- Brian Alan Michael Horowitz and Tammy Jean Horowitz 13-11658 02/25/13 BELLA VISTA: Case Summary & 6 Unsecured Creditors ------------------------------------------------- Debtor: Bella Vista Apartments, LLC 5541 N. 29th Drive Phoenix, AZ 85017 Bankruptcy Case No.: 13-14204 Chapter 11 Petition Date: August 16, 2013 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Brenda Moody Whinery Debtor's Counsel: Blake D. Gunn, Esq. LAW OFFICE OF BLAKE D. GUNN P.O. Box 22146 Mesa, AZ 85277-2146 Tel: (480) 270-5073 E-mail: blake.gunn@gunnbankruptcyfirm.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/azb13-14204.pdf The petition was signed by Fernando Rodriguez, member. BEN ENNIS: Can Employ Lang Richert as General Bankruptcy Counsel ---------------------------------------------------------------- David Stapelton, the administrator to the plan liquidation of Ben Ennis, dba Ennis Homes, LLC, sought and obtained approval from the U.S. Bankruptcy Court to employ Lang, Richert & Patch, P.C. as general bankruptcy and litigation counsel. The firm will, among other things, provide these services: a. advising the Plan Administrator with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules, the guidelines and requirements of the OUST as they pertain to the Plan Administrator, and the Plan; b. advising the Plan Administrator with regard to certain rights and remedies of under the Plan and the rights, claims, and interest of creditors; and c. representing the Plan Administrator in any proceeding or hearing in the Bankruptcy Court or any other court, panel, or tribunal involving the Plan Administrator unless the Plan Administrator is represented in such proceeding or hearing by other special counsel. LRP has agreed to accept a retainer of $12,500 from the assets of the former estate of Ben Ennis. About Ben Ennis Porterville, California-based Ben Ennis, dba Ennis Homes, LLC, filed its Chapter 11 Petition on Oct. 25, 2010, with Bankruptcy Case No. 10-62315, before the U.S. Bankruptcy Court Eastern District of California (Fresno). Judge Frederick E. Clement oversees the case. Elizabeth E. Waldow, Esq., Riley C. Walter, Esq., and Michael L. Wilhelm, Esq., represent the Debtor as counsel. Justin D. Harris, Esq., represents Chapter 11 Trustee Terence J. Long as counsel. BIOLASE INC: Wohl & Fruchter Mulls Securities Lawsuit ----------------------------------------------------- The law firm of Wohl & Fruchter LLP is investigating possible violations of federal securities laws by officers and directors of BIOLASE, Inc. On August 7, 2013, after the close of the market, Biolase issued a press release announcing its financial and operating results for the second quarter ended June 30, 2013. In the release, the Company disclosed, among other things, that it "no longer expects to generate cash from operations overall for the year ending December 31, 2013," and that its cash balances as of June 30, 2013 totaled approximately $2.1 million. Subsequently, in its Form 10-Q filed on August 9, 2013, the Company disclosed that, on August 5, 2013, the Company's lender, Comerica Bank (Comerica) waived the Company's noncompliance with the minimum EBITDA covenant in the agreement governing the Company's revolving credit facility with Comerica. However, in connection with the waiver, the Company's borrowing capacity under the facility was reduced from $10.0 million to $7.5 million, pending agreement with Comerica on amended covenants. Upon the above and other negative news, BIOL shares declined over 53% over seven trading days, from a close of $3.42/share on August 7, 2013, to a close of $1.60/share on August 16, 2013. Wohl & Fruchter's investigation concerns whether Biolase management has improperly concealed from investors, among other things, the severity of the Company's liquidity problems. Persons with relevant information, and BIOL shareholders with questions about this investigation, are invited to contact the attorney below, or our Firm by calling 866.833.6245. Additional information is available on our website at: http://www.wohlfruchter.com/cases/biol About Wohl & Fruchter Wohl & Fruchter LLP -- http://www.wohlfruchter.com-- represents plaintiffs in litigation arising from fraud and other fiduciary breaches by corporate managers, as well as other complex litigation matters. BIOLASE, Inc. Headquartered in Irvine, California, BIOLASE, Inc., formerly BIOLASE Technology, Inc. -- http://www.biolase.com-- is a medical technology company that develops, manufactures and markets lasers, and markets and distributes dental imaging equipment and other related products designed for applications and procedures in dentistry and medicine. CAPABILITY RANCH: Wants to Hire Marquis Aurbach as Counsel ---------------------------------------------------------- Capability Ranch, LLC, asks the U.S. Bankruptcy Court for the District of Nevada for permission to employ David A. Colvin, Esq. -- dcolvin@maclaw.com -- at Marquis Aurbach Coffing as counsel. On Aug. 6, 2013, the Debtor notified the Court that Marquis Aurbach has replaced Thomas H. Fell, Esq., at Gordon Silver. The Debtor desires to retain Marquis because of the legal services that may be required and the fact that the nature and extent of the services are not known at the time. The hourly rates of the firm's personnel are: Mr. Colvin $350 Attorney $315 - $175 Legal Assistants/Paralegals $155 - $85 To the best of the Debtor's knowledge, Marquis does not hold or represent any interest adverse to the Debtor or its estates. The Court will consider the Debtor's request at a hearing on Sept. 10 hearing, at 10:30 a.m. About Capability Ranch Las Vegas-based Capability Ranch, LLC, fdba Monroe Property Company, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 12-21121) on Sept. 21, 2012. Bankruptcy Judge Bruce A. Markell originally oversaw the case. The Hon. Laurel E. Davis later assumed the case. David A. Colvin, Esq. at Marquis Aurbach Coffing represents the Debtor as counsel. Capability Ranch disclosed $50,253,785 in assets and $88,476,018 in liabilities as of Chapter 11 filing. The Debtor said it owns property on 40060 Paws Up Road in Greenough, Montana. The property is a 37,000-acre luxury Montana ranch and Montana resort. According to http://www.pawsup.com/,The Resort at Paws Up has 28 luxury vacation homes and 24 luxury camping tents. The resort offers horseback riding, fly fishing, and spa treatments. CASCADE AG: Can Use Cash Collateral Until Asset Sale Closes ----------------------------------------------------------- Cascade Ag Services, Inc., on July 19 obtained authority from Judge Karen A. Overstreet of the U.S. Bankruptcy Court for the Western District of Washington at Seattle to continue using cash, accounts, and inventory until the anticipated sale of its assets closes, likely in late August. According to the Debtor's counsel, John R. Rizzardi, Esq., at Cairncross & Hempelmann, P.S., in Seattle, Washington, if the Debtor's ability to use its cash Collateral expires after July 31, 2013, the Debtor would be forced to cease operations on August 1 -- well before a sale closes. Potential going-concern purchasers will no doubt account for the costs of restarting operations by decreasing their bids -- or by not submitting going-concern bids at all, if they deem restarting overly burdensome, Mr. Rizzardi states. If the Court approves a sale of the Debtor's assets as a going concern at the sale hearing to (to take place as contemplated the week of August 12, 2013, or at a later date set by the Court), and such sale closes before August 31, the Debtor's authorization to use Cash Collateral will expire upon the closing of the Court- approved sale or such other day as the Court may determine at the time of the sale hearing. If the Debtor reasonably believes prior to the date of the sale hearing that its assets will not be sold as a going concern, the Debtor shall, as soon as reasonably practicable, file a motion to amend the cash collateral order, and note the motion for hearing on the date set for the sale hearing. The Debtor's cumulative expenditures for the period beginning July 28, 2013 and ending August 31, 2013 will not exceed $1,435,205, which amount is equal to the total budgeted disbursements for that period. Jessica Tsao, Esq., at Cairncross & Hempelmann, P.S., in Seattle, Washington, also represent the Debtor. About Cascade AG Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba Sterling Investment Group, L.L.C., is a vegetable processing company that processes Washington-grown cucumbers and cabbage into pickles and sauerkraut. Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012. In amended schedules, the Debtor disclosed $25,522,648 in assets and $21,354,742 in liabilities as of the Chapter 11 filing. Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the Debtor's counsel. Clyde A. Hamstreet & Associates, LLC, is the Debtor's chief restructuring officer and financial advisor. The petition was signed by Craig Staffanson, president. The U.S. Trustee appointed seven creditors to the Official Unsecured Creditors' Committee. Lawrence R. Ream, Esq., at Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee as counsel. DIP lender One PacificCoast Bank, FSB, is represented by Brad T. Summers, Esq., and David W. Criswell, Esq. The Plan filed in the Debtor's case contemplates a $3.0 million capital infusion. Money contributed to fund the Plan will be used to satisfy Administrative Expense Claims to the extent that those Claims must be satisfied for Confirmation, unless there is agreement with Holders of Administrative Expense Claims to defer payment. CATHERINE BRAND: Case Summary & 6 Unsecured Creditors ----------------------------------------------------- Debtor: Catherine Brand Realty, LLC 1039 Kentucky Street Bowling Green, KY 42101 Bankruptcy Case No.: 13-11003 Chapter 11 Petition Date: August 16, 2013 Court: U.S. Bankruptcy Court Western District of Kentucky (Bowling Green) Judge: Joan A. Lloyd Debtor's Counsel: Mark H. Flener, Esq. P.O. Box 8 1143 Fairway Street, Suite 101 Bowling Green, KY 42102-0008 Tel: (270) 783-8400 Fax: (270) 783-8873 E-mail: mark@flenerlaw.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 six unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/kywb13-11003.pdf The petition was signed by Catherine Brand, member. CENGAGE LEARNING: Committee Taps FTI as Financial Advisor --------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Cengage Learning, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to retain FTI Consulting, Inc., as financial advisor to be paid the following hourly rates: Senior Managing Directors $790-$895 Directors/Managing Directors $570-$755 Consultants/Senior Consultants $290-$540 Administrative/Paraprofessionals/Associates $120-$250 The Committee assures the Court that FTI Consulting is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Committee. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. Apax Partners LLP bought Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion transaction. The acquisition was funded in part with $5.6 billion in new debt financing. Cengage Learning Inc. filed a petition for Chapter 11 reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2, 2013, in Brooklyn, New York, after signing an agreement where holders of $2 billion in first-lien debt agree to support a reorganization plan. The plan will eliminate more than $4 billion of $5.8 billion in debt. First-lien lenders who signed the so-called plan-support agreement include funds affiliated with BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second- lien creditors and holders of unsecured notes aren't part of the agreement. The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard Freres & CO. LLC as financial advisor, Alvarez & Marsal North America, LLC, as restructuring advisor, and Donlin, Recano & Company, Inc., as claims and notice agent. A nine-member official committee of unsecured creditors has been appointed in the Debtors' Chapter 11 cases. CENGAGE LEARNING: Committee Retains Moelis as Investment Banker --------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Cengage Learning, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to retain Moelis & Company LLC as its investment banker to be paid a $150,000 monthly fee and a $4,000,000 fee upon the consummation of any restructuring. Moelis will also be reimbursed for any necessary out-of-pocket expenses. The Committee assures the Court that Moelis is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Committee. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. Apax Partners LLP bought Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion transaction. The acquisition was funded in part with $5.6 billion in new debt financing. Cengage Learning Inc. filed a petition for Chapter 11 reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2, 2013, in Brooklyn, New York, after signing an agreement where holders of $2 billion in first-lien debt agree to support a reorganization plan. The plan will eliminate more than $4 billion of $5.8 billion in debt. First-lien lenders who signed the so-called plan-support agreement include funds affiliated with BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second- lien creditors and holders of unsecured notes aren't part of the agreement. The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard Freres & CO. LLC as financial advisor, Alvarez & Marsal North America, LLC, as restructuring advisor, and Donlin, Recano & Company, Inc., as claims and notice agent. A nine-member official committee of unsecured creditors has been appointed in the Debtors' Chapter 11 cases. CENTAUR LLC: Ch. 11 Trustee Can Pursue $11MM Avoidance Action ------------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge refused to toss an $11 million avoidance action in the Chapter 11 proceeding of casino and racetrack operator Centaur LLC, ruling the litigation trustee had made a sufficient case to allege the prepetition distribution to two minority stakeholders was "objectively unreasonable." According to the report, U.S. Bankruptcy Judge Kevin J. Carey ruled that defendants Joseph and Linda Porr Sweeney's arguments that they received the reasonably equivalent value of their 7.9 percent stake in the undeveloped Valley View Downs racetrack and casino are not enough. About Centaur LLC Indianapolis, Indiana-based, Centaur, LLC, aka Centaur Indiana, LLC -- http://www.centaurgaming.net/-- was involved in the development and operation of entertainment venues focused on horse racing and gaming. The Company and its affiliates filed for Chapter 11 bankruptcy protection on March 6, 2010 (Bankr. D. Del. Case No. 10-10799). Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, assists the Company in its restructuring effort. The Company disclosed assets of $584 million and debt of $681 million as of the Petition Date. Affiliates Centaur PA Land LP and Valley View Downs LP filed for bankruptcy reorganization in October 2009 to keep alive a project to develop a racetrack in Pennsylvania. The filings were made following the failure to make payments due in October on a $382.5 million first-lien debt and a $192 million second-lien credit. All the companies are subsidiaries of closely held Centaur Inc., which isn't in bankruptcy. Centaur LLC was authorized in August 2010 to sell the Fortune Valley Hotel & Casino 40 miles west of Denver to Luna Gaming Central City LLC for $7.5 million cash, plus a $2.5 million note. The Debtor obtained approval of its reorganization plan at a Feb. 18, 2011 confirmation hearing. The Plan would slash the casino operator's debt by two-thirds to $260 million. The Plan, as revised, is based on a settlement reached by the Debtors with the Official Committee of Unsecured Creditors, the settlement was entered among the Debtors, the Official Committee of Unsecured Creditors, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent for lenders that provided first lien revolving credit and term loans prepetition. Under the Plan, second-lien lenders are to split $3.4 million in notes that pay in kind. Unsecured creditors of Valley View Downs now will receive the lesser of 50% paid in cash or a share of $1.5 million cash. Other general unsecured creditors also will have the lesser of half payment or sharing $650,000 in cash. CENTERPOINT ENERGY: Moody's Ups Preferred Shelf Rating to (P)Ba2 ---------------------------------------------------------------- Moody's Investors Service upgraded the senior unsecured rating of CenterPoint Energy Inc. to Baa2 from Baa3 and the senior unsecured rating of its subsidiary, CenterPoint Energy Houston Electric LLC. to Baa1 from Baa2. In addition, Moody's upgraded CNP's short term rating to Prime -- 2 from Prime -- 3.The ratings of CNP's other major subsidiary, CenterPoint Energy Resources Corp. (CERC, senior unsecured Baa2), is affirmed. The rating outlook for all three entities is stable. Ratings Rationale: The rating upgrade reflects Moody's assessment of CEHE's and CNP's recent financial results and future financial prospects, driven by CEHE's stable and improved Transmission and Distribution (T&D) utility business, which benefits its parent CNP. "CEHE's operations in the low risk T&D business have fundamentally improved as reflected in its solid financial metrics, putting behind its true-up appeal with the Public Utility Commission of Texas (PUCT)," said Moody's Vice President Toby Shea, "The upgrade of CNP also takes into consideration its debt reduction effort using awarded recovery bond securitization proceeds." The regulatory regime in Texas is viewed to be particularly credit supportive for T&D utilities. Texas has implemented several rate trackers and securitization policies for recovery of utility expenses such as bad debt, pension expenses and weather related restoration costs. It also allows the timely rate base recognition of investments in transmission and distribution assets in between rate cases. The 10% ROE and 45% equity layer authorized in 2011 are considered to be on par with most other US jurisdictions. The business fundamentals of CEHE have stabilized, underpinned by a strong Texas economy, particularly in the greater Houston area that CEHE serves. CEHE also demonstrates a solid underlying financial performance from a credit perspective. Its cash flow to debt metric (CFO pre-WC /debt) is around 15% and this figure is closer to 17% net of securitization debt. Moody's view incorporated in the stable rating outlooks for CEHE and CNP is that CenterPoint Energy will continue to focus on the low risk T&D and LDC business segments, as well as conservatively managing the growth and volatility of Enable Midstream Partner, LP (Baa3), a joint venture MLP formed with a subsidiary of OGE Energy Corp (Baa1). CenterPoint Energy, Inc., is an electric and gas distribution company headquartered in Houston, Texas. The principal methodology used in this rating was Regulated Electric and Gas Utilities published in August 2009. Ratings Upgrade Issuer: CenterPoint Energy, Inc. (CNP) - Long term Issuer Rating: upgraded to Baa2, from Baa3 - Commercial Paper: upgraded to P-2, from P-3 - Senior Unsecured: upgrade to Baa2, from Baa3 - Senior Unsecured Bank Credit Facility: upgraded to Baa2, from Baa3 - Subordinated: upgraded to Baa3, from Ba1 - Pref. Shelf: upgraded to (P)Ba1, from (P)Ba2 Issuer: CenterPoint Energy Houston Electric LLC. (CEHE) - Long Term Issuer Rating: upgraded to Baa1, from Baa2 - Senior Unsecured Bank Credit Facility: upgraded to Baa1, from Baa2 - Senior Secured: upgraded to A2, from A3 Issuer: Reliant HL&P - Bkd First Mortgage Bonds: upgraded to A2, from A3 Ratings Affirmation Issuer: CenterPoint Energy Resources Corp. (CERC) - Commercial Paper: affirmed at P-2 - Senior Unsecured: affirmed at Baa2 - Senior Unsecured Bank Facility: affirmed at Baa2 CHA CHA ENTERPRISES: Can Employ Felderstein Fitzgerald as Counsel ----------------------------------------------------------------- Cha Cha Enterprises, LLC, sought and obtained permission from the U.S. Bankruptcy Court for the Northern District of California to employ Felderstein Fitzgerald Willoughby & Pascuzzi LLP as counsel. Felderstein Fitzgerald will, among other things, assist the Debtor in all bankruptcy issues which may arise in the operation of the Debtor's business, including negotiations with creditors, interest groups and any Official Committee of Unsecured Creditors, at these hourly rates: Steven H. Felderstein, Managing Partner $595 E-mail: sfelderstein@ffwplaw.com Donald W. Fitzgerald, Partner $495 E-mail: dfitzgerald@ffwplaw.com Thomas A. Willoughby, Partner $495 E-mail: twilloughby@ffwplaw.com Paul J. Pascuzzi, Partner $475 E-mail: ppascuzzi@ffwplaw.com Jason E. Rios, Partner $395 E-mail: jrios@ffwplaw.com Jennifer E. Niemann, Counsel $375 E-mail: jniemann@ffwplaw.com Holly A. Estioko, Associate $350 Karen L. Widder, Legal Assistant $195 To the best of the Debtor's knowledge, Felderstein Fitzgerald does not hold or represent an interest adverse to the Debtor and is a "disinterested person" as that term is defined in U.S.C. Sec. 101(14). Cha Cha Enterprises, LLC, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-53894) on July 22, 2013. The Debtor estimated at least $10 million in assets and liabilities. CHA CHA ENTERPRISES: Can Employ Thomas Lewis as Special Counsel --------------------------------------------------------------- Cha Cha Enterprises, LLC, sought and obtained approval from the U.S. Bankruptcy Court for the Northern District of California to employ the Law Offices of Wm. Thomas Lewis as special counsel. The Special Counsel will, among other things: a. review, negotiate and prepare various real estate leases and purchase agreements; b. review, negotiate and prepare documents related to loans and extensions of credit; c. review, negotiate and prepare various documents related to various commercial transactions; d. provide advice and representation in the defense of various litigation matters asserted by third parties; and e. provide advice, and representation regarding the initiation and prosecution of various litigation matters against third parties. The Special Counsel will be compensated at these hourly rates: Wm. Thomas Lewis $420 William L. Zillman $420 Paralegal $160 To the best of the Debtor's knowledge, the Special Counsel does not hold or represent an interest adverse to the Debtor and is a "disinterested person" as that term is defined in U.S.C. Sec. 101(14). Cha Cha Enterprises, LLC, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-53894) on July 22, 2013. The Debtor estimated at least $10 million in assets and liabilities. Steven H. Felderstein, Esq., Donald W. Fitzgerald, Esq., Thomas A. Willoughby, Esq., Paul J. Pascuzzi, Esq., Jason E. Rios, Esq., and Jennifer E. Niemann, Esq., at Felderstein Fitzgerald et al, serve as counsel to the Debtor. CHEYENNE HOTEL: Court Confirms Third Amended Plan ------------------------------------------------- On Aug. 16, 2013, the U.S. Bankruptcy Court for the District of Colorado confirmed Cheyenne Hotel Investments, LLC's Third Amended Plan of Reorganization dated Aug. 5, 2013. The deadline for the Effective Date of the Plan, as defined in the Plan, will be Nov. 11, 2013, failing which the Court's Order may be vacated by the Court sua sponte or on application of a party in interest. As reported in the TCR on August 16, the Third Amended Plan makes clear that one of the condition to the occurrence of the effective date of the Plan is for the Debtor or the Reorganized Debtor, as the case may be, to pay Wells Fargo all unpaid non-default interest having accrued through and including the Effective Date under the Wells Fargo Loan Documents and Wells Fargo's costs. The provision on the sale of the Hotel Premises subject to the terms of the Wells Fargo Loan Documents has been omitted in the third amended version of the Plan. A copy of the Third Amended Plan is available at: http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF As previously reported by The Troubled Company Reporter, the Plan contemplates the continuation of the Debtor's business after the confirmation date. Wells Fargo will retain its liens on and security interests in the property of the Debtor. The Plan designates claims and interests in the Debtor -- Class 1A Secured Tax Claims, Class 1B Priority Claims, Class 2 Wells Fargo Secured Claim, Class 3A Small Unsecured Claims, Class 3B General Unsecured claims and Class 4 Equity Interests. * Class 1A Claims will be paid in full within three years of the Petition Date. * Class 1B Claims will be paid in its allowed amount on the Plan Effective Date. * Class 2 Claim will be deemed an allowed secured claim for the full amount asserted in the Wells Fargo proof of claim. The Debtor will also pay interest on the claim. Maturity date of the Wells Fargo Notes will be extended to five years after the Effective Date. * Class 3A Claims will receive a single payment equal to the lesser of $800, or 80% of the Allowed Claim. * Class 3B Claims will be paid in six equal installments. * Class 4 Interests will be retained after the Effective Date. 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. CINCINNATI BELL: S&P Retains 'BB-' Rating on Term Loan B -------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB-' issue-level rating (two notches above the corporate credit rating) on Cincinnati Bell Inc.'s (CBI) proposed senior secured term loan B due 2020 is unchanged following the company's upsizing of the loan to $540 million from the originally proposed $400 million. The recovery rating on this debt is '1', indicating S&P's expectation for very high (90% to 100%) recovery in the event of a payment default. In addition, the recovery ratings on the company's existing senior unsecured debt and subordinated debt remain unchanged. S&P expects that CBI will use proceeds from the term loan to refinance its higher coupon 8.25% senior notes due 2017. The borrower under the proposed senior secured term loan is CBI. The credit facilities are guaranteed by all existing and future subsidiaries, excluding certain subsidiaries such as CBI's wholly owned incumbent local exchange carrier (ILEC) subsidiary Cincinnati Bell Telephone Co., as well as the receivables financing facility at wholly owned subsidiary Cincinnati Bell Funding LLC. Therefore, the credit facility is structurally junior to obligations at these subsidiaries, including unsecured obligations. The corporate credit rating on Cincinnati Bell is 'B' and the outlook is stable. RATINGS LIST Cincinnati Bell Inc. Corporate Credit Rating B/Stable/-- Ratings Unchanged Cincinnati Bell Inc. Senior Secured $540M term loan B due 2020 BB- Recovery Rating 1 CLARK CABLE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Clark Cable Services, Inc. P.O. Box 448 Newport, NC 28570 Bankruptcy Case No.: 13-05071 Chapter 11 Petition Date: August 13, 2013 Court: United States 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 Scheduled Assets: $513,920 Scheduled Liabilities: $1,108,987 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/nceb13-5071.pdf The petition was signed by Terry V. Clark, president. COLOREP INC: $2.5MM DIP Loan From Meserole Has Final Approval ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized, on a final basis, Colorep, Inc., et al., to borrow from the DIP Lenders multiple draw term loans up to an aggregate principal amount outstanding not to exceed $2,500,000 (inclusive of interim dip advances) to provide working capital for the Debtors and for payment of administrative expenses until the termination date. The Debtors said they do not have available sources of working capital and financing to carry on the operation of their business without obtaining the DIP Financing. The Debtors were unable to obtain financing on more favorable terms from sources other than the DIP Lenders. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lenders replacement liens upon and security interests in all property of the Debtors' estates, subject to a carve-out on certain expenses. The terms of the DIP financing include among other things: Borrower: Colorep, Inc. and Transprint USA, Inc. DIP Agent and DIP Lenders: Meserole, LLC in its capacity as DIP Agent and together with the other lenders from time to time party hereto. Commitment/Availability: The DIP Lenders will make loans to the Borrower under a senior secured, priming debtor-in- possession term credit facility in an aggregate amount not to exceed $2,500,000. Use of Proceeds: All advances under the DIP Facility will be used to (i) fund ongoing working capital requirements during the pendency of the Debtors' Chapter 11 bankruptcy cases, including payment of the borrower's trade payables and employee wages, in each case in accordance with the budget; (ii) pay U.S. Trustee and professional fees and expenses associated with the Chapter 11 bankruptcy cases of the Debtors in accordance with the budget; and (iii) for general corporate purposes in accordance with the budget compliance with the budget will be measured every week, subject to a weekly line item variance not to exceed 10%, except as more specifically provided in the Final DIP Order. Interest: Interest on the outstanding balance of the DIP Facility will accrue at the rate of 10 percent per annum and will be calculated each month on the basis of actual days elapsed and a 360-day year, and will be payable on the maturity date. Interest on the DIP Facility will increase to 13 percent per annum, to the extent permitted by applicable law, upon notice of occurrence, and during continuance, of an event of default. Maturity: The DIP Facility will be repayable in full on the date that is the earliest of (i) 90 days from the Petition Date; (ii) the effective date of a plan of reorganization; (iii) the consummation of a sale of all or substantially all of the assets of the Debtors under Section 363 of the Bankruptcy Code; and (iv) delivery of the carve-out event notice; Additionally, the Debtors will take action to conduct a sale of substantially all of their assets as a going concern pursuant to Bankruptcy Code Section 363 in accordance with these milestones: i) file with the Bankruptcy Court one or more motions, each in form and substance acceptable to the DIP Agent and DIP Lenders, seeking approval of a Court-approved sale process and bidding procedures within 10 days of the Petition Date. The Prepetition Lender and the DIP Lenders, or their designee, may subsequently submit a bid to act as the stalking horse bidder or otherwise to purchase the assets subject to the perfected liens in the Prepetition Collateral and the DIP Collateral, respectively, through credit bid of the obligations secured by such perfected liens. ii) obtain entry of a Bankruptcy Court order, in form and substance satisfactory to the DIP Agent and DIP Lenders, approving the Bid Procedures Motion not later than Aug. 9, 2013; iii) holding an auction for the sale transaction within 45 days following the Petition Date; iv) obtaining entry of a Bankruptcy Court order, in form and substance reasonably satisfactory to the winning bidder at the auction, approving of the asset purchase agreement and sale of the assets and assumption and assignment of designated contracts pursuant to Section 365 to the winning bidder at the auction within 55 days of the Petition Date; and v) closing of the sale transaction no later than Sept. 30. About Colorep Inc. Colorep Inc., an industrial printer from Harrisonburg, Virginia, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 13- 27689) on July 10 in Los Angeles, owing $17 million to secured lender Meserole LLC. The company licenses a fabric-dyeing process known as AirDye. Colorep's subsidiary Transprint USA Inc. also filed in Chapter 11. Transprint produces transfer-printing paper. Meserole, LLC, is represented by Frank T. Pepler, Esq., at DLA PIPER LLP (US), and Stuart M. Brown, Esq., at DLA Piper LLP (US). COMMONWEALTH BIOTECH: HedgePath Completes Reorganization Plan ------------------------------------------------------------- HedgePath Pharmaceuticals, Inc. on Aug. 19 disclosed that it has completed a series of transactions to effectuate the reorganization of Commonwealth Biotechnologies, Inc. (CBTI) and CBTI's exit from its previously announced Chapter 11 proceedings via a Plan of Reorganization that will enable HPPI to operate as a public company. As a new public company, HPPI will continue its program to initiate the clinical development of itraconazole (a drug currently approved by the U.S. Food and Drug Administration (FDA) as an anti-fungal agent) to re-purpose it and evaluate its potential as a treatment for cancer, with an initial focus on skin, prostate and lung cancers in the U.S. market. In the fourth quarter of 2013, HPPI plans to apply to the FDA for Investigational New Drug (or IND) approval for itraconazole to treat cancer as a disease category, and thereafter file for individualized clinical trial protocols for each of HPPI's target cancer indications so that HPPI may have the ability to initiate parallel clinical trials. In addition, the company is currently exploring strategic collaborations and financing opportunities to support its clinical development and future commercialization of its therapies. The reorganization transactions, which were undertaken in furtherance of CBTI's Plan of Reorganization, which was approved by CBTI's stockholders and creditors and confirmed by the bankruptcy court in March 2013, consist of the following: -- On August 9, 2013, Commonwealth Biotechnologies, Inc., a Virginia corporation which filed for voluntary Chapter 11 bankruptcy protection in January 2011, merged with a newly formed, wholly owned Delaware subsidiary called HedgePath Pharmaceuticals, Inc. By this transaction, the company changed its name to HedgePath Pharmaceuticals, Inc. and its state of incorporation from Virginia to Delaware. Commonwealth Biotechnologies' common stock previously traded under the symbol "CBTI." -- Upon such reincorporation, HPPI entered into an agreement with privately held Hedgepath, LLC pursuant to which Hedgepath, LLC contributed and/or assigned to the company certain intellectual property assets and contract rights that will allow HPPI to pursue its new business opportunity going forward. -- In consideration of the contribution of such assets, and as contemplated by CBTI's Plan of Reorganization, Hedgepath, LLC was issued shares of newly created Series A Preferred Stock of HPPI representing 90% of the fully diluted voting securities of HPPI. As required by the Plan of Reorganization, such shares will not be convertible into HPPI common stock and will not be transferrable for a period of at least one year. -- As part of this transaction, CBTI's existing officers and directors voluntarily resigned and a new board of directors and executive officers were appointed. As required by the Plan of Reorganization, HPPI's board will consist of Frank E. O'Donnell, Jr. M.D., Nicholas J. Virca and Samuel P. Sears, Jr. Also, Dr. O'Donnell will serve as Executive Chairman of HPPI, Mr. Virca will serve as President and Chief Executive Officer of HPPI, and Garrison J. Hasara will serve as Chief Financial Officer, Treasurer and Secretary of HPPI. -- As a result of the bankruptcy proceedings, HPPI will have no long term debt or material liabilities, and its assets will consist of those contributed by Hedgepath, LLC and those to be developed, acquired or licensed by the company going forward in connection with its business. As the elements of the company's reorganization plan have now been implemented (including the payment in full of all company creditors), the company will be moving in the coming weeks to formally close its bankruptcy case. As part of the reorganization, existing CBTI stockholders retain an aggregate 10% interest in HPPI. Additional details regarding this transaction and HPPI's business plan going forward will be provided in a Current Report on Form 8- K to be filed by the company with the Securities and Exchange Commission. Nicholas J. Virca, HPPI's President and Chief Executive Officer, stated, "Over the last 18 months, our team has been exploring the clinical potential of itraconazole as a treatment for cancer. Since itraconazole is already an FDA approved drug, we believe that the potential exists for a more expedited regulatory approval due to this drug's well established efficacy and toxicity profile for use in humans to treat fungal infections. We are further encouraged by the recently reported third party Phase II data demonstrating itraconazole's anti-cancer effects in humans. By operating as a public company, we are hopeful that we will be able to attract the necessary funding to properly explore this potential new treatment for cancer patients." "On behalf of the new board and management team of HedgePath Pharmaceuticals, I am most pleased that we are now able to launch our anti-cancer efforts via this new public entity, and we look forward to keeping our public stockholders updated on our development programs and clinical progress," concluded Mr. Virca. About HedgePath Pharmaceuticals HedgePath Pharmaceuticals, Inc. is a clinical stage biotechnology company which is developing anti-cancer applications by re- purposing the FDA approved antifungal pharmaceutical itraconazole. The Hedgehog signaling pathway is a major regulator of cellular processes in vertebrates, including cell differentiation, tissue polarity and cell proliferation. Based on published research, the company believes that inhibiting the Hedgehog pathway could delay or possibly prevent the development of certain cancers in humans. Leveraging research undertaken by key investigators in the field, the company plans to explore the effectiveness of itraconazole as a cancer inhibitor and to pursue its potential commercialization. The company has offices in Tampa, Florida and San Diego, California. About Commonwealth Biotechnologies Based in Midlothian, Virginia, Commonwealth Biotechnologies, Inc., was a specialized life sciences outsourcing business that offered cutting-edge expertise and a complete array of Peptide-based discovery chemistry and biology products and services through its wholly owned subsidiary Mimotopes Pty Limited. Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011. Judge Kevin R. Huennekens presides over the case. Paula S. Beran, Esq., at Tavenner & Beran, PLC, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. On March 29, 2013, the Bankruptcy Court entered an order confirming the company's Plan of Reorganization. On April 17, the Company disclosed that its Plan has become effective April 15. Pursuant to the plan, CBI is in the process of finalizing definitive documentation with HedgePath, LLC, a drug development company focused on cancer therapies, pursuant to which HedgePath will contribute the intellectual property assets relating to its business to CBI in exchange for a new class of preferred stock representing 90% of the outstanding voting stock of CBI on a fully-diluted basis. When the transaction is consummated, CBI's current shareholders will retain a 10% equity interest in the new entity and will retain one seat on the Board of Directors of CBI, which is expected to be renamed HedgePath Pharmaceuticals, Inc. On April 7, 2011, the Bankruptcy Court approved the private sale of Mimotopes for a gross sales price of $850,000. The sale closed on April 29, 2011. Mimotopes was deconsolidated during the second quarter of 2011. During the bankruptcy, CBI also sold its real property holdings in Chesterfield County, Virginia. The Company's balance sheet at June 30, 2012, showed $1.20 million in total assets, $1.79 million in total liabilities, and a $598,484 total stockholders' deficit. CORNERSTONE HOMES: Can Employ Davidson Fink as Counsel ------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of New York authorized Cornerstone Homes, Inc., to employ Davidson Fink, LLP, as counsel for the Debtor. About Cornerstone Homes Cornerstone Homes Inc., a homebuilder from Corning, New York, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. As reported in the TCR on July 31, the Debtor scheduled a Sept. 6 hearing for the bankruptcy judge in Rochester, New York, to approve the reorganization plan. CORNERSTONE HOMES: U.S. Trustee Forms Three-Member Creditors Panel ------------------------------------------------------------------ Tracy Hope Davis, the United States Trustee for Region 2, has appointed three creditors to serve on the Committee of Unsecured Creditors of Cornerstone Homes, Inc. The Committee consists of: 1. Larry and Edith Hagen 511 East Lynn Street Canton, SD 57013 Tel: (605) 987-4179 E-mail: kjvhagen@midco.net 2. Phyllis J. Gabbert 129 Block Street Williamston, MI 48895 Tel: (517) 655-4057 E-mail: FGRudy2@yahoo.com 3. LeRoy G. Herder 220 S. 7th Street Phillipsburg, KS 67661 Tel: (785) 533-1043 Fax: (785) 543-3120 E-mail: lgherder@ruraltel.net About Cornerstone Homes Cornerstone Homes Inc., a homebuilder from Corning, New York, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. As reported in the TCR on July 31, the Debtor scheduled a Sept. 6 hearing for the bankruptcy judge in Rochester, New York, to approve the reorganization plan. CORNERSTONE HOMES: U.S. Trustee Objects to Disclosure Statement --------------------------------------------------------------- Tracy Hope Davis, the United States Trustee for Region 2, objects to the approval of the to the pre-petition solicitation procedures, disclosure statement and pre-packaged plan of reorganization filed by Cornerstone Homes, Inc., citing: 1. To date, the Debtor has not met its burden to demonstrate that its pre-petition solicitation procedures complied with applicable nonbankruptcy law, rules or regulations. 2. In addition, the Disclosure Statement is deficient and fails to meet the standards of containing "adequate information" set forth in 11 U.S.C. Section 1125(a). Specifically, the Disclosure Statement fails to explain: (i) why the Debtor did not register with the Securities and Exchange Commission when it solicited over $14 million from individual investors located throughout the country; (ii) why the Debtor did not register with the SEC when it solicited votes for the Plan; (iii) why the Plan releases the Debtor's 100% shareholder from all claims, including fraud and securities violations; (iv) why, despite only a 7% distribution to unsecured creditors, the Debtor's 100% shareholder is justified in retaining a 100% ownership interest in the reorganized Debtor; (v) why the Debtor made pre-petition payments to certain investors and insiders, but not others; (vi) what the Debtor includes in the "Operating Expenses" line item in the monthly operating reports annexed to the Disclosure Statement; and (vii) the assumptions used in its Liquidation Analysis annexed to the Disclosure Statement. 3. The United States Trustee also objects to the confirmation of the Plan, pursuant to 11 U.S.C. Section 1129. Specifically, the Plan contains improper non-debtor releases, including releases for fraud and violations of state and federal securities laws that render it not confirmable. The releases do not comply with, or even address, In re Metromedia and its progeny for the approval of the non-debtor releases. The non- debtor release provisions, therefore, are not justified and should not be approved. 4. Finally, the Plan improperly classified United States Trustee quarterly fees as an administrative claim requiring the filing of a proof of claim. About Cornerstone Homes Cornerstone Homes Inc., a homebuilder from Corning, New York, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. As reported in the TCR on July 31, the Debtor scheduled a Sept. 6 hearing for the bankruptcy judge in Rochester, New York, to approve the reorganization plan. D&L ENERGY: Has Until Nov. 12 to Decide on Unexpired Leases ----------------------------------------------------------- The Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern District of Ohio extended until Nov. 12, 2013, D & L Energy, Inc., et al.'s time to assume or reject unexpired nonresidential real property leases under which the Debtor is the lessee. D & L Energy has been involved in a number of joint ventures and limited partnerships that drill, own, and operate conventional oil and gas wells throughout Northeast Ohio and Northwest Pennsylvania. D&L has also been involved in the drilling, construction, operation and ownership of saltwater injection wells in the State of Ohio. D&L has also been involved in marketing and selling the "deep rights" to its oil and gas leases. In early 2013, the then-principal of D&L, Ben Lupo, was accused of violating the U.S. Clean Water Act by allegedly instructing agents/employees of a separate entity to dump waste water in an improper manner. As a result of Mr. Lupo's alleged actions, the Debtors were forced to incur substantial clean up costs. D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow, Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. SS&G Parkland Consulting, LLC, serves as financial advisor and investment banker. The Debtor disclosed $41,015,677 in assets and $6,185,158 in liabilities as of the Chapter 11 filing. Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven creditors to serve in the Official Committee of Unsecured Creditors. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, represent the Creditors Committee as counsel. BBP Partners LLC serves as its financial advisors. DCS BUSINESS: Moody's Affirms 'B2' Corp. Family Rating ------------------------------------------------------ Moody's Investors Service assigned a Speculative Grade Liquidity Rating of SGL-2 to DCS Business Services, Inc., a wholly owned subsidiary of Performant Financial Corp. Concurrently; Moody's affirmed the B2 Corporate Family and Senior Secured ratings, and the B3-PD Probability of Default Rating. The outlook is stable. Ratings Rationale: The SGL-2 liquidity rating reflects a good liquidity profile considering Performant's growth-related working capital needs, expected capital expenditures of up to $15 million over the next year, and somewhat heavy loan amortization, which averages $10.6 million annually for the next several years. These liquidity demands are to be met primarily through the company's cash flow from operations, which Moody's estimates at about $40 million over the next twelve months. While cash has grown steadily -- as of June 2013 it exceeded $51 million -- Moody's questions the sustainability of this cash, particularly given private equity and insider investors' still-significant ownership stake in the company. Availability under Performant's revolver is less than $10 million, which Moody's considers to be modest, especially if working capital becomes strained as a result of expected strong operational growth. DCS has modest revenue size of about $250 million, in spite of rapid historic growth (a 20.7% CAGR from 2008 to 2012) and over 20% top-line expansion expected for 2013 as the Centers for Medicare and Medicaid Services (CMS) contract ramps. EBITDA margin is robust at better than 30%, and Moody's expects debt-to-EBITDA (after standard adjustments) to remain below 2.5x, which is strong compared to other companies that also have a CFR at the B2 level. Nonetheless, Performant has heavy customer concentration, as evidenced by its top five customers (all U.S.-government-related entities) representing more than 80% of consolidated revenues. The combination of improving credit metrics, given the good prospects in Performant's student-loan and health-care-claims collections businesses, and potential pressure from Performant's equity owners to bolster their investment returns, heightens the risk of a leveraging event, which weighs on the rating. DCS Business Services, Inc. (dba Performant), based in Livermore, California, provides recovery services primarily for defaulted student loans and improper healthcare payments. Assignments: Issuer: DCS Business Services, Inc. Speculative Grade Liquidity Rating, Assigned SGL-2 Outlook Actions: Issuer: DCS Business Services, Inc. Outlook, Remains Stable Affirmations: Issuer: DCS Business Services, Inc. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B2 Senior Secured, Affirmed B2 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. DESIGNLINE CORPORATION: Files for Chapter 11 in Delaware -------------------------------------------------------- DesignLine Corporation and DesignLine USA LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case Nos. 13-12089 and 13-12090) on Aug. 15, 2013. DesignLine USA is a designer and manufacturer of electric, electric range extended, diesel and alternative fuel transit buses. It serves the private transportation industry and public transportation authorities in the U.S., Canada, Middle East and Asia. DesignLine Corp. is the parent of DesignLine USA. DesignLine USA disclosed $14.1 million in assets and $37.5 million in liabilities as of Aug. 5, 2013. Attorneys at Richards, Layton & Finger, P.A. and Nelson Mullins Riley & Scarborough LLP serve as attorneys to the Debtors. DESIGNLINE CORPORATION: Case Summary & Creditors List ----------------------------------------------------- Debtor: DesignLine Corporation aka DesignLine International Holdings, LLC DesignLine International Corporation DesignLine Corporation Jasper Merger Sub Inc. Jasper Ventures Inc. 2309 Nevada Boulevard Charlotte, NC 28273 Bankruptcy Case No.: 13-12089 Affiliate that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- DesignLine USA, LLC 13-12090 Chapter 11 Petition Date: August 15, 2013 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Mark D. Collins, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: collins@RLF.com - and ? Michael Joseph Merchant, Esq. RICHARDS LAYTON & FINGER, P.A. One Rodney Square P.O. Box 551 Wilmington, DE 19899 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: merchant@rlf.com Debtors' General Bankruptcy Counsel: NELSON MULLINS RILEY & SCARBOROUGH, LLP Debtors' Financial Advisor: GGG PARTNERS, LLC Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petitions were signed by Katie Goodman, chief restructuring officer. Debtors' Consolidated List of Their 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ NJT Progress Payments $3,644,261 One Penn Plaza East Newark, NJ 07105-2246 Eagle Services Ltd. Disputed Claim $2,867,195 6935 Baltusrol Lane Charlotte, NC 28210 Cameron Harris Promissory Note $845,646 c/o Harris Land Company 6400 Fairview Road Charlotte, NC 28210 NBC Settlement $724,568 21 Scotchmer Street, North Fitzroy Victoria Australia, 3068 Punaro Group Business Development $615,000 1313 Dolley Madison Boulevard, Agreement Suite 404 McLean, VA 22101 Crompion International Trade Debt $261,382 P.O. Box 731459 Dallas, TX 75373-1459 Parker Poe Adams & Bernstein, LLP Disputed Claim $233,090 Electromotive Designs, LLC Trade Debt $222,482 Progressive Hydraulics, Inc. Trade Debt $184,951 Metrolina Steel, Inc. Trade Debt $181,246 ZF Friedrichshafen AG Trade Debt $156,298 (Transmission) Ricon Corp. Trade Debt $146,636 Agility Fuel Systems Trade Debt $146,607 Thermo King Corporation Trade Debt $145,444 Global Harness Systems, Inc. Trade Debt $136,629 TriMark Trade Debt $121,726 Carnes-Miller Gear Trade Debt $96,741 SMI Trade Debt $94,097 Engineered Machined Products, Inc. Trade Debt $88,061 Action Bolt + Supply, Inc. Trade Debt $85,093 DETROIT, MI: Can Employ Kurtzman Carson as Noticing Agent --------------------------------------------------------- The city of Detroit, Michigan, sought and obtained approval from the U.S. Bankruptcy Court to employ Kurtzman Carson Consultants, LLC as claims and noticing agent. 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. Detroit 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. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. DONKATE LLC: Updated Case Summary & Creditors' Lists ---------------------------------------------------- Lead Debtor: DonKate, LLC 5484 Lithia Pinecrest Road Lithia, FL 33547 Bankruptcy Case No.: 13-10684 Chapter 11 Petition Date: August 13, 2013 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Danielle S. Kemp, Esq. GREENBERG TRAURIG, P.A. 625 E. Twiggs St., Suite 100 Tampa, FL 33602 Tel: (813) 318-5700 Fax: (813) 318-5900 E-mail: kempd@gtlaw.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliates that simultaneously filed separate Chapter 11 petitions: Debtor Case No. ------ -------- DonKate Enterprises, Incorporated 13-10685 Assets: $0 to $50,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Donald A. Thompson, officer/office manager. A. In its list of 20 largest unsecured creditors, DonKate, LLC only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ CIT Property $1,678,317 Small Business Lending Corp. P.O. Box 277280 Atlanta, GA 30384-7280 B. A copy of DonKate Enterprises' list of 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb13-10685.pdf EAST COAST BROKERS: Farmland, Red Rose Inn Sold at Auction ---------------------------------------------------------- Jane Meinhardt, writing for Tampa Bay Business Journal, reports that in the Chapter 11 cases of East Coast Brokers & Packers, Inc., and its affiliated entities: -- thousands of acres of Florida farmland and facilities used for tomato producing and processing were sold at auction in Lakeland on Aug. 15 for $48.7 million; -- non-agricultural assets including the Red Rose Inn & Suites were sold at auction on Aug. 16. Bidding totaled $3.74 million. The Red Rose Inn was sold for $2.1 million; and -- auctions of additional assets were slated for Aug. 19 and 20, and include luxury homes and 3,228 acres of farmland. According to the report, the sale of the Red Rose Inn is in limbo; it is the only bid not accepted by the Chapter 11 bankruptcy trustee overseeing the sale of assets owned by the Madonia family and its East Coast Brokers and Packers tomato farming empire. According to the report, Carl Carter, spokesman for auctioneer Murray Wise Associates, said the inn had "quite a number of bidders." "It was very active up to $2.1 million,"he said. "The receiver has not made a decision on that [bid.]" In July 2013, the Bankruptcy Court approved auctions of thousands of acres of farmland in Florida and Virginia, beginning Aug. 15. Assets to be sold will include labor camps, packing facilities, homes, farm equipment, trucks and other assets owned by East Coast Brokers and Packers, and the Madonia family and certain of their affiliates. "Logistics dictated that some dates be changed from those previously planned in order to facilitate bidding on various types and locations of properties," said Ken Nofziger -- ken@mwallc.com -- president of Murray Wise Associates, LLC, said in a press release at that time. "The biggest change is that the major farmland assets in Virginia and Florida will be sold on separate dates. Given the large number of assets of widely varying types, we felt it would be wise to streamline and simplify the process wherever possible. The revised dates are being communicated to prospective bidders, and the current dates will always be available at www.murraywiseassociates.com." Murray Wise is conducting the auctions in cooperation with Crosby & Associates, Woltz & Associates and Weeks Auction Company. Auctions are planned for these dates and locations: Thursday, Aug. 15, 10 a.m. at the Lakeland Center, Lakeland, FL -- Approximately 7,377 acres of Florida farm and development land in Martin, Hillsborough, Polk and Manatee counties; two packing houses; a former Bible college, and several labor camps. Friday, Aug. 16, 3 p.m. at the Lakeland Center, Lakeland, FL -- The elegant Red Rose Hotel in Plant City, Fla., along Interstate 4, along with a home in Lakeland, home sites on Walden Lake in Plant City, and other Florida assets. Monday, Aug. 19, 3 p.m. at the Aqua Restaurant, Cape Charles, VA -- Cape Charles area properties, including two luxury homes in Bay Creek, a colonial style house just south of Painter, and a home just west of Oyster. Also set for auction is a home surrounded by water on Marsh Island just outside Chincoteague. Tuesday, Aug. 20, 1 p.m. at the Exmore Moose Lodge 683, Exmore, VA -- 31 properties (primarily farmland) totaling approximately 3,228 acres; produce packing houses; labor camps, and several homes in Virginia, primarily in Accomack and Northampton counties. Wednesday, Aug. 28, 9 a.m. at the Mulberry Packing House, Mulberry, FL -- Live and online auction of agricultural equipment. Wednesday, Sept. 4, 9 a.m. the Byrd Foods Packing House, Greenbush, VA - Live and online auction of agricultural equipment. Murray Wise Associates LLC, headquartered in Champaign, Ill., with additional offices in Florida and Iowa, is a leading national agricultural real estate marketing and financial advisory firm. Crosby and Associates, Inc., based in Winter Haven, Fla., with offices in Tavares, Fla., and Hawkinsville, Ga., is a noted provider of agriculture real estate brokerage and management services. Woltz & Associates, based in Roanoke, Va., is an auctioneer of land, homes and other assets throughout the United States, with a concentration on the Middle Atlantic region. Weeks Auction Company, Inc. based in Ocala, Fla., is a professional auction firm specializing in the sale of farm and construction machinery throughout the Southeastern United States. WEEKS AUCTION COMPANY INC 4851 West State Road 40 Ocala, FL 34482 Tel: 352-351-4951 Fax: 352-351-8455 About East Coast Brokers East Coast Brokers & Packers, Inc., along with four related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers & Packers disclosed $12,663,307 in assets and $75,181,975 in liabilities as of the Chapter 11 filing. Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the Debtors. Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special counsel. In June 2013, the bankruptcy court approved the appointment of Gerard A. McHale, Jr., to serve as Chapter 11 trustee. MLIC Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a Chapter 11 trustee, or, in the alternative, dismiss the Debtors' Chapter 11 cases. According to the MLIC entities, the Debtors, among other things had mishandled the potential rents from employees, failed to pay taxes, failed to maintain insurance, has inadequate security regarding the Debtors' personal and real property, and delayed the filing of schedules and reports required under the Bankruptcy Code. Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee, Fla., represents the Chapter 11 trustee as counsel. EASTMAN KODAK: Bankruptcy Court Confirms Plan of Reorganization --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York on Aug. 20 confirmed Kodak's Plan of Reorganization. The Plan describes the company's strategy to emerge from Chapter 11 restructuring as a technology leader serving commercial imaging markets. In confirming the Plan, the Court said, "It will be enormously valuable for the company to get out of Chapter 11, and begin to regain its position in the pantheon of American business." The Plan also reflects the company's effective utilization of the Chapter 11 process to achieve its key reorganization objectives, including successfully reducing legacy costs, liabilities and infrastructure, exiting or spinning off businesses and assets that were no longer core to its future, and focusing on the company's most profitable business lines. "[Tues]day, the Court confirmed Kodak's Plan of Reorganization. This critically important milestone marks the final step in the Court process," said Antonio M. Perez, Chairman and Chief Executive Officer. "Next, we move on to emergence as a technology leader serving large and growing commercial imaging markets -- such as commercial printing, packaging, functional printing and professional services -- with a leaner structure and a stronger balance sheet. There are additional transactional steps ahead as we complete our Chapter 11 restructuring, but with the Court's decision today, our emergence is now imminent." Kodak's Plan of Reorganization will become effective upon emergence. The company is expected to finalize the remaining aspects of its reorganization, including closing its settlement with the Kodak Pension Plan, and emerge from Chapter 11 on September 3. Creditors Voted in Favor of Plan Support from creditors paved way for approval of the Plan. In a document filed August 15 with the U.S. Bankruptcy Court for the Southern District of New York, Kurtzman Carson Consultants LLC reported that all classes of the company's eligible creditors voted strongly in favor of the company's plan. Kodak's claims agent disclosed that 77.91% of $804.3 million in general unsecured claims, and 88.38% of $1.25 million in convenience claims voted in favor of the plan. Meanwhile, 94.44% of creditors asserting so-called subsidiary convenience claims (Class 8) voted "yes." All holders of second lien notes claims (Class 3), KPP claims (Class 5) and retiree settlement unsecured claims (Class 6) accepted the plan, according to the filing. A copy of the document detailing the voting results can be accessed for free at http://is.gd/kdgkgr "Our creditors have clearly told us we have the right strategy for the future of Kodak. This significant endorsement of our plan enables Kodak to move toward emergence with the support of our creditors," said Antonio M. Perez, Chairman and Chief Executive Officer. "We are on task and on schedule. We look forward to our confirmation hearing next week and then to emerging from Chapter 11 as a technology company focused on imaging for business." Creditors Committee Backed Plan Kodak's official committee of unsecured creditors asked the bankruptcy court to confirm the company's Chapter 11 reorganization plan. "The plan provides various forms of consideration that allow unsecured creditors to benefit from future increases in the value of the reorganized debtors' businesses," the committee said, citing the rights offerings previously approved by the court that would let Kodak issue up to 34 million shares of common stock and raise as much as $406 million to repay creditors. The committee also defended a provision of the plan that clears and releases "non-debtor third party" from liabilities. Last week, the U.S. trustee charged with regulating bankruptcy cases in the New York region, questioned the provision, saying it is "overly broad." According to the committee, the releases granted under the plan are "permissible and appropriate because they are voluntary." The committee said the releases are being given by creditors eligible to vote, and other parties that have consented to giving those releases. The committee further said that based on its own investigation of Kodak's businesses operations and financial projections, it believes that the plan "maximizes the distributable value available" for unsecured creditors. The committee is represented by: Dennis F. Dunne, Esq. Tyson M. Lomazow, Esq. Brian Kinney, Esq. Milbank Tweed Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, NY 10005 Telephone: (212) 530-5000 E-mail: ddunne@milbank.com tlomazow@milbank.com bkinney@milbank.com Bankruptcy Exit EASTMAN KODAK: Corrects List of Director Selections for Board ------------------------------------------------------------- In a supplement to its Plan of Reorganization filed on Aug. 19 with the U.S. Bankruptcy Court for the Southern District of New York, Eastman Kodak Company named the individuals selected to serve on the Board of Directors of reorganized Kodak by the parties providing the backstop to Kodak's recently completed rights offering and the Unsecured Creditors Committee. The term of the new Board members will begin upon Kodak's emergence from Chapter 11, and is subject to the confirmation of the Plan by the Bankruptcy Court. The proposed appointees to the Board of reorganized Kodak are: -- Mark S. Burgess, Chairman of the Clondalkin Group, a global manufacturer of flexible and specialty plastic packaging solutions and former Chief Executive Officer of Graham Packaging Company. -- James V. Continenza, has served in senior leadership roles at a number of companies. He currently serves on the board of Tembec Corp., a publicly traded company, and the boards of the following privately held companies: Broadview Networks, Southwest Georgia Ethanol, The Berry Company, Neff Rental, Portola Packaging, Aventine Renewable Energy and Blaze Recycling. Previously, he was a director for Hawkeye Renewables, Anchor Glass Container Corp., Rath-Gibson, Inc., Rural Cellular Corp., U.S. Mobility Inc., Maxim Crane Works, Inc., Arch Wireless Inc. and Microcell Telecommunications Inc. Mr. Continenza has been a Kodak director since April 1, 2013. -- George Karfunkel, Chairman of Sabr Group, a consulting company, and co-founder and former Senior Vice President of American Stock Transfer & Trust Company, LLC. -- Jason New, a Senior Managing Director of The Blackstone Group and Head of Special Situation Investing for GSO Capital Partners, who previously served in senior positions with Credit Suisse and Donaldson, Lufkin & Jenrette. -- William G. Parrett, former Senior Partner of Deloitte & Touche USA LLP, a public accounting firm, where he held several executive positions, including Chief Executive Officer of Deloitte Touche Tohmatsu and Managing Partner of Deloitte & Touche USA. Mr. Parrett has been a Kodak director since November 2007 and serves as Chairman of the Board's Audit & Finance Committee. -- Derek Smith, a Managing Principal and Senior Portfolio Manager at BlueMountain Capital Management, who previously worked in senior investment management positions with Deutsche Bank and Goldman Sachs. -- Matt Doheny, President of North Country Capital LLC, an advisory and investment firm, who previously served as Managing Director of the Distressed Assets Group of Deutsche Bank Securities Inc. -- John A. Janitz, Co-Founder and Chairman of Evergreen Capital Partners, LLC, an investment firm that provides advisory services and co-invests with private equity sponsors, who previously served as Co-Managing Principal for Questor Management Company LLC, a turnaround capital investment firm, and as President and Chief Operating Officer of Textron Inc., a $10 billion NYSE-listed multi-industry company. Antonio M. Perez, Chief Executive Officer of Kodak and a director since October 2004, will remain on the Board. "These highly accomplished and proven business leaders bring a rich combination of capabilities in technology, packaging, corporate strategy and finance -- all key areas of focus for the new Kodak," said Antonio M. Perez, Chairman and Chief Executive Officer. "I look forward to working with the members of this strong and well-suited board." The current Board of Directors will remain in place until the new Board takes on its responsibilities upon emergence. The new Board members will serve until the next annual meeting of the company's stockholders. The confirmation hearing on the Plan is currently scheduled for August 20, 2013. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. EASTMAN KODAK: Seeks Court Approval to Assume 173 Contracts ----------------------------------------------------------- Eastman Kodak Co. filed a motion seeking approval from U.S. Bankruptcy Judge Allan Gropper to assume 173 contracts. "The debtors derive ongoing benefits from the assumed contracts, which will continue to be beneficial to the reorganized debtors after emergence from bankruptcy," said Kodak lawyer, Sean Greecher, Esq., at Young Conaway Stargatt & Taylor LLP, in New York. As part of the assumption of the contracts, Kodak proposed to pay $95,637 to cure any default under the contracts. A list of the contracts is available without charge at: http://bankrupt.com/misc/Kodak_173AssumedContracts.pdf Judge Gropper will hold a hearing on Sept. 16 to consider approval of the motion. Objections are due by Sept. 9. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. EASTMAN KODAK: Court Approves Eastman Business Park Deal -------------------------------------------------------- U.S. Bankruptcy Judge Allan Gropper approved a settlement agreement made in June between Eastman Kodak Co. and the State of New York to maintain the Eastman Business Park. The agreement is part of Kodak's and New York's effort to enhance regional economic development opportunities at the company's primary manufacturing site. One major component of the deal is the establishment of a $49 million trust fund for environmental remediation at the park. Kodak had said the trust would ensure continued environmental oversight while addressing environmental obligations, including an extension of the current protections for the site that the company has in place with the New York State Department of Environmental Conservation. Eastman Business Park is a 1,200 acre technology center and industrial complex located near Lake Ontario in Rochester, New York. It is home to 6,000 employees working for Kodak and approximately 40 tenants and property owners. A copy of the court order dated Aug. 19 is available for free at http://bankrupt.com/misc/Kodak_OrdEBPDeal.pdf About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. ENGILITY CORP: S&P Withdraws 'BB-' CCR Following Debt Repayment --------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'BB-' corporate credit rating on Engility Corp. following the company's repayment of rated debt and its request to have all ratings withdrawn. EVERGREEN BEHAVIORAL: Case Summary & Creditors List --------------------------------------------------- Debtor: Evergreen Behavioral Management, Inc. fdba Evergreen Properties of Whiteville, LLC Evergreen Properties of Wilmington, LLC Evergreen Properties of Fayetteville, LLC dba Horizon Home Care P.O. Box 425 Whiteville, NC 28472 Bankruptcy Case No.: 13-05183 Chapter 11 Petition Date: August 16, 2013 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Randy D. Doub Debtor's Counsel: Jason L. Hendren, Esq. HENDREN & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919) 573-1422 Fax: (919) 420-0475 E-mail: jhendren@hendrenmalone.com Scheduled Assets: $4,909,231 Scheduled Liabilities: $4,808,216 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/nceb13-05183.pdf The petition was signed by Ginger Gore, president. EXCEL MARITIME: Objects to Panel's Bid to Terminate Exclusivity --------------------------------------------------------------- BankruptcyData reported that Excel Maritime Carriers filed with the U.S. Bankruptcy Court an objection to the official committee of unsecured creditors' motion for an order terminating the Debtors' exclusive plan filing and solicitation periods. The objection explains, "A Debtor's exclusive right to negotiate and propose a plan of reorganization is fundamental to the Chapter 11 process. For that reason, a party seeking to terminate exclusivity bears a heavy burden. This formidable burden is heightened in light of the factual context of the Committee's motion in this case, namely (i) its motion comes only 30 days into the Chapter 11 process, (ii) the Debtors already have negotiated a plan with their secured lenders to restructure roughly $1 billion of debt, and (iii) the Debtors continue to negotiate with the Committee, notwithstanding that its constituent unsecured noteholders are woefully out of the money based on any rational valuation metric." As previously reported by The Troubled Company Reporter, the Official Committee of Unsecured Creditors asked the Court to end the exclusivity period granted to Excel Maritime to allow other interested parties to propose their reorganization plans for the Debtors. The Creditors' Committee complained that the Debtors' prepackaged plan only benefits the secured lenders and controlling shareholders. The prepackaged plan would give ownership of the company to secured lenders owed US$771 million, although the lenders will allow current owner Gabriel Panayotides to maintain control least initially and buy the company back later. The Committee is opposed to the aspect of the plan where the current owner can retain an interest while unsecured creditors receive "nominal to no distribution." 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. FIRST DATA: Incurs $189.1 Million Net Loss in Second Quarter ------------------------------------------------------------ First Data Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $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 during the prior year. 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. The Company's balance sheet at June 30, 2013, showed $43.70 billion in total assets, $41.67 billion in total liabilities, $65.2 million in redeemable noncontrolling interest, and $1.95 billion in total equity. A copy of the Form 10-Q is available for free at: http://is.gd/1S4qSN 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. FLORIDA GAMING: Lender Dispute Prompts Bankruptcy Filing -------------------------------------------------------- Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company listed debt of $138.3 million and assets of $180 million in Chapter 11 documents filed yesterday in U.S. Bankruptcy Court in Miami. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Michael Bathon, writing for Bloomberg News, reports that Daniel Licciardi, an executive vice president of the Company, said in court papers that the bankruptcy filing was "brought about by ABC Funding's relentless effort to wrest control of Miami Jai-Alai and the casino." Bloomberg notes Florida Gaming borrowed $87 million from a syndicate of lenders, led by agent ABC Funding LLC, to repay existing debt and fund the construction of the 60,000-square-foot casino. Florida Gaming said ABC Funding determined that it was in technical default of the financing agreement and moved to foreclose on its assets. The casino operator said in court papers that it made all required payments. Bloomberg recounts that the Company previously negotiated a sale of virtually all its assets to fellow casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., a partner with Salazar Jackson in Miami, represents Florida Gaming in the bankruptcy case but declined to comment Monday, according to a Miami Herald report. GELT PROPERTIES: PRO Capital Wants to Foreclose on Tax Lien Certs ----------------------------------------------------------------- PRO Capital Fund I L.L.C. asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to modify the automatic stay and for leave to foreclose on its tax lien certificate on these real properties owned by Gelt properties, L.L.C.: 1. 108 E. Ingham Avenue, Block 8505, Lot 20, Trenton, Mercer County, New Jersey; and 2. 1020 Hudson Street, Block 17105, Lot 15, Trenton, Mercer County, New Jersey. Pro Capital is the holder of three New Jersey tax lien certificates which are liens on the premises. The Debtor failed to make payments to discharge the tax lien certificate and has failed to pay postpetition taxes on the property since the filing of the Petition, or has failed to do both. According to PRO Capital, the adequate protection of the interest is lacking. The Court will consider PRO Capital's request at a hearing scheduled for Sept. 10, at 11 a.m. Adam D. Greenberg, Esq. -- agreenberg@hgllclaw.com -- at the Law Offices of Honig & Greenberg, L.L.C., represents PRO Capital Fund I L.L.C. About Gelt Properties Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11- 15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., and Daniel S. Siedman, Esq., at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold & Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson, Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II, Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt Properties, LLC. Ciardi Ciardi & Astin also represents Debtor Gelt Financial Corporation as counsel. Gelt Properties disclosed $4.73 million in assets and $4.84 million in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial has scheduled $20.3 million in assets and $17.05 million in liabilities as of the Chapter 11 filing. Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff McCabe, P.C., represent the Unsecured Creditors' Committee. Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the Committee's accountants. GENERAL AUTO: Motion to Reconsider Plan Confirmation Denied ----------------------------------------------------------- The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the District of Oregon denied creditor Park & Flanders LLC's motion to reconsider the order confirming General Auto Building LLC's Fifth Amended Plan of Reorganization dated Feb. 11, 2013. Judge Perris said she is not convinced that Park & Flanders has demonstrated a basis for reconsideration of the confirmation order. The Debtor stated that Park & Flanders' motion must be denied because (1) there is no likelihood of irreparable harm to Park & Flanders; (2) a stay is not in the public interest; (3) the balance of hardships tips in favor of Debtor; and (4) there are no serious questions going to the merits of the confirmation order. As reported in the Troubled Company Reporter on Aug. 1, 2013, the Court entered an order confirming the Debtor's Fifth Amended Plan. A copy of the confirmation order is available at: http://bankrupt.com/misc/generalauto.doc440.pdf Park & Flanders asked the Bankruptcy for a stay of the confirmation order, pending the disposition of its motion for reconsideration, and, if necessary, further staying the confirmation order pending appeal following the Court's entry of its order on the motion for reconsideration. Park & Flanders argued that: * The Confirmation Order understates the amount of Park & Flanders' allowed secured claim because the amount of cash collateral as of the Effective Date is understated, as evidenced by the Debtor's most recent monthly operating report. * The Court's concluded appropriate interest rate is understated because interest rates and Treasury yields have increased significantly since the confirmation hearings and the deferred payments to be received by Park & Flanders under the Plan do not equal or exceed the amount of Park & Flanders' Allowed Secured Claim. * The Court failed to evaluate and determine whether the new value contribution to be made by Heorot Mead Hall, LLC, is reasonably equivalent to the value to be received by Heorot under the Plan, as required by Ninth Circuit law. * The $153,000 remaining capital contribution from TCC is payable directly to Park & Flanders under the loan documents and must be added to the amount of Park & Flanders' Allowed Secured Claim. * The insiders which hold subordinate claims cannot receive or retain any property under the Plan because they did not contribute any new value to satisfy the new value corollary to the absolute priority rule. * The Debtor introduced no evidence to support the Court's finding that separate classification of Class 6 claims was necessary for administrative convenience, and without Class 6, there is no consenting impaired class to satisfy Bankruptcy Code Sec. 1129(a)(10) and confirm the Plan. About General Auto Building General Auto Building, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-31450) on March 2, 2012. The Debtor is an Oregon limited liability company formed in 2007 with its principal place of business in Spokane, Washington. It was formed to renovate and lease its namesake commercial property located at 411 NW Park Avenue, Portland, Oregon. As of the Petition date, the Debtor has developed virtually all of the General Automotive Building and has leased approximately 98% of the building's space to retail and commercial tenants. The Debtor continues to seek tenants for the remaining spaces. Judge Elizabeth L. Perris presides over the case. Michael W. Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve as the Debtor's counsel. The Debtor has scheduled $10,010,620 in total assets and $13,519,354 in total liabilities. The U.S. Trustee was unable to appoint an official committee of unsecured creditors in the case. GENERAL AUTO: January Hearing on Bid to Disqualify Tonkon Torp -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon will convene a hearing on Jan. 13, 2014, at 9 a.m., to consider the motion to remove Tonkon Torp LLP as counsel for General Auto Building, LLC. Gail Brehm Geiger, Acting U.S. Trustee for Region 18, by and through her counsel, Carla G. McClurg, has asked that the Court (i) disqualify Tonkon Torp as counsel; and (ii) disallow fees as of at least the date it began its representation of McCall General Investments, LLC or its principals. The Acting Trustee explained that Tonkon Torp was no longer disinterested or held or represented an interest adverse to the estate. The Acting Trustee noted that Tonkon Torp represented the source of funding for the Debtor's plan, MGI, and the Debtor at the same time in the case. Tonkon Torp also intends to take equity as payment for some of its fees without appropriate notice, disclosure, or court approval. Tonkon Torp has also failed to timely make a full disclosure of its representation of MGI. MGI is a member of Heorot Mead Hall, LLC, which holds a substantial amount of assigned insider claims. About General Auto Building General Auto Building, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-31450) on March 2, 2012. The Debtor is an Oregon limited liability company formed in 2007 with its principal place of business in Spokane, Washington. It was formed to renovate and lease its namesake commercial property located at 411 NW Park Avenue, Portland, Oregon. As of the Petition date, the Debtor has developed virtually all of the General Automotive Building and has leased approximately 98% of the building's space to retail and commercial tenants. The Debtor continues to seek tenants for the remaining spaces. Judge Elizabeth L. Perris presides over the case. Michael W. Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve as the Debtor's counsel. The Debtor has scheduled $10,010,620 in total assets and $13,519,354 in total liabilities. As reported in the TCR on Feb. 4, 2013, according to the Third Amended Disclosure Statement, generally, the Plan provides that, among other things: (a) all membership interests in the Debtor will be canceled on the Effective Date; (b) North Park Development will purchase a $400,000 membership interest in Reorganized Debtor; and (c) all Insiders and Creditors of Debtor are offered the opportunity to purchase membership interests in the Reorganized Debtor in $50,000 increments. The U.S. Trustee was unable to appoint an official committee of unsecured creditors in the case. GUITAR CENTER: Reports $8.5 Million Net Loss in Second Quarter -------------------------------------------------------------- Guitar Center Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $8.56 million on $504.83 million of net sales for the three months ended June 30, 2013, as compared with a net loss of $4.81 million on $486.59 million of net sales for the same period last year. For the six months ended June 30, 2013, the Company incurred a net loss of $11.78 million on $1.03 billion of net sales, as compared with a net loss of $2.27 million on $1.01 billion of net sales for the same period last year. As of June 30, 2013, the Company had $1.80 billion in total assets, $1.69 billion in total liabilities and $116.61 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/zhYzoL About Guitar Center Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer with 312 stores and a direct response segment, which operates its Web sites. It operates three distinct musical retail business - Guitar Center (about 70% of revenue), Music & Arts (about 7% of revenue), and Musician's Friend (its direct response subsidiary with 24% of revenue). Total revenue is about $2 billion. The Company reported a net loss of $236.94 million in 2011, a net loss of $56.37 million in 2010, and a net loss of $189.85 million in 2009. Bankruptcy Warning The Company said in its annual report for the year ended Dec. 31, 2011, that its ability to make scheduled payments or to refinance its debt obligations depends on the Company and Holdings' financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond its control. The Company cannot provide any assurance that it will maintain a level of cash flows from operating activities sufficient to permit it to pay the principal, premium, if any, and interest on its indebtedness. If the Company cannot make scheduled payments on its debt, the Company will be in default and, as a result: * its debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under the Company's senior secured credit facilities could terminate their commitments to lend the Company money and foreclose against the assets securing their borrowings; and * the Company could be forced into bankruptcy or liquidation. * * * As reported in the Troubled Company Reporter on Feb. 28, 2011, Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2 Corporate Family Rating and the $622 million existing term loan rating of Caa1 due October 2014. The Probability of Default Rating was revised to Caa2/LD from Caa2 while the Speculative Grade Liquidity assessment was changed to SGL-2 from SGL-3. The rating outlook remains stable. The Caa2/LD Probability of Default rating reflects Moody's view that the extended deferral of interest on the Holdco notes constitutes a distressed exchange under Moody's definition and also anticipates that additional exchanges of this nature are possible over the near term. The Limited Default designation was prompted by the company's executed amendment of the HoldCo notes, which allows for a deferral of 50% of the interest payments for 18 months. Moody's views this as a distressed exchange that provides default avoidance. This LD designation applies to the proposed follow-on amendment to defer the HoldCo note interest payments by another six months. Subsequent to the actions, Moody's will remove the LD designation and the PDR will be Caa2 going forward. HARMONY FOODS: Moody's Withdraws B3 CFR After Company Sale ---------------------------------------------------------- Moody's Investors Service withdrew the ratings of GSH Holdings, Inc. and its subsidiary Harmony Foods Corporation d/b/a Santa Cruz Nutritionals including GSH's B3 Corporate Family Rating. Moody's previously withdrew the B3 rating on Santa Cruz's senior secured notes due 2016. The withdrawals follow the repayment of the notes in conjunction with the sale of Santa Cruz to RoundTable Healthcare Partners from Levine Leichtman Capital Partners. GSH/Santa Cruz no longer have rated debt outstanding. Withdrawals: Issuer: GSH Holdings, Inc. Corporate Family Rating, Withdrawn, previously rated B3 Probability of Default Rating, Withdrawn, previously rated B3-PD Previous Withdrawal: Issuer: Harmony Foods Corporation DBA Santa Cruz Senior Secured Regular Bond/Debenture due May 1, 2016, Withdrawn on August 9th, previously rated B3, LGD3 - 46% Outlook Actions: Issuer: GSH Holdings, Inc. Outlook, Changed To Rating Withdrawn From Stable Issuer: Harmony Foods Corporation DBA Santa Cruz Outlook, Changed To Rating Withdrawn From Stable Ratings Rationale: Harmony Foods Corporation d/b/a/ Santa Cruz Nutritionals is a formulator and manufacturer of gummy nutraceuticals in the United States. HARRISBURG, PA: AG Takes Up Harrisburg Incinerator Investigation ---------------------------------------------------------------- Law360 reported that Pennsylvania Attorney General Kathleen Kane is currently looking into reports of criminal activity connected to a bungled waste-to-energy incinerator project that saddled Harrisburg with more than $300 million in debt, a spokesman in her office confirmed. According to the report, spokesman Joe Peters said in a statement that the Dauphin County district attorney had referred the matter to the attorney general's office. The project to upgrade the incinerator, which began with a bond sale in 2003, ultimately served to push the state capital into state receivership. About Harrisburg, Pennsylvania The city of Harrisburg, in Pennsylvania, is coping with debt related to a failed revamp of an incinerator. The city is $65 million in default on $242 million owing on bonds sold to finance an incinerator that converts trash to energy. The Harrisburg city council voted 4-3 on Oct. 11, 2011, to authorize the filing of a Chapter 9 municipal bankruptcy (Bankr. M.D. Pa. Case No. 11-06938). The city claims to be insolvent, unable to pay its debt and in imminent danger of having tax revenue seized by holders of defaulted bonds. Judge Mary D. France presided over the Chapter 9 case. Mark D. Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's counsel. The petition estimated $100 million to $500 million in assets and debts. Susan Wilson, the city's chairperson on Budget and Finance, signed the petition. Harrisburg said in court papers it is in imminent jeopardy through six pending legal actions by creditors with respect to a number of outstanding bond issues relating to the Harrisburg Materials, Energy, Recycling and Recovery Facilities, which processes waste into steam and electrical energy. The owner and operator of the incinerator is The Harrisburg Authority, which is unable to pay the bond issues. The city is the primary guarantor under each bond issue. The lawsuits were filed by Dauphin County, where Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and Covanta Harrisburg Inc. The Commonwealth of Pennsylvania, the County of Dauphin, and Harrisburg city mayor Linda D. Thompson and other creditors and interested parties objected to the Chapter 9 petition. The state later adopted a new law allowing the governor to appoint a receiver. Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg, P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor. In November 2011, the Bankruptcy Judge dismissed the Chapter 9 case because (1) the City Council did not have the authority under the Optional Third Class City Charter Law and the Third Class City Code to commence a bankruptcy case on behalf of Harrisburg and (2) the City was not specifically authorized under state law to be a debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2). Dismissal of the Chapter 9 petition was upheld in a U.S. District Court. That same month, the state governor appointed David Unkovic as receiver for Harrisburg. Mr. Unkovic is represented by the Municipal Recovery & Restructuring group of McKenna Long & Aldridge LLP, led by Keith Mason, Esq., co-chair of the group. Mr. Unkovic resigned as receiver March 30, 2012. Mr. Unkovic was replaced by William Lynch as receiver. HAWKER BEECHCRAFT: Reorg Co. Aims to Shed Jet Business by Year End ------------------------------------------------------------------ Jon Ostrower, writing for Daily Bankruptcy Review, reported that Beechcraft Corp.'s chief executive said the plane maker will have divested the remaining assets from its former Hawker jet business by the end of the year, extending its original goal after emerging from bankruptcy. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. The Committee's financial advisor is FTI Consulting, Inc. On June 30, 2012, Hawker filed its Plan, which proposed to eliminate $2.5 billion in debt and $125 million of annual cash interest expense. The plan would give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. In July 2012, Hawker disclosed it was in exclusive talks with China's Superior Aviation Beijing Co. for the purchase of Hawker's corporate jet and propeller plane operations out of bankruptcy for $1.79 billion. In October 2012, Hawker unveiled that those talks have collapsed amid concerns a deal with Superior wouldn't pass muster with a U.S. government panel and other cross-cultural complications. Sources told The Wall Street Journal that Superior encountered difficulties separating Hawker's defense business from those units in a way that would make both sides comfortable the deal would get U.S. government clearance. The sources told WSJ the defense operations were integrated in various ways with Hawker's civilian businesses, especially the propeller plane unit, in ways that proved difficult to untangle. Thereafter, Hawker said it intends to emerge from bankruptcy as an independent company. On Oct. 29, 2012, Hawker filed a modified reorganization plan and disclosure materials. Hawker said the plan was supported by the official creditors' committee and by a "substantial majority" of holders of the senior credit and a majority of holders of senior notes. Hawker said it will either sell or close the jet-manufacturing business. The revised plan still offers 81.9% of the new stock in return for $921 million of the $1.83 billion owing on the senior credit. Unsecured creditors are to receive the remaining 18.9% of the new stock. Holders of the senior credit will receive 86% of the new stock. The senior credit holders are projected to have a 43.1% recovery from the plan. General unsecured creditors' recovery is a projected 5.7% to 6.3%. The recovery by holders of $510 million in senior notes is predicted to be 9.2% to 10%. Beechcraft Corp., formerly Hawker Beechcraft, on Feb. 19, 2013, disclosed that it has formally emerged from the Chapter 11 process as a new company well-positioned to compete vigorously in the worldwide business aviation, special mission, trainer and light attack markets. The company's Joint Plan of Reorganization was approved by the Bankruptcy Court on Feb. 1, and became effective on Feb. 15. HEALTH MANAGEMENT: Fitch Assigns 'BB-' Issuer Default Rating ------------------------------------------------------------ Fitch Ratings does not expect any immediate change to Health Management Associates' ratings following a vote by shareholders to replace the entire Board of Directors. Fitch will review the ratings when there is better clarity on whether the shareholders are likely to approve the acquisition agreement with Community Health Systems (Community), as well as details of any plan by the new board to manage an operational turn-around of the company. Health Management became the subject of takeover rumors earlier in the year following signs that Glenview Capital Management, LLC (Glenview), its largest shareholder, was unhappy with the company's management strategy. The for-profit hospital sector has been actively consolidating ahead of the implementation of the insurance expansion elements of the Affordable Care Act in 2014. The rationale for strategic acquisitions is enhanced by an expectation of higher patient volumes as well as lower levels of uninsured patients and uncompensated care. Community announced its intent to acquire Health Management in a cash and stock deal valued at about $7.9 billion. The transaction is contingent upon approval of 70% of Health Management's shareholders. Glenview publicly stated that it viewed Community's offer as establishing a 'floor value' for the company. The shareholder believes that the replacement Board will be better able to determine whether the offer represents fair value for the company. Community's offer values Health Management at about 8.2x LTM EBITDA. This valuation is consistent with other transactions recently announced in the for-profit hospital space, most notably Tenet Healthcare Corp.'s planned acquisition of Vanguard Health Systems for $4.3 billion valuing Vanguard at 7.9x LTM EBITDA. Negotiating a higher acquisition price could be complicated by Health Management's recently weak operating trends and regulatory issues. Health Management reported Q2'13 results that included a 6.7% drop in hospital admissions and a 2.4% drop in admissions adjusted for outpatient activity. These organic volume results continue to lag industry peers; the company is also facing ongoing investigations into its hospital admissions and revenue recognition practices with both the DOJ and the SEC. Fitch does not expect the change in the composition of the Board or the acquisition agreement with Community to result in an event of default or acceleration of Health Management's outstanding debt. The company previously negotiated waivers to its bank agreement change of control provision with lenders and the outgoing board has approved the income slate of directors, which should avoid triggering a change of control under the bond indentures. Fitch rates Health Management as follows: -- IDR 'BB-'; -- Senior secured bank facility 'BB+'; -- Senior secured notes due 2016 'BB+'; -- Senior unsecured notes due 2020 'BB-'; -- Senior subordinated convertible notes due 2028 'B'. All ratings are on Negative Watch. Fitch placed the ratings on Negative Watch on July 18, following the filing of Glenview's proxy solicitation seeking to replace the Board of Directors. Fitch expects to resolve the Rating Watch when there is better clarity on whether shareholders are likely to approve the acquisition agreement with Community. In addition, any plan by senior management to address the industry lagging performance and regulatory investigations will be considered in resolving the Rating Watch. Maintenance of a 'BB-' IDR for Health Management will require total debt-to-EBITDA generally sustained below 4.0x, coupled with a solid liquidity profile with a FCF margin sustained above 3%. At 4.1x total-debt-to-EBITDA at June 30, 2013, Health Management has little headroom in the metrics at the 'BB-' IDR. A downgrade of the ratings or a Negative Outlook could result from deterioration in EBITDA or an increase in debt levels because of more aggressive management of the capital structure. Weak growth in EBITDA could result from a combination of: -- Persistently poor organic patient utilization trends in Health Management's largest hospital markets in the Southeastern U.S.; -- Topline headwinds due to reputational issues associated with the company's regulatory investigations and margin pressure due to increased legal fees and expenses; and -- Operating disruptions or management distraction as a result of the BOD and management transition. HEDGELAND ENTERPRISES: Case Summary & 9 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Hedgeland Enterprises, LLC 40128 Hedgeland Waterford, VA 20197 Bankruptcy Case No.: 13-13708 Chapter 11 Petition Date: August 13, 2013 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Brian F. Kenney Debtor's Counsel: James P. Campbell, Esq. CAMPBELL FLANNERY, P.C. One Village Plaza 1602 Village Market Boulevard, Suite 220 Leesburg, VA 20175 Tel: (703) 771-8344 Fax: (703) 777-1485 E-mail: jcampbell@campbellflannery.com Scheduled Assets: $2,600,333 Scheduled Liabilities: $2,657,708 A copy of the Company's list of its nine unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/vaeb13-13708.pdf The petition was signed by Jayne M. Toering, manager. HI-WAY EQUIPMENT: Plan Filing Period Extended Until Oct. 15 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas extended Hi-way Equipment Company, et al.'s exclusive period to file a plan until Oct. 15, 2013, and the Debtor's exclusive period to solicit acceptances of a plan until Dec. 16, 2013. About Hi-Way Equipment Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-41498) on April 1, 2013. Charles W. Reeves, Jr., signed the petition as chief restructuring officer. Holland Neff O'Neil, Esq., and Virgil Ochoa, Esq., at Gardere Wynne Sewell, LLP, in Dallas, Texas, serve as the Debtor's counsel. The Debtor estimated assets and debts of at least $10 million. John Y. Bonds, III, Esq., and Joshua N. Eppich, Esq., at Shannon Ratliff & Miller, LLP, represent the Official Committee of Unsecured Creditors as counsel. Hi-Way Equipment has been providing rental and sales of equipment since 1948. In 2008, Hi-Way Equipment acquired Equipment Support Services, Inc. As part of that acquisition, Hi-Way Equipment expanded to become a dealer of Case and Case IH equipment through CNH America LLC. With the acquisition of ESS, Hi-Way Equipment acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett Industries Partners Acquisition, LLC, Future Equipment Holdings, LLC, Future Equipment Partners, LLC, Equipment Support Services, Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings Acquisition, LLC, and Southern Power Acquisition, Inc. In 2011, Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment was the sole surviving entity. Hi-Way Equipment serves as the non-exclusive dealer of Case and Case IH equipment in numerous counties across Texas. HI-WAY EQUIPMENT: Committee Can Retain Shannon Gracey as Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized the Official Committee of Unsecured Creditors of Hi-Way Equipment Company LLC, et al., to retain Shannon, Gracey, Ratliff & Miller, LLP, as Counsel to the Committee. As reported in the TCR on July 9, Shannon Gracey will render these professional services: a. assist, advise and represent the Committee in its consultations regarding the administration of this case; b. assist, advise and represent the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses and the desirability of the continuance of such businesses, and any other matters relevant to these cases or the formulation of a plan; c. assist, advise and represent the Committee in analyzing the Debtors' remaining assets and liabilities, investigating the extent and validity of liens, cash collateral stipulations and contested matters; d. assist, advise and represent the Committee in participating in the negotiation and formulation of a disclosure statement and plan of reorganization and to advise those represented by the Committee of the Committee's determinations as to any plan; e. request the appointment of a trustee or examiner as provided for under Section 1104 of the Bankruptcy Code, if appropriate; f. assist, advise and represent the Committee with respect to the Debtors' potential postpetition financing transactions and cash collateral issues; g. assist, advise and represent the Committee in any manner relevant to preserving and protecting the Debtors' estates and the rights of creditors; h. assist, advise and represent the Committee regarding the evaluation of claims, preferences, fraudulent transfers and other actions; i. prepare on behalf of the Committee all necessary applications, motions, answers, orders, reports, and other legal papers; j. appear in Court and to protect the interests of the Committee before the Court; and k. perform all other legal services of the Committee which may be necessary and proper in this proceeding. Shannon Gracey's current standard hourly rates for attorneys and other professionals are: Attorneys $220 to $525 Paralegals/Law Clerks $90 to $150 About Hi-Way Equipment Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-41498) on April 1, 2013. Charles W. Reeves, Jr., signed the petition as chief restructuring officer. Holland Neff O'Neil, Esq., and Virgil Ochoa, Esq., at Gardere Wynne Sewell, LLP, in Dallas, Texas, serve as the Debtor's counsel. The Debtor estimated assets and debts of at least $10 million. John Y. Bonds, III, Esq., and Joshua N. Eppich, Esq., at Shannon Ratliff & Miller, LLP, represent the Official Committee of Unsecured Creditors as counsel. Hi-Way Equipment has been providing rental and sales of equipment since 1948. In 2008, Hi-Way Equipment acquired Equipment Support Services, Inc. As part of that acquisition, Hi-Way Equipment expanded to become a dealer of Case and Case IH equipment through CNH America LLC. With the acquisition of ESS, Hi-Way Equipment acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett Industries Partners Acquisition, LLC, Future Equipment Holdings, LLC, Future Equipment Partners, LLC, Equipment Support Services, Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings Acquisition, LLC, and Southern Power Acquisition, Inc. In 2011, Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment was the sole surviving entity. Hi-Way Equipment serves as the non-exclusive dealer of Case and Case IH equipment in numerous counties across Texas. ISC8 INC: PFG Extends Forbearance Period Until September 20 ----------------------------------------------------------- ISC8 Inc. and Partners for Growth III, L.P., on July 1, 2013, entered into a Ninth Extension of Forbearance under Loan and Security Agreement, wherein PFG agreed to continue its forbearance from exercising its rights and remedies under the Loan Agreement until Aug. 2, 2013; provided, however that if the Company received proceeds of at least $3 million from the sale of convertible debt or equity by Aug. 2, 2013, PFG's forbearance continued until Sept. 20, 2013. As previously reported, ISC8 was not in compliance with the financial covenants contained in its Dec. 14, 2011, Loan and Security Agreement with PFG. PFG's Forbearance Extension will continue on a rolling basis into the future, provided the Company continues to raise sufficient additional capital. The Company has consummated the Financing as required in the Forbearance Agreement. On August 8, the Company received subscription agreements from certain accredited investors to purchase senior subordinated secured convertible promissory notes in the aggregate principal amount of $3.4 million, which amount includes an original issue discount of 7.7 percent, whereby the Notes contain an additional 7.7 percent of principal, such that the total principal amount represented by the Notes is $3.2 million. The Notes are a part of the senior subordinated secured promissory notes authorized for issuance by the Company's Board of Directors in the aggregate principal amount of up to $20 million on March 7, 2013. To date, the Company has issued senior subordinated secured promissory notes in the aggregate principal amount of approximately $15.3 million under the 2013 Note Series. The Notes accrue simple interest at a rate of 12 percent per annum and are due and payable on Jan. 31, 2014. The Notes are secured under the terms of the Security Agreement, and are subordinate to the Existing Secured Debt of the Company, as such term is defined in the Notes. In consideration of PFG's granting the Forbearance Extension, the Company agreed to: (i) pay to PFG a cash payment equal to 12.5 percent of the gross proceeds of a Financing completed by the Company, multiplied by 0.077 percent; and (ii) issue to PFG a warrant to purchase shares of the company Common Stock, par value $0.01 per share, equal to 12.5 percent of the gross proceeds received from a Financing, multiplied by 3.97. The PFG Warrants will be exercisable for $0.01, and will expire seven-years from the date of issuance. Both the cash payment and the PFG Warrants are issuable upon the earlier of closing of a Financing, or Dec. 31, 2013. A copy of the Ninth Forbearance Extension is available at: http://is.gd/suk1YM About ISC8 Inc. Costa Mesa, California-based ISC8 Inc. is engaged in the design, development, manufacture and sale of a family of security products, consisting of cyber security solutions for commercial and U.S. government applications, secure memory products, some of which utilize technologies that the Company has pioneered for three-dimensional ("3-D") stacking of semiconductors, systems in a package ("Systems in a Package" or "SIP"), and anti-tamper systems. Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport Beach, California, expressed substantial doubt about ISC8 Inc.'s ability to continue as a going concern. The independent auditors noted that as of Sept. 30, 2012. the Company has negative working capital of $10.1 million and a stockholders? deficit of $35.4 million. The Company reported a net loss of $19.7 million on $4.2 million of revenues in fiscal 2012, compared with a net loss of $15.8 million on $5.2 million of revenues in fiscal 2011. The Company's balance sheet at March 31, 2013, showed $4.71 million in total assets, $47.74 million in total liabilities and a $43.02 million total stockholders' deficit. J & J DEVELOPMENTS: Trustee Seeks to Convert Case to Chapter 7 -------------------------------------------------------------- Steven L. Speth, liquidating Trustee of J & J Developments Inc., asks the Court to convert the existing Chapter 11 case of J & J Developments Inc. to one under Chapter 7 of the Bankruptcy Code. The only remaining Chapter 11 assets are potential Chapter 5 proceedings. All tangible assets of the Debtor have been liquidated. The estate is continuing to accrue Chapter 11 quarterly fees, which will not provide any benefit to the unsecured creditors in the event Chapter 5 recoveries are generated. Mr. Speth also proposes to serve as Chapter 7 trustee when the case is converted, saying it is in the best interests of the creditors and the bankruptcy estate. Hearing on the motion is set for Sept. 12, 2013, at 10:30 a.m. About J & J Developments J & J Developments Inc. is a real estate holding company holding title to real estate in more than 20 locations in Kansas. Many of those locations contain convenience stores. J & J Developments filed a Chapter 11 petition (Bankr. D. Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012. John E. Brown signed the petition as president and chief executive officer. The Debtor is represented by Edward J. Nazar, Esq., at Redmond & Nazar, LLP, in Wichita, Kansas. Judge Robert E. Nugent presides over the case. According to the petition, the Debtor has scheduled assets of $18.7 million and scheduled liabilities of $34,933. In April 2013, J & J Developments, Inc. won confirmation of its Chapter 11 Liquidation Plan dated Nov. 30, 2012. JEWISH COMMUNITY: Court Resets Confirmation Hearing to Aug. 26 -------------------------------------------------------------- On Aug. 3, 2013, the U.S. Bankruptcy Court for the District of New Jersey entered an amended order approving the Joint Disclosure Statement filed by Jewish Community Center of Greater Monmouth County, Chapter 11 Trustee Catherine E. Youngman and Secured Creditor Save the Monmouth JCC, LLC, dated May 29, 2013. Written acceptances, rejections or objections to the Joint Plan shall be filed with the attorney for the Trustee not less than seven (7) days before the hearing on confirmation of the Joint Plan. Aug. 26, 2013, at 10:00 a.m. is fixed as the date and time for hearing on confirmation of the Joint Plan. As reported by The Troubled Company Reporter on June 24, 2013, Jewish Community Center of Greater Monmouth County filed a Joint Chapter 11 Plan of Reorganization and Disclosure Statement dated May 29, 2013. The Plan provides that the Reorganized Debtor will operate the facilities to primarily run the performing arts programming, summer camps and the senior, adult and Jewish programming. In addition, the Reorganized Debtor will identify and enter into strategic ventures during 2013 and 2014 with one or more operators to manage modified uses of the health and physical education facilities. The Plan would include allowing Deal Sephardic Network ("DSN") to operate its youth programming at the facility. Through the Plan, the Debtor is rejecting all rights to, interests in and contracts relating to membership in and access to the Debtors' educational and recreational services and facilities. The Plan also provides for a possible sale of the Debtor's assets. The Plan classifies and designates claims and interests in various classes. Creditors of Classes 1 and 2 Secured Claims (Save the JCC -- $6.7 million and Donald Epstein -- $254,444) will retain their prepetition lien on the Debtor's assets, and these claims are expected to be paid in full. Class 3 Priority Wage Claims and Class 4 Priority Employee Benefit Plan Claims are also expected to be paid in full. Class 5 General Unsecured Claims, estimated to total $1.6 million, will be paid from a pool that is being established for this class of $100,000. Class 5 Allowed Claims will each receive a pro-rata portion of the pool based on the Gross Amount of all Allowed Claims in the Class. A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/JEWISHCOMMUNITY_DSMay29.PDF About Jewish Community Center Headquartered in Deal Park, New Jersey, Jewish Community Center of Greater Monmouth County, A Not-For-Profit Corporation -- http://jccmonmouth.org/-- offers services, programs, events, activities, and facilities to Jewish families and individuals in Monmouth County. Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. On Aug. 9, 2012, the U.S. Trustee appointed Catherine E. Youngman, as Chapter 11 Trustee of the Debtor's bankruptcy estate. Michael E. Holt, Esq., and Catherine E. Youngman, Esq., at Forman Holt Eliades Ravin & Youngman LLC, represent the Trustee as counsel. K-V PHARMACEUTICAL: Asks for 4th Extension of Plan Exclusivity -------------------------------------------------------------- K-V Discovery Solutions, Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of New York to extend the Debtors' exclusive periods to file and solicit acceptances of a plan of reorganization until Oct. 16, 2013, and Dec. 16, 2013, respectively. This is the Debtors' Fourth Request for Extension of the Debtors' exclusive periods. The Objection deadline line is 4:00 p.m. on Aug. 3, 2013. The hearing to consider the approval of the Motion is scheduled for Aug. 28, 2013, at 11:00 a.m. On June 21, 2013, the Debtors filed their Sixth Amended Joint Chapter 11 Plan for K-V Discovery Solutions, Inc., and Its Affiliated Debtors and the related Disclosure Statement. The Plan reflects the terms of a global settlement by and among the Debtors, certain holders of KV's 2.5% Contingent Convertible Subordinated Notes due 2033 who have committed to provide certain equity financing in connection with the Plan, the Convertible Noteholder Consortium, the Ad Hoc Group of the Debtors' 12% Senior Secured Notes due March 15, 2015, and the Official Committee of Unsecured Creditors. Amended versions of the Plan and Disclosure Statement were filed on July 10, 2013 and July 19. On July 17, the Court entered an order approving, among other things, the Disclosure Statement and certain procedures relating to the solicitation and tabulation of votes on the Plan. A hearing on confirmation of the Plan is currently scheduled for Aug. 28. About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. K-V PHARMACEUTICALS: Creditors Slam Bondholders' Bid for Interest ----------------------------------------------------------------- Law360 reported that creditors of K-V Pharmaceutical Co. urged a New York bankruptcy judge to deny a group of senior bondholders' demand for post-petition interest on the debt they hold before convertible noteholders receive any payments. According to the report, the official committee of unsecured creditors and the Deutsche Bank Trust Co. Americas, the trustee for a group of convertible notes, are seeking summary judgment in the senior bondholders' lawsuit asserting their entitlement to be paid in full all accrued interest on a $235.8 million in debt. About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. KEYSTONE AUTOMOTIVE: S&P Assigns 'B' Corp. Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Exeter, Pa.-based Keystone Automotive Operations Inc., a distributor and marketer of specialty aftermarket equipment and accessories. The outlook is stable. At the same time, S&P assigned a 'B' issue-level rating and a '4' recovery rating to the company's $235 million first-lien term loan. The '4' recovery rating indicates S&P's expectation that lenders would receive average (30%-50%) recovery in the event of a payment default. S&P also assigned a 'CCC+' issue-level rating and a '6' recovery rating to the company's $100 million second- lien term loan. The '6' recovery rating indicates S&P's expectation that lenders would receive negligible (0%-10%) recovery in the event of a payment default. "The ratings on Keystone reflect our view of the company's "highly leveraged" financial risk profile and "weak" business risk profile," said credit analyst Robyn Shapiro. The stable outlook reflects S&P's expectation that Keystone's leverage, pro forma for the transaction, will be 6x or less over the next 12 months. The financial risk assessment also reflects S&P's expectation for some positive free cash flow in 2013, mostly due to increased sales and modest capital expenditures. The "highly leveraged" financial risk profile reflects the company's substantial debt burden and ownership by a financial sponsor. Private equity firm Platinum Equity owns a majority interest in Keystone, and S&P believes the company's financial policy will remain aggressive given the potential that it will distribute additional dividends to shareholders in the future, rather than reduce debt. S&P expects Keystone's credit metrics to improve marginally over the intermediate term, based on its assumption for gradual EBITDA improvements and its belief that management will approach growth prudently. The "weak" business risk assessment reflects the discretionary auto aftermarket business' cyclical nature. Keystone distributes products designed to improve the performance, functionality, and appearance of both on-road and off-road cars and trucks. These types of purchases depend significantly on trends in GDP, unemployment, new vehicle sales, and construction activity. The absence of repair and maintenance parts within the company's product range makes Keystone especially susceptible to downturns, as demonstrated in late 2008 and 2009. These concerns are only partially offset by Keystone's market position as the largest wholesale distributor of specialty auto aftermarket parts in the U.S. However, S&P views this industry as highly fragmented and competitive. Keystone's business risk profile considers the company's limited geographic diversity compared to some of its similarly rated peers, and S&P expects this to be the case in the foreseeable future. Many customers are small, independent retailers that S&P views as more vulnerable to market cycles compared to big-box rivals. However, the company benefits from a relatively broad customer base. Profitability is weaker compared to some rated aftermarket auto supplier peers, but EBITDA margins have recovered since the U.S. recession. S&P's economists currently forecast U.S. GDP growing modestly in 2013 and 2014. S&P expects construction demand to rebound, increasing Keystone's sales of truck and towing accessories. S&P expects unemployment to remain high, at about 8% for 2013 and 7% for 2014. S&P's base-case scenario assumptions for Keystone's operating performance over the next two years include: -- Revenue growth in the mid-single digits; -- An adjusted EBITDA margin in the high-single-digit percent range over the next 12-18 months related to increased sales and efficiencies; -- Positive free operating cash flow (FOCF) in 2013, given S&P's assumptions of modest capital expenditure requirements to support the distribution business. S&P expects similar cash flow generation in 2014 based on its projected margin improvements; -- No meaningful acquisitions over the next 12-18 months; and -- No debt reduction beyond the company's required annual amortization of the first-lien term loan. The stable rating outlook reflects S&P's expectation that Keystone's leverage will be about 6x at year-end 2013. S&P also assumes the company will continue to generate low, but still positive, FOCF over the next 12 months and subsequent years. S&P could lower the ratings if weaker-than-expected operating performance resulted in leverage of well above 6x or negative FOCF on a sustained basis. This could occur if EBITDA margins underperform S&P's base case in 2014. S&P could also lower the ratings if its anticipates a decrease in liquidity, which could occur if the company increases borrowings under its ABL facility to fund acquisitions or additional dividends. S&P considers an upgrade unlikely in the next year because it believes the company's financial risk profile will remain "highly leveraged" under its financial sponsors. LANDAUER HEALTHCARE: Case Summary & 30 Unsecured Creditors ---------------------------------------------------------- Debtor: Landauer Healthcare Holdings, Inc. One Bradford Road Mount Vernon, NY 10553 Bankruptcy Case No.: 13-12098 Affiliates that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Landauer-Metropolitan, Inc. 13-12099 Miller Medical & Respiratory, Inc. 13-12100 C.O.P.D. Services, Inc. 13-12101 American Homecare Supply New York, LLC 13-12102 American Homecare Supply Mid-Atlantic, LLC 13-12103 Denmarks LLC 13-12104 Genox Homecare, LLC 13-12105 Chapter 11 Petition Date: August 16, 2013 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Christopher S. Sontchi Debtors' Counsel: Michael R. Nestor, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: bankfilings@ycst.com - and ? Justin H. Rucki, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 E-mail: bankfilings@ycst.com Debtors' Bankruptcy Counsel: K&L GATES, LLP Debtors' Financial Advisor: CARL MARKS ADVISORY GROUP Debtors' Claims, Noticing And Balloting Agent: EPIQ SYSTEMS Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petitions were signed by Alan J. Landauer, executive chairman. Debtors' Consolidated List of Their 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Resmed Corporation Medical Supplies $1,701,562 9001 Spectrum Center Boulevard San Diego, CA 92123 Invacare Supply Group, Inc. Medical Supplies $1,606,935 9 Industrial Road Milford, MA 01757 Respironics, Inc. Medical Supplies $1,173,155 175 Chastain Meadows Court Kennesaw, GA 30144 Invacare Corporation Medical Supplies $1,118,335 1 Invacare Way Elyria, OH 44035-4190 Premier Courier Service Shipping/Logistics $232,913 McNeil Company, Inc. Trade $164,490 Roadrunner Mobility Service, Inc. Medical Supplies $156,992 Drive Medical Design & Medical Supplies $139,948 Manufacturing Precision Medical, Inc. Medical Supplies $126,958 Automotive Rentals, Inc. Maintenance $112,413 Airgas East Trade $111,203 Paetec Communications, Inc. Professional Services $108,443 Sunset Healthcare Solutions Trade $105,475 Fisher & Paykel Healthcare, Inc. Medical Supplies $103,238 The Hartford Insurance Company Insurance $93,671 Linde Gas North America, LLC Trade $93,343 VGM Fulfillment Shipping/Logistics $86,239 Masimo Americas, Inc. Trade $82,551 Commonwealth of Virginia Trade $79,627 UPS Trade $73,236 Select Express & Logistics Trade $70,274 Quality Medical Group Trade $58,563 Technigraphic Trade $55,773 Medifax-Edi, LLC Trade $50,592 Sammons Preston Rolyan Trade $47,594 Golden Technologies, Inc. Trade $43,215 GRM Information Mgmt. Svcs, Inc. Trade $40,249 Independence Medical Mfg., Inc. Medical Supplies $36,995 The Aftermarket Group Trade $32,920 Airgas USA, LLC Trade $31,407 LEHI ROLLER MILLS: Sold to KEB for $4.68 Million ------------------------------------------------ Steven Oberbeck, writing for The Salt Lake Tribune, reports that U.S. Bankruptcy Court Judge R. Kimball Mosier on Aug. 20 approved the sale of Lehi Roller Mills' assets assets for $4.68 million to KEB Enterprises, a holding company headed by Kenneth E. Brailsford, a former top executive at several Utah-based multilevel marketing companies including Nature's Sunshine Products and Enrich International. According to the report, Mr. Brailsford said he intends to continue to operate the company with the goal of "getting its sales back up and turning it into a profitable enterprise." He added that he plans to continue to provide jobs for the mill's 22 employees. According to the report, Mark Hashimoto, who in March was appointed by the U.S. Bankruptcy Court as chief restructuring officer for the mill, said the sale of the company's assets to KEB offers the best chance for the company's unsecured creditors, who are owed approximately $7 million, to receive a partial payment on what they are owned -- albeit it will likely be a small 5 percent. About Lehi Roller Mills Lehi Roller Mills Co., Inc., filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 12-35291) on Dec. 6, 2012, estimating under $50,000 in both assets and liabilities. Judge R. Kimball Mosier oversees the case. George B. Hofmann, Esq., and the law firm Parsons Kinghorn Harris, P.C., serves as the Debtor's general bankruptcy counsel. Lehi Roller Mills sells a variety of retail products. But the majority of the company's sales of wheat and flour are to commercial customers. LEVEL 3: Borrows $815 Million to Prepay Tranche B Term Loan ----------------------------------------------------------- Level 3 Financing, Inc., a wholly owned subsidiary of Level 3 Communications, Inc., entered into a sixth amendment agreement to the Existing Credit Agreement to incur $815 million in aggregate borrowings under the Existing Credit Agreement through an additional $815 million Tranche B-III 2019. The net proceeds of the New Tranche were used to pre-pay the Company's $815 million Tranche B 2019 Term Loan under the Existing Credit Agreement. As a result of the incurrence of the New Tranche and the pre-payment of the Tranche B 2019 Term Loan, the total aggregate principal amount of the loans under the Restated Credit Agreement remains $2,610,500,000. The New Tranche matures on Aug. 1, 2019. The New Tranche has an interest rate of, in the case of any ABR Borrowing (as defined in the Restated Credit Agreement), equal (a) to the greater of (i) the Prime Rate in effect on that day, (ii) the Federal Funds Effective Rate in effect on that day plus 1/2 of 1 percent and (iii) the sum of (A) the higher of (x) the LIBO Rate for a one month interest period on that day and (y) 1.0 percent, plus (B) 1.0 percent, plus (b) 2.0 percent per annum. In the case of any Eurodollar Borrowing, the New Tranche bears interest at the LIBO Rate for the interest period for that borrowing plus 3.0 percent per annum. The Company, as guarantor, Level 3 Financing, as borrower, Merrill Lynch Capital Corporation, as Administrative Agent and Collateral Agent, and certain other agents and certain lenders are party to that certain Credit Agreement, dated as of March 13, 2007, as amended and restated by that certain Fifth Amendment Agreement, dated as of Oct. 4, 2012. A copy of the Sixth Amendment Agreement is available for free at: http://is.gd/AQLQ4J In addition to the Sixth Amendment Agreement, in connection with incurrence of the New Tranche, Level 3 Financing and Level 3 LLC entered into an Amended and Restated Loan Proceeds Note with initial principal amount of $3,430,000,000. In connection with the pre-payment of the Tranche B 2019 Term Loan, Level 3 Financing and Level 3 LLC entered into a subsequent Amended and Restated Loan Proceeds Note with initial principal amount of $2,610,500,000. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. As of June 30, 2013, showed $12.86 billion in total assets, $11.75 billion in total liabilities and $1.11 billion total stockholders' equity. * * * In October 2012, Fitch Ratings affirmed the 'B' Issuer Default Ratings (IDRs) assigned to Level 3. LVLT's ratings recognize, in part, the de-leveraging of the company's balance sheet resulting from its acquisition of Global Crossing Limited (GLBC). As reported by the TCR on June 5, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Broomfield, Colo.- based global telecommunications provider Level 3 Communications Inc. to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. LANDAUER HEALTHCARE: Files for Chapter 11 to Sell to Quadrant ------------------------------------------------------------- Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. As of the bankruptcy filing, a total of $29.3 million is owed to senior secured lenders. The Debtors also owe principal shareholders led by Clairvest Equity Partners LP $3.75 million on a shareholder loan. In addition, there's $15 million in unsecured debt to trade creditors. The company encountered severe financial issues after it lost all of the competitive bidding areas in which it sought to be selected by CMS to select Medicare contract suppliers. Litigation later ensued following a botched sale of substantially all assets to a competitor, Passaic Healthcare Services, LLC. Allcare later lured away a significant portion of the Debtors' senior management team. Landauer and its affiliates have sought bankruptcy protection and have filed a motion for approval of procedures to sell all assets to Quadrant for $22 million pursuant to 11 U.S.C. Sec. 363, absent higher and better offers. The proposed procedures contemplate a Sept. 16, 2013 deadline for initial bids. If qualified bids are received by the deadline, an auction will be conducted on Sept. 18, 2013 at 10:00 a.m. Quadrant will receive bid protections: it will be reimbursed up to $200,000 for its reasonable expenses, and be paid a breakup fee of $440,000 in the event it is outbid. The parties agree that the stalking horse agreement with Quadrant will be terminated if these milestones are not achieved: -- The sale procedures order must be entered by the Court on or before Aug. 30, 2013. -- An auction must be held by Sept. 18, 2013; -- The sale hearing must be held by Sept. 20, 2013; -- The sale order must become a final order on or before Oct. 9, 2013; -- The sale to Quadrant must close on or before Oct. 14, 2013. The Debtors want a hearing on the sale procedures motion not later than August 30. The Debtors on the Petition Date also filed various first-day motions, including requests to prohibit utilities from discontinuing service, pay sales use and taxes, pay prepetition wages and benefits of employees, and pay insurance policies. LANDAUER HEALTHCARE: Seeks to Use Lenders' Cash Collateral ---------------------------------------------------------- Landauer Healthcare Holdings, Inc., and its affiliates seek approval from the bankruptcy court to use cash collateral. As of the bankruptcy filing, a total of $29.3 million is owed to senior secured lenders, led by TD Bank, N.A. as administrative agent, and TD Securities (USA) LLC and RBS Citizens N.A. as joint lead arrangers. In order to operate the Chapter 11 cases and consummate the sale, the Debtors need to utilize prepetition collateral, including cash collateral. The Debtors have no unencumbered funds. The Debtors have agreed to grant the lenders adequate protection in the form of liens, a superpriority claim, a bi-weekly cash sweep starting Sept. 3, and payment of principal and postpetition interest, and payment of expenses. About Landauer Healthcare Holdings Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer estimated assets and debt of at least $50 million. The Debtors have tapped K&L Gates LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor LLP as Delaware counsel, Carl Marks Advisory Group as financial advisors, and Epiq Systems as claims and notice agent. LANDAUER HEALTHCARE: Proposes Epiq as Claims Agent -------------------------------------------------- Landauer Healthcare Holdings, Inc., and its affiliates seek approval from the bankruptcy court to employ Epiq Bankruptcy Solutions, LLC, to assume full responsibility for the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtors' cases. As claims agent, Epiq will charge the Debtors at these rates: Position Hourly Rate -------- ----------- Clerical $30 to $50 Case Manager $60 to $95 IT/ Programming $80 to $150 Senior Case Manager / Consultant $100 to $140 Director Case Management Services $135 to $200 Case Analyst $75 to $125 Consultant/Senior Consultant $160 to $195 Director/Vice President Consulting $225 Communications Counselor $250 Executive Vice President $290 For its noticing services, Epiq will charge $50 per 1,000 e-mails, and $0.08 per page for facsimile noticing. For database maintenance, the firm will charge $0.08 per record per month, with fees for the first three months waived. For online claim filing services, Epiq will charge $600 per 100 claims filed. Epiq's call center operator will charge $75 per hour. About Landauer Healthcare Holdings Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer estimated assets and debt of at least $50 million. The Debtors have tapped K&L Gates LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor LLP as Delaware counsel, Carl Marks Advisory Group as financial advisors, and Epiq Systems as claims and notice agent. LIFE CARE: Hires Holland & Knight as Compliance Counsel ------------------------------------------------------- Life Care St. Johns, Inc., asks the U.S. Bankruptcy Court for permission to employ Eddie Williams II as special regulatory compliance counsel and non-lawyer Beth A. Vecchiolo as regulatory liaison both of Holland & Knight, LLP. The professional services to be rendered by Holland & Knight will be limited to regulatory compliance issues and related communications with the OIR, including obtaining OIR approval of new Residence and Care Contracts. Holland & Knight will also likely assist with formation of a Chapter 11 plan. The services will not be duplicative of the professional services provided by Stutsman Thames & Markey, P.A. as bankruptcy counsel to the Debtor, although some matters will arise requiring the participation of professionals both Holland & Knight and Stutsman Thames and Markey. Holland & Knight's rates are: Professional Rates ------------ ----- Paraprofessional $200-$350 Legal Counsel $285-$515 Ms. Vecchioli's currently rate is $350. Mr. William's current rate is $370. Hearing on the motion is set for Aug. 29, 2013 at 1:30 p.m., in 300 North Hogan Street, 4th Floor - Courtroom 4D, Jacksonville, FL 32202. Attorneys for Life Care St. can be reached at: Richard R. Thames, Esq. Eric N. McKay, Esq. STUTSMAN THAMES & MARKEY, P.A. 50 N. Laura Street, Suite 1600 Jacksonville, FL 32202 Tel: 904-358-4000 Fax: 904-358-4001 E-mail: rr@stmlaw.net enm@stmlaw.net Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04158) on July 3, 2013. The Debtor is the owner and operator of a continuing care retirement community known as Glenmoor consisting of 144 independent living units located on a 40-acre site in St. Johns County, Florida. Bruce Jones signed the petition as CEO. Judge Jerry A. Funk presides over the case. The Debtor estimated assets of at least $10 million and debts of at least $50 million. Stutsman Thames & Markey, P.A., serves as the Debtor's counsel. Navigant Capital Advisors, LLC, acts as the Debtor's financial advisor. American Legal Claim Services, LLC, serves as claims and noticing agent. LIFE CARE: Hires Hamlyn as Marketing Consultant ----------------------------------------------- Life Care St. Johns, Inc. asks the U.S. Bankruptcy Court for permission to employ Hamlyn Senior Marketing, LLC as marketing consultant. During a "60 day Assessment Phase", Hamlyn will be paid $15,000 per month. During the "90-day Implementation Phase", the firm will be paid $10,000 per month. Thereafter, if consultation needs continue, Hamlyn will be paid on an "as needed" basis. The Marketing Services Agreement provides for the monthly fees for sales and marketing services to be in advanced with the first month's payment to be made upon execution of the Marketing Services Agreement. Hearing on the motion is set for Aug. 22, 2013 at 1:30 p.m. in 300 North Hogan Street, 4th Floor - Courtroom 4D, Jacksonville, FL 32202. Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04158) on July 3, 2013. The Debtor is the owner and operator of a continuing care retirement community known as Glenmoor consisting of 144 independent living units located on a 40-acre site in St. Johns County, Florida. Bruce Jones signed the petition as CEO. Judge Jerry A. Funk presides over the case. The Debtor estimated assets of at least $10 million and debts of at least $50 million. Stutsman Thames & Markey, P.A., serves as the Debtor's counsel. Navigant Capital Advisors, LLC, acts as the Debtor's financial advisor. American Legal Claim Services, LLC, serves as claims and noticing agent. MADISON PARK CHURCH: Lawyer Outlines Possible Bondholder Recovery ----------------------------------------------------------------- Jack Molitor, writing for The Herald Bulletin, reports that a meeting of creditors in the Madison Park Church of God Chapter 11 bankruptcy case was held Aug. 20. No creditors showed up at the hearing, which was held at the U.S. Courthouse on East Ohio Street in Indianapolis, but that was expected, said debtor attorney Jerry Ancel. The report notes the purpose of the meeting was to lay out a plan for how the church will repay its creditors at A and B levels of priority. According to the report, Mr. Ancel broke the repayment plan into A and B bond holders, depending on the risk the creditors took when they agreed to finance the church: -- The A bond holders will received payments and interest upon commencement date of the plan. It contains fixed monthly payments and is expected to be paid back within 20 years; and -- The B bond holders are theoretically "out of the money." They agreed to a higher risk loan which is subordinate to the A bond holders and therefore won't see any payments until the A holders are restored. It's possible B bond holders might not be restored. The next step, according to Mr. Ancel and church business administrator Fred Spaulding, is to hear a vote from the creditors, who will either approve or deny the proposed plan. The report recounts church officials said in June they were filing for voluntary Chapter 11 reorganization after coming up short for a $5.8 million balloon payment toward a loan it took out in 2007. The initial loan was for nearly $17.5 million, to develop over 200 acres near exit 226 on Interstate 69, where the church had moved from Scatterfield Road. The money was used to fund construction of the church's community life center, city streets, water delivery and storm water management infrastructure. The loan was financed via a bond issue managed by a California firm, and called for $95,000 monthly payments, which escalated in the years leading up to a lump-sum balloon payment of nearly $6 million, due July 31, 2012. The report relates Mr. Ancel said the next court hearing, which will include creditors or their agents, will feature the vote on whether or not to approve the repayment plan. That hearing could be as early as September, but isn't scheduled yet. The Madison Park Church of God in Anderson, Indiana, filed a petition for Chapter 11 reorganization (Bankr. S.D. Ind. Case No. 13-07430) on July 12, 2013, in Indianapolis, saying it was the victim of the recession and the closing of a General Motors Co. plant. MAGNIFICENT EIGHT: Updated Case Summary & Creditors' Lists ---------------------------------------------------------- Lead Debtor: Magnificent Eight, LLC 1923 Lakeshore Drive Mandeville, LA 70448 Bankruptcy Case No.: 13-12201 Chapter 11 Petition Date: August 13, 2013 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Debtors' Counsel: Robin R. DeLeo, Esq. THE DE LEO LAW FIRM LLC 800 Ramon St. Mandeville, LA 70448 Tel: (985) 727-1664 Fax: (985) 727-4388 E-mail: jennifer@northshoreattorney.com Scheduled Assets: $577,114 Scheduled Liabilities: $5,605,938 Affiliates that simultaneously filed separate Chapter 11 petitions: Debtor Case No. ------ -------- Clay and Roslyn Prieto 13-12200 D.I.T.O., LLC 13-12202 dba Rips On The Lake Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Clay Prieto and Roslyn F. Prieto, managing members. A. A copy of Magnificent Eight, LLC's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/laeb13-12201.pdf B. A copy of D.I.T.O., LLC's list of its 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/laeb13-12202.pdf MEMPHIS 2006: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Memphis 2006, LLC 3540 Summer Avenue, Suite 414 Memphis, TN 38122 Bankruptcy Case No.: 13-28770 Chapter 11 Petition Date: August 16, 2013 Court: U.S. Bankruptcy Court Western District of Tennessee (Memphis) Judge: Jennie D. Latta Debtor's Counsel: Samuel J. Muldavin, Esq. MULDAVIN LAW FIRM 401 Claridge House 8 South Third Street, Fifth Floor Memphis, TN 38103 Tel: (901) 525-8848 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 Jo Ellen Buehler, member. MGM RESORTS: Hikes President's Annual Salary to $1.2 Million ------------------------------------------------------------ MGM Resorts International and William Hornbuckle entered into an employment agreement on August 10 which replaces and supersedes the employment agreement, dated Sept. 14, 2010. The Employment Agreement provides for a term of employment, as president and chief marketing officer of the Company, commencing March 1, 2013, and ending Feb. 28, 2017. The Employment Agreement provides for an increase in Mr. Hornbuckle's minimum annual base salary from $1,100,000 to $1,250,000. Per the Employment Agreement, Mr. Hornbuckle's annual target bonus, as determined under the Company's Second Amended and Restated Annual Performance-Based Incentive Plan for Executive Officers, or any successor plan, will be 150 percent of his base salary. The Employment Agreement also provides Mr. Hornbuckle with certain other benefits and perquisites. A copy of the Employment Agreement is available for free at: http://is.gd/hJthR2 About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50 percent investments in four other properties in Nevada, Illinois and Macau. The Company reported net income of $3.23 billion in 2011 and a net loss of $1.43 billion in 2010. The Company's balance sheet at March 31, 2013, showed $26.05 billion in total assets, $18.17 billion in total liabilities, and $7.87 billion in total stockholders' equity. Bankruptcy Warning In the Form 10-K for the year ended Dec. 31, 2011, the Company said that any default under the senior credit facility or the indentures governing the Company's other debt could adversely affect its growth, its financial condition, its results of operations and its ability to make payments on its debt, and could force the Company to seek protection under the bankruptcy laws. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Oct. 15, 2012, Fitch Ratings has affirmed MGM Resorts International's (MGM) Issuer Default Rating (IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise) IDR at 'B+'. MOMENTIVE PERFORMANCE: Incurs $70 Million Net Loss in 2nd Qtr. -------------------------------------------------------------- Momentive Performance Materials Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $70 million on $610 million of net sales for the three months ended June 30, 2013, as compared with a net loss of $88 million on $627 million of net sales for the same period last year. For the six months ended June 30, 2013, the Company reported a net loss of $131 million on $1.18 billion of net sales, as compared with a net loss of $153 million on $1.22 billion of net sales for the same period a year ago. As of June 30, 2013, the Company had $2.87 billion in total assets, $4.11 billion in total liabilities and a $1.23 billion total deficit. "Our results continue to reflect the slower-growth environment and global economic volatility we continue to experience," said Craig O. Morrison, chairman, president and CEO. "Second quarter 2013 Segment EBITDA also reflected $6 million in unplanned manufacturing issues. Second quarter 2013 silicones Segment EBITDA totaled $63 million compared to $59 million in the prior year period, a 7 percent increase, reflecting pricing actions, mix shift and our cost reduction initiatives. In addition, although our quartz business continued to reflect softer demand due to cyclicality in the second quarter of 2013, we remain the global leader in this attractive product line." A copy of the Form 10-Q is available for free at: http://is.gd/ZHvm3J About Momentive Performance Momentive Performance Materials, Inc., produces silicones and silicone derivatives, and develops and manufactures products derived from quartz and specialty ceramics. As of Dec. 31, 2008, the Company had 25 production sites located worldwide, which allows it to produce the majority of its products locally in the Americas, Europe and Asia. Momentive's customers include companies in industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot and Lowe's. Momentive Performance disclosed a net loss of $365 million on $2.35 billion of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $140 million on $2.63 billion of net sales in 2011. * * * As reported by the TCR on May 14, 2012, Moody's Investors Service lowered Momentive Performance Materials Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from B3. The action follows the company's weak first quarter results and expectations for a slower than expected recovery in volumes in 2012. In the Aug. 15, 2012, edition of the TCR, Standard & Poor's Ratings Services lowered all of its ratings on MPM by two notches, including the corporate credit rating to 'CCC' from 'B-'. The outlook is negative. "The likelihood that earnings and cash flow will remain very weak for the next several quarters prompted the downgrade," explained credit analyst Cynthia Werneth. "In our view, leverage is unsustainably high, with total adjusted debt to EBITDA above 15x as of June 30, 2012." MOMENTIVE SPECIALTY: Swings to $28 Million Net Loss in 2nd Qtr. --------------------------------------------------------------- Momentive Specialty Chemicals Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $28 million on $1.25 billion of net sales for the three months ended June 30, 2013, as compared with net income of $28 million on $1.25 billion of net sales for the same period last year. For the six months ended June 30, 2013, the Company reported a net loss of $32 million on $2.44 billion of net sales, as compared with net income of $12 million on $2.49 billion of net sales for the same period a year ago. Momentive Specialty posted net income of $324 million in 2012 and net income of $118 million in 2011. The Company's balance sheet at June 30, 2013, showed $3.47 billion in total assets, $5.06 billion in total liabilities and a $1.58 billion total deficit. "While our overall results trailed the prior year, we were pleased to post record Segment EBITDA within our Forest Products Resins segment, which was partially offset by our epoxy business," said Craig O. Morrison, chairman, president and CEO. "Our forest products results reflected continued strength in North American housing and our past restructuring initiatives, particularly in Europe, as well as our strong performance in Latin America and the Asia Pacific region. We also experienced Segment EBITDA gains in our phenolic specialty resins business during the second quarter of 2013 versus the prior year, which was offset by softer results in our specialty and base epoxy resins and Versatic derivatives businesses." "Looking ahead, we continue to expect that our overall volumes will be moderately higher in 2013 compared to 2012," Morrison said. "We believe we are well positioned for long term growth due to our strategic investments in high-growth markets and our new product development initiatives, such as our OilPlusTM proppant technology. Based on our successful refinancing activity in early 2013, we also continue to benefit from our long-dated debt maturity profile and significant liquidity." A copy of the Form 10-Q is available for free at: http://is.gd/2nR7OZ About Momentive Specialty Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a leading producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. * * * Momentive Specialty carries a 'B-' issuer credit rating from Standard & Poor's Ratings Services. It has 'B3' corporate family and probability of default ratings from Moody's Investors Service. As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors Service assigned a 'Caa1' rating to the guaranteed senior secured second lien notes due 2020 of Momentive Specialty (formerly known as Hexion Specialty Chemicals Inc.). Proceeds from the notes were allocated for the repayment of $533 million of guaranteed senior secured second lien notes due 2014. "With this refinancing Hexion will have refinanced or extended the maturities on the vast majority of the debt that was originally slated to mature prior to 2015. There is less than $600 million of this debt remaining, which should be much easier to for the company to refinance as its credit metrics improve further," stated John Rogers, Senior Vice President at Moody's. MONARCH COMMUNITY: Incurs $824,000 Net Loss in Second Quarter ------------------------------------------------------------- Monarch Community Bancorp, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $824,000 on $1.83 million of total interest income for the three months ended June 30, 2013, as compared with a net loss of $274,000 on $2.20 million of total interest income for the same period during the prior year. For the six months ended June 30, 2013, the Company reported a net loss of $1.15 million on $3.78 million of total interest income, as compared with a net loss of $675,000 on $4.51 million of total interest income for the same period a year ago. As of June 30, 2013, the Company had $185.72 million in total assets, $176.73 million in total liabilities and $8.98 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/Y2Gsrm About Monarch Community Coldwater, Michigan-based Monarch Community Bancorp, Inc., was incorporated in March 2002 under Maryland law to hold all of the common stock of Monarch Community Bank, formerly known as Branch County Federal Savings and Loan Association. The Bank converted to a stock savings institution effective Aug. 29, 2002. In connection with the conversion, the Company sold 2,314,375 shares of its common stock in a subscription offering. Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed substantial doubt about Monarch Community's ability to continue as a going concern. The independent auditors noted that the Corporation has suffered recurring losses from operations and as of Dec. 31, 2011, did not meet the minimum capital requirements as established by the regulators. The Corporation reported a net loss of $353,000 on $6.8 million of net interest income (before provision for loan losses) in 2011, compared with a net loss of $10.9 million on $7.5 million of net interest income (before provision for loan losses) in 2010. Total non-interest income was $4.0 million for 2011, compared with $3.7 million for 2010. MORTGAGE GUARANTY: Moody's Lifts IFS to Ba3, Stable Outlook ----------------------------------------------------------- Moody's Investors Service upgraded the insurance financial strength rating of Mortgage Guaranty Insurance Corporation (MGIC) to Ba3 and the senior note rating of its parent company, MGIC Investment Corporation, to B3. Both ratings have stable outlooks. This rating action concludes a review of these ratings for possible upgrade initiated on 8 March 2013. In addition, Moody's has affirmed the Ba3 IFS rating with a stable outlook of MGIC Indemnity Corporation, a direct subsidiary of MGIC. Ratings Rationale: - Mortgage Guaranty Insurance Corporation The rating agency stated that the upgrade of MGIC's IFSR to Ba3 is primarily attributable to: (i) the company's improved capital adequacy which is mainly driven by a $800 million parental capital contribution following the group's capital raise earlier this year, which brought the company back to regulatory capital compliance, (ii) improving housing market conditions that further reduced the downside risks of its insured portfolio, and (iii) steady market share and increasing new business volume, having settled with Freddie Mac, and as the Federal Housing Administration (FHA) continues pulling back. MGIC's Ba3 IFS rating also reflects the firm's still relatively weak capital position, especially considering the anticipated revised MI eligibility criteria of the Government Sponsored Enterprises (Fannie Mae and Freddie Mac, the GSEs) to be released later this year. MGIC's consolidated regulatory risk-to-capital ratio (RTC) was at 23-to-1 at June 30, 2013, slightly below the regulatory threshold of 25-to-1. Though not needed currently, MGIC also has regulatory waivers, and agreements with the GSEs to use MIC to write business if needed; these agreements are scheduled to expire at year-end 2013. Ratings Rationale: - MGIC Indemnity Corporation The affirmation of the Ba3 IFS rating of MIC, at the same level as MGIC's IFS rating, reflects its credit linkage with its weaker parent MGIC. As per the agreements with the GSEs, MIC's financial resources are available to pay claims at MGIC. Following MGIC's compliance with regulatory capital requirements earlier this year, it is anticipated that all insurance written by MIC will be assumed by, and capital supporting that risk will be repatriated to MGIC. The company's regulator, the Office of the Commissioner of Insurance of the State of Wisconsin (OCI), also established a procedure for MIC to pay a dividend to MGIC if it believes MGIC will not have enough claims paying resources, or MGIC fails to pay claims. This order and the GSE agreements are effective until 31 December 2013. At June 30, 2013, MIC had $452 million of statutory capital. Ratings Rationale: - MGIC Investment Corporation The upgrade of the holding company's senior debt to B3 and junior subordinated debt rating to Caa1 (hyb) reflects the improved financial condition of its main insurance subsidiary and MTG's enhanced financial flexibility. A portion of the proceeds from the recent capital raise remain at the holding company and is expected to help meet debt service obligations and other liquidity needs while MTG's insurance subsidiaries remain unable to upstream dividends. MTG's liquidity stood at $592 million as of 30 June 2013. The company has $83 million in senior debt due in 2015 and $345 million in senior convertible notes due in 2017, before its next debt maturity in 2020. The rating agency noted that stronger holding company liquidity has contributed to a reduction of the notching differential between the holding company senior debt and the lead insurer's IFS rating, to the typical three-notch differential. The company also repaid deferred interest owed to its junior subordinated debt holders, and resumed their scheduled payments. Rating Outlooks The stable rating outlooks reflect the group's improving credit fundamentals moderated by the meaningful potential for non- compliance with the GSEs forthcoming new eligibility criteria. Moody's believes that mortgage insurers will be granted a reasonable transition period to become compliant and that MGIC will be able to meet the new requirement through a combination of capital raise and additional reinsurance usage, however some risks remain. Moody's cited the following factors that could lead to a ratings upgrade: (i) compliance with the GSEs new eligibility criteria, (ii) better than expected loss developments in its insured book, and (iii) continued steady progress toward profitability by 2015. Moody's cited the following factors that could lead to a ratings downgrade: (i) loss of eligibility status with the GSEs, (ii) greater than anticipated adverse loss developments in its insured book, and (iii) weaker than expected profitability. The following ratings were upgraded with a stable outlook: Mortgage Guaranty Insurance Corporation -- insurance financial strength to Ba3, from B2 MGIC Investment Corporation -- senior unsecured debt to B3, from Caa3 MGIC Investment Corporation -- junior subordinated debt to Caa1 (hyb), from C (hyb) The following rating was affirmed with a stable outlook: MGIC Indemnity Corporation -- insurance financial strength rating at Ba3 MGIC Investment Corporation (NYSE: MTG), headquartered in Milwaukee, Wisconsin is the holding company for Mortgage Guaranty Insurance Company (MGIC), one of the largest US mortgage insurers, with $158.6 billion of primary insurance in force as of 30 June 2013. The principal methodology used in this rating was Moody's Global Methodology for Rating Mortgage Insurers published in December 2012. MOTORCAR PARTS: Adopts New Form of Stock Option Agreement --------------------------------------------------------- Motorcar Parts of America, Inc., on May 18, 2012, entered into an employment agreement with Selwyn Joffe, the chairman of the Board, president and chief executive officer of the Company. Under the terms of the Employment Agreement, all stock options granted to Mr. Joffe by the Company are required to contain terms permitting net issue exercises. Subsequently, on Dec. 28, 2012, a stock option with an aggregate of 233,200 underlying shares was granted to Mr. Joffe pursuant to the Company's 2010 Incentive Award Plan, as amended from time to time. The Stock Option Grant Notice and Stock Option Agreement pursuant to which the December 2012 Stock Option was granted did not reflect terms relating to net issue exercises as required by the Employment Agreement. On Aug. 6, 2013, the Board of Directors of the Company adopted a Form of Stock Option Grant Notice and Form of Stock Option Agreement that contain terms permitting net issue exercises. The Stock Option Grant Notice and Stock Option Agreement pursuant to which the December 2012 Stock Option was granted to Mr. Joffe were amended to conform to the Form of Stock Option Grant Notice and Form of Stock Option Agreement adopted by the Company on Aug. 6, 2013, which will be used in connection with any future stock options granted to Mr. Joffe. About Motorcar Parts Torrance, California-based Motorcar Parts of America, Inc. (Nasdaq: MPAA) is a remanufacturer of alternators and starters utilized in imported and domestic passenger vehicles, light trucks and heavy duty applications. Motorcar Parts of America's products are sold to automotive retail outlets and the professional repair market throughout the United States and Canada, with remanufacturing facilities located in California, Mexico and Malaysia, and administrative offices located in California, Tennessee, Mexico, Singapore and Malaysia. The Company reported a net loss of $91.5 million on $406.3 million of sales in fiscal 2013, compared to a net loss of $48.5 million on $363.7 million of sales in fiscal 2012. The Company's balance sheet at March 31, 2013, showed $367.1 million in total assets, $370.6 million in total liabilities, and a stockholders' deficit of $3.5 million. Ernst & Young LLP, in Los Angeles, California, noted that the Company's wholly owned subsidiary Fenwick Automotive Products Limited has recurring operating losses since the date of acquisition and has a working capital and an equity deficiency. "In addition, Fenco has not complied with certain covenants of its loan agreements with its bank. These conditions relating to Fenco coupled with the significance of Fenco to the Consolidated Companies, raise substantial doubt about the Consolidated Companies' ability to continue as a going concern." MPG OFFICE: Brookfield Extends Tender Offer Until August 23 ----------------------------------------------------------- Brookfield Office Properties Inc. said that DTLA Fund Holding Co. and Brookfield DTLA Fund Properties Holding Inc., both direct wholly owned subsidiaries of the DTLA Fund, are extending their previously announced cash tender offer to purchase all outstanding shares of preferred stock of MPG Office Trust, Inc., until 12:00 midnight, New York City time, at the end of Friday, Aug. 23, 2013. BPO previously announced its intention to acquire MPG pursuant to a merger agreement, dated as of April 24, 2013, by and among Brookfield DTLA Holdings LLC, a newly formed fund controlled by BPO (the DTLA Fund), Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund Properties LLC, MPG and MPG Office, L.P. Upon the closing of the tender offer, preferred stockholders of MPG will receive $25.00 in cash for each share of MPG preferred stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Shares of MPG preferred stock that are tendered and accepted for payment in the tender offer will not receive any accrued and unpaid dividends on those shares. The tender offer had been previously set to expire at 12:00 midnight, New York City time, at the end of Friday, Aug. 16, 2013. Except for the extension of the expiration date, all other terms and conditions of the tender offer remain unchanged. The Depositary and Paying Agent for the tender offer is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. The Information Agent for the tender offer is MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016. The tender offer materials may be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc., or by calling (800) 322-2885. Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to BPO. Based on information received from the Depositary, as of Aug. 15, 2013, approximately 73,199 shares of MPG preferred stock had been tendered and not withdrawn from the offer. Stockholders who have already tendered their shares do not have to re-tender their shares or take any other action as a result of the extension of the expiration date. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- owns and operates Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high-quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. For the year ended Dec. 31, 2012, the Company reported net income of $396.11 million, as compared with net income of $98.22 million on $234.96 million of total revenue during the prior year. The Company's balance sheet at March 31, 2013, showed $1.45 billion in total assets, $1.98 billion in total liabilities, and a $530.56 million total deficit. In its Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2012, the Company said it is working to address challenges to its liquidity position, particularly debt maturities, leasing costs and capital expenditures. The Company said, "We do not currently have committed sources of cash adequate to fund all of our potential needs, including our 2013 debt maturities. If we are unable to raise additional capital or sell assets, we may face challenges in repaying, extending or refinancing our existing debt on favorable terms or at all, and we may be forced to give back assets to the relevant mortgage lenders. While we believe that access to future sources of significant cash will be challenging, we believe that we will have access to some of the liquidity sources identified above and that those sources will be sufficient to meet our near- term liquidity needs." On March 11, 2013, the Company entered into an agreement to sell US Bank Tower and the Westlawn off-site parking garage. The transaction was to close June 28, 2013, subject to customary closing conditions. The net proceeds from the transaction are expected to be roughly $103 million, a portion of which may potentially be used to make loan re-balancing payments on the Company's upcoming 2013 debt maturities at KPMG Tower and 777 Tower. Roughly $898 million of the company's debt matures in 2013. "Our ability to access the capital markets to raise capital is highly uncertain. Our substantial indebtedness may prevent us from being able to raise debt financing on acceptable terms or at all. We believe we are unlikely to be able to raise equity capital in the capital markets," the Company said in a regulatory filing. "Future sources of significant cash are essential to our liquidity and financial position, and if we are unable to generate adequate cash from these sources we will have liquidity-related problems and will be exposed to material risks. In addition, our inability to secure adequate sources of liquidity could lead to our eventual insolvency." MUNICIPAL MORTGAGE: Steven Bloom Appointed as Director ------------------------------------------------------ The Board of Directors of Municipal Mortgage & Equity, LLC, appointed Mr. Steven S. Bloom as a new director of the Company effective immediately. Mr. Bloom will receive compensation and perquisites in accordance with the standard policies and procedures previously approved by the Board of Directors for all non-employee directors of the Company. It has not been determined on which committees of the Board of Directors that Mr. Bloom will participate. Mr. Bloom is the local Baltimore operating partner for PMC Property Group. PMC Property Group is a real estate development company that specializes in developing urban properties throughout the East Coast. PMC's portfolio of properties currently spans key cities in the following locations: Massachusetts, Connecticut, Pennsylvania, Maryland, Virginia, South Carolina, and Florida. Mr. Bloom's development responsibilities for the Baltimore market include: acquisition, design, construction, and management. Prior to joining PMC, Mr. Bloom was a tax partner at Arthur Andersen, an international accounting and consulting firm. Mr. Bloom's clients ranged from privately held companies to large public companies. He specialized in comprehensive tax and business advisory services, including: business income tax, corporate tax service, state and local tax, and estates and trusts. About Municipal Mortgage Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996 as a Delaware limited liability company and is classified as a partnership for federal income tax purposes. When the Company became a publicly traded company in 1996, it was primarily engaged in originating, investing in and servicing tax- exempt mortgage revenue bonds issued by state and local government authorities to finance affordable multifamily housing developments. Since then, the Company made several acquisitions that significantly expanded its business. However, in 2008, due to the financial crisis, the Company began contracting its business. The Company has sold, liquidated or closed down all of its different businesses except for its bond investing activities and certain assets and residual interests related to the businesses and assets that the Company sold due to its liquidity issues. The Company has a majority position in International Housing Solutions S.a.r.l., a partnership that was formed to promote and invest in affordable housing in overseas markets. In addition, at Dec. 31, 2010, the Company has an unfunded equity commitment of $5.1 million, or 2.67% of total committed capital with respect to its role as the general partner to the South Africa Workforce Housing Fund SA I ("SA Fund"). The SA Fund was formed to invest directly or indirectly in housing development projects and housing sector companies in South Africa. A portion of the funding of SA Fund is participating debt provided by the United States Overseas Private Investment Corporation, a federal government entity, and the remainder is equity primarily invested by institutional and large private investors. The Company expects to continue this business. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has been negatively impacted by the deterioration of the capital markets and has liquidity issues which have resulted in the Company having to sell assets and work with its creditors to restructure or extend its debt arrangements. The Company's balance sheet at March 31, 2013, showed $1.79 billion in total assets, $1.07 billion in total liabilities and $725.06 million in total equity. NASSAU TOWER: Court Okays Hiring of Counsel, Realtors ----------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Nassau Tower Realty, LLC, to employ Eastport Realty - Paul Quinn and Mercer Oaks Realty, LLC (Paul Goldman) as realtors. The Court approved the Debtor's application to employ Timothy Smith, Esquire, as special real estate counsel. The Court also authorized the Debtor to employ Maselli Warren, P.C., as bankruptcy counsel for the Debtor. About Nassau Tower Princeton, N.J.-based Nassau Tower Realty, LLC, filed for Chapter 11 relief on (Bankr. D. N.J. Case No. 13-24984) on July 9, 2013. The Hon. Judge Michael B. Kaplan presides over the case. Paul Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli Warren, P.C., represent the Debtor as counsel. The Debtor estimated assets of $10,000,001 to $50,000,000 and debts of $10,000,001 to $50,000,000. The petition was signed by Louis Mercatanti, officer of Nassau Holdings, Inc. NEW PAGE: Stora Enso to Pay $8MM to End Paper Antitrust MDL ----------------------------------------------------------- Law360 reported that Finnish paper company Stora Enso Oyj has agreed to pay $8 million to resolve a class action claiming that its former North American subsidiary, now a unit of the recently reorganized NewPage Holding Corp., conspired with a rival paper producer to fix prices, the plaintiffs said. According to the report, a group of companies that bought publication paper, which is used in magazines and other printed materials, moved for preliminary approval of the settlement inked in July, saying the $8 million payment was a good result. The case is Publication Paper Antitrust Litigation, Case No. 3:04- md-01631 (D. Conn.) before Judge Stefan R. Underhill. NORTEL NETWORKS: Units Seek Delay of Trial in $7.5B Cash Row ------------------------------------------------------------ Law360 reported that European units of bankrupt Nortel Networks Corp. moved to delay the cross-border trial that will finally divvy up $7.5 billion raised by the defunct Canadian telecommunications company's liquidation, saying the larger-than- expected discovery process has made the planned January start unfeasible. Preparations for the joint U.S.-Canadian trial, set to kick off Jan. 6, 2014, have been proceeding along an agreed-upon time table since May, but the European debtors say the sheer volume of documents being produced already have parties running behind, according to a motion filed in court, the report related. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The United States Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. Judge Gross and the court in Canada scheduled trials in 2014 on how to divide proceeds among creditors in the U.S., Canada, and Europe. OCD LLC: Asks Court to Dismiss Chapter 11 Case ---------------------------------------------- OCD, LLC, tells the U.S. Bankruptcy Court for the Southern District of New York that it no longer wishes to remain in Chapter 11 and requests the Bankruptcy Court to dismiss its case. According to OCD, since the Filing Date, it has obtained access to its real property located at 111 San Joaquin Road, in Mountain Village, Colorado, been granted the opportunity to obtain financing in order to complete the Development and negotiated with FTL Lorian, LLC, to reach a settlement with respect to the Foreclosure Action. According to papers filed with the Court, on Aug. 8, 2013, the Debtor entered into an agreement which would be subject to bankruptcy court approval if the case is not dismissed, with FTL under which FTL is going to finance the completion of the construction of the Property so that it can be marketed and the condominium units can be sold. The Agreement provides certain terms that protect the economic and legal interests of the Debtor outside of the bankruptcy process and provide the Debtor with what it has determined to be its best chance to preserve any equity that it may have in the Property once the Development is complete. About OCD LLC OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-22416) on March 12, 2013. Charles E. Dewey, Jr., signed the petition as managing member. Judge Robert D. Drain presides over the case. The Debtor disclosed $28,014,340 in assets and $17,021,500 in liabilities as of the Chapter 11 filing. Jeffrey A. Reich, Esq., and Lawrence R. Reich, Esq., at Reich Reich & Reich, P.C., in White Plains, N.Y., represents the Debtor as counsel. OIL STATES: S&P Puts 'BB+' Corp. Credit Rating on CreditWatch Neg. ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it placed its ratings on Oil States International Inc., including its 'BB+' corporate credit and senior unsecured debt ratings on the company, on CreditWatch with negative implications. The CreditWatch listing indicates that S&P would either affirm or lower the ratings upon completion of its review. As of June 30, 2013, Oil States had about $1.1 billion of debt. The CreditWatch listing reflects Oil States' announcement that it is pursuing a plan to spin-off its accommodations business in a separate, publicly traded company. The company believes that it can execute the proposed spin-off through a tax-free distribution to its shareholders during or before the summer of 2014. The accommodations business currently generates about half of the company's EBITDA. S&P believes that the separation of Oil States' accommodations business would have a negative impact on the company's creditworthiness given the diminution of business diversity and S&P's assessment of the company's other business segments. The company's business risk profile would no longer benefit from the relative stability provided by its accommodations operations or from the international diversification that added a buffer to the more volatile North American market. Although Oil States would still enjoy a fair degree of product diversification among its three remaining business segments and a healthy demand for its services and products, S&P expects these business segments to have more inherent volatility in their operations than the accommodations segment and to be less profitable. In addition, the capital structure of the future stand-alone company remains uncertain at this point. "We will resolve the CreditWatch listing after we conduct a full assessment of the creditworthiness of the stand-alone Oil States. In resolving the CreditWatch listing, we will evaluate key issues, including Oil States' business risk profile, its capital structure after the transaction, and its financial policy. We would expect to either lower or affirm the ratings upon completion of our review," said Standard & Poor's credit analyst Christine Besset. OMTRON USA: Administrator Seeks Chapter 7 Conversion ---------------------------------------------------- U.S. Bankruptcy Administrator William P. Miller filed a motion asking the U.S. Bankruptcy Court to convert the chapter 11 case of Omtron USA to a case under Chapter 7 of the Bankruptcy Code or appoint a Chapter 11 trustee, citing "substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation." Mr. Miller said the Debtor ceased operations pre-petition and has sold substantially all of its property, so that upon closing of all approved sales, its assets consist of cash and causes of action. As the Debtor is not operating, it has consistently reported and estimated a negative cash flow. Furthermore, the Debtor has incurred large administrative expenses, with substantial fee requests unfiled but expected for the second quarter of 2013. As of March 31, 2013, these fees and expenses totaled $902,936.76 and it was projected that these fees might total $1,790,127.50. About Omtron USA Omtron USA bought poultry producer Townsends Inc. out of bankruptcy in 2011, shut down operations in later that year, and filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-13076) on Nov. 9, 2012, in Delaware. On Dec. 21, 2012, the Delaware Court entered its order granting the transfer of the Debtor's case to U.S. Bankruptcy Court for the Middle District of North Carolina, under Case No. 12-81931. John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel to the Debtor. Duff & Phelps Securities LLC serves as investment banker, Upshot Services LLC as its claims and noticing agent. The Debtor listed $40,633,406 in assets and $4,518,756 and liabilities. Omtron paid $24.9 million in February 2011 for the North Carolina operations belonging to Townsends Inc. The three-member Official Committee of Unsecured Creditors tapped to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge & Rice, LLP, as its counsel and CohnReznick, LLP, as its financial advisor. ORCHARD SUPPLY: Court Approves Lowe's Acquisition Agreement ----------------------------------------------------------- Orchard Supply Hardware Stores on Aug. 20 disclosed that the United States Bankruptcy Court for the District of Delaware has approved the acquisition of a majority of Orchard's assets by Lowe's Companies, Inc. The companies now expect to complete the transaction by the end of August. Orchard will operate as a separate, standalone business with its own brand and a continued commitment to its neighborhood store format, which uniquely caters to the needs of local consumers. "The Court's approval underscores the belief of Orchard's Board and management team that the acquisition agreement with Lowe's is in the best interest of Orchard stakeholders and puts the Company in a terrific position to continue the repositioning and growth strategy we have developed over the past two years," said Mark Baker, Orchard President and Chief Executive Officer. "With Lowe's support, the team will be better positioned to improve Orchard's infrastructure, further enhance the Company's merchandising strategy and grow the business with new neighborhood format stores and remodels. The management team and I are confident that Orchard has a very bright future ahead." At the close of the transaction, Lowe's will acquire the majority of Orchard's assets for approximately $205 million in cash, plus the assumption of payables owed to nearly all of Orchard's supplier partners. Orchard and Lowe's first announced the agreement on June 17, 2013. Orchard on Aug. 20 disclosed that Mr. Baker has accepted a position as President and Chief Executive Officer of the Aircraft Owners and Pilots Association and, accordingly, will step down as Orchard's President and Chief Executive Officer and as a member of the Company's Board of Directors following the transaction. Mr. Baker will be available to advise Orchard as a consultant for several months. With Mr. Baker's departure following the transaction, Richard D. Maltsbarger, Lowe's Business Development Executive who led the acquisition team, will become President of Orchard. Mr. Maltsbarger has served in various roles at Lowe's since 2004 and brings more than 15 years of experience in strategic planning, consumer and market research, quantitative analytics, marketing and economic analysis to Orchard. He will be working closely with Orchard's existing leadership team to lead Orchard's repositioning and growth strategy. As part of the transition, Chris D. Newman, currently Chief Financial Officer, will also serve as Head of Development, and Steven L. Mahurin, currently Executive Vice President Merchandising, will be appointed Chief Retail Officer. In addition to maintaining his current area of responsibility, Mr. Newman will now lead development of the necessary infrastructure to support Orchard's growth strategy, including information technology, supply chain and real estate. Mr. Newman joined Orchard in November 2011. He previously served as Chief Financial Officer and Secretary of Restoration Hardware, Inc. and as Chief Financial Officer of Store Operations for Limited Brands. Mr. Mahurin will focus on Orchard's external brand projection, including merchandising, and take on the additional responsibilities of marketing and store operations. Mr. Mahurin joined Orchard in May 2011. He previously served as Executive Vice President of Merchandising for Office Depot, Inc. and as Chief Merchandising Officer for True Value Company. Orchard's customers and suppliers can access additional information about the Company's Chapter 11 filing on its dedicated website, http://www.OrchardRestructuring.com Orchard also has established a supplier support center, which may be reached at 855-529-6819 or suppliers@osh.com Orchard is advised in this financial restructuring by Moelis & Company, FTI Consulting and DLA Piper. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. ORCHARD SUPPLY: Lowe's to Acquire 72 Stores for $205 Million ------------------------------------------------------------ Lowe's Companies, Inc., the world's second largest home improvement retailer, on Aug. 20 disclosed that its acquisition of the majority of assets of Orchard Supply Hardware has been approved by the U.S. Bankruptcy Court for the District of Delaware. Under the terms of the transaction, Lowe's will acquire 72 Orchard stores for approximately $205 million in cash, plus the assumption of payables owed to nearly all of Orchard's supplier partners. Lowe's expects to close the transaction by the end of August. Once completed, the acquisition will enable Lowe's to expand its presence and reach a new customer base in California, where Lowe's is currently underpenetrated, positioning the Company to more fully participate in California's economic recovery. Lowe's said Orchard will operate as a separate, standalone business, retaining its brand and its San Jose headquarters. Lowe's also disclosed that upon closing, Richard D. Maltsbarger, Lowe's executive who led the team to acquire Orchard, will become President of Orchard. Orchard's current President and CEO Mark Baker has informed Lowe's of his decision to accept a position as President and CEO of the Aircraft Owners and Pilots Association following the closing. Mr. Maltsbarger will work closely with Orchard's strong and seasoned team of executives led by Steven L. Mahurin, chief retail officer, and Chris D. Newman, chief financial officer and head of development. Upon closing, Mr. Mahurin will be responsible for Orchard's merchandising, marketing and store operations, and Newman will have responsibility for finance, information technology and ecommerce, supply chain and loss prevention. Mr. Maltsbarger will continue to report to Lowe's Chairman, President and CEO, Robert A. Niblock. "We are confident that Orchard's talented management team, led by Richard Maltsbarger, will continue to execute their successful repositioning strategy and deliver long-term profitable growth," said Mr. Niblock. "We look forward to completing the transaction and welcoming Orchard to the Lowe's family of businesses." Located in high-density, prime locations that are difficult for larger format retailers to enter, Orchard's smaller-format "neighborhood" stores are a natural complement to Lowe's strengths in big-box retail. Orchard's hardware and backyard stores offer a product selection focused on paint, repair and backyard categories in approximately 36,000 square feet of selling space, compared to 113,000 square feet of selling space for an average Lowe's home improvement store. Lowe's currently operates 110 stores in California. As announced on June 17, 2013, Lowe's entered into a purchase agreement with Orchard that served as the "stalking-horse bid" in a Bankruptcy Court-supervised auction under Section 363 of the U.S. Bankruptcy Code. No other bids were received by the Court mandated deadline of August 9, 2013. Orchard initiated Chapter 11 proceedings on June 17, 2013 in the U.S. Bankruptcy Court for the District of Delaware. Based in San Jose, California, Orchard reported annual revenue of $657 million for fiscal 2012. Goldman Sachs is acting as financial advisor to Lowe's, while Hunton & Williams LLP is acting as legal advisor. About Lowe's With fiscal year 2012 sales of $50.5 billion, Lowe's Companies, Inc. -- http://www.Lowes.com-- is a FORTUNE(R) 100 company that serves approximately 15 million customers a week at more than 1,750 home improvement stores in the United States, Canada and Mexico. Founded in 1946 and based in Mooresville, N.C., Lowe's is the second-largest home improvement retailer in the world. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. OZ GAS: Must File Final Plan and Disclosure Statement by Sept. 23 ----------------------------------------------------------------- Oz Gas, Ltd, et al., sought and obtained an extension until Sept. 23, 2013, of the deadline to file a final version of its Chapter 11 plan and disclosure statement. Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011 and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Sept. 30, 2011, showed $8.12 million in total assets, $12.92 million in total liabilities and a $4.79 million total deficit. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. PATRIOT COAL: UMWA President Lauds Approval of Settlement --------------------------------------------------------- United Mine Workers of America President Cecil Roberts issued a statement on the approval of UMWA Settlement with Patriot Coal by U.S. Bankruptcy Court "I am pleased that U.S. Bankruptcy Judge Kathy Surratt-States has approved the settlement we worked long and hard to reach with Patriot Coal. The terms and conditions of this settlement are a significant improvement over the company's original proposals, while still giving Patriot the stability and certainty it needs to move forward. "There is still a long way to go, however, before retired mine workers receive all of the health care benefits they earned during their years in the mines. Make no mistake: Peabody Energy and Arch Coal created this problem. They made the promises of lifetime health care to our members, and we will continue our efforts to hold them to their word." 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. PEREGRINE FINANCIAL: US Bank Wants to Depose Ex-CEO During Stay --------------------------------------------------------------- Law360 reported that U.S. Bank NA asked an Illinois federal judge to greenlight the deposition of the convicted fraudster and former CEO of bankrupt Peregrine Financial Group Inc., arguing that plaintiffs in a stayed putative class action against the bank and JPMorgan Chase Bank NA are imposing bogus discovery requirements. According to the report, the terms of a twice-extended stay on a proposed class action, which accuses the banks of helping Peregrine misappropriate customer funds, explicitly allowed plaintiffs and the banks to move forward with the deposition of the imprisoned Peregrine Financial founder. The case is US Commodity Futures Trading Commission v. US Bank, NA, Case No. 6:13-cv-02041 (N.D. Iowa), before Judge Linda R. Reade. About Peregrine Financial Peregrine Financial Group Inc. filed to liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488) on July 10, 2012, disclosing between $500 million and $1 billion of assets, and between $100 million and $500 million of liabilities. Earlier that day, at the behest of the U.S. Commodity Futures Trading Commission, a U.S. district judge appointed a receiver and froze the firm's assets. The firm put itself into bankruptcy liquidation in Chicago later the same day. The CFTC had sued Peregrine, saying that more than $200 million of supposedly segregated customer funds had been "misappropriated." The CFTC case is U.S. Commodity Futures Trading Commission v. Peregrine Financial Group Inc., 12-cv-5383, U.S. District Court, Northern District of Illinois (Chicago). Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted suicide outside a firm office in Cedar Falls, Iowa, on July 9. The bankruptcy petition was signed in his place by Russell R. Wasendorf Jr., the firm's chief operating officer. The resolution stated that Wasendorf Jr. was given a power of attorney on July 3 to exercise if Wasendorf Sr. became incapacitated. Peregrine Financial is the regulated unit of the brokerage PFGBest. PERSONAL COMMUNICATIONS: Selling Biz to Quality One in Chapter 11 ----------------------------------------------------------------- Personal Communications Devices LLC and an affiliate filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-74303) late Monday night in Central Islip, N.Y., listing between $100 million and $500 million in both assets and liabilities. Bankruptcy Judge Alan S. Trust oversees the case. Goodwin Procter LLP and Togut Segal & Segal LLP are represent PCD in its bankruptcy. Joseph Checkler, writing for The Wall Street Journal, reports that PCD has a proposal in place to sell itself to Quality One Wireless LLC for $105.3 million, subject to higher bids. The Company is asking the Court to approve guidelines to govern the bidding and sale process. According to WSJ, PCD, which serves as a middleman between wireless phone companies and device makers, cited former Chief Executive Philip Christopher's "scheme to ruin PCD's business" as one of the immediate reasons for its Chapter 11 filing. "While Mr. Christopher still worked for PCD, he conspired with several then-current PCD employees, AirTyme and Reliance, to create a competitive entity," said Chief Financial Officer Raymond F. Kunzmann in an affidavit accompanying PCD's bankruptcy filing, according to the WSJ report. Mr. Christopher allegedly used that entity to recruit PCD employees "and began a campaign to disparage and defame PCD and its board of directors," Mr. Kunzmann said in the filing. The company then sued AirTyme in New York State court, and while a settlement has been reached between the companies, the suit against Mr. Christopher remains. WSJ relates a spokeswoman listed on an October 2012 AirTyme press release quoting Mr. Christopher didn't immediately respond to a request for comment. WSJ also reports that apart from the feud with Mr. Christopher, PCD said the wireless industry's shift toward major handset makers Apple Inc. and Samsung Elecrtronics Co. Ltd. helped lead it into Chapter 11. PCD said it owes $107 million to first-lien and second-lien lenders. It listed a unit of handset maker HTC Corp. as its largest unsecured creditor, saying it owes the company $96.3 million. The WSJ report says PCD is also seeking court permission to pay its 189 employees, as well as to borrow $40 million on a $46 million bankruptcy loan from secured lenders. Compelementary Capabilities Personal Communications Devices, LLC on Aug. 20 disclosed that it has entered into an asset purchase agreement with Quality One Wireless, LLC. The agreement constitutes an initial "stalking horse bid" by Q1W to acquire substantially all of the operating business assets of PCD through a sale under Section 363 of the U.S. Bankruptcy Code. "This acquisition will bring together very complementary capabilities and distribution channels to dramatically increase the overall value add to device makers, telecom carriers, and retailers alike," said George Appling, President and CEO of PCD. "We are confident that the transaction will result in substantial synergies while also expanding the customer base to include both the traditional Tier 1 carrier focus of PCD and the regional carrier and dealer focus of Quality One. Moreover, both companies have been aggressively growing their accessories and M2M businesses and that focus will continue." The completion of the transaction will bring together two wireless industry leaders that will provide carriers, OEM's and other wireless technology partners with a rich array of distribution, go-to-market, and product life cycle solutions across the globe. "PCD's products and market segments are an ideal fit for our global distribution channels," said John Chiorando, President and Chief Executive Officer of Q1W. "The company is a natural extension of our core business, and will accelerate the product and market penetration strategies that benefit our global Telecom customers through improved performance and profitability." To facilitate the sale and financial restructure, PCD has filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Court in the Eastern District of New York. The bankruptcy filing does not include PCD's foreign operations in Canada. PCD expects to continue all business operations without interruption during the sale process. PCD is advised in this transaction by Richter Consulting Inc., BG Strategic Advisors, and Goodwin Procter LLP. Q1W is advised by Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr, P.C. About Q1W Quality One Wireless is a global distributor of wireless handsets, accessories, and communication equipment throughout North America, South America, and the Caribbean, providing one-point product and device solutions. The company specializes in customized solutions that include refurbishing, repair, and distribution of wireless devices. Based in Orlando, Florida, Quality One Wireless offers complete solutions to wireless operators, MVNO's, insurance providers, retailers, dealers, wholesalers, and e-commerce partners. About PCD PCD -- http://www.pcdphones.com-- provides both carriers and manufacturers a rray of product life cycle management services that includes planning and development; inventory; technical testing; quality control; forward and reverse logistics; sell-in and sell-thru, marketing & warranty support. Its extensive portfolio of high-quality and versatile wireless devices includes feature phones, smartphones, tablets, mobile hotspots, modems, routers, fixed wireless, M2M, GPS, and other innovative wireless connectivity devices and accessories. PCD is based in Hauppauge, New York; and maintains operations facilities in Brea, California; and Toronto, CA. PETER DEHAAN: Disclosures Approval Vacated; Changes Ordered ----------------------------------------------------------- Based upon the record of hearing held Aug. 12, 2013, the U.S. Bankruptcy Court for the District of Oregon vacated its order approving the disclosure statement (Docket No. 250) entered by the Court on July 30, 2013, in Peter DeHaan Holsteins, LLC's Chapter 11 proceeding. The Debtor was directed to file an amended Disclosure Statement (clean and redline versions) by noon on Aug. 20, 2013. A hearing to approve the Disclosure Statement will be held on Aug. 21, 2013, at 1:30 p.m. About Peter DeHaan Holsteins Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy industry and well known for producing high quality milk products. Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has managed and operated dairy facilities in Oregon for over 15 years. The Debtor's principal source of income is from the production and sale of milk, which is shipped to Northwest Dairy Association, a cooperative that transports, processes and sells the resulting milk products. In 2011, the Debtor produced 56,137,722 pounds of whole milk which generated gross income of $11.19 million. Peter DeHaan Holsteins employs 36 employees and its dairy herd consists of 2,194 cows and 2,382 heifers for a total of 4,576 animals. The dairy operations are conducted at three separate farms located in Yamhill County and Washington County Oregon. The primary farm consists of milking facilities and a 230 acre farm located at 22180 Lafayette Highway Salem, Oregon. A second farm is leased from Alan and Alice Beardsley which includes dairy facilities and 280 acres of farmland located in Gaston, Oregon. A third farm consisting of 245 acres is owned by the Debtor and is located in McMinnville, Oregon. The McMinnville Farm is used primarily for raising replacement heifers and growing crops used to feed the Debtor's dairy cattle. Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D. Ore. Case No. 12-35080) on June 29, 2012. The Debtor estimated assets of $10 million to $50 million and liabilities of up to $10 million. Jeffrey C. Misley, Esq., and Timothy A. Solomon, Esq., at Sussman Shank LLP, in Portland, represent the Debtor as counsel. In its schedules, the Debtor disclosed $11,161,063 in assets and $8,307,564 in liabilities. PICCADILLY RESTAURANTS: Can Expand Scope of FTI's Employment ------------------------------------------------------------ Piccadilly Restaurants, LLC, et al., sought and obtained approval from the U.S. Bankruptcy Court to expand the scope of employment of FTI Consulting, Inc., to: a) continue those services past the initial 4 month period of FTI's initial engagement, through confirmation of a Plan of Reorganization (which the Debtors anticipate will be sometime in September 2013), and b) include these additional services: a. Work with the Debtors to develop a long term budget model focusing on, including variance tracking and analysis, preparation of sensitivity analysis. b. Business plan preparation. c. Assist the Debtors with various initiatives and analyses required by the restructuring process including: claims identification, reconciliation and analysis, analyses and support for negotiations related to its master lease agreements and other real estate support, executory contract review; and, other restructuring related requirements. d. Prepare an enterprise valuation of the business and provide testimony (both at deposition, contested matters or trial) thereon as necessary In addition to the fixed monthly fee of $75,000 that would continue as provided for the Original Engagement Contract through the expanded term of the engagement, the Debtors have agreed to pay FTI the amount of $330,000, which will be due and payable on the effective date of a Plan of Reorganization; provided, however, FTI will not be entitled to the Effective Date Payment in the event that: (a) the current DIP Lender is the sponsor and resulting majority equity holder under the Plan of Reorganization, or (b) there is a successful section 363 sale pursuant to which the DIP and prepetition secured debt is not fully satisfied. About Piccadilly Restaurants Piccadilly Restaurants, LLC, and two affiliated entities sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos. 12-51127 to 12-51129) on Sept. 11, 2012. The affiliates are Piccadilly Food Service, LLC, and Piccadilly Investments LLC. Piccadilly Restaurants, LLC, headquartered in Baton Rouge, Louisiana, is the largest cafeteria-style restaurant in the United States, with operations in 10 states in the Southeast and Mid- Atlantic regions. It is wholly owned by Piccadilly Investments, LLC. Piccadilly operates an institutional foodservice division through a wholly owned subsidiary, Piccadilly Food Service, LLC, servicing schools and other organizations. With a history dating back to 1944, the Company operates 81 restaurants at three owned and 78 leased locations. Then known as Piccadilly Cafeterias, Inc., the Company filed for Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29, 2003. Paul Steven Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman, P.A. represented the Debtor in the case. After Piccadilly declared bankruptcy under Chapter 11, but before its plan was submitted to the Bankruptcy Court for the Southern District of Florida, the Bankruptcy Court authorized Piccadilly to sell its assets to Yucaipa Cos., for about $80 million. In October 2004, the Bankruptcy Court confirmed the plan. Judge Robert Summerhays oversees the 2012 cases. Lawyers at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans, serve as the 2012 Debtors' counsel. BMC Group, Inc., serves as claims agent, noticing agent and balloting agent. In its schedules, the Debtor disclosed $34,952,780 in assets and $32,000,929 in liabilities. New York-based vulture fund Atalaya Administrative LLC, in its capacity as administrative agent for Atalaya Funding II, LP, Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya Special Opportunities Fund (Cayman) IV LP (Tranche B), the Debtors' prepetition secured lender, is represented in the case by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux, L.L.C.; and Patton Boggs, LLP. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, has appointed seven members to the official committee of unsecured creditors in the Debtors' Chapter 11 cases. In October, the Committee sought and obtained Court approval to employ Frederick L. Bunol, Albert J. Derbes, IV, of The Derbes Law Firm, L.L.C. as attorneys. PLY GEM HOLDINGS: Incurs $50.8 Million Net Loss in Second Qtr. -------------------------------------------------------------- Ply Gem Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $50.87 million on $368.14 million of net sales for the three months ended June 29, 2013, as compared with net income of $5.26 million on $307.28 million of net sales for the three months ended June 30, 2012. For the six months ended June 30, 2013, the Company incurred a net loss of $78.98 million on $625.23 million of net sales, as compared with a net loss of $20.37 million on $546.46 million of net sales for the six months ended June 30, 2012. Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as compared with a net loss of $84.50 million in 2011. The Company's balance sheet at June 29, 2013, showed $1.10 billion in total assets, $1.17 billion in total liabilities and a $70.18 million total stockholders' deficit. "Ply Gem's sales continue to benefit from the recovery in new construction markets; however, demand for big ticket repair and remodeling items has been sluggish and further compressed by unfavorable weather conditions during the first quarter that drove higher inventory levels within distribution channels, which resulted in lower demand for our products during April and May," said Gary E. Robinette, Ply Gem's president and CEO. Mr. Robinette went on to say, "The expected recovery in the U.S. housing market represents significant growth opportunity for Ply Gem, however it also brings near-term challenges primarily in the form of labor resource requirements to meet increasing market demand. Recognizing this challenge, earlier this year we launched our enterprise lean initiative that when completed will provide greater manufacturing flexibility." A copy of the Form 10-Q is available for free at: http://is.gd/KejyPW About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. PRM FAMILY: Employs Cavanagh for Non-Bankruptcy Matters ------------------------------------------------------- PRM Family Holding Company, L.L.C. asks the U.S. Bankruptcy Court for permission to employ Cavanagh Law Firm, P.A. nunc pro tunc as ordinary course professionals to represent the Debtors in connection with certain non-bankruptcy-related matters. In the past several years, Cavanagh has provided a variety of legal services to the Debtors and has represented the Debtors in a variety of labor and employment matters, including in proceedings before the U.S. Equal Employment Opportunity Commission (EEOC), Arizona Division of Occupational Safety & Health (OSHA), National Labor Relations Board ("NLRB"), and the Department of Homeland Security - U.S. Immigrations and Customs Enforcement (ICE), and state employment law agencies in Arizona, California, New Mexico, and Texas, as well as draft and update handbooks and policies, and ERISA benefit matters. Although many proceedings, including litigation in state and federal courts, should be subject to the automatic stay pursuant to 11 U.S.C. Sec. 362, the Debtors will continue to face a number of legal issues that will not be subject to the stay and will need to be addressed promptly during the Debtors' reorganization. These matters include newly filed charges of alleged discrimination filed with the EEOC, charges filed with the NLRB, investigations and enforcement actions by OSHA, investigation and enforcement actions by ICE, ERISA or benefit matters, potential or actual, common law employment claims, and updating handbooks and policies based on changes in the law. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Standard Hourly Billable Rate ------------ ----------------------------- Julie A. Pace $395.00 David A. Selden $395.00 Heidi Nunn-Gilman $295.00 Jennifer L. Sellers $290.00 Eric W. Witt $285.00 Meaghan E. Gallagher $260.00 Stephanie L. Coulter - paralegal $175.00 Monica R. Rushton - paralegal $175.00 About PRM Family PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch Markets grocery stores in Arizona and Texas and New Mexico, sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on May 28, 2013. As of the bankruptcy filing, PRM Family Holding operates seven grocery stores in Phoenix, two in El Paso, Texas, and two in New Mexico. Its corporate office is in California and it has warehouses and distribution facilities in California and Phoenix. Its Pro's Ranch Markets feature produce, baked goods and other general grocery items with a Hispanic flair and theme. The company has more than 2,200 employees. PRM Family blamed its woes on, among other things, the adverse effect of the perception in Arizona towards immigrants including the passage of SB 1070 and an immigration audit to which no other competitor was subjected. It also blamed a decline in the U.S. economy and an increase competition from other grocery store chains. Bank of America, the secured lender, declared a default in February 2013. PRM Family estimated liabilities in excess of $10 million. Judge Sarah Sharer Curley oversees the case. Michael McGrath, Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C. Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel. HG Capital Partners' Jim Ameduri serves as financial advisor. Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as lead counsel. Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent the Committee as local counsel. Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A. Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for Bank of America, N.A., as administrative agent and a lender under an amended and restated credit agreement dated July 1, 2011. PRM FAMILY: Committee Can Retain O'Keefe as Financial Advisor ------------------------------------------------------------- The Official Committee of Unsecured Creditors of PRM Family Holding Company L.L.C., et al., sought and obtained permission from the U.S. Bankruptcy Court for the District of Arizona to retain O'Keefe & Associates Consulting, LLC, as financial advisor to the Committee, effective as of July 19, 2013. O'Keefe will, among others, render the following services: (a) review and analysis of the Debtors' weekly financial and cash flow performance as compared to its budget; (b) review of the Debtors' historical operating results, recent performance, business plan and associated restructuring initiatives and advise the Committee regarding the Debtors' business plans, cash flow forecasts, financial projections, cash flow reporting, claims, and plan alternatives; (c) advise the Committee with respect to available capital restructuring and sale and financing alternatives, including providing options regarding potential courses of action and assisting with the design, structuring and negotiation of alternative restructuring and/or transaction structures; (d) lead or assist in a sale process of the Debtors' assets and add strategic buyers to a sale process; and (e) review and analyze any proposals the Debtors receive from third parties in connection with a sale of the business or substantially all of its assets. Subject to the Court's approval, O'Keefe will charge for its services on an hourly basis in accordance with its standard hourly rates in effect on the date that services are rendered. O'Keefe has further agreed to cap its fees at $25,000 from the Retention Date through Aug. 25, 2013, and as a further accommodation to the Committee and the estates, has agreed to waive all non-working travel time. The current hourly rates applicable to anticipated professionals assigned to these cases are: David Distel, Partner - $400/hour Yyler Mayoras, Managing Director - $300/hour Mike Deighan, Managing Director - $300/hour To the best of O'Keefe's knowledge and belief, O'Keefe does not hold or represent any interest adverse to the Committee, or the creditors of the Debtors' estates, and does not have any connection with the Debtors, their creditors, any other parties- in-interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the Office of the U.S. Trustee. Further, O'Keefe is a "disinterested person(s)," as that phrase is defined in Sec. 101(14) of the Bankruptcy Code, and O'Keefe's employment is necessary and in the best interests of the Committee. About PRM Family PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch Markets grocery stores in Arizona and Texas and New Mexico, sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on May 28, 2013. As of the bankruptcy filing, PRM Family Holding operates seven grocery stores in Phoenix, two in El Paso, Texas, and two in New Mexico. Its corporate office is in California and it has warehouses and distribution facilities in California and Phoenix. Its Pro's Ranch Markets feature produce, baked goods and other general grocery items with a Hispanic flair and theme. The company has more than 2,200 employees. PRM Family blamed its woes on, among other things, the adverse effect of the perception in Arizona towards immigrants including the passage of SB 1070 and an immigration audit to which no other competitor was subjected. It also blamed a decline in the U.S. economy and an increase competition from other grocery store chains. Bank of America, the secured lender, declared a default in February 2013. PRM Family estimated liabilities in excess of $10 million. Judge Sarah Sharer Curley oversees the case. Michael McGrath, Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C. Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel. HG Capital Partners' Jim Ameduri serves as financial advisor. Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as lead counsel. Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent the Committee as local counsel. O'Keefe & Associates Consulting, LLC, serves as financial advisor to the Committee. Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A. Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for Bank of America, N.A., as administrative agent and a lender under an amended and restated credit agreement dated July 1, 2011. PROGUARD ACQUISITION: Incurs $117,000 Net Loss in Second Quarter ---------------------------------------------------------------- Proguard Acquisition Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $117,345 on $2.76 million of net sales for the three months ended June 30, 2013, as compared with a net loss of $103,410 on $3.90 million of net sales for the same period during the prior year. For the six months ended June 30, 2013, the Company reported a net loss of $242,004 on $5.68 million of net sales, as compared with a net loss of $213,461 on $7.92 million of net sales for the same period a year ago. The Company's balance sheet at June 30, 2013, showed $1.02 million in total assets, $1.28 million in total liabilities and a $257,568 total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/lkKWAT About Proguard Acquisition Proguard Acquisition Corp. (OTC BB: PGRD), headquartered in Lauderdale, Florida, is a Business to Business (B2B) reseller of all general line office and business products. As reported in the TCR on April 11, 2013, Pruzansky, P.A., in Boca Raton, Florida, expressed substantial doubt about Proguard Acquisition's ability to continue as a going concern, citing the Company's net loss and net cash used in operations of $445,016 and $173,189, respectively, during the year ended Dec. 31, 2012, and stockholders' deficit and accumulated deficit of $49,314 and $1.42 million, respectively, at Dec. 31, 2012. RAVENWOOD HEALTHCARE: May Sell Assets to Naples Lending ------------------------------------------------------- The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana, in a findings of fact and conclusions of law entered on Aug. 12, 2013, authorized Naples Lending Group LC to purchase Ravenwood Healthcare, Inc.'s property pursuant to an agreement to purchase executed with the Debtor. The Court also ordered that immediately upon the closing of the sale, Naples will pay the balance between the Debtor's current cash or cash equivalents and $10,000, such that the Debtor will possess $10,000 upon the closing of the sale to Naples. Naples is entitled to the protection under Section 363(m) of the Bankruptcy Code as a purchaser in good faith. As reported in the Troubled Company Reporter on Aug. 30, 2012, Naples Lending provided funding to the Debtor of up to $1,000,000. About Ravenwood Healthcare, Inc. Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr. M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in Baton Rouge. Ravenwood Healthcare is a not-for-profit corporation which owns and operates the Harborside Nursing and Rehabilitation Center, a 165-bed skilled care facility in Baltimore, Maryland. It has 134 hourly rate based and 11 salaried rate based employees. Bankruptcy Judge Douglas D. Dodd oversees the case. William E. Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes, Vingiello & McKenzie, LLC, serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Richard T. Daspit, Sr., president. In its amended schedule, the Debtor disclosed $9,561,783 in assets and $24,113,224 in liabilities as of the Chapter 11 filing. REGIONAL EMPLOYERS: Hangley Aronchick Approved as Counsel --------------------------------------------------------- Regional Employers Assurance Leagues Voluntary Employees' Beneficiary Association Trust, et al., filed an amended and verified application asking the Bankruptcy Court for permission to employ Hangley Aronchick Segal Pudlin & Schiller as counsel. As reported in the Troubled Company Reporter on Aug. 15, 2013, the Bankruptcy Court denied the employment of Matthew A. Hamermesh, Esq., and Hangley Aronchick as counsel. The Debtor, in its new motion, stated that prepetition, HASPS received these payments on behalf of the Debtors as retainers: a) on July 18, 2013, a payment of $20,000 as a retainer on account of services to be rendered thereafter in preparation for bankruptcy filings, the remaining balance of $4,419 of which will be held as part of a retainer for post-bankruptcy services; and b) on July 23, a payment of $200,000, as an additional retainer for post-bankruptcy services. To the best of the Debtors' knowledge, HASPS is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Regional Employers Assurance Leagues Voluntary Employees' Beneficiary Association Trust 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. The Debtor estimated assets at $50 million to $100 million and debts at $1 million to $10 million. The petition was signed by John J. Koresko, V, director of trustee and administrator. RESIDENTIAL CAPITAL: $597MM FGIC Deal Scores NY State Judge's OK ---------------------------------------------------------------- Law360 reported that bankrupt Residential Capital LLC moved one step closer to cementing a deal with Financial Guaranty Insurance Co. to slash the bond insurer's multibillion-dollar claims to $596.5 million after a New York state judge overseeing the insurer's rehabilitation signed off on it. According to the report, Judge Doris Ling-Cohan said that FGIC can enter the deal with the bankrupt mortgage servicer and found that the state insurance regulator overseeing the bond insurer's rehabilitation had acted reasonably in inking the deal, overruling the objections of Freddie Mac and other investors. 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). REVOLUTIONARY LLC: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: Revolutionary, LLC. 1725 Constitution Court Glenview, IL 60025 Bankruptcy Case No.: 13-32814 Chapter 11 Petition Date: August 16, 2013 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Donald R. Cassling Debtors' Counsel: George Michael Vogl, IV, Esq. LAW OFFICES OF LEDFORD & WU 200 S. Michigan Avenue, Suite 209 Chicago, IL 60604 Tel: (312) 294-4400 Fax: (312) 294-4410 E-mail: notice@ledfordwu.com Scheduled Assets: $5,738,150 Scheduled Liabilities: $4,351,252 Affiliate that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Revolutionary Hotels, Inc. 13-32815 Assets: $3,916,352 Debts: $5,761,381 The petitions were signed by Pyar S. Ali, president. A. A copy of Revolutionary, LLC's list of its two unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/ilnb13-32814.pdf B. A copy of Revolutionary Hotels' list of its 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/ilnb13-32815.pdf REVSTONE INDUSTRIES: Rips Creditors' Ch. 11 Plan Over PBGC Claim ---------------------------------------------------------------- Law360 reported that bankrupt Revstone Industries LLC fired a shot at a Chapter 11 plan filed by the creditors committee, arguing that it is unconfirmable because it, among other things, does not fully address more than $67 million in claims from The Pension Benefit Guaranty Corp. According to the report, the auto parts conglomerate lodged its criticism by objecting to the plan's disclosure statement, which is scheduled to be considered Wednesday by the U.S. Bankruptcy Court for the District of Delaware, adding that the document does not provide enough information about the PBGC's claim. About Revstone Industries et al. Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represents Revstone. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No. 13-11831) to sell the bulk of its assets to industry rival Dayco for $25 million, absent higher and better offers. Metavation has tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rice, LLP represents the Official Committee of Unsecured Creditors in Revstone's case. ROBERTS HOTELS: Muenks to Provide Tax Preparation Services ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri authorized Roberts Hotels Houston, LLC, et al., to employ Stephen R. Krause, CPA and Muenks Tax Company to perform tax preparation services, including the preparation and filing of local, state and federal tax returns. The firm has prepared tax forms for many non-debtor related entities and the firm is familiar with the Debtors' accounting needs, well as its practices and procedures. Mr. Kraus told the Court that Muenks bills by project, not time. Thus, a tax return for one of the Debtors might cost more than another, depending upon the amount of review which is needed, the number of ancillary forms to be prepared, etc. Mr. Krause assured the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Roberts Hotels Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have filed separate Chapter 11 bankruptcy petitions. The hotels are among those involved in a lawsuit Bank of America filed against Roberts Cos. in April 2012. BofA alleges Roberts Cos. defaulted on a loan to renovate six hotels it owns outside of Missouri and owes more than $34 million. The hotels are located in Tampa, Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C. Roberts Hotels Dallas LLC, which operates as a Courtyard by Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11 bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012, estimating $1 million to $10 million in assets, and $10 million to $50 million in debts. Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012, estimating $1 million to $10 million in assets, and $10 million to $50 million in debts. Roberts Hotels Shreveport LLC, also under the Clarion flag, sought Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12- 44495) on May 9, estimating under $10 million in assets and between $10 million and $50 million in debts. Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel, formerly named Radisson Hotel & Suites Spartanburg, filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April 19, 2012. It scheduled $3,028,820 in assets and $34,775,209 in debts. Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012, listing under $50,000 in assets and up to $50 million in debts. Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820 East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo. Case No. 12-44391) on May 7, estimating assets between $1 million and $10 million and debts between $10 million and $50 million. A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the Debtors' counsel. The petitions were signed by Mike Kirtley, chief operating officer. On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss. Case No. 11-04341), estimating both assets and debts of between $1 million and $10 million. John D. Moore, P.A., represents the Debtor. The cases are jointly administered. SARKIS INVESTMENTS: Hires Baker Hostetler as General Counsel ------------------------------------------------------------ Sakris Investments Company LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Baker & Hostetler, LLP as its general counsel, nunc pro tunc, to July 29, 2013. The firm will represent the Debtor at its customary hourly rates which currently range from $125 to $650 per hour. The majority of the work will be performed by insolvency professional Ashley M. McDow -- amcdow@bakerlaw.com -- counsel at the Firm, whose current hourly rate is $500 and Marc L. Benezra, a partner at the Firm, whose current hourly rate is $650. The firm will be reimbursed its actual out-of-pocket expenses. Mr. McDow assures the Court that his firm does not hold or represent an interest adverse to the Debtor's estate. Sarkis Investments Company, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013. Pamela Muir signed the petition as manager. The Debtor estimated assets and debts of at least $10 million. Ashley M. McDow, Esq., at Baker & Hostetler, LLP, serves as the Debtor's counsel. SARKIS INVESTMENTS: Files Schedules of Assets and Liabilities ------------------------------------------------------------- Sarkis Investments Company, LLC, filed with the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $24,000,000 B. Personal Property $1,212,796 C. Property Claimed as Exempt D. Creditors Holding Secured Claims E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims ----------- ----------- TOTAL $25,212,796 $0 Sarkis Investments Company, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013. Pamela Muir signed the petition as manager. The Debtor estimated assets and debts of at least $10 million. Ashley M. McDow, Esq., at Baker & Hostetler, LLP, serves as the Debtor's counsel. SAVE MOST: Plan Outline Hearing Continued Until Oct. 2 ------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California continued until Oct. 2, 2013, at 10 a.m., the hearing to consider the adequacy of information in the Original Disclosure Statement explaining Save Most Desert Rancho, Ltd.'s Original Plan of Reorganization. As reported in the Troubled Company Reporter on July 17, 2013, according to the Disclosure Statement, the Plan may provide for the Debtor to reorganize by continuing to operate, to liquidate by selling assets of the Debtor's estate, or a combination of both. The Debtor seeks to accomplish payment under the Plan by the sale or refinance of the Laguna Hills Property or sale of the Laguna Hills Property. The Plan will be funded by proceeds from the sale or refinance of the Laguna Hills Property as well as postpetition rents generated by the Laguna Hills Property. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SAVE_MOST_ds.pdf About Save Most Desert Rancho Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-23173) in Santa Ana, California on Nov. 15, 2012. The Laguna Hills-based company disclosed $10,134,997 in assets and $14,874,770 in liabilities as of the Chapter 11 filing. The petition was signed by Charles Kaminskas for Brighton Park, LP, general partner. Michael G. Spector, Esq., and Vicki L. Schennum, Esq., at The Law Offices of Michael G. Spector, in Santa Ana, Calif., represent the Debtor as Chapter 11 insolvency counsel. SAVE MOST: Wants Exclusive Solicitation Period Extended to Dec. 12 ------------------------------------------------------------------ Save Most Desert Rancho, Ltd., asks the U.S. Bankruptcy Court for the Central District of California to extend the exclusive periods to solicit acceptances for the Plan of Reorganization until Dec. 12, 2013. The Plan Period expired on June 15, and the Debtor filed its Plan and Disclosure Statement on that date. The solicitation period is set to expire on Sept. 11. The Debtor explains that the extension will allow the active issues and disputes with its secured lenders to be resolved and eliminate the chance of the Debtor being subject to a chaotic environment where there are competing plans of reorganization. About Save Most Desert Rancho Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-23173) in Santa Ana, California on Nov. 15, 2012. The Laguna Hills-based company disclosed $10,134,997 in assets and $14,874,770 in liabilities as of the Chapter 11 filing. The petition was signed by Charles Kaminskas for Brighton Park, LP, general partner. Michael G. Spector, Esq. -- mgspector@aol.com -- and Vicki L. Schennum, Esq. -- schennumlaw@gmail.com -- at The Law Offices of Michael G. Spector, in Santa Ana, Calif., represent the Debtor as Chapter 11 insolvency counsel. SCOOTER STORE: Pact With Creditors Clears Way to Cash Order ----------------------------------------------------------- Peg Brickley, writing for DBR Small Cap, reported that a deal with unsecured creditors cleared the way Monday for final approval for Scooter Store Holdings Inc. to use its cash as it looks for a buyer to bail it out of bankruptcy. About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP and Neil E. Herman, Esq. at Morgan Lewis & Bockius LLP represent the Debtors in their restructuring efforts. The closely held company listed assets of less than $10 million and debt of more than $50 million. The Scooter Store - St. Louis, L.L.C., disclosed $13,353,846 in assets and $83,957,99 in liabilities as of the Chapter 11 filing. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. The Official Committee of Unsecured Creditors is represented by Cooley LLP as lead counsel, and Cousins Chipman & Brown, LLP as Delaware counsel. CBIZ Acounting, Tax and Advisory of New York, LLC, CBIZ Valuation Group, LLC and CBIZ Mergers & Acquisition Group Inc. serve as financial advisors. SCOOTER STORE: Bids Due Sept. 19; Auction Now Set for Sept. 23 -------------------------------------------------------------- Scooter Store Holdings Inc., et al., notified the Bankruptcy Court of the modified key deadlines related to the sale of substantially all of their assets. The modified certain key deadlines include: Bid Deadline: Sept. 19, at 4 p.m. Auction: Sept. 23, at 10 a.m. Sale Hearing: Sept. 24, at 9:30 a.m. As reported in the Troubled Company Reporter on June 27, 2013, the auction was originally set for Aug. 6. Bids were initially due July 29. According to a Bloomberg News report, no buyer is yet under contract, although the company previously said 60 possible bidders signed confidentiality agreements. The company has the right to designate a so-called stalking horse who can receive a breakup fee if outbid at auction. About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP and Neil E. Herman, Esq. at Morgan Lewis & Bockius LLP represent the Debtors in their restructuring efforts. The closely held company listed assets of less than $10 million and debt of more than $50 million. The Scooter Store - St. Louis, L.L.C., disclosed $13,353,846 in assets and $83,957,99 in liabilities as of the Chapter 11 filing. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. The Official Committee of Unsecured Creditors is represented by Cooley LLP as lead counsel, and Cousins Chipman & Brown, LLP as Delaware counsel. CBIZ Acounting, Tax and Advisory of New York, LLC, CBIZ Valuation Group, LLC and CBIZ Mergers & Acquisition Group Inc. serve as financial advisors. SCOOTER STORE: Court Approves Termination of DIP Facility --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved a stipulation terminating Scooter Store Holdings, Inc., et al.'s debtor-in-possession facility. As reported in the Troubled Company Reporter on May 22, 2013, the Debtor received final court approval for $10 million in secured financing provided by second-lien creditor Crystal Financial. The stipulation, entered among the Debtors, Crystal Financial, LLC, as DIP Agent and the DIP lenders, provided for the termination of the DIP facilities and the orderly transition to the Debtors' use of cash collateral. The Debtors had informed the DIP lenders that in light of the cash balances maintained in the Debtors' account, they believe it is in the best interest of their estates to: (i) repay in full all outstanding DIP obligations and terminate the DIP Facility provided in the DIP credit agreement; and (ii) fund their operations and Chapter 11 expenses through the use of cash collateral in which junior secured creditors may have an interest or through alternative financing. A copy of the stipulation is available for free at http://bankrupt.com/misc/SCOOTERSTORE_stipulation.pdf About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP and Neil E. Herman, Esq. at Morgan Lewis & Bockius LLP represent the Debtors in their restructuring efforts. The closely held company listed assets of less than $10 million and debt of more than $50 million. The Scooter Store - St. Louis, L.L.C., disclosed $13,353,846 in assets and $83,957,99 in liabilities as of the Chapter 11 filing. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. The Official Committee of Unsecured Creditors is represented by Cooley LLP as lead counsel, and Cousins Chipman & Brown, LLP as Delaware counsel. CBIZ Acounting, Tax and Advisory of New York, LLC, CBIZ Valuation Group, LLC and CBIZ Mergers & Acquisition Group Inc. serve as financial advisors. SCOOTER STORE: Guggenheim Replaces Morgan Joseph TriArtisan ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Sept. 12, 2013, at 9:30 a.m., to consider (i) approval of the assignment of an engagement letter between Scooter Store Holdings, Inc., et al., and Morgan Joseph TriArtisan LLC, to Guggenheim Securities LLC; and (ii) authorization to employ Guggenheim Securities, as investment banker nunc pro tunc to June 14. Objections, if any, are due Aug. 23, at 4p.m. On May 15, the Court entered an order authorizing the employment of Morgan Joseph. The original application contained customary terms and conditions for engagements. Beginning on June 14, and continuing until July 1, the Morgan Joseph professionals which had been providing services to the Debtors moved their practices to Guggenheim Securities. In this relation, the Debtor would like to continue the employment of the professionals. Thus, Morgan Joseph and Guggenheim Securities have agreed, and the Debtors support, the payment of the same sale transaction fee will be allocated 75% to Guggenheim Securities and 25% to Morgan Joseph. The engagement agreement would be assigned by Morgan Joseph to Guggenheim Securities, effective July 1, 2013. Guggenheim Securities' services would include, among other things: a. preparing, with the assistance of the Debtors, an offering memorandum for distribution and presentation to prospective purchasers; b. soliciting interest among prospective purchasers; and c. assisting the Debtors in evaluating proposals received from prospective purchasers. Guggenheim Securities is not to receive any monthly fees. Payment for its efforts requires one or more sale transactions. To the best of the Debtors' knowledge, Guggenheim Securities is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. SHILO INN: Levene Neale Approved as General Bankruptcy Counsel -------------------------------------------------------------- The Bankruptcy Court authorized Shilo Inn, et al., to employ Levene, Neale, Bender Yoo & Brill LLP as general bankruptcy counsel. As reported in the Troubled Company Reporter on July 11, 2013, the firm will bill its time for its representation of the Debtors on an hourly basis. The firm's hourly rates are: Professional Rates ------------ ----- David B. Golubchick $595 Kurt Ramlo $575 J.P. Fritz $430 Michael S. Grimberg $525 David B. Golubchick, Esq., attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Shilo Inn, Twin Falls Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013. Judge Richard M. Neiter presides over the case. Shilo Inn, Twin Falls estimated assets of at least $10 million and debts of at least $1 million. Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn, Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake, Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a hotel. California Bank and Trust is the primary, senior secured lender for each of the Debtors. The Debtors sought Chapter 11 protection after CBT on May 1, 2013, filed for receiverships in district court. David B. Golubchick, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represents the Debtor in its restructuring effort. SMBC HEALTHCARE: Liquidating Trustee Balks at Conversion Bid ------------------------------------------------------------ John T. Young, Jr., the trustee of the SBMC Liquidating Trust, asks the Bankruptcy Court to deny the amended motion to (i) convert the Chapter 11 case of SBMC Healthcare, LLC, to one under Chapter 7 of the Bankruptcy Code; (ii) delay ruling on pending fee applications; and (3) require the liquidating trustee to account for all postconfirmation financial transactions. On July 18, 2013, Marty McVey, sole shareholder, member and president of SBMC Healthcare, LLC, the former Debtor-in- Possession, requested to the conversion of the case. The Liquidating Trustee relates that Mr. McVey is not an innocent aggrieved party. The amended motion paints a pretty dismal and grim picture of the state of events of the case well as Mr. McVey's participation as long as they are read and interpreted in complete isolation to the actual facts and other pleadings of the case. Ruth Van Meter, Esq. -- rvanmeter@hallattorneys.com -- at Hall Attorneys represents the Liquidating Trustee. In a separate filing, Marilee A. Madan, P.C., on behalf of the firm and SBMC Healthcare, LLC, asked the Court to deny the motion to convert because it makes no sense to add another layer of administrative fees to the case by converting same. Marilee A. Madan related that the Effective Date of the Joint Plan was scheduled for April 10, 2013. The Court confirmed the Joint Plan of the Official Committee of Unsecured Creditors and the Debtor on March 26, 2012. Mr. McVey did not object to the Joint Plan, although he would have been entitled to do so. The Joint Plan provided for all of the Debtor's assets, including the hospital property, to be transferred to the Liquidating Trust on the Effective Date. On April 9, 2013, the Liquidating Trustee sought to defer the Effective Date and delay the payments due to claimants, including professionals, under the confirmed Joint Plan. About SBMC Healthcare Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey & Co. Investments LLC. It filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-33299) on April 30, 2012. The petition was signed by the president of McVey & Co. Investments LLC, sole manager. The Debtor disclosed $40,149,593 in assets and $13,108,268 in liabilities as of the Chapter 11 filing. Marilee A. Madan, P.C. in Houston, Texas, is the Debtor's general bankruptcy counsel. Millard A. Johnson, Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, serve as the Debtor's special bankruptcy counsel. Judge Jeff Bohm presides over the case. The Official Committee of Unsecured Creditors is represented by Hall Attorneys, P.C. SOTERA DEFENSE: S&P Revises Outlook to Neg. & Affirms 'CCC+' CCR ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Sotera Defense Solutions Inc. to negative from developing. S&P affirmed its 'CCC+' corporate credit rating on the company. At the same time, S&P's issue-level rating on the company's $243 million senior secured facilities, which consist of a $28 million revolving credit facility due 2016 and a $215 million term loan due 2017, is affirmed at 'CCC+' and the recovery rating remains at '3', indicating S&P's expectations for meaningful (50% to 70%) recovery in the event of payment default. The outlook revision reflects S&P's view that the continued revenue decline in the company's Force Mobility & Modernization business segment increases the risk of future covenant violations (absent an amendment to its existing credit agreement providing additional covenant headroom). Although the financial sponsor has expressed willingness to provide an equity cure if necessary, the frequency of equity cures is constrained by the credit agreement. The rating reflects S&P's view that Sotera has "less than adequate" liquidity, a "highly leveraged" financial risk profile, and is at a continued risk of covenant violations as a result of weak business performance in its Force Mobility & Modernization segment. Sotera provides technology solutions and services for mission-critical programs of the Department of Defense (DoD), Intelligence Community, Homeland Security, and other federal law enforcement agencies. The negative outlook reflects S&P's view that the continued revenue decline in Sotera's Force Mobility & Modernization business segment increases the risk of future covenant violations (absent an amendment to its existing credit agreement providing additional covenant headroom). S&P would lower the rating if the company does not establish adequate covenant headroom, including a lack of ability for the financial sponsors to provide an equity cure. S&P could revised the outlook to stable if business performance significantly improves, or the credit agreement is amended, such that covenant cushion of more than 10% is restored, after taking into account future covenant step-downs. SOUTH FLORIDA SOD: Files List of Top Unsecured Creditors -------------------------------------------------------- South Florida Sod Inc. submitted a list that identifies its top 20 unsecured creditors. Creditors with the three largest claims are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Gerald Darroh, Inc. $6,148,000 Wauchula State Bank $2,968,200 Texas 1845,LLC $1,656,825 A copy of the creditors' list is available for free at: http://bankrupt.com/misc/SOUTH_FLORIDA_creditorslist.pdf About South Florida Sod South Florida Sod Inc., a sod farmer, filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Attorneys at Latham Shuker Eden & Beaudine, LLP, serve as counsel to the Debtor. SPRINT CORP: Clearwire Action to Help Boost Small Tower Companies ----------------------------------------------------------------- Sprint Corporation's recent announcement that it will be deploying the 2.5 GHz frequency spectrum of its now wholly owned subsidiary Clearwire Corp. beyond its existing 38,000 cell tower sites to achieve nationwide LTE coverage is credit positive for the independent tower companies, says Moody's Investors Service in the report "Independent Towers Will Get an EBITDA Boost As Sprint Deploys Clearwire Spectrum." "We expect that Sprint will repurpose the Clearwire tower sites and add an estimated 15,000 to 18,000 cell tower sites, which will generate increased leasing revenue that the carrier pays to the tower companies," says Moody's Vice President -- Senior Analyst Gregory Fraser, the author of the report. "These new tower sites will replace the 16,500 Clearwire sites scheduled to be decommissioned and will therefore eliminate the risk that lost rent from those towers would not be replaced with new rental revenue." Independent tower companies that Moody's expects to receive a boost in EBITDA in 2014 from the deployment include American Tower Corporation, Crown Castle International Corp. and SBA Communications Corporation. AT&T Corp. may take similar steps to those of Sprint following its announcement in July that it plans to buy prepaid wireless provider, Leap Wireless International, Inc. Moody's expects AT&T to further its 4G/LTE deployment on Leap's underutilized spectrum on roughly 15,000 to 20,000 sites (including the 9,700 leased sites acquired from Leap), also to the benefit of the independent tower firms. "We also expect the small cell industry to experience significant growth over the next five to seven years, given the investments the carriers are currently making in this sub-segment," says Moody's Fraser. On July 19, 2013, Moody's upgraded several ratings of Sprint Communications, Inc., including the company's corporate family rating to Ba3 from B1, the company's probability of default rating to Ba3-PD from B1-PD, and Sprint's senior unsecured rating to B1 from B3 following the closing of the merger agreement with SoftBank Corp., and a separate merger agreement with Clearwire Corp. SoftBank, with an issuer rating of Ba1, acquired a 78% stake in Sprint, a transaction valued at $21.6 billion. Moody's believes that the merger with SoftBank will help Sprint to improve its operating performance in the highly competitive US wireless industry due to the infusion of $5.0 billion of new equity capital and SoftBank's track record of operational turnarounds of wireless companies in Japan (increasing market share and expanding margins). The merger with Clearwire, a company with a vast holding of spectrum, addresses Sprint's spectrum needs for at least the next several years. Moody's also affirmed the company's speculative grade liquidity rating of SGL-1, indicating a very good liquidity position. The outlook is stable. SSI PACIFIC: Case Summary & 5 Unsecured Creditors ------------------------------------------------- Debtor: SSI Pacific Place LLC 6409 6th Avenue, #14 Tacoma, WA 98406 Bankruptcy Case No.: 13-45308 Chapter 11 Petition Date: August 16, 2013 Court: U.S. Bankruptcy Court Western District of Washington (Tacoma) Judge: Brian D. Lynch Debtor's Counsel: Jeffrey B. Wells, Esq. WELLS AND JARVIS, P.S. 500 Union Street, Suite 502 Seattle, WA 98101 Tel: (206) 624-0088 E-mail: paralegal@wellsandjarvis.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of its five unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/wawb13-45308.pdf The petition was signed by Matthew Chan, managing member. TEAMWORK RETAIL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Teamwork Retail, LLC fka Retail Teamwork, LLC 2600 McCormick Dr., Suite 120 Clearwater, FL 33759 Bankruptcy Case No.: 13-10654 Chapter 11 Petition Date: August 13, 2013 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Scott A. Stichter, Esq. STICHTER, RIEDEL, BLAIN & PROSSER 110 E. Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: sstichter.ecf@srbp.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb13-10654.pdf The petition was signed by Michael Mauerer, CEO of Team Research, LLC, manager. TECHPRECISION CORP: In Default of Certain Financial Covenants ------------------------------------------------------------- TechPrecision Corporation on Aug. 19 reported financial results for the fourth quarter and full-year periods of fiscal year 2013, the periods ended March 31, 2013. Strategic Update -- In June of 2013, the Company developed and began implementing a plan to accelerate its return to profitability. Specifically, the plan includes: -- A reduction in force of 25 employees or approximately 14% of the total workforce -- Administrative cost reductions of approximately $1.5 million annually, which should begin to be reflected in the second quarter and full impact seen in the third quarter -- Operational process changes to improve production throughput, quality and controls, solidifying the foundation that will support profitable growth in the future -- Realignment of the organization to focus its activities primarily on Ranor -- Securing long-term financing that aligns with the Company's business -- Modifying executive compensation to align with long term shareholder interests, including profitability "Since taking over as executive chairman on May 13, 2013, I have worked with the Board of Directors and the management team in an effort to stabilize the business with the goal of returning to profitability in fiscal 2014," commented Leonard Anthony, Chairman of the Board of Directors and Principal Executive Officer. "As a result, we are taking specific steps to more appropriately align our expenses with our current revenue levels through the targeted reduction of $2 to $2.5 million in annualized expenses on a run- rate basis. In the intermediate term, we are refocusing the Company primarily on the activities at Ranor, pursuing production projects that can contribute to our near-term revenues, particularly significant opportunities in the Naval/maritime, nuclear, and precision industrial, segments. We are putting in place a structure that provides accountability for results in each area. We expect this effort will bolster the strong pipeline of medical, nuclear and defense-related business we have in place, and this should accelerate our growth in 2014 and beyond. Simultaneously, we are focused on expanding margins, with an expectation of progressively improving gross margin levels to a targeted 30% over the balance of fiscal 2014." Fourth Fiscal Quarter 2013 Summary: Three Months Ended March 31 -- Net sales increased 64% to $9.9 million compared to $6.1 million in the year-ago quarter. -- As expected, the fourth quarter benefitted from $2.2 million in revenue related to large-scale PolySi chambers for which production was extended into the fourth quarter. -- TechPrecision's backlog at the end of fiscal 2013 was $16.4 million, compared with a $22.4 million backlog at March 31, 2012. The Company's backlog as of July 31, 2013 was $19.2 million. -- Gross profit was $1.6 million, or 16% gross profit margin, compared to gross profit of $1,883, or 0.03% gross profit margin, in the year-ago quarter. Contract losses of $1.5 million incurred during the fourth quarter of fiscal 2012 on U.S. production impacted the gross margin for the period. -- Tax expense was $0.7 million in the fourth quarter compared to a tax benefit of $1.6 million in the same period one year ago. T ax expense for fiscal 2013 is the result of a full valuation allowance recorded during the fourth quarter on net tax assets. -- The net loss was $(1.1) million for the fourth quarter compared to a net loss of ($1.3) million in the prior year fourth quarter. Fiscal Year 2013 Summary: 12 Months Ended March 31 -- For the year ended March 31, 2013, net revenue decreased 2% to $32.5 million compared to $33.3 million in the same period last year. -- Gross profit margin was 20% for the year compared to 15% gross profit margin in the prior fiscal year. -- Loss from operations was $(1.6) million for the year compared to an operating loss of ($3.4) million in the prior year. -- Tax expense was $0.5 million for fiscal 2013 compared to a tax benefit of $1.5 million in the prior year. Tax expense for fiscal 2013 is the result of a full valuation allowance recorded during the fourth quarter on net tax assets. -- Net loss was $(2.4) million for the year compared to a net loss of ($2.1) million in the prior year. Balance Sheet Summary At March 31, 2013, TechPrecision had working capital of $3.1 million as compared with working capital of $10.2 million at March 31, 2012. As of March 31, 2013, the Company had $3.1 million in cash and cash equivalents compared to $2.8 million at March 31, 2012. Mr. Anthony stated, "As of our fiscal year end, we were not in compliance with certain financial covenants contained within our debt agreements. As of August 16, 2013, we had yet to reach agreement with our Bank relative to a modification of those covenants. As these events of default were unresolved at the time we filed the Form 10K and the Bank had the right to accelerate the debt upon 60 days written notice, we reclassified all of our debt from long term to short term as of our fiscal year end. In light of this situation and prior debt covenant issues, we have initiated the process of seeking to replace or otherwise refinance our debt arrangements. While we are in the early stages of that process, we believe that based on the collateral available, the reduction of $0.8 million of net debt outstanding achieved during fiscal 2013, the additional $0.5 million of revolver debt paid down during July 2013, and our outlook for a return to profitability, based principally upon cost reductions, we will be successful in securing new debt arrangements." Outlook As disclosed within the Company's 12b-25 filing on August 15, 2013, the Company expects to report a net loss of approximately $0.8 million for the quarter ended June 30, 2013. The net loss is based on revenues of approximately $7.0 million as of June 30, 2013. The Company expects to file its Form 10Q for the quarter ended June 30, 2013 as soon as practicable and will host another investor call at that time. Mr. Anthony stated, "While the challenge resulting from our need to overcome the market downturn on a major solar product line is not yet behind us, we believe that our improved cost structure and our enhanced Ranor operations, supported by our experienced and dedicated workforce, will position us to capitalize on the significant market opportunities that are ahead." About TechPrecision Corporation Center Valley, Pa.-based TechPrecision Corporation through its wholly owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components Co., Ltd., globally manufactures large- scale, metal fabricated and machined precision components and equipment. The corporation reported a net loss of $1.3 million on $22.5 million of net sales for the nine months ended Dec. 31, 2012, compared with a net loss of $854,978 on $27.2 million of net sales for the nine months ended Dec. 31, 2011. The corporation's balance sheet at Dec. 31, 2012, showed $22.4 million in total assets, $11.3 million in total liabilities, and shareholders' equity of $11.1 million. THORNTON GATEWAY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Thornton Gateway Properties, LLC P.O. Box 6533 Dillon, CO 80435 Bankruptcy Case No.: 13-23889 Chapter 11 Petition Date: August 13, 2013 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Michael E. Romero Debtor's Counsel: Robert J. Shilliday, III, Esq. SHILLIDAY LAW, P.C. 730 17th Street, Suite 500 Denver, CO 80202-3580 Tel: (720) 439-2500 Fax: (720) 439-2501 E-mail: rjs@shillidaylaw.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 Craig H. Mundt, managing member. TLO LLC: Can Continue to Use Cash Collateral Until Oct. 31 ---------------------------------------------------------- Judge Paul G. Hyman of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Division, authorized TLO, LLC, to continue to use the cash collateral of Technology Investors, Inc., through Oct. 31, 2013. As adequate protection, the Lender is granted a valid, perfected first priority lien on all cash generated postpetition from the Prepetition Collateral and its proceeds, which liens will be junior to cash in the TLO Collateral Account and the cash necessary to replenish the TLO Collateral Account and discharge the Debtor's obligation to Wells Fargo. The Debtor is required to file a Chapter 11 plan of reorganization on or before Aug. 26, 2013. The Aug. 26 deadline may be extended upon the prior written consent of Lender and counsel for the Committee. Alvin S. Goldstein, Esq. -- agoldstein@furrcohen.com -- at FURR & COHEN, P.A., in Boca Raton, Florida, represents the Debtor. About TLO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher as CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at Furr & Cohen serve as the Debtor's counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner who died this year. There is $4.6 million secured by computer equipment. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. TLO LLC: Wells Fargo Objects to Bid for Additional DIP Loans ------------------------------------------------------------ Wells Fargo Bank, N.A., objects to TLO, LLC's second motion for authority to obtain postpetition financing from Desiree Asher and Caroline Asher Yoost. According to Michael E. Demont, Esq. -- mdemont@smithhulsey.com -- at SMITH HULSEY AND BUSEY, in Jacksonville, Florida, the new loan documents governing the Second DIP Loan (i) allows the Debtor to grant any lien in favor of Lenders on the TLO, LLC Collateral Account; (ii) grants the Lenders' Superpriority Claim priority over the Wells Fargo Obligations; and (iii) allows the Debtor to use funds in the TLO, LLC Collateral Account in a manner inconsistent with the agreements with Wells Fargo that govern that account. John R. Thomas, Esq. -- jthomas@smithhulsey.com -- at SMITH HULSEY AND BUSEY, in Jacksonville, Florida, also represents the Wells Fargo. About TLO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher as CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at Furr & Cohen serve as the Debtor's counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner who died this year. There is $4.6 million secured by computer equipment. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. TLO LLC: Has Court OK to Employ Bayshore as Investment Banker ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized TLO, LLC, to employ Bayshore Partners, LLC, as investment banker. The firm, to be led by Michael F. Turner, a managing director at Bayshore Partners, will be paid a $22,500 monthly advisory fee and a non-refundable cash fee in the minimum amount of $500,000 upon the closing of a restructuring transaction. About TLO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher as CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at Furr & Cohen serve as the Debtor's counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner who died this year. There is $4.6 million secured by computer equipment. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. TROPICANA ENTERTAINMENT: Enters Agreement to Buy Lumiere Hotels --------------------------------------------------------------- Tropicana Entertainment, Inc. on Aug. 19 disclosed that it has entered into an agreement with Pinnacle Entertainment, Inc. to acquire Lumiere Place Casino, HoteLumiere, and the Four Seasons Hotel St. Louis. "We are delighted to enter the St. Louis gaming market," said Tony Rodio, President and Chief Executive Officer of Tropicana. "Lumiere is a premier property in an excellent downtown location. We look forward to providing a world class experience to our guests, and working with the surrounding community to continue to make downtown St. Louis a vibrant and exciting place to visit," said Mr. Rodio. Carl C. Icahn, Chairman of Tropicana Entertainment, stated: "We are happy that Tropicana, which Icahn Enterprises purchased out of bankruptcy only three years ago, is now profitable and will have expanded to nine casino properties. We hope to continue to make judicious acquisitions in the future." The transaction is conditioned on the receipt of regulatory approvals from the Federal Trade Commission and the Missouri Gaming Commission, as well as customary closing conditions, and is expected to close in early 2014. About Tropicana Entertainment Tropicana Entertainment Inc. is a publicly reporting company that, along with its affiliates, owns or operates nine casinos and resorts in Indiana, Louisiana, Mississippi, Nevada and New Jersey. The Company owns approximately 6,000 rooms, 9,000 slot positions and 250 table games. In addition, the Company owns a development property in Aruba. The company is based in Las Vegas, Nevada. Tropicana Entertainment LLC and certain affiliates filed for Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08- 10856). Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. The OpCo Debtors, a group of Tropicana entities owning casinos and resorts in Atlantic City, New Jersey and Evansville, Indiana obtained confirmation from the Bankruptcy Court of a reorganization plan. On April 29, 2009, non-debtor units of the OpCo Debtors, designated as the New Jersey Debtors -- Adamar of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. -- filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to effectuate a sale of the Atlantic City Resort and Casino to a group of Investors-led by Carl Icahn. Judge Judith H. Wizmur presides over the cases. Manchester Mall is a wholly owned subsidiary of Adamar that owns and operates certain real property utilized in the New Jersey Debtors' business operations. Effective March 8, Tropicana Entertainment successfully emerged from the Chapter 11 reorganization process as an Carl Icahn-owned entity. A group of Tropicana entities, known as the LandCo Debtors, which own Tropicana casino property in Las Vegas, have obtained approval of a separate Chapter 11 plan. Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Hackensack, New Jersey, represented the New Jersey Debtors. Kurtzman Carson Consultants LLC acts as their claims and notice agent. Adamar disclosed $500 million to $1 billion both in total assets and debts in its petition. Manchester Mall disclosed $1 million to $10 million in total assets, and less than $50,000 in total debts in its petition. Debtors Adamar of New Jersey Inc. and Manchester Mall Inc. have merged into Adamar of NJ In Liquidation, LLC. The merger and name change is in accordance with an Amended and Restated Purchase Agreement, which governs the sale and transfer of the operations of the Tropicana Casino and Resort - Atlantic City, including substantially all of the New Jersey Debtors' assets, to Tropicana Entertainment Inc., Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free and clear of any and all liens, claims and encumbrances. TUCSON ELECTRIC: S&P Raises Corp. Credit Rating From 'BB+' ---------------------------------------------------------- Standard & Poor's Ratings Services raised the corporate credit rating on Tucson Electric Power Co. to 'BBB' from 'BB+'. The outlook is stable. S&P raised the rating on Tucson Electric's senior unsecured notes to 'BBB' from 'BBB-' and withdrew the '2' recovery rating on the notes because the corporate credit rating is now investment grade. "We view the consolidated business risk profile as 'strong' under our criteria, reflecting Tucson Electric's regulated utility operations and a predominantly coal-fired generation fleet that has been sufficient to meet the majority of its retail loads," said Standard & Poor's credit analyst Michael Ferguson. Weaknesses underlying the business risk profile include concentrated customer markets with few significant growth prospects in a region that was deeply affected by the recession and a high coal concentration, which might require higher environmental spending. S&P considers Tucson Electric Power Co.'s management and governance as "satisfactory". In S&P's opinion, the company's management has consistently implemented risk-management strategies and has effectively steered clear of unregulated activities. The company has shown diligence in planning significant capital spending and has managed regulatory relationships well in a state that has historically been challenging. S&P considers the consolidated financial risk profile to now be "significant", based on consolidated credit measures, including high debt leverage balanced with stable cash flow, and decreasing variable-rate debt exposure. S&P views the company's consolidated liquidity as "strong" under its corporate liquidity methodology. The stable outlook reflects S&P's expectation that credit measures will likely rebound in 2013 and beyond due to a recently settled rate case, which appears to be credit supportive based on the terms of a tentative settlement that includes a rate increase and lost fixed-cost recovery mechanism. Tucson Electric must continue to closely monitor O&M costs, as it has during its freeze period. S&P expects that the company will attempt to maintain a balanced capital structure and will continue to capably manage its regulatory relationships in Arizona. S&P could consider raising the rating if the company significantly decreases consolidated debt leverage, leading to considerably improved credit measures, including debt to capital of less than 61% and FFO to debt sustained near 25%. S&P believes that such improved measures result from the aforementioned rate case being finalized along the parameters currently expected and that the company will either purchase, continue to lease, or properly replace power obtained from Springerville Generating Station upon the coming lease renewal date. Though presently unlikely, S&P might lower the rating if Tucson Electric does not maintain adequate liquidity, cash flow coverage weakens to less than 15% FFO to debt, or if the company funds capital spending in a manner that increases leverage. TURNKEY METAL: Case Summary & 14 Unsecured Creditors ---------------------------------------------------- Debtor: Turnkey Metal, LLC 4220 Spanish Broom Avenue, NW Albuquerque, NM 87120 Bankruptcy Case No.: 13-12720 Chapter 11 Petition Date: August 16, 2013 Court: U.S. Bankruptcy Court District of New Mexico (Albuquerque) Debtor's Counsel: Don F. Harris, Esq. ALBUQUERQUE BUSINESS LAW, P.C. 1803 Rio Grande Boulevard NW, Suite B Albuquerque, NM 87110 Tel: (505) 246-2878 Fax: (505) 246-0900 E-mail: don@abqbizlaw.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 14 unsecured creditors is available for free at http://bankrupt.com/misc/nmb13-12720.pdf The petition was signed by Ralph Wardroup, sole member manager. UNITED GILSONITE: Panel Wants Montgomery to Pursue Suit v. D&Os --------------------------------------------------------------- The Official Committee of Unsecured Creditors of United Gilsonite Laboratories asks the U.S. Bankruptcy Court to expand the scope of retention of Montgomery McCracken Walker & Rhoads, LLP to include prosecution of any litigation commenced by the Committee on behalf of the Debtor's estate against, among others, the directors and shareholders of the Debtor. The expanded scope of services includes, among other things, researching, revising and filing any complaint, conducting necessary written and oral discovery on the Claims, investigating, settling and/or participating in any trial, hearing and/or appeals on the Claims, as well as any other services necessary to properly prosecute the Claims on behalf of the Debtor's estate. The firm attests that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Hourly Rates ------------ ------------ Partners $360 - $750 Of Counsel $360 - $650 Associates $240 - $450 Paralegals $150 - $300 About United Gilsonite Scranton, Pennsylvania-based United Gilsonite Laboratories is a small family-owned corporation engaged in the manufacturing of wood and masonry finishing products and paint sundries. United Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011, to address asbestos- related claims. UGL is best known for Drylok, a leak-prevention and waterproofing compound, and Zar wood finish. Judge Robert N. Opel, II, oversees the case. Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel. Joseph M. Alu & Associates P.C. serves as accountants. K&L Gates LLP serves as special insurance counsel. Garden City Group is the claims and notice agent. The Company disclosed $21,084,962 in assets and $3,008,688 in liabilities as of the Chapter 11 filing. Roberta A. DeAngelis, United States Trustee for Region 2, appointed five creditors to serve on an Official Committee of Unsecured Creditors. Montgomery, McCracken, Walker & Rhoads, LLP, represents the Committee. The Committee retained Legal Analysis Systems, Inc., as its consultant on the valuation of asbestos liabilities. James L. Patton, Jr., has been appointed as legal representative for future holders of personal injury or wrongful death claims based on alleged exposure to asbestos and asbestos-containing products. He retained Young Conaway Stargatt & Taylor LLP as his attorneys. Charter Oak Financial Consultants LLC serves as financial advisor to the Unsecured Creditors Committee and the Future Claimants Representative. UNIVERSAL HEALTH: Fitch Affirms 'BB' Issuer Default Ratings ----------------------------------------------------------- Fitch Ratings has affirmed the ratings of Universal Health Services, Inc. (UHS), including the Issuer Default Ratings (IDR) at 'BB'. The Rating Outlook has been revised to Positive from Stable. Key Rating Drivers -- The Positive Rating Outlook reflects credit metrics that are strong for the 'BB' rating category, driven by a demonstrated commitment to debt repayment but offset by prolonged weak operating trends in the acute care segment. Recent volume and payor mix figures hint at a possible inflection point, and further evidence of durable improvement could support an upgrade in the near to medium term. -- Credit metrics continue to strengthen since the Psychiatric Solutions, Inc. (PSI) deal in 2010. Debt leverage has moderated to 2.6x at June 30, 2013 compared to 3.6x (pro forma) at Dec. 31, 2010. Fitch expects UHS to operate with debt leverage (total debt/EBITDA) between 2.5 times (x) and 3.0x, using additional free cash flow for debt repayment in the remainder of 2013. -- Acute care pressures have been offset by the more profitable and stable revenue stream of UHS's behavioral health business. Overall cash flows have remained strong and growing as a result. Fitch forecasts free cash flow (FCF) between $400 million and $500 million in both 2013 and 2014. -- UHS and its fellow hospital operators will benefit from higher margins and possibly increased volumes due to the Affordable Care Act (ACA), starting in 2014. Over time, constrained reimbursement growth, especially from government payors, could erode some of the expected margin gain. Rating Sensitivities Maintenance of a 'BB' IDR will require debt leverage generally maintained below 3.75x with strong and steady annual FCF of at least $300 million. Debt leverage of 2.6x at June 30, 2013 and latest 12 months (LTM) FCF in excess of $370 million provides UHS with significant flexibility at its current ratings. UHS also maintains ample cushion under its credit facility leverage covenant, which steps down to 3.75x at Dec. 31, 2013. An upgrade to 'BB+' will require further evidence of durably improving acute care volumes and payor mix in UHS's core markets, accompanied by steady and robust cash flows. Given 2013 year-to- date results and Fitch's expectation for the remainder of the year, an upgrade is likely in the next 2-4 quarters. Fitch believes UHS is currently operating with credit metrics, including debt leverage, indicative of a 'BB+' IDR. A negative rating action is anticipated only in the event of a sizeable leveraging M&A or capital deployment transaction, or other unforeseen significant event, leading to sustained debt leverage at or above 3.75x and/or severely depressed cash generation. Over the ratings horizon, Fitch does not foresee operational pressure sufficient to cause a downgrade to 'BB-'. Credit Metrics Strong for Rating Category Credit metrics continue to improve subsequent to the 2010 acquisition of PSI. Debt leverage has moderated to 2.6x at June 30, 2013, compared to 3.6x on a pro forma basis at Dec. 31, 2010. EBITDA growth and about $400 million of debt repayment has driven this deleveraging. Fitch expects UHS to operate with debt leverage below 3.0x over the ratings horizon. Fitch thinks UHS will continue to deploy capital in-line with a 'BB' category credit profile. Fitch expects the trend of rapid consolidation and integration among healthcare providers to continue with the goal of driving efficiencies and improved bargaining power through increased scale and scope of services. UHS has been less aggressive than its peers in this respect, consummating only one material acquisition since the transformative PSI deal in 2010 (Ascend Healthcare Corp.). Fitch sees limited opportunities for large-scale acquisition activity in UHS's core businesses over the ratings horizon. Possible Inflection Point for Pressured Acute Care Business; Improvement Likely To Be Slow Acute care inpatient hospital volumes and revenue mix have been considerably pressured industry-wide for the past few years. Volume growth is integral to maintaining profitability for hospital operators, given their high fixed cost structures. For UHS, the second quarter of 2013 (2Q'13) may imply an inflection point. Same-hospital (SH) acute care admissions growth of 1.6% represents the highest growth rate and only the second quarter of positive growth in the past 12 quarters. SH adjusted admissions growth was 2% in the quarter. A sustained return to growth may be supported by steadily improving macroeconomic indicators, such as unemployment rate, in a couple of UHS's largest markets. Hospital operations tend to lag the broader macro-economy; so Fitch thinks it is likely that UHS's acute care admissions and payor mix will continue to improve. Still, Fitch expects any improvement in volumes or payor mix to be slow. The overarching trend of weak healthcare utilization and treatment delay will likely persist well into 2014, given still relatively elevated levels of unemployment and the growing prevalence of high-deductible health insurance plans, combined with the challenges of implementation and public education with respect to the ACA's coverage expansion provisions. Furthermore, Fitch anticipates the continued shift of care to less expensive, often outpatient settings and increasing coverage of preventative care to moderate acute care admissions growth over the medium to longer term. Hospital operators that are successful in developing robust outpatient and primary care service offerings stand to benefit from both shifted and new volumes. UHS has generally been less aggressive than most of its peers in this area. Cash Flows, Growth Supported by Behavioral Health Operations BH revenues accounted for about half of UHS's revenues in 2012 compared to ~25% in 2009. Though causing a material increase in debt leverage, the PSI acquisition materially increased UHS's exposure to the more profitable and stable BH industry, helping to moderate the negative impact of UHS's strained acute care business. Overall cash flows have remained strong and growing as a result. Fitch forecasts FCF of approximately $400 million-$500 million in 2013 and 2014. Fitch believes UHS's current mix of acute and behavioral care is beneficial to the company's credit profile and strategic outlook. UHS is the largest privately-owned facilities-based behavioral health operator in the U.S., controlling approximately 15%-20% of the otherwise very fragmented BH industry. ACA Impact is Net Positive, But Magnitude and Sustainably Still Uncertain Fitch expects UHS and its peers to benefit from a somewhat gradual, one-time increase in acute care volumes and margins due to the Affordable Care Act's (ACA) coverage expansion implementation in 2014-2015. The primary effect as it pertains to UHS will be a decrease in uncompensated care beginning in 2014, thereby increasing net revenues on a relatively constant cost structure. Most of this benefit will be realized over the course of 2014-2015; but its magnitude is dependent on several still unresolved factors: namely, enrollment in the healthcare insurance exchanges, states' decisions with regard to Medicaid expansion, and the uptick in healthcare utilization by the newly insured. About half of UHS's acute care beds are in states which will not be expanding their Medicaid programs in 2014, thereby moderating the near-term positive effects of the ACA. In those states, Fitch expects only a moderate uptick in covered lives due to the individual mandate. Fitch forecasts UHS's acute care profit margins to expand by approximately 170 basis points (bps) from 2013 to 2015. This forecast could prove conservative, especially if additional states (e.g. Florida) do choose to expand their Medicaid programs at a later date. Some of this margin gain could begin to erode in later years, however, due to mandated decreases in Medicare reimbursement, the ongoing push to moderate healthcare spending, and a general shift away from volume-based payments to value-based pricing arrangements. Liquidity and Debt Maturities UHS has adequate liquidity, comprising $12.6 million of cash on hand, $769 million available on its $800 million secured revolver ($777 million due August 2016; $23 million due November 2015), and $15 million available on its $275 million accounts receivable facility (due October 2013) as of June 30, 2013. UHS has not historically carried large cash balances but has instead relied on its revolver and securitization facility for short-term financing. Debt maturities are manageable for the next few years and are estimated as follows: $296 million for the remainder of 2013; $74 million in 2014; $106 million in 2015; $2.8 billion in 2016; and $270 million thereafter. Fitch has affirmed UHS's ratings as follows: -- IDR at 'BB'; -- Senior secured bank facility ratings at 'BB+'; -- Senior secured notes ratings at 'BB+'; and -- Senior unsecured notes ratings at 'BB-'. The Rating Outlook has been revised to Positive from Stable. US XPRESS: Moody's Changes Outlook to Negative & Keeps B3 CFR ------------------------------------------------------------- Moody's Investors Service changed the rating outlook of U.S. Xpress Enterprises, Inc. to negative from stable due to the delay in the company's proposed $250 million senior secured notes offering that had been expected to improve the company's liquidity profile, partly by addressing covenant concerns. Concurrently, Moody's affirmed all the company's ratings including the B3 Corporate Family Rating and B2 ratings on its secured bank debt. The Caa1 rating on the proposed $250 million senior secured notes due 2020 was withdrawn. The following ratings were affirmed (with updated LGD assessments): Corporate family rating, B3 Probability of default rating, B3-PD $40 million senior secured revolving credit facility due 2015, to B2 (LGD-3, 33% from 36%) $10.8 million outstanding senior secured term loan due 2014, to B2 (LGD-3, 33% from 36%) $154.1 million outstanding senior secured term loan due 2016, to B2 (LGD-3, 33% from 36%) The following ratings were withdrawn: Proposed senior secured $250 million senior secured notes due 2020, Caa1 (LGD-4, 64%) Ratings Rationale: The change in outlook to negative from stable reflects weak liquidity, in particular Moody's expectation that there could be limited, if any, covenant headroom under the company's bank credit agreement during 2014. The negative outlook also reflects uncertainty regarding the timing and economics of any refinancing of senior credit facility indebtedness maturing in 2014 to 2016. Weaker than expected operating performance in recent periods, particularly during the latter part of 2012, has contributed to lower than anticipated EBITDA levels. These factors were partially offset by the use of proceeds from the sale of the Arnold Transportation business (the company retains a minority interest) to pay down debt at the beginning of the year. Moody's notes that the company amended its bank credit facility on May 31, 2013. At that time, the financial ratio maintenance covenants were amended. Although this should allow the company to remain in compliance through the end of 2013, covenants continue to step-down on a quarterly basis over the next two years making it more challenging to remain in compliance beyond 2013. The affirmation of the B3 CFR continues to reflect the cyclical nature of the truckload industry and weak credit metrics that are largely in line with the rating category. Last twelve months ended June 30, 2013 debt/EBITDA (based on Moody's standard adjustments and pro forma for the sale of the Arnold business) stands above 5.5x with EBIT/interest coverage of under 1.0 times. The B3 CFR is supported by a relatively young fleet allowing the company to defer a portion of capital expenditures to preserve liquidity if needed, good scale, a diverse customer base/end markets and the expectation for further contractual rate increases due to limited capacity in the industry. A moderate improvement in credit metrics is expected to be attained through expense reductions from the implementation of a Six Sigma Lean program as well as the elimination of certain non-recurring costs which impacted 2012 results. Fiscal 2012 results were negatively affected by management time and effort related to the sale of the Arnold Transportation business in early 2013 and a temporary change in the company's operating processes. However, the B3 CFR also incorporates the effects of the uncertain economic environment on volume growth and the potential for elevated driver and regulatory costs to partially offset some of the improvements expected to margin growth going forward. The ratings could be downgraded if the liquidity profile weakens including deteriorating headroom under financial covenants, the company fails to refinance or extend 2014 to 2016 debt maturities or operating performance weakens. Specifically, debt to EBITDA above 6.0x, or a weakening of EBIT to interest could lead to a downgrade. The rating outlook could be changed to stable if the company (i) grows revenues and profitability during the latter half of 2013 into 2014; (ii) adequately re-invests in the business and (iii) improves liquidity by generating positive free cash flow, expands headroom under financial covenants and refinances or extends debt maturities. The ratings could be upgraded if the company also achieves sustained growth in credit metrics such that debt to EBITDA improves to under 5.0x, EBIT to interest is sustained above 1.5x and the company generates positive free cash flow. 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. U.S. Xpress Enterprises, Inc., a Nevada Corporation, headquartered in Chattanooga, Tennessee, provides truckload transportation services in North America, including line-haul, dedicated and inter-modal freight services. Gross revenues for the twelve months ended June 30, 2013 totaled approximately $1.7 billion. VANDERRA RESOURCES: Amended Liquidation Plan Declared Effective --------------------------------------------------------------- Vanderra Resources LLC notified the U.S. Bankruptcy Court for the Northern District of Texas that the Effective Date of the Second Amended Joint Plan of Liquidation proposed by Vanderra Resources, LLC, and the Official Committee of Unsecured Creditors occurred on June 9, 2013. The Debtor and the Committee obtained confirmation of a Second Amended Joint Plan, as modified, on May 13, 2013. The Plan is designed to accomplish the further liquidation of the Debtor's estate and provide a mechanism for the distribution of the proceeds of the liquidation to beneficiaries of the estate. The Plan provides for the creation of The Vanderra Resources, LLC Liquidating Trust to effectuate the administration and orderly liquidation of the estate's remaining assets, including causes of action. The Plan provides for this treatment of claims: Class 1: Secured Claims of PlainsCapital Bank ($5,500,000) will be paid out of available cash on the Effective Date. Class 2: Secured Claims of Stone Arch Capital, either in whole or in part, will be paid out of the portion of the disputed cash that is subject to the full satisfaction of any senior security interests to Stone Arch Capital. Class 3: Secured Tax Claims will be fully satisfied within 30 days after the later of (a) the Plan Effective Date or (b) becoming an Allowed Secured Tax Claim. Each holder of an Allowed Secured Tax Claim will retain all Liens securing the same until paid, and this Plan does not modify or affect the validity, extent or priority of such Liens. Class 4: Other Secured Claims will be fully satisfied within 30 days after the later of (a) the Effective Date or (b) becoming an Allowed Other Secured Claim. Each holder of an Allowed Other Secured Claim will retain all Liens securing the same, until paid, and this Plan does not modify or affect the validity, extent or priority of such Liens. Class 5: Priority Non-Tax Claims will be paid in full from available cash within 30 days after the later of (a) the Effective Date or (b) becoming an Allowed Priority Non-Tax Claim. Class 6: General Unsecured Claims will be paid from available cash Pro Rata by the trustee on any distribution date when such available cash exists. Class 7: Subordinated Claims will be paid from available cash pro rata by the trustee on any distribution date when such available cash exists. Class 8: Interests will be deemed canceled on the Effective Date; provided, however, that holders of Class 8 Interests as of the Effective Date, or their successors or assigns, will be paid from available cash pro rata by the trustee on any distribution date when such available cash exists. Copies of the Disclosure Statements are available for free at: http://bankrupt.com/misc/VANDERRA_RESOURCES_modifiedplan.pdf http://bankrupt.com/misc/VANDERRA_RESOURCES_plan.pdf http://bankrupt.com/misc/VANDERRA_RESOURCES_planb.pdf About Vanderra Resources Vanderra Resources LLC was an innovator and leader in the oil- field services industry, providing one stop solutions for the setup of drilling sites, including the construction of well site locations and roads, compressor pads, pipelines, and frac ponds. Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The Debtor estimated assets and debts of at least $10 million. The Debtor filed for bankruptcy to address its legacy debt issues, to finalize its restructuring into a smaller, more profitable company, and to preserve and enhance its going concern value for the benefit of its vendors, customers, creditors, employees, and all stakeholders. Bankruptcy Judge D. Michael Lynn oversees the Debtor's case. Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C., serve as the Debtor's counsel. The petition was signed by George Langis, president and chief operating officer. The Debtor disclosed $26.3 million in assets and $24 million in liabilities as of the Chapter 11 filing. Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., and Jesse T. Moore, Esq., at Hunton & Williams LLP represent the Committee. VILLAGE AT KNAPP'S: Taps Tishkoff & Associates as Counsel --------------------------------------------------------- The Village At Knapp's Crossing, L.L.C. seeks authority from the U.S. Bankruptcy Court for the Western District of Michigan to employ Tishkoff & Associates PLLC as its counsel effective as of July 30, 2013, and to pay the firm's hourly rates: William G. Tishkoff, Esq. $300 Associate Attorneys $200 Legal Assistants $95 The firm will also be reimbursed for its reasonable and necessary out-of-pocket expenses. William G. Tishkoff, the sole member and manager of TAP, assures the Court that his firm does not hold or represent an interest adverse to the estate in the matters upon which TAP is to be employed as counsel for Debtor. The employment application was filed by Steven D. Benner, managing member on behalf of S.D. Benner, sole member of the Company. About Village At Knapp's The Village At Knapp's Crossing, L.L.C. in Grand Rapids, Michigan, filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on July 25, 2013. Judge Scott W. Dales handles the case. On the Petition Date, the Debtor estimated its assets and debts at $10 million to $50 million. The petition was signed by Steven D. Benner, managing member on behalf of S.D. Benner, sole member. VILLAGE AT KNAPP'S: Schedules Filing Deadline Extended to Aug. 27 ----------------------------------------------------------------- The Village At Knapp's Crossing, L.L.C. sought and obtained an order from the U.S. Bankruptcy Court for the Western District of Michigan extending to August 27, 2013, its deadline to file its Bankruptcy Schedules, Statements and Related Documents. About Village At Knapp's The Village At Knapp's Crossing, L.L.C. in Grand Rapids, Michigan, filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on July 25, 2013. Judge Scott W. Dales handles the case. On the Petition Date, the Debtor estimated its assets and debts at $10 million to $50 million. The petition was signed by Steven D. Benner, managing member on behalf of S.D. Benner, sole member. VILLAGE AT KNAPP'S: Sec. 341(a) Creditors' Meeting on Sept. 4 ------------------------------------------------------------- There's a meeting of creditors of The Village At Knapp's Crossing, L.L.C. on Sept. 4, 2013, at 10:00 a.m., at the Office of U. S. Trustee (The Ledyard Building). 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. About Village At Knapp's The Village At Knapp's Crossing, L.L.C. in Grand Rapids, Michigan, filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on July 25, 2013. Judge Scott W. Dales handles the case. On the Petition Date, the Debtor estimated its assets and debts at $10 million to $50 million. The petition was signed by Steven D. Benner, managing member on behalf of S.D. Benner, sole member. WEST 380: U.S. Trustee Wants Case Converted to Chapter 7 -------------------------------------------------------- William T. Neary, the U.S. Trustee for Region 6, asks the Bankruptcy Court to convert the Chapter 11 case of West 380 Family Care Facility to one under Chapter 7 of the Bankruptcy Code. The U.S. Trustee explains that, among other things: 1. the Debtor has not proposed a plan of reorganization or liquidation, constituting delay; 2. the sale of the hospital and its operations closed in March 2013, upon information and belief, there were no net proceeds left after the sale closed; and 3. rather than file a liquidating plan, the Debtor intends to file a motion to sell the remaining accounts receivable or a motion for approval of an arrangement with a third party to collect accounts receivable and pay the amounts collected directly to the Internal Revenue Service. Meredyth A. Kippes, Esq., represents the U.S. Trustee as counsel. About West 380 Bridgeport, Texas-based West 380 Family Care Facility, doing business as North Texas Community Hospital, opened in August 2008 and operates in a 99,000 square-feet two-story building on 19 acres of land. The hospital has 36 beds and 57 doctors on staff. There are 200 employees constituting 130 full time equivalent employees. West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-46274) on Nov. 8, 2012. Andrew G. Edson, Esq., Duane J. Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger & Price LLP serve as its counsel. The Debtor disclosed $38,220,048 in assets and $82,873,548 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn presides over the case. WILCA CORP.: Case Summary & 22 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Wilca Corp. 624-630 Westfield Avenue Elizabeth, NJ 07201 Bankruptcy Case No.: 13-28133 Chapter 11 Petition Date: August 16, 2013 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Donald H. Steckroth Debtor's Counsel: Antonio R. Espinosa, Esq. ANDRIL & ESPINOSA, LLC 534 Westfield Avenue Elizabeth, NJ 07208 Tel: (908) 558-0100 Fax: (908) 558-1655 E-mail: Andespbk@gmail.com Scheduled Assets: $86,100 Scheduled Liabilities: $1,442,840 A copy of the Company's list of its 22 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb13-28133.pdf The petition was signed by Wilson Londono, president. YPSILANTI SCHOOL: Moody's Affirms 'Ba3' GOULT Rating ---------------------------------------------------- Moody's Investors Service has affirmed the Ba3 general obligation unlimited tax (GOULT) rating of Ypsilanti School District, MI. The district has $76.6 million of GOULT debt outstanding, of which $59.7 million is rated by Moody's. The negative outlook on the district's rating has been removed. Rating Rationale: The district's general obligation bonds are secured by an unlimited tax pledge as authorized by voters. The Ba3 rating is primarily based upon the district's sizeable deficit General Fund balance that had accumulated over many years of structural imbalance tied to declining enrollment and operating revenues. The rating also incorporates a moderately-sized tax base with institutional presence, above average debt burden, exposure to an underfunded cost-sharing pension plan, and the prospect for future financial improvement following consolidation with a neighboring district. Removal of the negative outlook is based on the expectation that, despite the potential of ongoing operational pressures, the district's financial profile will improve significantly following a recent sale of bonds that will retire an outstanding short-term cash flow note obligation and thereby eliminate the district's accumulated deficit fund balance. Strengths - Consolidation may result in operational efficiencies - Proximity to diverse employment opportunities in neighboring Ann Arbor (GOLT rated Aa1) - Institutional presence of Eastern Michigan University (revenue rated A1, stable) Challenges - Sizeable General Fund deficit following years of operational imbalance - Multi-year trend of falling enrollment that factors unfavorably in the collection of revenue per Michigan's education funding formula - No flexibility to raise new revenue - Use of deficit financing to restore the General Fund to a positive position - Multi-year trend of material tax base depreciation - Elevated debt burden and exposure to an underfunded statewide cost-sharing pension plan What Could Change the Rating -- Up? - Demonstrated structural balance following elimination of the accumulated deficit with long-term debt - Sustained reversal of the negative enrollment trend that supports growth in operating revenue What Could Change the Rating -- Down? - Further operational imbalance in the district's General Fund - Acceleration of enrollment declines that places added pressure on financial operations - Growth in the district's debt burden The principal methodology used in this rating was General Obligation Bonds Issued by US Local Governments published in April 2013. ZUERCHER TRUST: Ch.11 Trustee Taps Grobstein as Fin'l Advisor ------------------------------------------------------------- Peter S. Kravitz, Chapter 11 trustee for The Zuercher Trust of 1999, filed a second amended application asking the U.S. Bankruptcy Court for the Northern District of California for permission to employ Grobstein Teeple Financial Advisory Services, LLP, as his financial advisor effective July 3, 2013. Grobstein Teeple will review and analyze the Debtor's financial records. According to the Debtor, Grobstein Teeple was not paid a monetary retainer. The hourly rates of the firm's personnel are: Partners $325 - $400 Senior Consultants $150 - $200 Consultant $125 Paraprofessionals $95 To the best of the trustee's knowledge, GTFAS neither holds nor represents a claim against the Debtor or the estate. As reported in the Troubled Company Reporter on July 24, 2013, GTFAS served as the trustee's financial advisors, nunc pro tunc to March 5, 2013. GTFAS will perform these specified acts: a. Obtain and evaluate financial records; b. Evaluate assets and liabilities of Debtor; c. Reconstruct accounting and financial records related to the Debtor; d. Assist with compiling information for United States Trustee and Court compliance; e. Provide litigation consulting if required; and f. Provide accounting and consulting services requested by the Trustee and his counsel. The firm is led by Howard Grobstein CPA, CFE, and Joshua Teeple as partners. They may be reached at: Howard Grobstein CPA GROBSTEIN TEEPLE FINANCIAL ADVISORY SERVICES, LLP 3403 Tenth Street, Suite 711 Riverside, CA 92501 E-mail: info@gtfas.com hgrobstein@gtfas.com - and - Joshua Teeple GROBSTEIN TEEPLE FINANCIAL ADVISORY SERVICES, LLP 4790 Irvine Boulevard, Suite 105-420 Irvine, CA 92620 E-mail: jteeple@gtfas.com About The Zuercher Trust of 1999 San Mateo, California-based The Zuercher Trust of 1999 filed for Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on Sept. 26, 2012. Bankruptcy Judge Hannah L. Blumenstiel presides over the case. Derrick F. Coleman, Esq., at Coleman Frost LLP, serves as the Debtor's counsel. The Debtor, a business trust, estimated assets and debts of $10 million to $50 million. The Debtor owns property in 621 S. Union Avenue, in Los Angeles. The property is currently in REAP for alleged city health code violations. In its schedules, the Debtor disclosed $28,450,000 in total assets and $12,084,015 in total liabilities. The petition was signed by Monica H. Hujazi, trustee. As reported in the TCR on March 22, 2013, August B. Landis, Acting U.S. Trustee for Region 17, obtained authorization from the U.S. Bankruptcy Court to appoint Peter S. Kravitz as Chapter 11 Trustee for The Zuercher Trust of 1999. Steven T. Gubner, Esq., and Richard D. Burstein, Esq., at Ezra Brutzkus Gubner LLP, represent Peter S. Kravitz, Chapter 11 Trustee for The Zuercher Trust of 1999, as bankruptcy counsel. * Judge Endorses Use of Fraud Law against Bank of America --------------------------------------------------------- Nate Raymond, writing for Reuters, reported that a federal judge has endorsed a broad interpretation of a savings-and-loan era law that the Justice Department is trying to use in cases against Wall Street banks. According to the report, U.S. District Judge Jed Rakoff in Manhattan said Monday that a "straightforward application of the plain words" of the Financial Institutional Reform, Recovery and Enforcement Act allowed the interpretation sought by the government. The law has a low burden of proof, strong subpoena power and a 10- year statute of limitations, twice as long as the typical limit for fraud cases, the report pointed out. Rarely asserted until recently, it has become the basis of three lawsuits by lawyers under Manhattan U.S. Attorney Preet Bharara against banks including Bank of America Corp, Wells Fargo & Co and Bank of New York Mellon Corp. The latest decision came in a case the Justice Department brought last October against Bank of America over toxic mortgages that its Countrywide Financial mortgage unit sold to Fannie Mae and Freddie Mac in the financial crisis, the report said. The government's case, which is set for trial on September 23, focuses on a program instituted in 2007 by Countrywide called "High Speed Swim Lane" and also known as "HSSL" or "Hustle." * Falcone Admits Wrongdoing, Agrees to Five-Year Ban ---------------------------------------------------- Juliet Chung, writing for The Wall Street Journal, reported that hedge-fund manager Philip Falcone admitted wrongdoing as part of a civil settlement with securities regulators, a landmark in the government's new drive to push defendants to acknowledge their bad behavior. According to the report, as part of the settlement, disclosed Monday, Mr. Falcone and his hedge-fund firm, Harbinger Capital Partners, will pay more than $18 million and Mr. Falcone will be banned from the securities industry for at least five years. Securities and Exchange Commission Chairman Mary Jo White said after taking office earlier this year that she wanted more defendants to have to admit wrongdoing, the report recalled. Monday's civil settlement marks the first time an individual or firm has made such an admission in a deal with the SEC, except in cases where they had previously pleaded guilty in a criminal proceeding or been criminally convicted. The settlement was the resolution of two civil lawsuits filed by the SEC against Mr. Falcone and Harbinger last year, the report said. The suits alleged, in part, that they had duped investors about a $113 million personal loan Mr. Falcone took out from a Harbinger fund to pay his own taxes, even as other investors in the fund were prevented from pulling their money. They also accused Mr. Falcone of manipulating the bond prices of MAAX Holdings, Inc., now called MAAX Corp., a maker of bathroom fixtures. "This is a first for the SEC, and everyone tends to remember their first time," said Joseph Grundfest, a law and business professor at Stanford University and a former SEC commissioner, of the wrongdoing language, the report cited. * Fitch Says U.S. P/C Industry Loss Reserves Remain Adequate ------------------------------------------------------------ In a new report published Aug. 19, 2013, Fitch Ratings concludes based on its analysis of loss reserves that the U.S. property/casualty industry loss reserve position at year-end 2012 remains within a range of adequacy and is relatively unchanged from the prior year. Low interest rates and low general inflation have promoted claims cost stability for the property/casualty insurance industry. A return to sharply higher inflation appears unlikely in the near term, reducing the risk of adverse reserve movement for insurers. Key claims cost drivers including medical and tort-related costs have been more stable recently as well but remain a potential source of future volatility. Individual segments that were more heavily impacted by past competitive market conditions and the effects from the economic recession on claims trends continue to show reserve inadequacy. Workers' compensation, product liability, and commercial auto liability segments are among the weaker segments. Conversely, segments with a recent history of reserve strength continue to demonstrate estimated redundancies. Medical professional liability, personal auto liability, and other liability - occurrence lines have the highest estimated redundancy as a percentage of carried reserves. For the last seven consecutive calendar years, property/casualty industry prior period loss reserves have developed favorably, positively affecting statutory profitability. The magnitude of favorable development declined moderately in 2012 and is anticipated to slow further in 2013 and going forward. The full report 'Property/Casualty Industry Loss Reserve Adequacy' dated Aug. 20, 2013, is available at 'www.fitchratings.com' under 'Insurance' and 'Special Reports'. * Obama Urges Renewed Push for Wall Street Overhaul --------------------------------------------------- Jimm Kuhnhenn, writing for The Associated Press, reported that passage of a sweeping overhaul of Wall Street regulations in 2010 was a hallmark of President Barack Obama's first term. Three years later, amid delays and compromises that critics say have diluted its ambitious goals, the president is trying to rekindle the law's promise. According to the report, Obama prodded the nation's top financial regulators on Monday to act swiftly and finish writing rules designed to prevent a recurrence of the 2008 financial crisis that helped precipitate a damaging recession from which the country is still recovering. Obama met privately with Federal Reserve Chairman Ben Bernanke and seven other independent agency heads to emphasize his desire for comprehensive new rules as the five-year anniversary of the nation's financial near-meltdown approaches, the report related. The law was considered a milestone in Obama's presidency, a robust response to the crisis, which led to a massive government bailout to stabilize the financial markets, the report said. But its implementation is behind schedule with scores of regulations yet to be written, let alone enforced. Obama hoped to convey "the sense of urgency that he feels," spokesman Josh Earnest said before the president convened the meeting, the report further related. * Banks Are Falling Short in Planning for the Worst, Fed Says ------------------------------------------------------------- Peter Eavis, writing for The New York Times' DealBook, reported that most large banks appear to have been sailing through the annual "health checkups" they have had to undergo since the financial crisis. But on Monday, the Federal Reserve described some significant shortcomings in the banks' responses to the so- called stress tests. According to the report, despite the severity of the recent housing crisis, the Fed said some banks were not taking into account the possibility of falling house prices when valuing certain mortgage-related assets for the tests. In other cases, banks assumed they would be strong enough to take business away from competitors in times of stress, the report said. The Fed's findings are part of its efforts to improve the stress tests, which aim to ensure that banks have the financial strength to withstand shocks in the economy and markets, according to the report. The tests, the report said, have created tension between the Fed and the banks. One reason is that the tests can determine how much a bank is allowed to pay out in dividends or spend on stock buybacks. * Neuberger Sees Moderate Economic Growth in Emerging Markets ------------------------------------------------------------- Emerging markets debt (EMD) portfolio managers and strategists at Neuberger Berman, one of the world's leading employee-controlled money managers, say that contrary to some recent market views, they believe growth in emerging markets economies is likely to improve and the financing needs of sovereign and corporate issuers are relatively moderate, potentially limiting supply, supporting credit fundamentals and spreads, and providing a constructive environment for bonds. The EMD team's outlook for their sector in 2013 and beyond is available at: https://www.nb.com/campaigns/emd/home_us.html. While the team's outlook is cautious for the second half of 2013, Neuberger Berman's EMD managers and strategists anticipate that overall emerging market (EM) economies could achieve growth of over 5% this year -- after first-half growth of 4.8% and 2012 growth of 5.2%. In 2014, the team believes that EM economic growth could exceed 6%. "We believe that investors have made too much of slowing growth in emerging markets," said Rob Drijkoningen, co-head of the Neuberger Berman EMD team. Gorky Urquieta, co-head, adds "We expect some economic resurgence, supported by global recovery, particularly in the developed markets, which should partially offset China's slowdown, even as EM policymakers gradually scale back monetary support." Overall, EMD's recent underperformance relative to U.S. spread products and European peripheral sovereigns has improved the relative value of emerging markets debt, according to the Neuberger Berman team, which believes sovereign credit spreads are attractive compared with historical levels and current expected default rates. Corporate debt should largely mirror sovereign performance, but carry some risk due to recent outperformance over sovereigns. Within the EM corporate sector, high yield issues offer an additional spread cushion in the event of a U.S. Treasury sell- off, according to the Neuberger Berman team. Local currency debt is the EMD team's preferred market segment through year-end 2013. Real rates have become more positive as inflation and inflation expectations remain contained, and EM central banks are mostly neutral to accommodative, which should limit risk from U.S. interest rates. While below-potential growth is likely to be beneficial for EM local bonds, monetary shifts between EM and the U.S. and commodity weakness may hamper the currencies in which such debt has been issued. "We believe the structural case for EMD remains strong, as investors increasingly recognize the economic significance, improved credit quality, and depth of EM economies and markets," said Mr. Urquieta. "EMD should continue to benefit from the long- term trend of inflows, as fixed income investors add exposure to emerging markets, which are structurally underrepresented in their portfolios," said Mr. Drijkoningen. Earlier this year, 22 EMD investment professionals joined Neuberger Berman to provide investment capabilities spanning hard and local currency mandates, as well as EMD corporate bond and dedicated Asian debt strategies. The investment staff, which includes 12 portfolio managers, six credit analysts and four economists and strategists, operates from offices in the US, Europe and Asia, providing dedicated regional expertise and around-the-clock market coverage. While at a previous investment management firm, team members managed over US$16 billion in EMD assets. About Neuberger Berman Neuberger Berman -- http://www.nb.com-- is a private, independent, employee-controlled investment manager. It partners with institutions, advisors and individuals throughout the world to customize solutions that address their needs for income, growth and capital preservation. With more than 400 professionals focused exclusively on asset management, it offers an investment culture of independent thinking. Founded in 1939, the company provides solutions across equities, fixed income, hedge funds and private equity, and had $214 billion in assets under management as of June 30, 2013. * The Deal Unveils Results of Q2 2013 Bankruptcy League Tables -------------------------------------------------------------- The Deal, TheStreet's institutional business, on Aug. 19 announced the results of their quarterly rankings of the top firms and professionals involved in active bankruptcy cases for the second quarter of 2013. Overall, there were 973 filings in Q2 versus 1,030 in Q1. League Table highlights: -- The top two law firms by volume remained the same as Q1 with Skadden, Arps, Slate, Meagher & Flom LLP with cases totaling $1,055.1 billion in assets and White & Case LLP with $1,040.9 billion in assets. Rounding out the top five were Weil, Gotshal & Manges LLP with $1,031.4 in assets, Saul Ewing LLP with $1,028.3 billion in assets and Duane Morris LLP with $1,023.0 billion in assets. -- The top five investment banks by volume were Houlihan Lokey Inc. with $48.2 billion in assets, Moelis & Co. LLC with $40.7 billion in assets, Blackstone Group LP with $36.6 billion in assets, Jefferies LLC with $34.2 billion in assets and Perella Weinberg Partners LP with $33.0 billion in assets. -- FTI Consulting Inc. took over the top slot in crisis management firms by volume by adding $624.8 billion despite losing two cases, giving them $916.1 billion in assets. -- Amongst lawyers, Michael Schein (Vedder Price PC), Thomas Lauria (White & Case LLP) and Douglas B. Rosner (Goulston & Storrs PC) maintained their top three positions from Q1, with Richard Hahn (Debevoise & Plimpton LLP), Douglas Lipke (Vedder Price PC), Andrew D. Gottfried (Morgan, Lewis & Bockius LLP), Scott Davidson (King & Spalding LLP), Daniel H. Golden (Akin Gump Strauss Hauer & Feld LLP), Peter Gilhuly (Latham & Watkins LLP) and Neil E. Herman (Morgan, Lewis & Bockius LLP) rounding out the top 10. -- One particularly active area was the marine transportation sector, which has provided a bounty for restructuring advisers so far in 2013. Filings included STX Pan Ocean Co. Ltd. ($6.7 billion), Excel Maritime Carriers Ltd. ($2.7 billion), TMT USA Shipmanagement LLC ($1.5 billion) and PT Berlian Laju Tanker Tbk ($500 million). (Excel's figures are not part of this quarter's data, as it filed for Chapter 11 on July 1.) "Obviously, shippers have had a tough time recently. Many of the advisers working with these troubled companies now will be undoubtedly showing up in our bankruptcy listings for later quarters," said Jeffrey Kanige, Editor in Chief of The Deal. The full suite of rankings is available now on The Deal Pipeline, the transaction information service powered by The Deal's newsroom. About The Deal's Bankruptcy League Tables The Deal's Bankruptcy League Tables are the industry's only league tables focused solely on active U.S. bankruptcy cases. The rankings involve cases of debtors with assets of $10 million or more with the rankings based on the aggregation of those asset values. Firms and professionals only get one credit for each active case, not each active assignment. There are eight categories: law firms and lawyers, investment banks and bankers, crisis management firms and professionals, and non-investment banks and professionals. About The Deal The Deal -- http://www.thedeal.com-- is a business unit of TheStreet. It has been serving corporate dealmakers, advisers and institutional investors the most sophisticated analysis of the deal economy since 1999. Its transaction information service, The Deal Pipeline, is powered by a newsroom of senior journalists who offer proprietary research and reporting across M&A, bankruptcies, auctions and financings. It includes a breaking news service, First Take; daily and weekly sector newsletters; The Daily Deal, a 2x daily report of the day's top stories; a research center with over a decade's worth of intelligence and a database of over 100,000 deals; and an iPad app. Its marketing & media services group produces the industry's leading forecasting event, The Deal Economy, held annually at the NYSE in addition to industry webcasts and integrated marketing programs. * RealtyTrac Index Shows Metro Area Markets Lead Housing Recovery ----------------------------------------------------------------- RealtyTrac(R) on Aug. 19 released its first-ever Housing Market Recovery Index (Housing MRI), which shows metro area markets in upstate New York, southwest Florida and the Bay Area of Northern California are leading the housing recovery while markets in northern Maryland, southeast Pennsylvania and downstate Illinois are lagging the furthest behind in the recovery. "The U.S. housing market has clearly shifted to recovery mode over the past 18 months, with home prices consistently rising and foreclosures falling closer to pre-housing bubble levels," said Daren Blomquist, vice president at RealtyTrac. "Still symptoms of the distress that plagued the housing market over the past seven years continue to linger, particularly in the form of a high percentage of underwater borrowers and distressed sales. This lingering distress is creating an uneven pace of recovery across different local markets." The index was calculated based on seven different factors relating to the health of the real estate market: unemployment rate, underwater loans percentage, foreclosure activity percent change from peak, distressed sales percent of total sales, institutional investors share of total sales, cash purchases share of total sales, and median home price percent change from bottom. Those seven factors were indexed for each market with national averages as a baseline, and all seven indexes were averaged to calculate a total recovery index. RealtyTrac ranked 100 major U.S. metros based on this total recovery index, but data is available for more than 900 metro areas nationwide. "Median home prices have bottomed and are now rising in all 100 ranked markets," Mr. Blomquist noted. "Likewise, foreclosure activity is past its peak in all 100 ranked markets -- although foreclosure numbers have been rebounding recently in some areas where a more lengthy judicial process created a backlog of pent-up foreclosure activity." Top 20 markets leading the real estate recovery Rochester, N.Y., topped the list of markets with the strongest signs of recovery thanks to below-average unemployment, underwater and distressed sales percentages, combined with above-average drops in foreclosure activity and increases in home prices. Similarly strong numbers in another upstate New York metro, Albany, helped that market post the third highest recovery index, slightly behind the southwest Florida market of Cape Coral-Fort Myers, one of the hardest-hit markets in the last seven years. Recovery in the Cape-Coral-Fort Myers market is being driven by strong home price increases, which are being fueled by a high percentage of cash and institutional investor purchases, along with sharp decreases in foreclosure activity. The Cape Coral-Fort Myers ranked second on the list despite an above-average percentage of underwater homeowners and distressed sales. Two markets in the Bay Area of Northern California ranked among the top 5 markets leading the recovery: San Jose at No. 4 and San Francisco at No. 5. Both these markets outperformed the nation for unemployment rate, underwater percentage, foreclosure activity decrease since peak, and median price increase from the bottom of the market. Institutional investor and cash purchases - - both considered a positive indicator for the recovery index -- were below the national average in both Bay Area metros, and this is likely because the relatively high median prices in these markets create a barrier for institutional investors and other cash buyers -- not to mention buyers using financing to purchase. Along with New York and California, other states with two metros ranking among the top 20 markets leading the recovery were Colorado, Oklahoma, South Carolina and Wisconsin. Other states with metros in the top 20 were Alabama, Georgia, Michigan, Nevada, Pennsylvania, Arizona and Illinois. Bottom 20 markets lagging the real estate recovery The market recovery index in Baltimore was lowest among the 100 major metro areas ranked in the report thanks to underperforming numbers for all factors except for underwater percentage and cash purchase percentage. Although home prices have risen 9 percent from the bottom in Baltimore, that is short of the 19 percent increase nationally. Similarly, foreclosure activity was down 26 percent from its peak in Baltimore, but that decrease is well below the 65 percent decrease nationally. The Maryland metro of Hagerstown- Martinsburg also posted one of the five lowest recovery index scores. Two metros in southeastern Pennsylvania posted total index scores that were in the five lowest among the 100 major metro areas ranked in the report: Allentown and Philadelphia. Although both had below-average percentages of underwater homeowners and distressed sales, both also underperformed in the areas of home price increases, foreclosure decreases, institutional investor and cash purchases, and unemployment rate. An 11 percent unemployment rate helped place Rockford, Ill., among the five lowest recovery index scores. The downstate Illinois metro area also underperformed in the areas of underwater homeowners, decrease in foreclosure activity, percentage of distressed sales and cash sales, and rebounding home prices. Three California metros posted recovery index scores among the 20 lowest despite above-average increases in home prices: Fresno, Visalia-Porterville, and Stockton. Unemployment rates above 12 percent, along with above-average percentages of underwater homeowners and distressed sales, lowered the index scores in these Central Valley California cities. Four Florida cities posted recovery index scores among the 20 lowest: Pensacola-Ferry Bass-Brent, Tallahassee, Ocala, and Port St. Lucie. All four cities had above-average percentages of underwater homeowners along with below-average participation by institutional investors. About RealtyTrac Inc. RealtyTrac -- http://www.realtytrac.com-- is a source of comprehensive housing data, with more than 1.5 million active default, foreclosure auction and bank-owned properties, and more than 1 million active for-sale listings on its website, which also provides essential housing information for more than 100 million homes nationwide. This information includes property characteristics, tax assessor records, bankruptcy status and sales history, along with 20 categories of key housing-related facts provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R). RealtyTrac's foreclosure reports and other housing data are relied on by the Federal Reserve, U.S. Treasury Department, HUD, numerous state housing and banking departments, investment funds as well as millions of real estate professionals and consumers, to help evaluate housing trends and make informed decisions about real estate. * UpShot's Electronic Claims Filing Portal Gets Court Approval -------------------------------------------------------------- Marking another industry milestone, UpShot Services is the first claims agent in the country to be approved by U.S. Bankruptcy Courts to accept claims electronically in active Chapter 11 cases. In its recent Chapter 11 filing, Mercantile Bancorp, Inc., an Illinois bank holding company, retained UpShot Services as its claims and noticing agent, becoming the first corporate restructuring case in the District of Delaware to issue specific electronic claim filing instructions for creditors. Earlier this year, UpShot SmartSign was approved in the Middle District of North Carolina in the Chapter 11 filing of poultry- producer Omtron USA, LLC. Within this case, more than 35 percent of the total value of claims was submitted electronically via UpShot SmartSign. Highlighting the rapid adoption of UpShot's offering, there were more claims submitted electronically via UpShot SmartSign than were filed with the Court. "UpShot SmartSign grew from our vision of bringing a new model of efficiency to the Chapter 11 process using advanced technology," comments Travis Vandell, UpShot's chief executive officer and founder. "It creates significant cost-savings to the debtor and greater expediency for everyone involved. Whether there are five or five hundred thousand claims filed with UpShot SmartSign, the debtor's claims register can be complete in hours, not days." "The investment of time and money that UpShot has made in its technology will most certainly payoff," commented John Strock, attorney at law of Fox Rothschild LLP, which serves as debtor's counsel in the Omtron Chapter 11 filing. "The company's drive to be on the cutting edge offers unprecedented value to bankruptcy estates." UpShot SmartSign allows creditors to fill out, sign and submit any document in a restructuring case electronically, including proofs of claim, ballots, W-9 forms, proofs of interest, releases and any other document that requires a physical signature. It reduces claims processing time and costs by up to 95 percent over traditional methods by eliminating all data entry by the claims agent. All documents signed and submitted via UpShot SmartSign are compliant with state and federal regulations regarding electronic signatures, so UpShot SmartSign documents have the same legal standing as an original signature. "The corporate restructuring industry is undergoing a transformation towards electronic offerings and greater technology adoption," adds Robert Klamser, UpShot's president and co-founder. "Our mission at UpShot is to help lead that change to help debtors, professionals and creditors move through Chapter 11 restructuring more expeditiously and efficiently." About UpShot Services LLC Headquartered in Denver, Colo., UpShot Services LLC is a claims & noticing firm founded by industry veterans who have pioneered a new standard of efficiency to serve the administrative needs of companies in corporate bankruptcy. UpShot helps debtors and their professionals navigate the intricacies of claims and noticing without the burden of high administrative costs. Its easy-to-use, scalable technology and industry expertise enable corporate debtors and their professionals to do more with less, with 24/7 support from experienced experts at every stage of corporate restructuring. * Thompson Hine Expands New York Office, Hires Lateral Partners --------------------------------------------------------------- Thompson Hine LLP on Aug. 19 disclosed that Michael W. Jahnke has joined its New York office as a partner in the Business Litigation practice, which the firm has identified as a growth area for the office. Mr. Jahnke is the second partner to join the Business Litigation practice in New York this month; the firm recently hired partner Maranda Fritz, who focuses on white-collar criminal matters. Mr. Jahnke regularly counsels clients on antitrust issues with proposed merger and acquisition transactions and joint ventures. He has significant experience representing clients before the Federal Trade Commission and Department of Justice to resolve or limit issues that might arise during the government merger review process, advises clients on pending or expected regulatory scrutiny by the Consumer Financial Protection Bureau, and guides clients' compliance in response to governmental requests. "Michael's considerable skills complement our existing corporate and litigation practices," said Katherine D. Brandt, partner-in- charge of the firm's New York office. "We were looking for someone who had a successful track record in government investigations and HSR advisory and litigation work, and Michael is a perfect fit. We are impressed with his background in national and international markets -- his experience will greatly benefit our clients." Mr. Jahnke has represented six of the top 10 U.S. bank holding companies, including JPMorgan Chase and several other financial institutions in a joint venture to participate in FX aggregation service; Teekay Corporation and Marubeni Corporation in their $1.4 billion acquisition from Maersk, and General Bearing Corporation in its $125 million acquisition by SKF AB. Mr. Jahnke has worked extensively on antitrust issues in connection with U.S. and international merger and acquisition transactions and joint ventures involving companies in the financial services, derivatives, energy, foods, tobacco, information services, telecommunications, paper/packaging and automotive industries, among others. His experience covers the full spectrum of antitrust work, including deals (analysis of potential issues, input on draft agreements and diligence, HSR filings, dealing with regulators' requests), advice on other types of business activities (joint ventures, IP licensing, compliance queries and training, exclusive dealing), antitrust litigation and criminal/cartel investigations. "I was attracted to the balance of Thompson Hine's robust corporate and litigation practices -- both of which are essential for a successful antitrust practice," said Mr. Jahnke. "The firm's strong relationships with international firms in key markets is also a plus, as is the firm's focus on client service. In addition, I was impressed by the firm's commitment to diversity, and I am looking forward to participating in the LGBT groups within the firm." Since 2009, Mr. Jahnke has been ranked by Chambers & Partners as a leading antitrust lawyer in New York. Mr. Jahnke is the latest to join the expanding New York office, which recently hired several top-tier lateral partners. In addition to Fritz, the office recently welcomed Jonathan Ross, Karen M. Kozlowski, William H. Schrag and Peter J. Gennuso, who joined the Commercial & Public Finance, Real Estate, Business Restructuring, Creditors' Rights & Bankruptcy and Corporate Transactions & Securities practices, respectively. The firm's litigation practice has also recently grown, having added high-profile lateral partners Ugo A. Colella in Washington, D.C. and John L. Watkins in Atlanta. About Thompson Hine LLP Established in 1911, Thompson Hine -- http://www.ThompsonHine.com -- is a business law firm with offices in Atlanta, Cincinnati, Cleveland, Columbus, Dayton, New York and Washington, D.C., Thompson Hine serves premier businesses worldwide. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Aug. 22-24, 2013 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ Nov. 1, 2013 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Atlanta Marriott Marquis, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2, 2013 BEARD GROUP, INC. 20th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York, N.Y. Contact: 240-629-3300 or http://bankrupt.com/ Dec. 5-7, 2013 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Terranea Resort, Rancho Palos Verdes, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: July 22, 2013 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, 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 ***