/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130902.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, September 2, 2013, Vol. 17, No. 243 Headlines 56 WALKER: Files Liquidating Chapter 11 Plan ADAMIS PHARMACEUTICALS: Incurs $1-Mil. Net Loss in June 30 Quarter AGFEED INDUSTRIES: Incentive Plan Approved AGFEED INDUSTRIES: U.S. Trustee Appoints 5-Member Creditors' Panel AGFEED INDUSTRIES: U.S. Trustee Names 3 Members to Equity Panel AGFEED INDUSTRIES: U.S. Trustee Objects to Key Employee Bonuses AGFEED INDUSTRIES: G. Leeper Consulting Agreement Approved AGFEED INDUSTRIES: Creditors' Panel Taps CohnReznick as Advisors ALLEN SYSTEMS: Moody's Lowers CFR to 'Caa2'; Outlook Negative AMERICAN AIRLINES: Trial in DOJ Antitrust Suit to Start Nov. 25 AMERICAN CASINO: Moody's Alters Outlook to Stable & Keeps B3 CFR AMERICAN ROADS: Can Employ Greenhill as Financial Advisor AMERICAN ROADS: Has Court Okay to Tap Epiq as Solicitation Agent ANCHOR BANCORP: Pre-Packaged Plan Gets Bankruptcy Court Approval ASSURED PHARMACY: Amends Second Quarter Form 10-Q ATP OIL: Pomerantz Law Firm Files Securities Class Action in Texas BANKERS LIFE: A.M. Best Affirms 'B(Fair)' Finc'l. Strength Rating BASIC ENERGY: S&P Revises Outlook to Stable & Affirms 'B+' CCR BEATS ELECTRONICS: Moody's Rates $225MM Senior Term Loan 'Ba3' BOART LONGYEAR: Moody's Mulls Possible Downgrade of 'Ba3' CFR BON-TON STORES: Incurs $37.3 Million Net Loss in 2nd Quarter CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off CAMBIUM LEARNING: S&P Raises CCR to 'CCC+'; Outlook Negative CASTLE KEY: A.M. Best Affirms 'B-(Fair)' Finc'l. Strength Rating CENTRAL GARDEN: Weak Performance Cues Moody's to Lower CFR to B2 CHINA PEDIATRIC: Incurs $1.2-Mil. Net Loss in Second Quarter COMMUNITY TOWERS I: Takes Another Shot at Confirming Exit Plan CONTINENTAL RESOURCES: S&P Raises Corp. Credit Rating From 'BB+' CROSS BORDER RESOURCES: Reports $240,284 Net Income in 2nd Quarter CUMULUS MEDIA: To Acquire Dial Global for $260 Million CYBER DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors DARLING INTERNATIONAL: S&P Affirms 'BB+' CCR; Outlook Stable DECISION DIAGNOSTICS: Incurs $1.8-Mil. Net Loss in Second Quarter DECISIONPOINT SYSTEMS: Incurs $1.1-Mil. Net Loss in Second Quarter DETROIT, MI: Protective Order Approved DETROIT, MI: Seeks $350 Million DIP Financing DYNACAST INT'L: Moody's Alters Outlook to Stable & Keeps B2 CFR EASTMAN KODAK: Gets Extension to Object to Sec. 503(b)(9) Claims EASTMAN KODAK: Wins Court Approval to Assign ITT Contract EASTON-BELL: S&P Revises Outlook to Negative & Affirms 'B' CCR EDISON MISSION: Bar Date for Homer City Debtors Is Oct. 29 EDISON MISSION: Inks Escrow Agreement with Kern River & US Bank EDISON MISSION: Judge Cox Did Not Rule on Bid to Junk Tyche Appeal EDISON MISSION: Has Court OK to Hire Sitrick as Claims Consultant ELEPHANT TALK: Borrows EUR2 Million From Bernard Moncarey END OF THE ROAD: Case Summary & 5 Unsecured Creditors ENERGYSOLUTIONS INC: Incurs $57.2 Million Net Loss in 2nd Quarter EOS PETRO: Incurs $2.7-Mil. Net Loss in Second Quarter EVERGREEN OIL: Plan Confirmation Hearing Continued to Sept. 12 EXCEL MARITIME: Court Rebuffs Creditors' Bid to File Rival Plan EXCEL MARITIME: Panel Pushes for Termination of Exclusive Periods FORT NORFOLK: Case Summary & 4 Unsecured Creditors FREESEAS INC: Issues 1.3MM Add'l Settlement Shares to Hanover FRESH START: Incurs $155K Net Loss in Second Quarter GENERAL MOTORS: Fitch Affirms 'BB+' Issuer Default Ratings GENESEE & WYOMING: S&P Keeps BB- CCR & Alters Outlook to Positive GIGGLE N HUGS: Incurs $321K Net Loss in Second Quarter GK ACQUISITIONS: Case Summary & 2 Unsecured Creditors GRANDPARENTS.COM INC: Incurs $2.1-Mil. Net Loss in Second Quarter GREAT CHINA INTERNATIONAL: Reports $43,000 Net Income in 2nd Qtr. GREENFIELD REDEVELOPMENT: S&P Downgrades TABs Rating to 'BB' GREENHUNTER RESOURCES: Incurs $537K Net Loss in Second Quarter HAMPTON LAKE: Court Approves Extended Cash Collateral Budget HAYDEL PROPERTIES: Confirms First Amended Plan of Reorganization HOWREY LLP: Firms Unite to Fight Unfinished Business Suits INDUSTRIAL SERVICES: Incurs $1.2-Mil. Net Loss in Second Quarter INSPIREMD INC: Presenting at Rodman Conference on Sept. 10 INTERFAITH MEDICAL: Public Advocate Opposes Hospital Closure Plan INTERFAITH MEDICAL: Seeks Extension of Exclusive Periods INTERFAITH MEDICAL: IM Foundation Wants Exclusivity Terminated JERRY'S NUGGET: U.S. Bank Balks at Plan Witness and Exhibit List JEMD REALTY: Case Summary & 20 Largest Unsecured Creditors LABOR SMART: Incurs $762K Net Loss in Second Quarter LADY BIRD: Case Summary & 4 Unsecured Creditors LADY BUG: Voluntary Chapter 11 Case Summary LBI MEDIA: S&P Lowers Corporate Credit Rating to 'SD' LIGHTSQUARED INC: Shouldn't Run Bankruptcy Auction, Lenders Say LON MORRIS: Sues Former Leader for Mismanagement LONGVIEW POWER: Power Plant Operator Files for Bankruptcy LONGVIEW POWER: Case Summary & 50 Largest Unsecured Creditors MEDIACOM LLC: Fitch Affirms, Withdraws Rating for Business Reasons METRO FUEL: Sept. 12 Hearing on Exclusivity, Case Conversion Bids MERGE HEALTHCARE: Weak Demands Prompts Moody's to Lower CFR to B3 MFM DELAWARE: Sept. 27 Set as Claims Bar Date MFM DELAWARE: Wants Until Dec. 24 to Decide on Unexpired Leases MFM DELAWARE: Wants Until Jan. 23 to File Chapter 11 Plan MICHAEL VICK: To Emerge from Bankruptcy MINERALRITE CORP: Incurs $552K Net Loss in Second Quarter MOBIVITY HOLDINGS: Clarifies it is Not a "Shell Company" MORGAN'S FOODS: Borrows $8.9 Million From Huntington National MPG OFFICE: BPO Extends Tender Offer Until September 9 MUD KING: National Oilwell Wants Chapter 11 Case Dismissed NATIONAL CONTRACTORS: A.M. Best Lowers FSR to 'B(Fair)' NAUGATUCK VALLEY FINANCIAL: Incurs $4.8-Mil. Net Loss in 2nd Qtr. NAVISTAR INTERNATIONAL: Web Cast on Sept. 4 to Discuss Q3 Results NET ELEMENT INTERNATIONAL: Incurs $20.2-Mil. Net Loss in 2nd Qtr. NNN 3500: Case Summary & 30 Largest Unsecured Creditors OVERNEAR INC: Incurs $576K Net Loss in Second Quarter P.F. CHANG'S: S&P Lowers CCR to 'B-' & Loan Ratings to 'B' PANACHE BEVERAGE: Restated Figures Show $809K Loss in 1st Quarter PERSONAL COMMUNICATIONS: Epiq Serves as Claims and Noticing Agent PERSONAL COMMUNICATIONS: Has Until Sept. 14 to File Schedules PFF BANCORP: Chapter 11 Liquidating Plan Declared Effective PICCADILLY RESTAURANTS: Wants DIP Loan Extended Until Nov. 19 PILGRIM'S PRIDE: S&P Raises Corp. Credit Rating to 'BB-' PREMIER PAVING: Confirms Third Amended Reorganization Plan PRM FAMILY: Seeks Continued Use of BofA Cash Collateral PRM FAMILY: Wants Until Dec. 23 to Decide on Unexpired Leases PROBE MANUFACTURING: Incurs $85K Net Loss in Second Quarter RANGE RESOURCES: Rising Productivity Triggers Moody's Ba1 Upgrade RG STEEL: To Sell IP Addresses to Dynamic Network for $426K RML DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors ROTHSTEIN ROSENFELDT: Two Attys. Charged in Link to Ponzi Scheme ROOMSTORE INC: Acme Buys Manufacturing & Distribution Facility SAN BERNARDINO, CA: Bankruptcy OK Gives Troubled Cities Leverage SEARS HOLDINGS: Incurs $194 Million Net Loss in 2nd Quarter SOLEDAD REDEVELOPMENT: S&P Alters Outlook & Keeps BB+ Bonds Rating SPRINGLEAF FINANCE: Fitch Raises Issuer Default Rating to 'B-' SPX CORP: Moody's Cuts CFR to 'Ba2' & 2 Sr. Notes Rating to 'Ba3' STELLAR BIOTECHNOLOGIES: To Present at Rodman Conference STRIKE MINERALS: Delays Filing of Annual Financial Statements SWJ MANAGEMENT: Sept. 4 Hearing on Bid to Transfer Case to NJ TIMIOS NATIONAL: Inks Indemnification Pacts with Select D&Os TARGETED MEDICAL: Selects William Horne as CFO TMC FINANCIAL: Wins Favorable Judgment in Suit Over Note Default TOMSTEN INC: Has Until Nov. 25 to Decide on Unexpired Leases TRI-STATE EROSION: Case Summary & 20 Largest Unsecured Creditors TRANSAKT LTD: Incurs $1.2-Mil. Net Loss in Second Quarter TRINSEO SA: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable TRISTAR WELLNESS: Incurs $1.7-Mil. Net Loss in Second Quarter TUBE CITY: S&P Puts 'BB-' CCR on CreditWatch Developing UNIVAR NV: Bank Debt Trades At 2% Off UPPER NASSAU: Case Summary & 20 Largest Unsecured Creditors WALTER ENERGY: Bank Debt Trades at 4% Off WINDSTREAM CORP: Holding Co Formation No Impact on Fitch Ratings WVSV HOLDINGS: Rival Chapter 11 Plans Revised YUCAIPA TOWING: Case Summary & 20 Largest Unsecured Creditors ZACH ALBRIGHT: Case Summary & Unsecured Creditor XHIBIT CORP: Incurs $4.3-Mil. Net Loss in Second Quarter * Visa, MasterCard Merchants Better with Pact, Expert Says * Bankruptcy Filings Slightly Higher in August, NACM Index Shows * Fewer U.S. Banks Fail as Industry Continues to Heal * Fitch: Global Reinsurance Outlook Still Stable, Pricing to Fall * Moody's Says Outlook on US Personal Lines Insurers Sector Stable * Moody's Says Outlook on US Commercial Line Insurers Stable * BOND PRICING -- For Week From August 26 to 30, 2013 ********* 56 WALKER: Files Liquidating Chapter 11 Plan -------------------------------------------- 56 Walker LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a liquidating Chapter 11 plan, which will be funded by the proceeds of the sale of the Debtor's parcel of improved real property located at 56 Walker Street, in New York. Under the Plan, the Allowed Unsecured Claims (Class 4) will receive a pro rata portion of the remaining proceeds of the Distribution Fund, if any, up to 100% of the Allowed Class 4 Claim, after payment in full of all Class 1, 2 and 3 Allowed Claims and Allowed Administrative and Priority Claims. Allowed Class 4 Claims will be paid on the later to occur of (a) the Allowance or dis-Allowance of all Class 1, 2 and 3 Secured Claims and (b) 10 business days following the Closing Date. Allowed Class 4 Claims are impaired under the Plan and shall be entitled to vote to accept or reject the Plan. The Allowed Secured Claims of the holders of Mechanic's Liens (Class 1) will be paid in full on the Closing Date. The Allowed Secured Claim of MB Financial (Class 2), if any, will be paid in full, to the extent Allowed, less any payments received during the Chapter 11 case from the rents of the Property, either directly or via the State Court appointed Receiver, and shall be paid on the Closing Date. The Allowed Secured Claim of Wextrust (Class 3) will be paid in full, to the extent Allowed, together with any postpetition Date interest at the Federal Judgment Rate, on the Closing Date. The Allowed Interest (Class 5) will receive the remaining proceeds of the Distribution Fund, if any, after the payment of all classified and unclassified Allowed Claims. A full-text copy of the Plan, dated Aug. 22, 2013, is available at http://bankrupt.com/misc/56WALKER_plan0822.pdf Jonathan S. Pasternak, Esq., and Erica Feynman Aisner, Esq., at DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP, in White Plains, New York, represent the Debtor. 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. ADAMIS PHARMACEUTICALS: Incurs $1-Mil. Net Loss in June 30 Quarter ------------------------------------------------------------------ Adamis Pharmaceuticals Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $1.0 million for the three months ended June 30, 2013, compared with a net loss of $2.7 million for the three months ended June 30, 2012. Adamis had no revenues during the three month periods ending June 30, 2013, and 2012, respectively. The Company's balance sheet at June 30, 2013, showed $4.1 million in total assets, $9.1 million in total liabilities, and a stockholders' deficit of $5.0 million. "Our independent registered public accounting firm has included a "going concern" explanatory paragraph in its report on our financial statements for the years ended March 31, 2013, and 2012. indicating that we have incurred recurring losses from operations and have limited working capital to pursue our business alternatives, and that these factors raise substantial doubt about our ability to continue as a going concern. As of June 30, 2013, we had approximately $3.4 million in cash and equivalents, an accumulated deficit of approximately $39.0 million and substantial liabilities and obligations. We have limited cash reserves, liabilities that exceed our assets and significant cash flow deficiencies. Additionally, we will need significant funding in the short term to continue operations and for the future operations and the expenditures that will be required to conduct the clinical and regulatory work to develop our product candidates. "Continued operations are dependent on our ability to complete other equity or debt funding transactions. Such capital formation activities may not be available or may not be available on reasonable terms. If we do not obtain additional equity or debt funding in the near future, our cash resources will rapidly be depleted and we will be required to materially reduce or suspend operations, which would likely have a material adverse effect on our business, stock price and our relationships with third parties with whom we have business relationships, at least until additional funding is obtained. "The above conditions raise substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/bJoTVg San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. AGFEED INDUSTRIES: Incentive Plan Approved ------------------------------------------ BankruptcyData reported that the U.S. Bankruptcy Court approved AgFeed Industries' motion for entry of an order: (i) authorizing the Debtors to honor obligations in connection with certain key executive employment and incentive agreements with Edward Pazdro and Gerard R. Daignault; (ii) approving the Debtors' key executive incentive plan (KEIP) and key manager incentive plan (KMIP) and (iii) authorizing payment of earned bonus program holdbacks to certain key executives. As previously reported, "In addition to their existing and ordinary course responsibilities, the KEIP Participants are also actively engaged in identifying, providing information to, and negotiating with potential purchasers, and in furtherance thereof, the KEIP Participants play a significant role in ongoing negotiations with such interested parties, the analysis of any potential bids, and the due diligence production that will be made in connection therewith....The Debtors believe that the KMIP Participants are critical to realizing maximum value from the Sale or series of sales. Such individuals are responsible during the sale period for maintaining the Debtor's employment base, running certain key aspects of the Debtors' business on a day-to-day basis, assisting Debtor's counsel in the preparation of essential reporting and bankruptcy-related documents, responding to diligence request from potential buyers, and seamlessly transitioning the AgFeed USA assets (and related contracts, agreements and leases) to the ultimate purchaser of such assets. Specifically, upon the successful consummation and closing of the Sale or series of sales of the AgFeed USA assets, the KMIP Participant would be entitled to a one-time payment of $10,000." 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. A five-member official committee of unsecured creditors was appointed in the bankruptcy cases. A five-member official committee of unsecured creditors was appointed in the bankruptcy cases. The Creditors' Committee proposes to hire as counsel Nancy A. Peterman, Esq., Matthew T. Gensburg, Esq., and Paul T. Fox, Esq., at Greenberg Traurig, LLP, in Chicago, Illinois. A three-member official committee of equity security holders was appointed in the bankruptcy cases. AGFEED INDUSTRIES: U.S. Trustee Appoints 5-Member Creditors' Panel ------------------------------------------------------------------ Roberta A. DeAngelis, U.S. Trustee for Region 3, named five members to the committee of unsecured creditors in the Chapter 11 cases of AgFeed USA, LLC, and its debtor affiliates. The Committee members are: 1. Abernathy MacGregor Group Attn: Jerry R. Maloney 277 Park Avenue, 39th Floor New York, New York 10172 Phone: 212-371-5999 Fax: 212-593-1845 2. Milton P. Webster, III, 1919 1919 S. Prairie Ave., #4 Chicago, IL 60616 Phone: 312-846-6840 3. Marcum Bernstein & Pinchuk LLP Attn: Neil Pinchuk 7 Penn Plaza, Ste. 830 New York, NY 10001 Phone: 646-442-4845 Fax: 646-349-5200 4. Protiviti Inc. Attn: Michael Atkinson 1 East Pratt St., Ste. 800 Baltimore, MD 21202 Phone: 410-454-6836 Fax: 410-454-6801 5. Archer Daniels Midland Company Attn: Larry Bostick/Chad Moore 4666 Faries Pkwy. Decatur, IL 62525 Phone: 217-451-3952 Fax: 217-424-6187 David L. Buchbinder, Esq., for T. Patrick Tinker, Assistant U.S. Trustee. 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. A three-member of the official committee of equity security holders was appointed in the bankruptcy cases. AGFEED INDUSTRIES: U.S. Trustee Names 3 Members to Equity Panel --------------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, named three members to the official committee of equity security holders in the Chapter 11 cases of AgFeed Industries, Inc., and its debtor affiliates. The Committee members are: 1. Mario Grech #3402 38 Grenville Street Toronto, ON, M4Y 1A5 Phone: 647-347-5081 2. Andrew Ferencz 15005 SE 80th Street Newcastle, WA 98059 Phone: 425-277-1989. 3. James D. Warner P.O. Box 4425 Lancaster, PA 17604 Phone: 717-735-0173. Benjamin Hackman, Esq., for T. Patrick Tinker, Assistant U.S. Trustee. 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. A five-member official committee of unsecured creditors was appointed in the bankruptcy cases. A three-member official committee of equity security holders was appointed in the bankruptcy cases. AGFEED INDUSTRIES: U.S. Trustee Objects to Key Employee Bonuses --------------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, asks the U.S. Bankruptcy Court for the District of Delaware to deny AgFeed USA, LLC, and its debtor affiliates' motion to pay bonuses to Edward Pazdro and Gerard R. Daignaul because the Debtors have failed to carry their burden under Section 503(c)(1) of the Bankruptcy Code of establishing that the key employee program is primarily incentivizing. Under the facts and circumstances of the case, the proposed bonuses are nothing more than a retention plan to compensate the two senior executives for being present at the close of a sale of the Debtors' assets. The Debtors have not shown that the two bonus programs contain metrics that are difficult to achieve, the U.S. Trustee complains. As to the assets of AgFeed USA, the stalking horse bid was negotiated before the Debtors filed their Chapter 11 petition. The rapid sales process was designed not to induce competitive bidding, but to have the stalking horse bid approved without delay, the U.S. Trustee points out. The U.S. Trustee also objects to the Debtors' request to file their motion to file exhibits to the proposed bonus programs for the two executives under seal. According to the U.S. Trustee, there is nothing confidential in the information to be disclosed that will accompany the proposed bonus programs. The information, the U.S. Trustee says, is not a trade secret, scandalous or defamatory. David L. Buchbinder, Esq., Trial Attorney for the United States Department of Justice Office of the United States Trustee, in Wilmington, Delaware, represents 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. A five-member official committee of unsecured creditors was appointed in the bankruptcy cases. A three-member official committee of equity security holders was appointed in the bankruptcy cases. AGFEED INDUSTRIES: G. Leeper Consulting Agreement Approved ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized AgFeed USA, LLC, et al., to enter into a consulting agreement with Gerald Leeper, dated July 15, 2013. Under the consulting agreement, Mr. Leeper will provide the Debtors with the following services: (a) review documents and consult with the bankruptcy counsel and other professionals concerning the marketing and sale of the Debtors' assets; (b) coordinate with the professionals the development of due diligence materials for the assets; (c) identify and contact potential purchasers of the assets; (d) maintain records of any communications and provide these records to the Debtors; (e) work with the professionals in reviewing and negotiating the terms of any sale of the assets; and (f) provide assistance in seeking Court approval of any sale of the assets. Upon the closing of a sale of the Debtors' assets, Mr. Leeper will be paid a fee of one-tenth of one percent of the gross selling price of the particular asset sold and any pre-approved out-of- pocket expenses. The Court approval came over the objection of Roberta A. DeAngelis, U.S. Trustee for Region 3, who complained that the services to be performed by Mr. Leeper will be duplicative of the services being performed by BDA Advisors, Inc., as investment banker and financial advisor to 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. A five-member official committee of unsecured creditors was appointed in the bankruptcy cases. The Creditors' Committee proposes to hire as counsel Nancy A. Peterman, Esq. -- petermann@gtlaw.com -- Matthew T. Gensburg, Esq. -- gensburgm@gtlaw.com -- and Paul T. Fox, Esq. -- foxp@gtlaw.com -- at Greenberg Traurig, LLP, in Chicago, Illinois; and as financial advisors CohnReznick LLP. A three-member official committee of equity security holders was appointed in the bankruptcy cases. AGFEED INDUSTRIES: Creditors' Panel Taps CohnReznick as Advisors ---------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of AgFeed USA, LLC, et al., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain CohnReznick LLP as its financial advisor, nunc pro tunc to July 25, 2013. The firm will be paid the following hourly rates: Partners/Senior Partner $585-$800 Managers/Senior Managers/Directors $435-$620 Other Professional Staff $275-$410 Paraprofessionals $185 The firm will also be reimbursed for any necessary out-of-pocket expenses. Howard L. Konicov, a partner of CohnReznick LLP, 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 Committee's. A hearing on the retention application will be on Sept. 30, 2013, at 10:00 a.m. Objections are due Sept. 4. 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. A five-member official committee of unsecured creditors was appointed in the bankruptcy cases. A five-member official committee of unsecured creditors was appointed in the bankruptcy cases. The Creditors' Committee proposes to hire as counsel Nancy A. Peterman, Esq., Matthew T. Gensburg, Esq., and Paul T. Fox, Esq., at Greenberg Traurig, LLP, in Chicago, Illinois. A three-member official committee of equity security holders was appointed in the bankruptcy cases. ALLEN SYSTEMS: Moody's Lowers CFR to 'Caa2'; Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Allen Systems Group, Inc.'s corporate family rating to Caa2 from Caa1, its probability of default rating to Caa3-PD from Caa2-PD, and the ratings for its second lien notes to Caa3 from Caa2. Moody's maintained negative outlook for the ratings. The downgrade reflects ASG's weak liquidity, deterioration in operating cash flow and continuing challenges in growing revenues. Ratings Rationale: The Caa2 corporate family rating is characterized by ASG's weak financial profile, including weak liquidity, negative free cash flow and very high financial leverage. The company has experienced significant erosion in revenues as a result of sales execution missteps and mature demand for its legacy Information Technology asset management products. The Caa2 rating incorporates ASG's execution challenges in reversing the declines in revenues given its limited financial flexibility, intense competition in its product segments and its portfolio of mature products. Although management has taken steps to expand its sales channels and strengthened its direct sales organization, attrition rates in its direct sales force continue to be high. Moody's believes that sustainable revenue growth and positive free cash flow are unlikely to occur in the next 12 months and the company's financial profile will remain stressed over this period. The Caa2 rating additionally reflects ASG's modest operating scale. However, the rating is supported by ASG's broad portfolio of mainframe and distributed enterprise management software products, its recurring revenue streams of maintenance and Software-as-a-Service revenues (68% of LTM 2Q 2013 revenues) and their high retention rates, and its installed base of over 8,500 customers. The negative outlook reflects the uncertainty in ASG's revenue and operating cash flow prospects in the near term. Moody's could stabilize ASG's ratings outlook if the company has adequate liquidity to cover its debt service requirements and investments needed to fund business plan over the next 18 to 24 months, and revenue and cash flow from operations show sustainable increases. ASG's ratings could be raised if the company maintains good liquidity and generates positive free cash flow on a sustainable basis. Conversely, further decline in cash flow from operations or deterioration in liquidity could trigger a downgrade. Moody's has taken the following rating actions: Issuer: Allen Systems Group, Inc. Corporate Family Rating -- Downgraded to Caa2, from Caa1 Probability of Default Rating -- Downgraded to Caa3-PD, from Caa2-PD $300 million senior 2nd lien secured notes due 2016 -- Caa3, (LGD4 -- 53%), downgraded from Caa2, (LGD4 -- 55%) Headquartered in Naples, Florida, ASG is a privately-held provider of enterprise IT software solutions. The company reported annual revenues of approximately $284 million in the trailing twelve months ended on June 30, 2013. The principal methodology used in this rating was the Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. AMERICAN AIRLINES: Trial in DOJ Antitrust Suit to Start Nov. 25 --------------------------------------------------------------- Brent Kendall, writing for The Wall Street Journal, reports U.S. District Judge Colleen Kollar-Kotelly on Friday set a Nov. 25 trial date for the Justice Department's antitrust challenge to the proposed $11.25 billion merger of US Airways Group Inc. and American Airlines' parent AMR Corp. The airlines had originally proposed a Nov. 12 trial date. Justice Department lawyers had sought more time to prepare for the trial and requested that trial proceedings begin next March. According to WSJ, Judge Kollar-Kotelly told a packed courtroom that the government's proposed schedule was "too far off." The judge said she would proceed with the trial on an expedited basis. The trial is expected to last about 10 days, the parties said during Friday's court hearing. WSJ reports AMR said it was "pleased to have a trial date that will enable us to resolve this litigation in a reasonable time frame." A Justice Department spokesman said the government "will be ready to present our case on Nov. 25." According to WSJ, the court hearing gave some hints about how the sides are preparing for the trial: -- Richard Parker, of O'Melveny & Myers LLP, which is representing US Airways, said he would be producing testimony from corporate customers who are eager to do business with the combined airline. Mr. Parker said his side would be seeking more material from competing airlines, which he suggested would show that the industry would remain dynamic and competitive after the merger. He also said US Airways and American wanted access to documents on how Justice Department officials evaluated past airline deals that received government antitrust approval. Mr. Parker alleged the department was holding the US Airways-American merger to a higher standard than it did past airline mergers. -- Justice Department lawyer Mark Ryan said the government also wanted to hear from corporate customers. He said the government would seek more information about interactions between the nation's major airlines. That meant seeking more documents from the other major carriers, he said. The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236, U.S. District Court, District of Columbia. 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. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN CASINO: Moody's Alters Outlook to Stable & Keeps B3 CFR ---------------------------------------------------------------- Moody's Investors Service affirmed the ratings of American Casino & Entertainment Properties LLC, including its B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also affirmed the company's B1 rating for its $215 million 1st lien term loan and $15 million 1st lien revolver and Caa2 rating of its $120 million 2nd lien term loan. In addition, Moody's raised ACEP's Speculative Grade Liquidity rating to SGL-2 from SGL-4 and changed the company's rating outlook to stable from developing. Ratings Rationale: The change in outlook to stable from developing and upgrade of the Speculative Grade Liquidity rating to SGL-2 from SGL-4 reflects in large part the successful re-financing of ACEP's capital structure that will materially reduce interest expense and extend its debt maturity profile by up to a minimum of 5 years. The addition of a revolving credit facility also provides the benefits of an external source of liquidity. The affirmation of ACEP's B3 CFR reflects Moody's expectation that credit metrics should gradually improve with an increased focus on debt reduction and relatively stable earnings. Ratings affirmed are: Corporate Family Rating at B3 Probability of Default Rating at B3-PD $15 million guaranteed senior secured 1st lien revolver due 2018 at B1 (LGD 2, 28%) $215 million guaranteed senior secured 1st lien term loan due 2019 at B1 (LGD 2, 28%) $120 million guaranteed senior secured 2nd lien term loan due 2020 at Caa2 (LGD 5, 79%) Ratings raised are; Speculative Grade Liquidity Ratings to SGL-2 from SGL-4 ACEP's B3 Corporate Family Rating reflects the company's small size and high leverage. It also recognizes the company's significant revenue concentration in and around the Las Vegas area gaming markets. Positive rating consideration is given to Moody's expectation that ACEP can generate sufficient earnings to support interest, capital spending, and a certain amount of absolute debt reduction. The stable outlook reflects Moody's view that operating performance should remain relatively stable while credit metrics should gradually improve as management focuses on debt reduction over and above required debt amortization. The stable outlook also incorporates Moody's view that the company will maintain good liquidity. ACEP's ratings could be downgraded if the company were unable to improve leverage and coverage from current levels or if liquidity were to deteriorate for any reason. A higher rating would require that ACEP demonstrate the ability and willingness to achieve and sustain debt/EBITDA below 3.5 times and EBIT/interest of around 1.5 times. A higher rating would also require good liquidity. American Casino & Entertainment Properties, LLC, owns and operates three gaming properties in Las Vegas, NV -- the Stratosphere on the Las Vegas Strip, Arizona Charlie's Decatur and Arizona Charlie's Boulder in the Las Vegas locals market -- and one property in Laughlin, NV (Aquarius). Annual revenue is approximately $340 million. The principal methodology used in this rating was the Global Gaming Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. AMERICAN ROADS: Can Employ Greenhill as Financial Advisor --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized American Roads LLC, et al., to employ Greenhill & Co., LLC, as their financial advisor. The firm will be paid a $150,000 monthly financial advisory fee and a $2.250 million restructuring transaction fee if, during the term of the firm's engagement or within the 12 full months following the termination of the engagement, a restructuring is consummated. The firm will also be reimbursed for any necessary out-of-pocket expenses, provided that the aggregate amount of reimbursements will not exceed $35,000. About American Roads American Roads LLC, aka Alinda Roads LLC, which operates highways including the mile-long Detroit Windsor Tunnel linking the U.S. with Canada, sought bankruptcy court protection (Bankr. S.D.N.Y. Case No. 13-12412) in the Southern District of New York on July 25, 2013, citing $830 million in debt related to swaps and bonds. The case is assigned to Judge Burton R. Lifland. Sean A. O'Neal, Esq., and Louis A. Lipner, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, represent the Debtors. Greenhill & Co., LLC, and Protiviti, Inc., serve as the Debtors' financial advisor. The U.S. Trustee was unable to appoint members to an unsecured creditors' committee. An Hoc Committee of Bondholders, consisting of certain holders of Series G-1 Senior Secured Bonds and Series G-2 Senior Secured Bonds issued by American Roads LLC, is represented by Bojan Guzina, Esq., Andrew F. O'Neill, Esq., Allison Ross Stromberg, Esq., Larry J. Nyhan, Esq., Nicholas K. Lagemann, Esq., and Brian J. Lohan, Esq., at Sidley Austin LLP. AMERICAN ROADS: Has Court Okay to Tap Epiq as Solicitation Agent ---------------------------------------------------------------- American Roads LLC, et al., sought and obtained authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Epiq Bankruptcy Solutions, LLC, as solicitation agent. About American Roads American Roads LLC, aka Alinda Roads LLC, which operates highways including the mile-long Detroit Windsor Tunnel linking the U.S. with Canada, sought bankruptcy court protection (Bankr. S.D.N.Y. Case No. 13-12412) in the Southern District of New York on July 25, 2013, citing $830 million in debt related to swaps and bonds. The case is assigned to Judge Burton R. Lifland. Sean A. O'Neal, Esq., and Louis A. Lipner, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, represent the Debtors. Greenhill & Co., LLC, and Protiviti, Inc., serve as the Debtors' financial advisor. The U.S. Trustee was unable to appoint members to an unsecured creditors' committee. An Hoc Committee of Bondholders, consisting of certain holders of Series G-1 Senior Secured Bonds and Series G-2 Senior Secured Bonds issued by American Roads LLC, is represented by Bojan Guzina, Esq., Andrew F. O'Neill, Esq., Allison Ross Stromberg, Esq., Larry J. Nyhan, Esq., Nicholas K. Lagemann, Esq., and Brian J. Lohan, Esq., at Sidley Austin LLP. ANCHOR BANCORP: Pre-Packaged Plan Gets Bankruptcy Court Approval ---------------------------------------------------------------- Anchor BanCorp Wisconsin Inc. on Aug. 30 disclosed that the Holding Company has received court approval of its recently announced plan of reorganization. U.S. Bankruptcy Court Judge Robert Martin approved the plan at a hearing on Aug. 30. "This was an important step for AnchorBank to move forward with its recapitalization effort," said Chris Bauer, AnchorBank President & CEO. "We still have work to do, but we are pleased to have this milestone behind us." On August 13, Anchor BanCorp announced that the Holding Company had entered into definitive stock purchase agreements with a number of institutional and private investors as part of a $175 million recapitalization of the institution. At the same time, in order to facilitate the recapitalization, the Holding Company disclosed that it has filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Wisconsin to implement a "pre-packaged" plan of reorganization to restructure the Holding Company and recapitalize its wholly-owned subsidiary, AnchorBank, fsb. Consummation of the foregoing reorganization and recapitalization remains subject to certain conditions, including receipt of all required regulatory approvals and closing of the capital raise, plus satisfaction of the conditions contained in the subscription agreements for the new common equity. "It is important for our customers, employees and the community to remember that AnchorBank, which operates separately from the Holding Company, is not a part of the Chapter 11 process. The Chapter 11 filing includes only the Holding Company and does not affect AnchorBank, its people, or its services," said Chris Bauer, AnchorBank President & CEO. "It continues to be business as usual at the Bank, and we are thankful for the opportunity to continue serving our customers." About Anchor Bancorp Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. sought protection under Chapter 11 of the Bankruptcy Code on Aug. 12, 2013 (Case No. 13-14003, Bankr. W.D. Wis.) to implement a "pre- packaged" plan of reorganization in order to facilitate the restructuring of the Company and the recapitalization of AnchorBank, fsb, a wholly-owned subsidiary of the Company. As of March 31, 2013, the Debtor listed total assets of $2,367,583,000 and total liabilities of $2,427,447,000. Chief Judge Robert D. Martin oversees the Chapter 11 case. The Debtor is represented by Kerkman Dunn Sweet DeMarb as lead bankruptcy counsel and Skadden, Arps, Slate, Meagher & Flom LLP, as special counsel. CohnReznick LLP serves as the Debtor's financial advisor. Anchor BanCorp is a registered savings and loan holding company incorporated under the laws of the State of Wisconsin. The Company is engaged in the savings and loan business through its wholly owned banking subsidiary, AnchorBank, fsb. Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank FSB, each consented to the issuance of an Order to Cease and Desist by the Office of Thrift Supervision. The Corporation and the Bank continue to diligently work with their financial and professional advisors in seeking qualified sources of outside capital, and in achieving compliance with the requirements of the Orders. In connection with the Plan, the Company has entered into definitive stock purchase agreements with institutional and other private investors as part of a $175 million recapitalization of the institution. No new investor will own in excess of 9.9 percent of the common equity of the recapitalized Holding Company. The reorganization filing includes only Anchor BanCorp, the holding company for the Bank, allowing the Bank to remain outside of bankruptcy and to continue normal operations. The Bank operates 55 offices throughout Wisconsin. Operations at the Bank will continue as usual throughout the reorganization process. ASSURED PHARMACY: Amends Second Quarter Form 10-Q ------------------------------------------------- Assured Pharmacy, Inc., has amended its quarterly report on Form 10-Q for the quarter ended June 30, 2013, as filed with the U.S. Securities and Exchange Commission on Aug. 14, 2013, to furnish exhibit 101 to the Form 10-Q in accordance with Rule 201(c) and Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). No other changes have been made to the Form 10-Q. A copy of the amended Form 10-Q is available for free at http://is.gd/5Kmgs7 About Assured Pharmacy Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged in the business of establishing and operating pharmacies that specialize in dispensing highly regulated pain medication for chronic pain management. The Company was organized as a Nevada corporation on Oct. 22, 1999, under the name Surforama.com, Inc., and previously operated under the name eRXSYS, Inc. The Company changed its name to Assured Pharmacy, Inc., in October 2005. Assured Pharmacy disclosed a net loss attributable to the Company of $4 million on $14.14 million of sales for the year ended Dec. 31, 2012, as compared with a net loss attributable to the Company of $3.27 million on $16.44 million of sales in 2011. BDO USA, LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2013, showed $1.12 million in total assets, $10.02 million in total liabilities and a $8.90 million stockholders' deficit. Bankruptcy Warning "We are attempting to extend the maturity date of all outstanding debt securities due in the years 2012 and 2013, but can provide no assurance that the holders of such securities will agree to extend the maturity date on these securities on acceptable terms. We are also discussing the possibility of these debt holders converting the securities into equity. If our debt holders choose not to convert certain of these securities into equity, we will need to repay such debt, or reach an agreement with the debt holders to extend the terms thereof. If we are forced to repay the debt, this need for funds would have a material adverse impact on our business operations, financial condition and prospects, would threaten our ability to operate as a going concern and may force us to seek bankruptcy protection," the Company said in the quarterly report for the period ended June 30, 2013. ATP OIL: Pomerantz Law Firm Files Securities Class Action in Texas ------------------------------------------------------------------ Pomerantz Grossman Hufford Dahlstrom & Gross LLP on Aug. 30 disclosed that it has filed a class action lawsuit against ATP Oil and Gas Corporation and certain of its officers. The class action, filed in United States District Court, Southern District of Texas, and docketed under 13-cv-02557, is on behalf of a class consisting of all persons or entities who purchased or otherwise acquired securities of ATP between December 16, 2010 and August 17, 2012 both dates inclusive. This class action seeks to recover damages as a result of alleged violations of the federal securities laws pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. If you are a shareholder who purchased ATP securities during the Class Period,you have until October 4, 2013 to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at http://www.pomerantzlaw.com To discuss this action, contact Robert S. Willoughby at rswilloughby@pomlaw.com or 888-476-6529 (or 888-4-POMLAW), toll free, x237. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and number of shares purchased. ATP is engaged in the acquisition, development, and production of oil and natural gas properties. The Complaint alleges that throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business and operations. Specifically, Defendants made false and misleading statements and/or failed to disclose that: on October 12, 2010, ATP filed a Form S-4 Registration Statement with the SEC, indicating its intent to issue 11.875% Senior Second Lien Exchange Notes. After one amendment on December 14, 2010, the Company filed a Prospectus on December 16, 2010 on Form 424B3, which was declared effective by the SEC on the same day. Pursuant to the Registration Statement and Prospectus, ATP executed the Exchange, which offered $1.5 billion worth of Notes. The Registration Statement contained false and misleading statements and/or omissions of material fact about the company and its operations. On August 17, 2012, ATP disclosed that it was filing for Chapter 11 bankruptcy. The Company reported total debts of $3.49 billion and assets of $3.64 billion. It announced that it was going to continue operating during its financial restructuring using $618 million in debtor-in-possession funding. During the course of the Bankruptcy Action, the truth was revealed that ATP had: (1) severely downplayed the impact that the United States Department of Interior moratoria had on the Company's business and revenues; (2) violated the provisions of certain credit agreements to which the Company was a party; (3) issued a Registration Statement that contained false and misleading statements and/or omissions of material fact; and (4) subsequently made materially false and misleading statements regarding the liquidity and financial condition of the Company. As a result of the false and misleading misstatements and omissions, the price of ATP stock fell from $15.36 at the beginning of the Class Period to $0.30 at the time of the bankruptcy filing. The Pomerantz Firm -- http://www.pomerantzlaw.com-- concentrates its practice in the areas of corporate, securities, and antitrust class litigation. The firm has offices in New York, Chicago, Florida, and San Diego. About ATP Oil Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A 7-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. ATP is seeking court approval to sell substantially all of its Deepwater Assets and Shelf Property Assets. BANKERS LIFE: A.M. Best Affirms 'B(Fair)' Finc'l. Strength Rating ----------------------------------------------------------------- A.M. Best Co. has revised the outlook to stable from negative and affirmed the financial strength rating (FSR) of B+ (Good) and issuer credit ratings (ICR) of "bbb-" of Bankers Insurance Company (Bankers) (St. Petersburg, FL) and its property/casualty subsidiaries, Bankers Specialty Insurance Company (Metairie, LA) and First Community Insurance Company (St. Petersburg, FL). Concurrently, A.M. Best has affirmed the FSR of B (Fair) and the ICR of "bb" of Bankers Life Insurance Company (Bankers Life) (St. Petersburg, FL). The outlook for these ratings is stable. The revised outlook for the ratings of Bankers and its subsidiaries reflects the incremental improvements Bankers has made in its property/casualty operations regarding risk-adjusted capital, internal operations and enterprise risk management. A.M. Best anticipates that these changes will benefit Bankers' core operating results even more going forward. The improvements include extensive exposure and pricing initiatives as management continues to implement comprehensive underwriting, pricing, risk management and operational strategies designed to achieve and sustain a strong level of profitability. Management continues to face market challenges, an elevated expense position and exposure to frequent and severe weather- related events. Partially offsetting factors include the fluctuation of underwriting performance over the past five years, driven partially by increased costs. Despite exposure reductions, the group continues to rely heavily on catastrophe reinsurance programs to mitigate potential losses due to hurricanes and other severe and frequent weather events. Key rating factors that could result in positive rating actions on the property/casualty companies include sustained improvement in underwriting performance while increasing the level of risk- adjusted capitalization. Primary factors that could result in rating downgrades include a material deterioration in underwriting performance or erosion in capital base and risk-adjusted capitalization. The ratings of Bankers Life reflect the challenges to execute its strategic business plans, maintain adequate levels of risk- adjusted capitalization as it manages its anticipated growth in interest-sensitive liabilities and improve its overall net operating performance. The ratings also reflect the company's elevated exposure to structured securities relative to total- adjusted capital. Partially offsetting these factors are Bankers Life's increasing level of absolute capital, adequate risk-adjusted capitalization, positive net operating performance and the generally improved quality of its fixed-income investment portfolio. Positive rating actions on Bankers Life could result from sustained improvement in its risk-adjusted capitalization, net operating performance trends that meet or exceed A.M. Best's expectations or positive rating actions taken by A.M. Best on Bankers. Negative rating actions could result from a meaningful and sustained decline in the company's risk-adjusted capitalization or net operating trends that fall below A.M. Best's expectations. BASIC ENERGY: S&P Revises Outlook to Stable & Affirms 'B+' CCR -------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Fort Worth-based Basic Energy Services Inc. to stable from positive. At the same time, S&P affirmed its ratings on zasic Energy, including the 'B+' corporate credit rating. "The rating action reflects our expectation that market conditions in the U.S. oilfield services industry will continue to dampen Basic's profitability and cash flow generation in the next 12 months. As a result, we expect the company's debt to EBITDA to remain in the 3.5x to 4x range through 2014, which is higher than we previously expected. Although robust oil prices have supported high levels of capital spending by the exploration & production (E&P) industry, the lack of drilling activity in natural gas plays has led to a migration of competitors into oil-rich basins such as the Permian, where Basic derives a significant portion of its revenues. As a result, throughout 2012 and 2013, Basic's revenues and margins have decreased from the record levels in 2011. Although we believe that Basic's margins are likely to have bottomed out, we view the rebound in activity level that the company expected in the second half of 2013 as more likely to occur in 2014 and seasonal factors (due to the year-end holiday season) will weigh on fourth quarter operating performance. In addition, pricing competition remains intense as excess capacity has not yet been absorbed by the market. Consequently, we have revised our revenue growth and margin forecasts for the company downwards for 2013 and 2014. Based on our revised assumptions, we expect the company to generate EBITDA of $235 million and $255 million in 2013 and 2014, respectively, and leverage to remain close to 4x through 2014, which is relatively high but still adequate for the 'B+' rating," S&P noted. "The stable rating outlook on Basic Energy Services Inc. reflects our expectation that the company will maintain leverage of less than 4.5x despite challenging market conditions. We could lower the ratings if we were to revise our current assumptions, such that we expect leverage to exceed 5x (likely in conjunction with a contraction in E&P spending). We could upgrade Basic if market conditions improve such that we expect the company to sustain debt leverage of less than 4x over the cycle and to maintain adequate liquidity," said Standard & Poor's credit analyst Christine Besset. BEATS ELECTRONICS: Moody's Rates $225MM Senior Term Loan 'Ba3' -------------------------------------------------------------- Moody's Investors Service affirmed Beats Electronics, LLC's B2 Corporate Family Rating and B2-PD Probability of Default Rating. In the same rating action, Moody's rated the company's $225 million senior secured term loan facility due 2014 at Ba3 and withdrew the ratings on the previously proposed $700 million senior secured credit facilities that were withdrawn by the company due to market conditions. The rating outlook is stable. The Ba3 rating on the new $225 million senior secured term loan is higher than the B2 ratings previously assigned to the proposed senior secured bank facilities. This is due to the fact that senior secured debt now represents a much smaller portion of the company's overall liability structure, providing greater collateral coverage and greater cushion from unsecured liabilities with a junior position. This change in the current capital structure reduces the losses that would be incurred by lenders in the $225 million secured term loan in the event of default as compared to the prior proposed structure. The proceeds from the one-year $225 million term loan facility were used in June 2013 to refinance the pre-existing term loan of the same amount. Rating actions are as follows: Ratings affirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Rating assigned: $225 million senior secured term loan due June 2014 at Ba3 (LGD 3, 31%) Ratings withdrawn: $200 million senior secured revolving credit facility expiring 2018 at B2 (LGD 3, 44%) $500 million senior secured term loan due 2019 at B2 (LGD 3, 44%) Ratings Rationale: The B2 CFR reflects Beats' nearly singular product offering, limited scale, as well as the key man risk due to company's reliance on its founders who have been instrumental in the company's early success. The rating also reflects Moody's concern with the sustainability of the company's revenue and earnings growth -- which has been extremely strong in recent years -- given its limited operating history and high business risk. Moody's anticipates that revenue growth will moderate considerably in the near term and could decline in the medium to longer term if the company fails to successfully innovate and create products that are appealing to its core customers versus competition. Moody's recognizes the increasing popularity and recognition of its "Beats by Dr. Dre" brand name, leading market share (although in a narrow category) in the premium headphone segment and relatively modest leverage. Moody's believes that demand for headphones and earphones will continue to be driven by the growth of smartphones, tablets and digital content in the next several years, both in the US and internationally. The stable outlook reflects Moody's view that Beats' leading market position, strong brand recognition, and its ability to influence users through its marketing and product innovation will help deter competition and support modest revenue growth. The outlook is also predicated on the company's ability to maintain an adequate liquidity profile, including refinancing its short-term debt well in advance of its maturity. Negative rating pressure could develop if the company fails to make meaningful progress in addressing the refinancing issue in the near term. The ratings could be downgraded if the company experiences material revenue or earnings declines due to a reduction in demand or margin erosion that would affect the company's liquidity profile or cash generation. Moody's could also downgrade Beats' ratings if debt/EBITDA rises above 4.0x. Prior to an upgrade, Beats would need to establish a longer track record demonstrating the sustainability of the company's revenue, earnings growth, and cash flow, as well as establish greater product diversification. The ratings could be upgraded if the company is able to maintain its market share and improve operating margins, leading to increased brand equity over time. Beats Electronics, LLC, headquartered in Santa Monica, CA, designs, manufactures, and sells high-end consumer audio products including headphones, earphones, and speakers, mainly under the brand "Beats by Dr. Dre". The company was established in 2006. The principal methodology used in this rating was the Global Consumer Durables Industry 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. BOART LONGYEAR: Moody's Mulls Possible Downgrade of 'Ba3' CFR ------------------------------------------------------------- Moody's Investors Service placed Boart Longyear Limited's Ba3 corporate family rating and Ba3-PD probability of default rating under review for downgrade. The company's speculative grade liquidity rating was downgraded to SGL-4 from SGL-2. At the same time Moody's placed Boart Longyear Management Pty Limited's B1 senior unsecured notes rating under review for downgrade. The notes are guaranteed by Boart. The review for downgrade was prompted by Moody's expectation that the time horizon over which Boart can improve its financial metrics and reduce debt will be more protracted than originally anticipated given the steeper and more accelerated decline in drilling activity among the company's customer base. Downgrades: Issuer: Boart Longyear Limited Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-2 On Review for Possible Downgrade: Issuer: Boart Longyear Limited Probability of Default Rating, Placed on Review for Possible Downgrade, currently Ba3-PD Corporate Family Rating, Placed on Review for Possible Downgrade, currently Ba3 Issuer: Boart Longyear Management Pty Limited Senior Unsecured Regular Bond/Debenture Apr 1, 2021, Placed on Review for Possible Downgrade, currently B1 Outlook Actions: Issuer: Boart Longyear Limited Outlook, Changed To Rating Under Review From Negative Issuer: Boart Longyear Management Pty Limited Outlook, Changed To Rating Under Review From Negative Ratings Rationale: Although Boart's performance through the first half of 2013 was reasonably in line with expectations, further downward pressure on rig utilization and backlog levels remains elevated, likely resulting in a weaker second half of 2013 and continued pressure on 2014 performance such that the rating downgrade triggers are likely to be exceeded, particularly the debt/EBITDA ratio. Given the continued weak commodity price environment across the base and precious metals complex, mining companies are significantly reducing capital expenditures, deferring projects and significantly cutting back on exploration and development expenditures as they seek to preserve profitability and maintain acceptable financial metrics. This is particularly true in the gold industry, which accounts for approximately 42% of Boart's revenues. Boart's performance will continue to be meaningfully impacted by these actions. The review will focus on the time frame and ability to achieve further cost cutting measures (additional $90 million in savings) that the company has identified, the ability to reduce inventory levels, currently above anticipated business requirements, and the likely cash requirements, including those required to appeal the Canada Revenue Agency's assessments, relative to liquidity sources. The review will also consider any alternative financing structures that the company is evaluating to provide greater liquidity and flexibility, as referenced in the company's recent earnings release. The downgrade in the speculative grade liquidity rating to SGL-4 from SGL-2 reflects the expectation of more limited internal cash flow generation to support the business, the potential for increased contingent liabilities such as letters of credit, to support security requirements while Boart appeals the CRA assessments, and the tightness in and potential for breach of covenants at the December 2013 and June 2014 reporting periods absent any modifications to the current capital structure. Headquartered in South Jordan, Utah, Boart Longyear is incorporated in Australia and listed on the Australian Securities Exchange Limited. The company provides drilling services, and complimentary drilling products and equipment principally for the mining and metals industries. Revenues for the twelve months ended June 30, 2013 were $1.6 billion. Revenues in 2012 were $2 billion. 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. BON-TON STORES: Incurs $37.3 Million Net Loss in 2nd Quarter ------------------------------------------------------------ The Bon-Ton Stores, Inc., reported a net loss of $37.32 million on $557.14 million of net sales for the 13 weeeks ended Aug. 3, 2013, as compared with a net loss of $45.03 million on $594.85 million of net sales for the 13 weeks ended July 28, 2012. For the 26 weeks ended Aug. 3, 2013, the Company reported a net loss of $63.96 million on $1.20 billion of net sales, as compared with a net loss of $85.81 million on $1.23 billion of net sales for the 26 weeks ended July 28, 2012. The Company's balance sheet at Aug. 3, 2013, showed $1.58 billion in total assets, $1.53 billion in total liabilities and $49.70 million in total shareholders' equity. Brendan Hoffman, president and chief executive officer, commented, "We were disappointed in our second quarter sales performance, but we were pleased we were able to deliver on several of our goals, including a 100 basis point increase in the gross margin rate and reduced expenses, which led to 23% growth in Adjusted EBITDA. We believe overall sales weakness was in part attributable to the adverse impact of inclement weather in our markets and higher gas prices, especially in the Northeast and Midwest, which contributed to an unfavorable shift in consumer spending patterns. Looking ahead, we remain focused on the continued execution of our key merchandising, marketing and eCommerce strategies, including the localization of our merchandise assortments and marketing programs to drive top-line growth, while maintaining disciplined inventory management and careful cost controls." A copy of the press release is available for free at: http://is.gd/NueHof About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 273 department stores, which includes 11 furniture galleries, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. Bon-Ton Stores disclosed a net loss of $21.55 million for the year ended Feb. 2, 2013, as compared with a net loss of $12.12 million for the year ended Jan. 28, 2012. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on The Bon-Ton Stores Inc. CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off -------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 89.55 cents-on-the-dollar during the week ended Friday, August 30, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an decrease of 0.26 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018. The bank debt carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 249 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. As of June 30, 2013, the Company had $26.84 billion in total assets, $27.58 billion in total liabilities and a $738.1 million total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CAMBIUM LEARNING: S&P Raises CCR to 'CCC+'; Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Dallas-based Cambium Learning Group Inc. to 'CCC+' from 'CCC'. The rating outlook is negative. At the same time, S&P raised its issue-level rating on the company's senior secured debt to 'CCC' from 'CCC-', in conjunction with the upgrade. The recovery rating on this debt remains '5', indicating S&P's expectation for modest (10% to 30%) recovery for lenders in the event of a payment default. The upgrade reflects the increasing likelihood that the company will be able to service debt over the near term following the recent increase in short-term liquidity. Cash balances rose to $46.3 million as of June 30, 2013, versus $31.6 million a year ago, based on the recent receipt of a $7.6 million net tax refund and improved working capital management. S&P believes that the company has sufficient cash to service its obligations, at least through the beginning of 2015. "Our corporate credit rating on Cambium reflects our expectation that leverage will remain relatively high, based on declining market share, high product development costs, and the weak outlook for education spending. We consider the company's business risk profile "vulnerable," according to our criteria, because of the cyclicality of government funding for educational services and the effect of that cyclicality on Cambium's operating performance. Relatively high debt to EBITDA and weak discretionary cash flow, reflecting ongoing high product development spending, support our view that Cambium's financial risk profile is "highly leveraged." We believe that the company may continue to underperform because of difficulties in effectively competing with larger, better- capitalized competitors with more significant digital learning capabilities. We assess the company's management and governance as "weak," reflecting execution missteps and senior management turnover. Cambium's CEO and CFO both were replaced in March 2013, and we do not believe new management will be able to reverse the company's weak operating performance over the near term," S&P said. As a small, niche provider of supplemental educational products serving underperforming and special education students, Cambium is at a competitive disadvantage to peers. Cambium has a smaller presence in faster-growing technology-delivered content, and limited content investment resources. Roughly 16% of sales are from California and Florida, which face budgetary pressure and could materially reduce their purchases. The intervention market draws heavily on declining federal funding, accounting for roughly one-half of revenues, compared with only about 10% for traditional kindergarten through 12th grade core curriculum publishers. CASTLE KEY: A.M. Best Affirms 'B-(Fair)' Finc'l. Strength Rating ---------------------------------------------------------------- A.M. Best Co. has affirmed the financial strength rating (FSR) of B- (Fair) and issuer credit ratings (ICR) of "bb-" of the members of Castle Key Group (Castle Key) (headquartered in St. Petersburg, FL). The outlook for all ratings is negative. The ratings and outlook reflect Castle Key's unfavorable operating performance in most years and poor overall capitalization when measured on a catastrophe stress-tested basis. Castle Key is the dedicated Florida property writer for its parent company, Allstate Insurance Company (Allstate), and it maintains significant exposure to hurricanes, with a corresponding substantial reliance on catastrophe reinsurance. In addition, Castle Key's reinsurance program relies heavily upon the Florida Hurricane Catastrophe Fund (FHCF). These rating factors are partially offset by Castle Key's recent operating performance, which has been positively impacted by favorable loss activity due to an absence of any hurricane events and increased rates. A.M. Best deviated from its "Rating Members of Insurance Groups" criteria by providing more than two FSR levels of rating enhancement to Castle Key's stand-alone assessment. However, the additional rating enhancement acknowledges the historical financial and operational support provided to Castle Key as part of the Allstate organization. Although Castle Key is separately capitalized and not reinsured by Allstate, in A.M. Best's opinion parental support regarding the claims paying ability of Castle Key will be maintained commensurate with its rating level in the event of frequent and/or severe hurricane activity. If parental support is not provided, it would be necessary for A.M. Best to re- evaluate the current FSR of A+ (Superior) and ICRs of "aa-" of Allstate and all the remaining members of the Allstate Insurance Group. Future positive rating actions may result from Castle Key producing more favorable underwriting trends along with capital accumulation. However, negative rating actions could result if parental support was not provided in the case of multiple significant events. The FSR of B- (Fair) and ICRs of "bb-" have been affirmed for the following members of the Castle Key Group: -- Castle Key Insurance Company -- Castle Key Indemnity Company -- Encompass Floridian Insurance Company -- Encompass Floridian Indemnity Company CENTRAL GARDEN: Weak Performance Cues Moody's to Lower CFR to B2 ---------------------------------------------------------------- Moody's Investors Service downgraded Central Garden & Pet ratings one notch because of continued operating performance weakness and weak credit metrics. Among other ratings, the Corporate Family Rating was downgraded to B2 from B1. "The downgrade in the Corporate Family Rating reflects the company's weak operating performance and modest credit metrics, including high leverage and weak margins, and our view that these measures will not return to previous levels for the foreseeable future," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. "The downgrade in the speculative grade liquidity rating to SGL 3 is principally due to our expectation of minimal covenant cushion over the next year, despite the recent amendment," he said. Ratings downgraded: Corporate Family Rating to B2 from B1; Probability of Default Rating to B2-PD from B1-PD; $450 million senior subordinated notes to B3 (LGD5, 73%) from B2 (LGD5, 74%); Speculative grade liquidity rating to SGL 3 from SGL 2. Ratings Rationale: Central Garden's B2 Corporate Family Rating reflects its high leverage at over 5 times, weak operating performance, limited geographic diversification with a primary focus in the Southeast and single digit operating margins. The ratings are also constrained by the seasonality of its earnings and cash flows, weather dependency, exposure to volatile raw materials prices, the somewhat discretionary nature of its products and by its highly concentrated customer base. Increasing liquidity pressures also constrain the rating. The rating is supported by the company's strong market position in pet and lawn & garden, moderate size with revenue around $1.7 billion, solid brand recognition among consumers and moderate financial policies. The stable outlook reflects Moody's view that the company's operating performance and credit metrics will not materially deteriorate further. The outlook also assumes that the company will maintain adequate covenant cushion. The ratings could be downgraded if Central's operating performance doesn't stabilize or if it appears likely that it will breach a covenant and cannot obtain a waiver. Sustained credit metrics necessary for a downgrade would be debt/EBITDA approaching 6.5 times (currently 5.5 times), retained cash flow/net debt approaching 8% (presently around 14%) and EBITA/interest approaching 1 time (presently at 1.5 times). The ratings are unlikely to be upgraded in the near term given the recent poor operating results. Over the longer term, the rating could be upgraded if the company is able to achieve most of its expected cost savings and is able to return earnings, cash flow and credit metrics to previous levels. Sustained credit metrics (outside of seasonal borrowings) necessary for an upgrade would be debt/EBITDA below 4.5 times, retained cash flow/net debt over 15% and EBITA/interest over 2 times. The principal methodology used in rating Central Garden was Moody's Global Packaged Goods Industry methodology published in June 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. Central Garden & Pet Company located in Walnut Creek, California, manufactures an array of branded lawn and garden and pet supply products, and operates as a distributor for other manufacturers' products in both of these segments. Products and brands include Pennington grass seed and wild bird feed, AMDRO fire ant control bait, Rebel grass seed, private label manufacturer of Eliminator for Wal*Mart in the Garden Products Group and Kaytee wild bird, pet bird and small animal supplies; Nylabone dog bones and treats; Four Paws supplies for cats and dogs; Farnam equine supplies; Oceanic, Aqueon and Zilla produce aquatics supplies and aquarium in the Pet Products group. Sales approximated $1.7 billion for the twelve months ended June, 2013. CHINA PEDIATRIC: Incurs $1.2-Mil. Net Loss in Second Quarter ------------------------------------------------------------ China Pediatric Pharmaceuticals, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.2 million on $935,241 of sales for the three months ended June 30, 2013, compared with a net loss of $451,126 million of $6.2 million of sales for the same period last year. The Company reported a net loss of $5.9 million on $1.8 million of sales for the six months ended June 30, 2013, compared with a net loss of $2.2 million on $11.0 million of sales for the comparable period of 2012. The Company's balance sheet at June 30, 2013, showed $6.4 million in total assets, $544,545 in total current liabilities, and stockholders' equity of $5.9 million. "As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $1,179,214 and $451,126 for the three months ended June 30, 2013, and 2012; $5,923,180 and $2,237,552 for the six months ended June 30, 2013, and 2012. Further, the Company had accumulated deficit of $12,458,084 and $6,534,904 as at June 30, 2013, and Dec. 31, 2012. These create an uncertainty about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/YLgBvq Located in Xi'an, Shaanxi Province, People's Republic of China, China Pediatric Pharmaceuticals, Inc., is engaged in the business of manufacturing and marketing of over-the-counter and prescription pharmaceutical products for the Chinese marketplace as treatment for a variety of disease and conditions. COMMUNITY TOWERS I: Takes Another Shot at Confirming Exit Plan -------------------------------------------------------------- Community Towers I, LLC, et al., submitted to the U.S. Bankruptcy Court for the Northern District of California Disclosure Statement explaining the Second Amended Joint Plan of Reorganization dated Aug. 16, 2013. As reported in the Troubled Company Reporter on March 5, 2013, the Court denied confirmation of the prior version of the Debtors' Joint Chapter 11 Plan. Creditor CIBC Inc., voted against the Joint Plan and opposed confirmation contending that the Joint Plan: (1) improperly includes a third party release in violation of Section 524; (2) violates Section 1129(a)(11) because it is not feasible; and (3) is not fair and equitable to CIBC because the interest rate proposed to be paid is inadequate to compensate CIBC for the risk inherent in its loan to Debtors. The Court, in its order, related that a plan of reorganization must satisfy Section 1129(a)(1) to (16) to be confirmed. If a class of creditors rejects the plan, it can be confirmed only if the standards of Section 1129(b) are met. The key features of the Second Amended Plan include: -- a short Plan term of three years; -- profitable operation of the Debtor's Property; -- satisfaction or disallowance of claims; -- conversion of the debt owed to John and Rosalie Feece to ownership interests in the Debtors, and contribution of resulting capital to fund the Debtors' operations; -- deferral of all management fees by the Debtors' management company; -- deferral of all leasing commissions by the Debtors' leasing agent; and -- assumption of executory contracts and unexpired leases. Notwithstanding the continued operation of the Subject Property, the Plan provides that the Debtors or the Reorganized Debtors may either: (a) refinance the Subject Property through a debt-equity or direct loan transaction, or (b) sell the Subject Property. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/COMMUNITY_TOWERS_ds_2plan.pdf About Community Towers I Community Towers I LLC is a real estate investment company. Community Towers I LLC and various affiliates -- Community Towers II, LLC, Community Towers III, LLC, Community Towers IV, LLC -- filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No. 11-58944) on Sept. 26, 2011, in San Jose, California. Community Towers I disclosed $51,939,720 in assets and $39,479,784 in liabilities as of the Chapter 11 filing. John Walshe Murray, Esq., at Dorsey & Whitney LLP, represents the Debtor as counsel, in substitution for Murray & Murray, A Professional Corporation. ACM Capital, serves as financial advisor. CONTINENTAL RESOURCES: S&P Raises Corp. Credit Rating From 'BB+' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Oklahoma City-based Continental Resources Inc. to 'BBB-' from 'BB+'. The outlook is stable. S&P also raised its rating on the company's senior unsecured debt to 'BBB-' from 'BB+' and withdrew its recovery ratings. "The outlook is stable, reflecting our expectation that Continental will continue to increase production and reserves while maintaining a conservative financial policy," said Standard & Poor's credit analyst Stephen Scovotti. S&P would consider a downgrade if FFO to debt dropped to less than 30% for a sustained period, which would likely be a result of weaker oil prices, or if the company's capital spending exceeded cash flows by significantly more than S&P's expectations. S&P views a positive rating action as unlikely in the near-term. zowever, S&P would consider a positive rating action if the company were able to further improve its diversity and meaningfully increase production and reserves while maintaining FFO to debt of more than 45%. CROSS BORDER RESOURCES: Reports $240,284 Net Income in 2nd Quarter ------------------------------------------------------------------ Cross Border Resources, Inc., filed its quarterly report on Form 10-Q, reporting net income of $240,284 on $3.46 million of revenues for the three months ended June 30, 2013, compared with net income of $475,252 on $4.15 million of revenues for the same period last year. The Company reported net income of $2.04 million on $6.79 million of revenues for the six months ended June 30, 2013, compared with net income of $1.20 million on $7.75 million of revenues for the corresponding period of 2012. The Company's balance sheet at June 30, 2013, showed $40.08 million in total assets, $21.63 million in total liabilities, and stockholders' equity of $18.45 million. "At June 30, 2013, the Company had a working capital deficit of $1,315,485 and outstanding debt (consisting of a line of credit) of $12,200,000." A copy of the Form 10-Q is available at http://is.gd/yICIVS Dallas-based Cross Border Resources, Inc., is an independent natural gas and oil company engaged in the exploration, development, exploitation, and acquisition of natural gas and oil reserves in North America. The Company's primary area of focus is the State of New Mexico, particularly southeastern New Mexico. The Company has two wholly-owned subsidiaries, which are inactive: Doral West Corporation and Pure Energy Operating, Inc. * * * Darilek Butler & Associates, PLLC, in San Antonio, Texas, expressed substantial doubt about Cross Border's ability to continue as a going concern, following their audit of the Company's financial statements for the year ended Dec. 31, 2012, citing the Company's significant operating losses and negative working capital. CUMULUS MEDIA: To Acquire Dial Global for $260 Million ------------------------------------------------------ Cumulus Media Inc. announced a series of strategic transactions that solidifies the Company's position as a leading producer of high quality content and continues to reshape its footprint focused on the top 100 markets. The transactions include: * Acquisition of Dial Global, Inc., for $260 million in cash (consisting of approximately $45 million attributable to equity and the retirement of $215 million of debt) * Sale of 53 radio stations in 12 small & mid-sized markets to Townsquare Media for $238 million in cash (inclusive of the acquisition of net working capital) * Swap with Townsquare Media of 15 radio stations in two small & mid-sized markets in exchange for the receipt of five stations in Fresno, California (market #68) "These transactions give us the necessary scale to provide the marketing and enterprise solutions our advertising and affiliate partners require," said Lew Dickey, CEO of Cumulus. "Our goal is to be the leading producer of premium audio content distributed through multiple platforms while continuing to build our broadcast platform in the top 100 U.S. markets." The acquisition of Dial Global will add sports, news, talk, music and programming services content - enabling Cumulus to provide a wider variety of options to approximately 10,000 U.S. radio stations, other media platforms and international platforms. New content acquired through the Dial Global acquisition will include NFL, NCAA, NASCAR, Olympics, AP Radio News, NBC News and other popular programming. Cumulus expects the transaction to be deleveraging based upon identified cost synergies of approximately $40 million, with additional upside from revenue growth potential through the creation of new content vehicles for broadcast radio advertisers. Additionally, Cumulus believes the opportunity exists to distribute premium, curated audio content across emerging new media platforms. Further, Cumulus intends to service broadcasters' demands for premium content and enterprise solutions in Europe, the Americas and Australia. The transactions are expected to close simultaneously following regulatory approval in the fourth quarter of 2013. Jones Day is acting as legal counsel to Cumulus and Macquarie Capital is acting as financial advisor to Cumulus. Kirkland & Ellis LLP is acting as legal counsel to Dial Global. Cumulus will host a teleconference on Tuesday, Sept. 3, 2013, at 11:00 a.m., Eastern Time, to discuss the pending transaction. The conference call dial-in number for domestic callers is 877-830- 7699, and international callers should dial 660-422-3366 for call access. Please call five to 10 minutes in advance to ensure that you are connected prior to the presentation. The call also may be accessed via webcast at www.cumulus.com. Following completion of the call, a replay can be accessed until 12:00 AM Eastern Time, Sept. 30, 2013. Domestic callers can access the replay by dialing 855-859-2056, replay code #4709426. International callers should dial 404-537-3406 for conference replay access. About Cumulus Media Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest operator of radio stations, currently serving 110 metro markets with more than 525 stations. In the third quarter of 2011, Cumulus Media purchased Citadel Broadcasting, adding more than 200 stations and increasing its reach in 7 of the Top 10 US metros. Cumulus also acquired the Citadel/ABC Radio Network, which serves 4,000+ radio stations and 121 million listeners, in the transaction Cumulus Media said in its annual report for the year ended Dec. 31, 2011, that lenders under the 2011 Credit Facilities have taken security interests in substantially all of the Company's consolidated assets, and the Company has pledged the stock of certain of its subsidiaries to secure the debt under the 2011 Credit Facilities. If the lenders accelerate the repayment of borrowings, the Company may be forced to liquidate certain assets to repay all or part of such borrowings, and the Company cannot assure that sufficient assets will remain after it has paid all of the borrowings under those 2011 Credit Facilities. If the Company was unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and the Company could be forced into bankruptcy or liquidation. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. Holdings estimated debts between $50 million and $100 million but said assets are worth less than $50 million. AR Broadcasting operated radio stations in Missouri and Texas. As of June 30, 2013, the Company had $3.69 billion in total assets, $3.35 billion in total liabilities, $72.87 million in total redeemable preferred stock, and $262.92 million in total stockholders' equity. * * * Standard & Poor's Ratings Services in October 2011 affirmed is 'B' corporate credit rating on Cumulus Media. "The ratings reflect continued economic weakness and higher post- acquisition leverage than we initially expected," said Standard & Poor's credit analyst Jeanne Shoesmith. "They also reflect the combined company's sizable presence in both large and midsize markets throughout the U.S." As reported by the TCR on April 3, 2013, Moody's Investors Service downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. The downgrades reflect Moody's view that the pace of debt repayment and delevering will be slower than expected. Although EBITDA for 4Q2012 reflects growth over the same period in the prior year, results fell short of Moody's expectations. CYBER DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Cyber Development Group International, LLC 1331 Business Center Drive Mount Prospect, IL 60056 Bankruptcy Case No.: 13-34214 Chapter 11 Petition Date: August 28, 2013 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Ariel Weissberg, Esq. WEISSBERG & ASSOCIATES, LTD. 401 S. LaSalle Street, Suite 403 Chicago, IL 60605 Tel: (312) 663-0004 Fax: (312) 663-1514 E-mail: ariel@weissberglaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb13-34214.pdf The petition was signed by John H. Pressman of AOP Investments, LLC, its manager. DARLING INTERNATIONAL: S&P Affirms 'BB+' CCR; Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'BB+' corporate credit rating on Dallas-based renderer Darling International Inc. The outlook is stable. At the same time, S&P assigned a 'BBB-' issue-level rating to the company's proposed $750 million senior secured revolving credit facility and $350 million senior secured delay-draw term loan A maturing 2018. The recovery rating on this debt is '2', indicating S&P's expectation for substantial (70%-90%) recovery in the event of a payment default. S&P expects approximately $655 million will be drawn at the close of the transaction (about $305 million under the revolver and $350 million under the term loan), and that Darling will have $905 million in outstanding debt. In addition, S&P placed its 'BB+' rating on the company's $250 million senior unsecured notes due 2018 on CreditWatch with positive implications. If the transaction closes and these notes become senior secured debt obligations as currently proposed, S&P will likely raise the ratings on this debt to 'BBB-' and revise the recovery rating to '2' from '3'. If the transaction is not closed and the term loan is not drawn, S&P would withdraw the ratings on that debt and reevaluate the recovery ratings on the remainder of the company's debt, including the $250 million notes due 2018. "The rating affirmation reflects our belief that Darling will lower leverage in the year following the acquisition of Rothsay," said Standard & Poor's credit analyst Chris Johnson. The stable outlook reflects Standard & Poor's expectation that Darling will successfully integrate this proposed acquisition while steadily repaying debt and improving its credit measures. DECISION DIAGNOSTICS: Incurs $1.8-Mil. Net Loss in Second Quarter ----------------------------------------------------------------- Decision Diagnostics Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $1.8 million on $377,525 of revenue for the three months ended June 30, 2013, compared with a net loss of $755,884 on $2.3 million of revenue for the same period last year. The Company reported a net loss of $2.7 million on $1.5 million of revenue for the six months ended June 30, 2013, compared with a net loss of $861,229 on $4.8 million of revenue for the comparable period of 2012. The Company's balance sheet at June 30, 2013, showed $3.68 million in total assets, $4.03 million in total current liabilities, and a stockholders' deficit of $527,000. A copy of the Form 10-Q is available at http://is.gd/uKWtg9 Westlake Village, California-based Decision Diagnostics Corp. is a Nationwide prescription and non-prescription diagnostics and home testing products distributor, selling a range of diagnostic test kits and at-home testing products. * * * As reported in the TCR on April 24, 2013, L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed substantial doubt about Decision Diagnostics' ability to continue as a going concern, citing the Company's recurring losses from operations. DECISIONPOINT SYSTEMS: Incurs $1.1-Mil. Net Loss in Second Quarter ------------------------------------------------------------------ DecisionPoint Systems, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.1 million on $14.7 million of net sales for the three months ended June 30, 2013, compared with a net loss of $1.3 million on $17.8 million of net sales for the same period last year. For the six months ended June 30, 2013, the Company had a net loss of $3.2 million on $28.5 million of net sales, compared with a net loss of $1.5 million on $35.6 million of net sales for the same period of 2012. The Company's balance sheet at June 30, 2013, showed $31.0 million in total assets, $33.5 million in total liabilities, and a stockholders' deficit of $2.5 million. "The Company experienced a net loss [attributable to common stockholders] of $1.3 million and $3.7 million for the three and six month periods ended June 30, 2013, which were far in excess of the internal forecast maintained by the management team. In addition, the Company has a substantial working capital deficit totaling $(13.6) million at June 30, 2013. Although a portion of this deficit is associated with deferred costs and unearned revenues and term debt that has been classified current due to expected future covenant violations, the liabilities of the Company that are expected to be satisfied in the foreseeable future in cash far exceed the operating assets that are expected to be satisfied in cash. As a result, the availability under the Company's credit line has contracted significantly and the Company's overall liquidity has become significantly constrained." "In the near term, the Company's successful restructuring of its operations and reduction of operating costs and/or its ability to raise additional capital at acceptable terms is critical to its ability to continue to operate for the foreseeable future. If the Company continues to incur operating losses and/or does not raise sufficient additional capital, material adverse events may occur including, but not limited to, 1) a reduction in the nature and scope of the Company's operations, 2) the Company's inability to fully implement its current business plan and/or 3) continued defaults under the various loan agreements. A covenant default would give the bank the right to demand immediate payment of all outstanding amounts which the Company would not be able to repay out of normal operations. There are no assurances that the Company will successfully implement its plans with respect to these liquidity matters. The unaudited condensed consolidated financial statements do not reflect any adjustment that may be required resulting from the adverse outcome relating to this uncertainty." A copy of the Form 10-Q is available at http://is.gd/eiVFQ1 Irvine, Calif.-based DecisionPoint Systems, Inc., empowers the mobile workforce to enhance customer satisfaction and accelerate business growth. They accomplish this by making enterprise software applications accessible to the front-line mobile worker anytime, anywhere. DecisionPoint combines its industry leading software products, application development capabilities, deployment and support services with the latest wireless, and mobile technologies. DETROIT, MI: Protective Order Approved -------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved the City of Detroit's motion for an order permitting the redaction of personally-identifiable information contained in any and all documents and materials the City will provide to interested parties. As previously reported, "Personally identifiable information shall include names, physical and electronic addresses, telephone numbers, social security numbers, financial account numbers, and any other information whose disclosure would create an undue risk of identity theft or other unlawful injury." 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. DETROIT, MI: Seeks $350 Million DIP Financing --------------------------------------------- Bernie Woodall and Tom Hals, writing for Reuters, reported that Detroit, which made the largest Chapter 9 municipal bankruptcy filing in U.S. history, on Aug. 29 filed a request for proposals for $350 million in unprecedented financing, the city emergency manager's office said. According to the report, Detroit is the first large U.S. city to seek so-called debtor-in-possession financing after asking for bankruptcy court protection. The city plans to use about $250 million to terminate a complicated swaps deal related to previous bonds issued to finance pension debt, said Bill Nowling, press secretary for Detroit's state-appointed emergency manager, Kevyn Orr, the report related. About $100 million would "provide the city with adequate liquidity throughout the restructuring case to start reinvesting in Detroit today," Nowling said in an e-mail to Reuters. It would be a line of credit the city could draw from, but it may not use all of it, he said. Nowling also said Orr plans to use proceeds from the financing to invest in "quality of life" improvements for Detroit's nearly 700,000 residents, the report added. 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. DYNACAST INT'L: Moody's Alters Outlook to Stable & Keeps B2 CFR --------------------------------------------------------------- Moody's has affirmed Dynacast's CFR at B2 and PDR at B2-PD but changed the outlook for Dynacast International LLC to stable from negative to reflect remediation of the material weaknesses in internal controls over financial reporting. Concurrently, Moody's has also affirmed Dynacast's speculative grade liquidity rating of SGL-3. LGD adjustments: Issuer: Dynacast International LLC Senior Secured Bank Credit Facility due 2016, changed to LGD1, 03% from LGD1, 04% Senior Secured Bank Credit Facility due 2016, changed to LGD1, 03% from LGD1, 04% Senior Secured Regular Bond/Debenture due 2019, changed to a range of LGD3, 45% from a range of LGD4, 50% Outlook Actions: Issuer: Dynacast International LLC Outlook, Changed To Stable from Negative Affirmations: Issuer: Dynacast International LLC Probability of Default Rating, Affirmed B2-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed B2 Senior Secured Bank Credit Facility due 2016, Affirmed Ba2 Senior Secured Bank Credit Facility due 2016, Affirmed Ba2 Senior Secured Regular Bond/Debenture due 2019, Affirmed B2 Ratings Rationale: The change to a stable ratings outlook, from negative, reflects the progress that Dynacast has made in recent quarters in addressing the accounting material weakness as explained in its recent 10-Q filings and 10-K filings. The company has made significant progress resolving its financial reporting and control issues including the hiring of a director of accounting and improvements in oversight and governance of accrued liabilities and deferred revenues. The change in outlook also reflects the improvement in the company's credit ratios, and revenue and operating income growth. EBITDA to interest was 2.2 times (all numbers on a Moody's adjusted basis) for the LTM period ended June 30, 2013 while debt to EBITDA was 4.3 times versus 4.6 times for 2012. The affirmation of its B2 CFR and B2-PD PDR reflect the view that the company's coverage metrics are expected to improve and thereby strengthen the company's profile within the rating category. Moody's affirmation of the company's SGL-3 rating reflects the view that the company is expected to have adequate liquidity over the next 12-18 months. As of June 30, 2013, Dynacast had $36 million of cash and cash equivalents and had no usage under its $50 million revolving credit facility maturing in July 2016. Dynacast is in compliance with the leverage and interest coverage covenants in its credit facilities and Moody's views headroom under each covenant test to be good despite the step downs next quarter. Although Moody's believes the company has made significant progress remediating its material weakness in financial reporting and control, a qualified audit, though not expected, could cause an adverse rating action. From a metrics perspective, debt to EBITDA above 5.5 times, or a decline in EBITDA to interest coverage to below 2.0 times could pressure the rating. The outlook could come under pressure if sales or margins contract, or if its liquidity weakens. The company's European operations have been weak and if these were to weaken further, they could place pressure on the rating or the outlook. Although a ratings upgrade is not anticipated over the intermediate term, positive ratings traction would be supported by EBITDA to interest coverage above 3.5 times and leverage under 4.0 times, both on a sustained and improving basis, in conjunction with strengthening in other related metrics. The principal methodology used in this rating was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Dynacast, headquartered in Charlotte, North Carolina, is a global manufacturer of small engineered precision die cast components. Revenues for the LTM period ended June 30, 2013 were approximately $554 million. EASTMAN KODAK: Gets Extension to Object to Sec. 503(b)(9) Claims ---------------------------------------------------------------- U.S. Bankruptcy Judge Allan Gropper gave Eastman Kodak Co. more time to file its objections to claims asserted against the company pursuant to Section 503(b)(9) of the Bankruptcy Code. Judge Gropper extended the deadline through and including the 90th day after the effective date of Kodak's Chapter 11 reorganization plan. Kodak has received approximately 500 claims that they must evaluate to determine whether those claims are valid or not. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. EASTMAN KODAK: Wins Court Approval to Assign ITT Contract --------------------------------------------------------- Eastman Kodak Co. received the green light from U.S. Bankruptcy Judge Allan Gropper to assign its contract with ITT Space Systems LLC to RED-Rochester, LLC. In an August 29 decision, Judge Gropper overruled the objection of ITT to Kodak's bid to assign the contract as part of the sale of its utility operations at Eastman Business Park, saying the tech firm did not cite any authority supporting its arguments. ITT had argued that the contract was assumed subject to all of its burdens, including the provision prohibiting the assignment of the contract without its prior consent. The tech firm also argued that if a company in bankruptcy protection assumes a contract without assigning it, that company loses whatever rights it had under the Bankruptcy Code to assign the contract. "ITT does not cite any authority that directly supports this proposition," Judge Gropper said in a 12-page order. "In any event, while a debtor must assume a contract subject to its burdens, it can assume it with its benefits." One of the benefits, Judge Gropper said, is the debtor's right under section 365(f)(3) of the Bankruptcy Code to assign a contract notwithstanding an anti-assignment clause in that contract. The bankruptcy judge also said that the tech firm did not question the ability of RED-Rochester to perform under the contract. Kodak and ITT signed the contract on Sept. 30, 2005, under which the tech firm agreed to lease to the company approximately 2,200 square feet of land for a 50-year term. The contract contains provisions, which prohibit the assignment, sublet or use of the contract without the tech firm's prior consent. 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. EASTON-BELL: S&P Revises Outlook to Negative & Affirms 'B' CCR -------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Van Nuys, Calif.-based Easton-Bell Sports Inc. to negative from stable. At the same time, S&P affirmed the 'B' corporate credit rating on Easton-Bell. S&P also affirmed its issue-level rating on the company's $350 million senior secured notes due 2016 at 'B-'. The '5' recovery rating on the notes indicates S&P's expectation for modest (10% to 30%) recovery in the event of payment default. "The outlook revision to negative reflects our belief that continued weak operating performance could persist, which could constrain liquidity," said Standard & Poor's credit analyst Stephanie Harter. "While the company may avoid further margin erosion as a result of new executive management's cost savings initiatives and supply chain improvement programs already in place, we expect net revenues to continue to decline." The ratings on Easton-Bell reflect Standard & Poor's view that the company's financial risk profile is "highly leveraged" and that the business risk profile is "weak." The company's highly leveraged financial risk profile reflects its weak credit metrics and S&P's belief that it has a very aggressive financial policy. Easton-Bell's weak business risk profile assessment reflects the company's known brand names and good market position, but the discretionary nature of the company's products, limited geographic diversity, and exposure to product liability. This is slightly offset by the company's good market position in the highly fragmented competitive sporting goods industry. The negative outlook reflects S&P's view that Easton-Bell's liquidity could become constrained if 2013 second half and 2014 operating performance remains weak. S&P could lower its ratings if the new management team cannot realize its cost savings plan, including an adjusted fiscal 2013 EBITDA target of $90 million, resulting in even weaker credit protection measures such that liquidity becomes constrained. EDISON MISSION: Bar Date for Homer City Debtors Is Oct. 29 ---------------------------------------------------------- All claimants, including governmental units, holding or wishing to assert a claim that arose before May 2, 2013, against Debtors EME Homer City Generation, L.P., Edison Mission Finance Co., and Homer City Property Holdings, Inc., are required to file a proof of claim by Oct. 29, 2013. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors other than Camino Energy Company are represented by: David R. Seligman, P.C., Esq. James H.M. Sprayregen, P.C., Esq. Sarah Hiltz Seewer, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 - and - Joshua A. Sussberg, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Counsel to Debtor Camino Energy Company is: David A. Agay, Esq. Joshua Gadharf, Esq. MCDONALD HOPKINS LLC 300 North LaSalle, Suite 2100 Chicago, IL 60654 Telephone: (312) 280-0111 Facsimile: (312) 280-8232 Perella Weinberg Partners, LP is acting as the Debtors' financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at PERKINS COIE LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. EDISON MISSION: Inks Escrow Agreement with Kern River & US Bank --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Edison Mission Energy, et al., to enter into a cash collateral escrow agreement with Kern River Gas Transmission Company and U.S. Bank, N.A. Pursuant to the requirements of a transportation service agreement and applicable tariffs, EME caused a letter of credit to be established for the sole and exclusive benefit of KRGT in the amount of $8,153,370, which L/C remains in full force and effect until April 2014. To provide KRGT with credit enhancement and assurance comparable to the L/C, KRGT desired to establish an escrow. Accordingly, the parties agreed to establish an escrow account with U.S. Bank, as escrow agent, under which EME will deposit the sum of $7,317,246. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors other than Camino Energy Company are represented by: David R. Seligman, P.C., Esq. James H.M. Sprayregen, P.C., Esq. Sarah Hiltz Seewer, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 - and - Joshua A. Sussberg, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Counsel to Debtor Camino Energy Company is: David A. Agay, Esq. Joshua Gadharf, Esq. MCDONALD HOPKINS LLC 300 North LaSalle, Suite 2100 Chicago, IL 60654 Telephone: (312) 280-0111 Facsimile: (312) 280-8232 Perella Weinberg Partners, LP is acting as the Debtors' financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at PERKINS COIE LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. EDISON MISSION: Judge Cox Did Not Rule on Bid to Junk Tyche Appeal ------------------------------------------------------------------ Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, declined to consider Debtor Edison Mission Energy's motion to dismiss an appeal from the bankruptcy court's prior decision denying Tyche Power Partners' motion to dismiss an adversary proceeding filed against it. According to Judge Cox, the filing of a timely notice of appeal transfers jurisdiction from the bankruptcy court with respect to matters involved in the appeal. In this case, Tyche timely filed its appeal, thus the bankruptcy court is not authorized on rule on EME's motion to dismiss. The case is Edison Mission Energy, Plaintiff, v. Tyche Power Partners LLC f/k/a BNY Power Partners LLC and JPMorgan Chase Bank, N.A., Adv. No. 13-00568 (N.D. Ill.). About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors other than Camino Energy Company are represented by: David R. Seligman, P.C., Esq. James H.M. Sprayregen, P.C., Esq. Sarah Hiltz Seewer, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 - and - Joshua A. Sussberg, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Counsel to Debtor Camino Energy Company is: David A. Agay, Esq. Joshua Gadharf, Esq. MCDONALD HOPKINS LLC 300 North LaSalle, Suite 2100 Chicago, IL 60654 Telephone: (312) 280-0111 Facsimile: (312) 280-8232 Perella Weinberg Partners, LP is acting as the Debtors' financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at PERKINS COIE LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. EDISON MISSION: Has Court OK to Hire Sitrick as Claims Consultant ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Illinois, Eastern Division, authorized Edison Mission Energy, et al., to employ Sitrick Brincko Group, LLC, as claims consultant, nunc pro tunc to July 1, 2013. The following professionals are expected to have primary responsibility for providing services to the Debtors: Thora Thoroddsen to be paid $375 per hour and Yolanda Hoelscher to be paid $150 per hour. The firm will also be reimbursed for any necessary out-of-pocket expenses. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors other than Camino Energy Company are represented by: David R. Seligman, P.C., Esq. James H.M. Sprayregen, P.C., Esq. Sarah Hiltz Seewer, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 - and - Joshua A. Sussberg, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Counsel to Debtor Camino Energy Company is: David A. Agay, Esq. Joshua Gadharf, Esq. MCDONALD HOPKINS LLC 300 North LaSalle, Suite 2100 Chicago, IL 60654 Telephone: (312) 280-0111 Facsimile: (312) 280-8232 Perella Weinberg Partners, LP is acting as the Debtors' financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at PERKINS COIE LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. ELEPHANT TALK: Borrows EUR2 Million From Bernard Moncarey --------------------------------------------------------- Elephant Talk Communications Corp. issued a convertible note to Bernard Moncarey, due July 2, 2014, pursuant to which the Company borrowed a principal amount of EUR2,000,000 at an interest rate of 10 percent per annum. At any time after Aug. 17, 2013, the Convertible Note is convertible, in whole or in part, at the option of the Investor, into a number of shares of Common Stock, par value $0.00001, of the Company equal to the quotient of the outstanding balance under the Convertible Note by $0.887. The Convertible Note also contains default provisions, including provisions for potential acceleration of the Convertible Note. The Company has received the funds for the Convertible Note and intends to use the proceeds from the Convertible Note and any issuance of shares under the Warrant primarily for working capital. In conjunction with the issuance of the Convertible Note, on Aug. 17, 2013, the Company issued a warrant to the Investor to purchase 1,000,000 shares of restricted common stock. The Warrant is exercisable at any time on or after Feb. 17, 2013, at a price of $0.887 per share for a term of five years. The transaction is expected to be completed as soon as possible, subject to approval of the Company's listing application with NYSE MKT. On Aug. 17, 2013, in connection with the issuance of the Convertible Note and the Warrant, the Company also issued letters of extension to certain investors holding warrants issued previously by the Company to purchase shares of Common Stock of the Company. Pursuant to the Extensions, the expiration date of the Old Warrants has been extended for a period of two years from the original expiration date of the Old Warrants. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at March 31, 2013, showed $34.47 million in total assets, $18.29 million in total liabilities, and $16.18 million in total stockholders' equity. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. END OF THE ROAD: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: End of the Road LLC 575 Pine Place P.O. Box 731 East Marion, NY 11939 Bankruptcy Case No.: 13-74457 Chapter 11 Petition Date: August 28, 2013 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Alan S. Trust Debtor's Counsel: Marc A. Pergament, Esq. WEINBERG GROSS & PERGAMENT, LLP 400 Garden City Plaza Garden City, NY 11530 Tel: (516) 877-2424 E-mail: mpergament@wgplaw.com Scheduled Assets: $1,500,000 Scheduled Liabilities: $2,121,806 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/nyeb13-74457.pdf The petition was signed by Maureen Mooney, member. ENERGYSOLUTIONS INC: Incurs $57.2 Million Net Loss in 2nd Quarter ----------------------------------------------------------------- EnergySolutions, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $57.23 million on $411.03 million of revenue for the three months ended June 30, 2013, as compared with net income of $5.40 million on $392.62 million of revenue for the same period during the prior year. For the six months ended June 30, 2013, the Company reported a net loss of $65.43 million on $937.24 million of revenue, as compared with net income of $4.74 million on $883.31 million of revenue for the same period a year ago. EnergySolutions reported net income of $3.92 million in 2012, as compared with a net loss of $193.64 million in 2011. The Company's balance sheet at June 30, 2013, showed $2.44 billion in total assets, $2.21 billion in total liabilities and $233.08 million in total equity. A copy of the Form 10-Q is available for free at: http://is.gd/h2sDKN About EnergySolutions Salt Lake City, Utah-based EnergySolutions offers customers a full range of integrated services and solutions, including nuclear operations, characterization, decommissioning, decontamination, site closure, transportation, nuclear materials management, the safe, secure disposition of nuclear waste, and research and engineering services across the fuel cycle. Bankruptcy Warning "Our senior secured credit facility contains financial covenants requiring us to maintain specified maximum leverage and minimum cash interest coverage ratios. The results of our future operations may not allow us to meet these covenants, or may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. "Our failure to comply with obligations under our senior secured credit facility, including satisfaction of the financial ratios, would result in an event of default under the facilities. A default, if not cured or waived, would prohibit us from obtaining further loans under our senior secured credit facility and permit the lenders thereunder to accelerate payment of their loans and not renew the letters of credit which support our bonding obligations. If we are not current in our bonding obligations, we may be in breach of our contracts with our customers, which generally require bonding. In addition, we would be unable to bid or be awarded new contracts that required bonding. If our debt is accelerated, we currently would not have funds available to pay the accelerated debt and may not have the ability to refinance the accelerated debt on terms favorable to us or at all particularly in light of the tightening of lending standards as a result of the ongoing financial crisis. If we could not repay or refinance the accelerated debt, we would be insolvent and could seek to file for bankruptcy protection. Any such default, acceleration or insolvency would likely have a material adverse effect on the market value of our common stock," the Company said in its annual report for the year ended Dec. 31, 2012. * * * As reported in the Jan. 9, 2013 edition of the TCR, Standard & Poor's Ratings Services placed its ratings, including its 'B' corporate credit rating, on EnergySolutions on CreditWatch with developing implications. "The CreditWatch placement follows EnergySolutions' announcement that it has entered into a definitive agreement to be acquired by a subsidiary of Energy Capital Partners II," said Standard & Poor's credit analyst Jim Siahaan. EnergySolutions is permitted to engage in discussions with other suitors, which may include other financial sponsors or strategic buyers. EOS PETRO: Incurs $2.7-Mil. Net Loss in Second Quarter ------------------------------------------------------ Eos Petro, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $2.7 million on $196,776 of revenues for the three months ended June 30, 2013, compared with a net loss of $646,761 on $nil revenue for the same period last year. "Interest expense for the three months ended June 30, 2013, and 2012, was $1,865,865 and $270,284, respectively." The Company reported a net loss of $3.4 million on $220,754 of revenues for the six months ended June 30, 2013, compared with a net loss of $945,999 on $16,474 of revenues for the comparable period of 2012. "Interest expense for the six months ended June 30, 2013, and 2012, was $1,926,953 and $399,076, respectively." The Company's balance sheet at June 30, 2013, showed $1.6 million in total assets, $3.8 million in total liabilities, and a stockholders' deficit of $2.2 million. "The Company has a limited operating history on which to base an evaluation of its current business and future prospects. As of June 30, 2013, the Company had a stockholders' deficit of $2,205,549, and for the six months ended June 30, 2013, reported a net loss of $3,426,102 and negative cash flows from operating activities of $1,101,351." The Company's independent registered public accounting firm, in its report on the Company's 2012 consolidated financial statements, has raised substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at http://is.gd/wCe3cq Los Angeles-based Eos Petro, Inc., formerly Cellteck, Inc., is presently focused on the exploration, development, mining, operation and management of medium-scale oil and gas assets. EVERGREEN OIL: Plan Confirmation Hearing Continued to Sept. 12 -------------------------------------------------------------- The Bankruptcy Court approved a stipulation continuing until Sept. 12, 2013, the hearing to consider confirmation of Evergreen Oil Inc.'s Third Amended Joint Plan of Reorganization dated July 29, 2013. As reported in the Troubled Company Reporter on Aug. 13, 2013, the Debtors proposed the Third Amended Plan for the resolution of outstanding claims against and interests in the Debtors. The Plan will establish a reserve or reserves to ensure payment of any claims in accordance with the terms of the Plan that arose in whole or in part prior to the Effective Date but that are allowed and payable after the Effective Date. The Debtors will establish the creditor fund which will consist of the cash necessary to make payments required to be made on the Effective Date, and will be obtained from the proceeds and the cash recovered by the estates with respect to retained claims, but excluding proceeds related to insurance claim and avoidance actions. Copies of the Plan are available for free at http://bankrupt.com/misc/EVERGREEN_OIL_plan3.pdf http://bankrupt.com/misc/EVERGREENOIL_plan.pdf About Evergreen Oil Headquartered in Irvine, California, with facilities located in Newark and Carson, California, Evergreen Oil Inc. is one of the largest waste oil collectors in California, and the only oil re-refining operation in California. Founded in 1984, EOI is also a major provider of hazardous waste services, offering customers across California a full range of environmental services to handle all of their waste management needs. Evergreen Oil and its parent, Evergreen Environmental Holdings, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos. 13-13163 and 13-13168) on April 9, 2013, in Santa Ana California. The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate counsel effective; and Cappello Capital Corp. as exclusive investment banker. The Debtors disclosed $83,739,748 in assets and $89,302,759 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors is represented by Alan I. Nahmias, Esq., at Mirman, Bubman & Nahmias, LLP represents the Committee. Bank of the West is represented by William B. Freeman, Esq., at Katten Muchin Rosenman LLP. EXCEL MARITIME: Court Rebuffs Creditors' Bid to File Rival Plan --------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that unsecured creditors lost a bid to propose a competing restructuring plan for Excel Maritime Carriers Ltd., setting the stage for a November court fight over the company's proposed Chapter 11 plan, which keeps the current owners in charge. 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. EXCEL MARITIME: Panel Pushes for Termination of Exclusive Periods ----------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Excel Maritime Carriers LTD., et al., maintains that the U.S. Bankruptcy Court for the Southern District of New York should terminate the Debtors' exclusive plan filing and solicitation periods and overrule the objections to its termination request. The Debtors and Senior Lenders to the Debtors assert that there is no basis to terminate the exclusive periods and that even though the Ivory Shipping Transaction is an integral part of the reorganization plan and the Debtors' overall restructuring, it is somehow immunized from having to comply with the Bankruptcy Code and applicable Supreme Court precedent including the market test requirement. The Debtors and the Senior Lenders also assert that the Committee has made insufficient progress on a competing equity investment and on an alternative plan to warrant termination of the exclusive periods, and terminating exclusivity will delay the plan process and materially increase expense. On behalf of the Committee, Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, argues: "These cases cannot afford to be held hostage to the Debtors' pre-petition self serving decisions and should not be forced to bear the consequences of the Debtors' inappropriate pre- and post-petition conduct. If the Debtors' projections are accurate, these cases will have one opportunity to pursue confirmation of a plan. Based on the infirmities contained in the Debtors' Plan and the fact that the Committee is prepared to file a confirmable plan, terminating exclusivity will move these cases forward materially." Moreover, Mr. Stamer argues that no matter how the Debtors document or describe it, the Ivory Shipping Transaction, whose consummation is both a means of the Plan's implementation and a condition precedent to the Plan's effective date, will occur under the Plan. "There is no question that the controlling shareholders, who not only own the vast majority of the Debtors' equity, but are also officers, directors and members of the Debtors' board, controlled the exclusive right to determine who would ultimately receive the equity of reorganized Excel. Therefore, the Debtors must market test the value of the equity of reorganized Excel. In light of the conduct of the Debtors and the Controlling Shareholders to date and the Debtors' asserted looming cash shortage, the only practical way to proceed now is to allow for competing plans." The Committee also proposes to retain as counsel Sean E. O'Donnell, Esq., and Sunish Gulati, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York; and Sarah Link Schultz, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in Dallas, Texas. 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. FORT NORFOLK: Case Summary & 4 Unsecured Creditors -------------------------------------------------- Debtor: Fort Norfolk, LLC 273 Granby Street, Suite 300 Norfolk, VA 23510 Bankruptcy Case No.: 13-73188 Chapter 11 Petition Date: August 28, 2013 Court: U.S. Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Stephen C. St. John Debtor's Counsel: Kelly Megan Barnhart, Esq. ROUSSOS, LASSITER, GLANZER & BARNHART 580 E. Main Street, Suite 300 P.O. Box 3127 Norfolk, VA 23514-3127 Tel: (757) 622-9005 Fax: (757) 624-9257 E-mail: barnhart@rlglegal.com - and ? Robert V. Roussos, Esq. ROUSSOS, LASSITER, GLANZER & BARNHART P.O. Box 3127 Norfolk, VA 23514 Tel: (757) 622-9005 Fax: (757) 624-9257 E-mail: roussos@rlglegal.com Scheduled Assets: $800,000 Scheduled Liabilities: $1,048,568 A copy of the Company's list of its largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/vaeb13-73188.pdf The petition was signed by Robert F. Wright, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- 421 Granby LLC 13-72933 08/06/13 426 Granby Street, LLC 13-73089 08/21/13 d/b/a 426 Granby, LLC FREESEAS INC: Issues 1.3MM Add'l Settlement Shares to Hanover ------------------------------------------------------------- FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC, 1,300,000 additional settlement shares pursuant to the terms of the Settlement Agreement approved by the Supreme Court of the State of New York, County of New York, on June 25, 2013, in the matter entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 651950/2013. Hanover commenced the Action against the Company on May 31, 2013, to recover an aggregate of $5,331,011 of past-due accounts payable of the Company, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. Pursuant to the terms of the Settlement Agreement approved by the Order, on June 26, 2013, the Company issued and delivered to Hanover 890,000 shares of the Company's common stock, $0.001 par value, and between July 2, 2013, and Aug. 20, 2013, the Company issued and delivered to Hanover an aggregate of 16,708,000 additional settlement shares. A copy of the Form 6-K is available for free at: http://is.gd/fwIocN About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed US$114.35 million in total assets, $106.55 million in total liabilities and US$7.80 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. FRESH START: Incurs $155K Net Loss in Second Quarter ---------------------------------------------------- Fresh Start Private Management, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $154,936 on $499,951 of sales for the three months ended June 30, 2013, compared with a net loss of $438,537 on $179,209 of sales for the same period last year. For the six months ended June 30, 2013, the Company had a net loss of $209,580 on $887,160 of sales, compared with a net loss of $457,378 on $440,092 of sales for the same period of 2012. The Company's balance sheet at June 30, 2013, showed $5.8 million in total assets, $2.9 million in total current liabilities, and stockholders' equity of $2.9 million. "The Company has incurred significant recurring losses which have resulted in an accumulated deficit of $1,808,171, working capital deficiency of $1,103,692 at June 30, 2013, and negative cash flows from operations of $111,683 for the six months ended June 30, 2013, which raises substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/KzLXsO Fresh Start Private Management, Inc., through its wholly owned subsidiary, is an alcohol rehabilitation and treatment center headquartered in Santa Ana, California. The Company's alcohol rehabilitation program consists of a Naltrexone implant that is placed under the skin in the lower abdomen coupled with life counseling sessions from specialized counselors. GENERAL MOTORS: Fitch Affirms 'BB+' Issuer Default Ratings ---------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of General Motors Company (GM) and its General Motors Holdings LLC (GM Holdings) subsidiary at 'BB+'. Fitch has also upgraded the IDR of General Motors Financial Company, Inc. (GMF), GM's captive finance subsidiary, to 'BB+' from 'BB'. Fitch has revised the Rating Outlooks for GM and GM Holdings to Positive from Stable. GMF's ratings have been removed from Rating Watch Positive and revised to Rating Outlook Positive. In addition, Fitch has affirmed GM Holdings' secured revolving credit facility rating at 'BBB-' and GM's Series B preferred stock rating at 'BB-'. GMF's senior unsecured rating has been upgraded to 'BB+' from 'BB'. In addition, Fitch has upgraded the long-term IDR and affirmed the short-term IDR of GMAC Bank GmbH and affirmed the short-term IDR of GMAC (UK) Plc. following GMF's purchase of the entities during its acquisition of Ally Financial Inc.'s (Ally) international operations (IO). Key Rating Drivers GM's ratings are supported by the auto manufacturer's very low automotive leverage, strong liquidity position, continued positive free cash flow generating capability (excluding voluntary pension contributions), reduced pension obligations, and improved product portfolio. Importantly, since exiting bankruptcy four years ago, GM has kept its automotive debt level low while maintaining a high level of cash and credit facility availability, providing it with meaningful financial flexibility. GM's ratings are further supported by its position as one of the most geographically diverse global automakers, with a strong market presence in key developing markets, such as China, Southeast Asia and Latin America. The Positive Outlook on GM and GM Holdings reflects Fitch's expectation that a continued improvement in the company's operational performance, an increase in the profitability of its North American operations, a strengthening of its global product portfolio, and a stabilization in its European business could lead to an upgrade within the next 24 months. A further reduction in the company's substantial pension obligations would also support a positive rating action, as would a further increase in both market share and net pricing in its key global markets. Despite its strengthened financial position, GM still faces a number of challenges. The company continues to work on the restructuring of its global operations that it began after exiting its 2009 bankruptcy, and profitability, although much improved over the past four years, has yet to attain the levels of its strongest competitors. Over the longer term, GM's focus on improving the efficiency of its business, including manufacturing operations, product development, information technology and business services, should yield meaningful improvements in profitability. However, in the near term, this restructuring risks temporarily adding incremental cost and complexity to the business. Other challenges include turning around the company's loss-making operations in Europe, reducing the size of its significant pension liabilities, and meeting the requirements of tightening global emissions, fuel economy and safety regulations. GM's cash position (including cash equivalents and marketable securities) declined over the past year as the company used approximately $5.5 billion to repurchase a portion of the U.S. Treasury's equity stake and another $2.3 billion in connection with transferring its U.S. salaried pension plan to a group annuity contract. The company also used $1.4 billion to redeem GM Korea's outstanding preferred shares and made a $1.3 billion equity injection into GMF to help fund the financial subsidiary's acquisition of certain non-U.S. operations of Ally Financial. Despite this cash usage, GM's cash position remained relatively strong at $24 billion as of June 30, 2013. Total liquidity, including $10.6 billion in availability on the company's primary revolvers, totaled $35 billion. Free cash flow (calculated by Fitch as automotive cash from operations less capital expenditures and preferred dividends) was a use of $193 million in the 12 months ended June 30, 2013, largely as a result of the aforementioned pension actions. For the full year 2013, Fitch expects free cash flow to be positive, despite capital spending running near the 2012 level of $8 billion. Over the next few years, Fitch expects GM's free cash flow to grow, even as the company's focus on investing in new products keeps capital spending elevated by historical standards. GM's profitability, though much improved in the post-recession period, remains lower than many of its primary competitors. Fitch's calculated EBITDA margin was only 6.1% in the first half of 2013, and the free cash flow margin was 0.9%. Although both figures reflect higher structural costs tied to new product roll- outs, as well as losses in Europe, they nonetheless are lower than the margins of many of GM's competitors in the same period. In North America, GM's EBIT-adjusted margin (based on the company's figures), a proxy for its operating margin, was 7.3% in the first half of 2013, also on the lower end of the industry. Fitch expects GM's margins, both in North America and globally, will improve as it continues to focus on improving operational efficiency, as well as reducing losses in Europe. A sustained increase in margins relative to the company's competitors would be a factor for a potential future upgrade. GM's low automotive leverage remains a key driver of the company's ratings and outlook. As of June 30, 2013, leverage (automotive debt/Fitch-calculated EBITDA) was only 0.5x, and FFO adjusted leverage was only 1x. GM ended the second quarter with $4 billion in automotive debt, primarily comprised of various bank borrowings, private note placements and capital leases. The majority of GM's consolidated automotive debt is outside the U.S. and non-recourse to the parent company. GM's low leverage is an important contributor to the company's financial flexibility. As noted, the significant restructuring needed to end years of losses in Europe remains a challenge for GM. However, the company appears to have gained traction over the past year in its efforts to increase profitability in the region. In April 2013, the company announced that its Bochum, Germany, plant will close in late 2014 after workers rejected an agreement that would have kept the plant open until 2016. Closing Bochum earlier than planned will allow GM to realize the benefits sooner, although it will require some incremental spending to move production of the Opel Zafira from Bochum to Ruesselsheim, Germany. GM's alliance with PSA Peugeot Citroen continues to move forward, with the companies still targeting annual benefits of about $1 billion each once the alliance is fully underway, most likely after 2016. China remains a key element of GM's long-term growth strategy and a meaningful source of cash for the company. Including joint venture sales, China is GM's largest market by unit volume, and the company is the largest auto manufacturer in the Chinese market. GM receives between $1 billion and $2 billion in cash dividends from its Chinese joint ventures annually. Although Chinese industry growth has slowed from the very high pace seen several years ago, secular growth is expected to continue driving industry sales higher over the long term, and GM remains well positioned to take advantage of these trends. GM's Shanghai GM joint venture recently began construction of a $1.3 billion Cadillac plant in the country, further demonstrating the importance of the market the company's long-term strategy. As of year-end 2012, GM's global pension plans (including certain unfunded non-U.S. plans) were underfunded by $28 billion, with about half of that in the U.S. Despite transferring most of its U.S. salaried pension obligations to a group annuity in 2012, the funded status of GM's U.S. plans improved by only $188 million versus year end 2011. The relatively minor improvement in the funded status was due to a decline in the discount rate used to measure the remaining plans' projected benefit obligations. For the U.S. plans, the company used a discount rate of 3.59% versus 4.15% in 2011, and for the non-U.S. plans, the discount rate declined to 3.7% in 2012 from 4.5% in 2011. However, Fitch expects the recent rise in long-term interest rates, if they hold through year end, will drive a significant improvement in the funded status of the plans when they are re-measured at the-end of 2013. The equalization of GMF's ratings with those of its parent, GM, reflects Fitch's view that GMF is a 'core' subsidiary to its parent. This is based on actual and potential support provided to GMF from GM, as well as the increased amount of GMF revenue that comes from GM following the close of the majority of the acquisition of Ally's IO. GM agreed to inject $2 billion of cash into GMF, of which $1.3 billion has already been provided, in order to ensure an appropriate pro forma capital structure following the close of the IO acquisition. In addition, GM increased its inter-company credit facility to $1.5 billion from $300 million to ensure adequate funding for the IO acquisition, then, subsequent to the May 2013 senior unsecured note issuance, the line was reduced to $600 million in June 2013. GM also made GMF a co-borrower on its bank facility and increased and extended the tax sharing agreement between the two entities. The ratings of GMF also reflect its established market position in the auto finance space, seasoned management team, strong asset quality, enhanced liquidity profile, demonstrated funding flexibility and favorable leverage relative to other rated captive finance companies. GMF's asset quality continues to be strong, but credit performance is expected to begin to normalize during 2013 due to normalizing credit performance, weaker seasonal trends in the second half of 2013, and an overall shift in the portfolio vintage. This decline will be partially offset by the increase in prime receivables from the IO acquisition, which will result in an overall improved credit profile. GMF's liquidity profile was enhanced by the upsizing of two of its North American warehouse facilities, the increase of its inter- company credit facility with GM, the establishment of a North American floor plan facility during the first half of 2013 and the acquisition of international facilities through the IO purchase. Total liquidity at June 30, 2013, was $4.1 billion compared to $2.9 billion at year-end 2012, growing commensurately with increased organic growth, the IO acquisition and debt issuance. GMF has accessed the unsecured markets twice since June 30, 2012, issuing $3.5 billion in senior unsecured notes. Fitch believes the company's access to the public unsecured market affords it greater funding flexibility and expects unsecured debt as a percentage of total debt will increase going forward. GMF's leverage, as measured by debt to tangible equity was 4.8x at June 30, 2013, compared to 3.3x at Dec. 31, 2012, and 3.0x a year earlier as an increase in debt outstanding was partially offset by a growing equity base, given solid profitability trends. GMF has historically targeted a long-term leverage ratio, as measured by earning assets to tangible net worth, of 6.0x to 8.0x. While the company has historically operated well below its target, Fitch expects GMF to operate within its targeted range following the close of the IO acquisition. Fitch is comfortable with the increase in leverage given the improvement in asset quality as a result of the shift in portfolio mix. GM Holdings' senior secured revolving credit facility is rated 'BBB-', one notch above the subsidiary's IDR of 'BB+', to reflect the substantial collateral coverage backing the facility, including most of the company's hard assets in the U.S. According to Fitch's notching criteria, 'BBB-' is the highest rating possible for a security of an issuer with an IDR of 'BB+'. GM's Series B preferred stock rating of 'BB-' is two notches below GM's IDR of 'BB+', reflecting its relatively low priority position in a distressed scenario. Rating Sensitivities The Positive Outlook suggests that Fitch could upgrade GM's ratings within the next 24 months if current trends in the company's operating profile continue as expected. Specifically, Fitch will look for the company to increase its margin performance on a sustained basis, particularly in the key North American market. This will likely require the company to continue increasing pricing and reducing operating costs while holding market share steady. Fitch will also look for the company to further stabilize the financial performance of its European operations. A further improvement in the funded status of the company's pension plans would also contribute to an upgrade. Fitch notes that a future assignment of an investment-grade IDR to GM and its subsidiaries will require further conviction on the agency's part that the company's operating and financial profiles are sufficiently robust to withstand the numerous secular and cyclical pressures present within the global auto industry. Fitch's ratings are based on an issuer's expected performance through the economic cycle, so an assignment of investment-grade ratings to GM would be based upon Fitch's expectation that the company's liquidity profile, cost structure and free cash flow generating potential are sufficient to sustain an investment-grade credit profile even in a period of severe economic stress. Although the Positive Outlook suggests a negative rating action is not expected within the next 24 months, Fitch could consider a negative action on an unexpected material decline in GM's financial or operational performance. A significant downturn that drives GM's total liquidity below $25 billion for an extended period or a poor market reception to the company's new vehicles could lead to a negative rating action. Likewise, a significant increase in the company's long-term automotive debt, could also lead to a negative rating action. GMF's Positive Outlook is linked to that of its parent. However, a negative rating action could be driven by a change in the perceived relationship between the parent and subsidiary, such as if Fitch believed that GMF had become less core to the parent's strategic operations or adequate financial support was not provided in a time of crisis. Additionally, the recognition of consistent operating losses, a material increase in leverage, and/or deterioration in the company's liquidity profile could also yield negative rating action. Positive rating momentum at GMF will be limited by Fitch's view of GM's credit profile. Fitch cannot envision a scenario where the captive would be rated higher than its parent. Fitch has taken the following rating actions: GM -- Long-term IDR affirmed at 'BB+'; -- Preferred stock rating affirmed at 'BB-'; -- Outlook revised to Positive from Stable. GM Holdings -- Long-term IDR affirmed at 'BB+'; -- Secured revolving credit facility affirmed at 'BBB-'; -- Outlook revised to Positive from Stable. GMF -- Long-term IDR upgraded to 'BB+' from 'BB'; -- Short-term IDR assigned at 'B'; -- Senior unsecured rating upgraded to 'BB+' from 'BB'; -- Ratings removed from Rating Watch Positive; -- Outlook Positive. GMAC Bank GmbH -- Long-term IDR upgraded to 'BB+' from 'BB-'; -- Senior unsecured upgraded to 'BB+' to 'BB-'; -- Short-term IDR affirmed at 'B'; -- Commercial paper affirmed at 'B'; -- Outlook Positive. GMAC (UK) Plc -- Short-term IDR affirmed at 'B'; -- Short-term debt affirmed at 'B'. GENESEE & WYOMING: S&P Keeps BB- CCR & Alters Outlook to Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on U.S.- based Genesee & Wyoming Inc., including the 'BB-' corporate credit rating. At the same time, S&P revised the outlook to positive from stable. "The ratings on Genesee & Wyoming reflect the company's capital intensity and acquisitive growth strategy," said credit analyst Anita Ogbara. Partially offsetting these weaknesses are the company's sizeable market position--it operates the largest network of individual short-line and regional railroads--end- market, commodity, customer, and geographic diversity; and its participation in the relatively stable North American freight railroad industry. Genesee & Wyoming operates about 15,100 miles of track through a portfolio of 111 individual railroads in 37 states and three Canadian provinces. The company also operates in Australia, The Netherlands, and Belgium. Standard & Poor's characterizes the company's business risk profile as "fair," its financial risk profile as "aggressive," and its liquidity as "adequate." S&P bases its current ratings on the expectation that the company will continue to integrate RailAmerica Inc.'s portfolio of short- line railroads (Genesee & Wyoming completed this acquisition in December 2012) and generate cost savings from reduced overhead and administrative expenses. Based on the amortizing debt in the capital structure, S&P also expects moderate debt reduction over the next few years. Over the next few quarters, S&P expects Genesee & Wyoming's credit ratios to improve, resulting in funds from operations (FFO) to total debt in the low-20% area, debt to EBITDA of about 3.5x-4.0x, and debt to capital in the 50%-55% range. S&P expects overall railroad volumes (as measured by seven-day carloads) to be up modestly, in the low-single-digit percent area in 2013. S&P believes increased intermodal, automotive, metals, and petroleum-related traffic will partially offset volume declines in agricultural products. S&P also expects pricing increases in the low-single-digit percent area. Genesee & Wyoming's individual railroads are in most regions across the U.S., and most railroads connect with at least one Class 1 (large) railroad--typically, these short-lines are the only rail transportation directly serving its customers. Competition, which varies significantly by lane and commodity type, is primarily from trucks and, to a lesser extent, barges. Many short-line railroads were once branch lines of larger Class 1 railroads, which sold them following industry deregulation in 1980. This was because the Class 1 railroads determined that their cost structures and the relatively light traffic on these short lines made profitable operation unlikely. Genesee & Wyoming's operations have a lower and more flexible cost structure than Class 1 railroads because of the company's mostly nonunion workforce. However, Genesee & Wyoming has somewhat less pricing power than its large Class 1 railroad counterparts, and greater exposure to rapidly rising fuel prices due to longer lags in fuel recovery mechanisms such as surcharges. For the six months ended June 30, 2013, Genesee & Wyoming's operating ratio (operating expenses, including depreciation as a percentage of operating revenues) lagged those of its Class 1 peers, at 73.2%, better (that is, lower) than the 75.6% during the comparable period in 2012. As a result of cost reductions over the next few quarters, S&P expects this ratio to decline (and thus improve) slightly to around 72%, which is comparable to the Class 1 railroads. S&P considers the company's current credit measures acceptable for the ratings; however, it do expect further improvement following integration of the acquisition. Pro forma for the acquisition, S&P expects full-year lease-adjusted FFO to debt to be in the mid-20% range and debt to EBITDA to be in the 3.0x-3.5x area over the next 12-18 months. The outlook is positive. S&P expects Genesee & Wyoming's credit metrics to continue to benefit from the successful integration of RailAmerica's operations, as well as its amortizing debt. S&P bases its current ratings on the expectation that the company will generate cost savings from reduced overhead and administrative expenses. Currently, reported credit metrics are understated due to the timing of the RailAmerica acquisition. Pro forma for the acquisition, S&P expects full-year FFO to debt to be in the mid- 20% area over the next 12-18 months. S&P could raise the ratings if earnings improvement results in FFO to total debt in the upper-20% area on a sustained basis. S&P could revise the outlook to stable if a significant debt- financed acquisition or earnings deterioration results in FFO to total debt falling into the low-20% range on a sustained basis. GIGGLE N HUGS: Incurs $321K Net Loss in Second Quarter ------------------------------------------------------ Giggle N Hugs, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $321,373 on $662,484 of revenue for the three months ended June 30, 2013, compared with a net loss of $271,111 on $313,064 of revenue for the same period last year. The Company reported a net loss of $596,023 on $1.0 million of revenue for the six months ended June 30, 2013, compared with a net loss of $1.6 million on $641,874 of revenue for the comparable period of 2012. "During the period ended June 30, 2012, we incurred employee stock-based compensation expenses of $1,100,883 from the issuances of employee incentive stock options." The Company's balance sheet at June 30, 2013, showed $2.1 million in total assets, $2.0 million in total liabilities, and stockholders' equity of $111,037. "The Company has recently sustained operating losses and has an accumulated deficit of $3,867,056 at June 30, 2013. In addition, the Company has negative working capital of $593,706 at June 30, 2013. "The Company has and will continue to use significant capital to grow and acquire market share. These factors raise substantial doubt about the ability of the Company to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/2fmvDE Los Angeles, Calif.-based Giggle N Hugs, Inc., is a family- friendly restaurant with play areas for children 10 years and younger. The restaurant also features daily live entertainment and shows. Currently, Giggles owns and operates one restaurant in the Westfield Mall in Century City, California and a second restaurant in the Westfield Mall in Topanga, California. In the future, the Company plans to open a number of its Giggles N Hugs themed restaurants in high end malls throughout the country, including an upcoming location in Glendale, California. GK ACQUISITIONS: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: GK Acquisitions, Inc. c/o Roger P. Croteau, Esq. Registered Agent 9120 West Post Road, Suite 100 Las Vegas, NV 89148 Bankruptcy Case No.: 13-17478 Chapter 11 Petition Date: August 29, 2013 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Laurel E. Davis Debtor's Counsel: Roger P. Croteau, Esq. 9120 West Post Road, Suite 100 Las Vegas, NV 89148 Tel: (702) 254-7775 Fax: (702) 228-7719 E-mail: croteaulaw@croteaulaw.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 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nvb13-17478.pdf The petition was signed by Robert Lannon, president. GRANDPARENTS.COM INC: Incurs $2.1-Mil. Net Loss in Second Quarter ----------------------------------------------------------------- Grandparents.com, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $2.1 million on $134,154 of advertising revenue for the three months ended June 30, 2013, compared with a net loss of $1.8 million of $87,341 of advertising revenue for the same period last year. The Company reported a net loss of $4.9 million on $257,013 of advertising revenue for the six months ended June 30, 2013, compared with a net loss of $6.3 million on $154,135 of advertising revenue for the comparable period of 2012. The Company had had no transaction costs for the three months ended June 30, 2013, or for the comparable period in 2012. Likewise, the Company had no transaction costs for the six months ended June 30, 2013. The Company incurred $2,924,592 in transaction costs for the six months ended June 30, 2012, due to the issuance of warrants to the Company's investment banking advisor in connection with the Asset Contribution Transaction with Grandparents.com, LLC, now known as GP.com Holding Company, LLC. The Company's balance sheet at June 30, 2013, showed $4.7 million in total assets, $4.5 million in total liabilities, and stockholders' equity of $202,441. "As shown in the accompanying condensed consolidated financial statements, the Company has incurred a net loss of approximately $4.9 million and used approximately $1.6 million in cash for operating activities during the six-month period ended June 30, 2013. Without additional capital from existing or outside investors or further financing, the Company's ability to continue to implement its business plan may be limited. T hese conditions raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/mQOnlS New York-based Grandparents.com, Inc., together with its consolidated subsidiaries, is a family-oriented social media company that through its website, www.grandparents.com, serves the age 50+ demographic market. The website offers activities, discussion groups, expert advice and newsletters that enrich the lives of grandparents by providing tools to foster connections among grandparents, parents, and grandchildren. GREAT CHINA INTERNATIONAL: Reports $43,000 Net Income in 2nd Qtr. ----------------------------------------------------------------- Great China International Holdings, Inc., filed its quarterly report on Form 10-Q, reporting net income of $42,694 on $2.3 million of total revenues for the three months ended June 30, 2013, compared with a net loss of $664,492 on $1.9 million of revenues for the same period last year. For the six months ended June 30, 2013, the Company had a net loss of $905,317 on $4.0 million of total revenues, compared with a net loss of $1.3 million on $3.6 million of total revenues for the same period of 2012. The Company's balance sheet at June 30, 2013, showed $59.4 million in total assets, $34.9 million in total current liabilities, and stockholders' equity of $24.5 million. "The Company has a working capital deficit of $21,463,914 and $28,109,045 as of June 30, 2013, and Dec. 31, 2012, respectively. As the Company has limited cash flow from operations, its ability to maintain normal operations is dependent upon obtaining adequate cash to finance its overhead, sales and marketing activities. Additionally, in order for the Company to meet its financial obligations, including salaries, debt service and operations, it has maintained substantial short term bank loans that have historically been renewed each year. The Company's ability to meet its cash requirements for the next twelve months largely depends on the bank loans that involve interest expense requirements that reduce the amount of cash we have for our operations. These factors raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/VPUHst About Great China International Shenyang, P.R.C.-based Great China International Holdings, Inc., was incorporated in the State of Nevada on Dec. 4, 1987, under the name of Quantus Capital, Inc. The Company, through its various indirect subsidiaries, has been engaged for more than 20 years in commercial and residential real estate investment, development, sales and/or management in the city of Shenyang, Liaoning Province, in the People's Republic of China. * * * Kabani & Company, Inc., in Los Angeles, California, expressed substantial doubt about Great China International's ability to continue as a going concern, following its report on the Company's consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a working capital deficit of $28.1 million and $27.6 million as of Dec. 31, 2012, and 2011, respectively, and in addition, the Company has negative cash flow for each of the two years in the period ended Dec. 31, 2012, of $366,882 and $3.3 million respectively. GREENFIELD REDEVELOPMENT: S&P Downgrades TABs Rating to 'BB' ------------------------------------------------------------ Standard & Poor's Ratings Services has lowered its long-term rating and underlying rating (SPUR) on Greenfield Redevelopment Agency, Calif.'s tax allocation bonds to 'BB' from 'BB+'. The outlook is stable. "The downgrade is due to the agency's further assessed value declines and annual debt service coverage of less than 1.0x," said Standard & Poor's credit analyst Michael Stock. The ratings reflect S&P's opinion of: -- A large cumulative decline in total project area assessed value of about 48% since fiscal 2008; and -- The project area's fiscal 2013 maximum annual debt service (MADS) coverage of 0.88x. Mitigants include S&P's view of the fact that the bonds have a cash-funded debt service reserve. The stable outlook reflects S&P's expectation that AV has stabilized and that further bond redemptions will continue to decrease debt service requirements. If AV continues to decline at a pace much quicker than bond redemptions can lower debt service requirements, S&P could lower the rating. If either the bond buyback or increase in AV stabilizes MADS above 1x coverage, S&P could raise the rating. GREENHUNTER RESOURCES: Incurs $537K Net Loss in Second Quarter -------------------------------------------------------------- GreenHunter Resources, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $537,128 on $8.9 million of revenues for the three months ended June 30, 2013, compared with a net loss of $700,838 on $4.2 million of revenues for the same period last year. The Company reported a net loss of $8.0 million on $17.5 million of revenues for the six months ended June 30, 2013, compared with a net loss of $1.4 million on $6.4 million of revenues for the comparable period of 2012. The Company's balance sheet at June 30, 2013, showed $47.8 million in total assets, $28.7 million in total liabilities, and stockholders' equity of $19.1 million. "As of June 30, 2013, we had a working capital deficit of $9.1 million which includes $2.5 million related to earlier construction activities at our Mesquite Lake Biomass Plant that are non-recourse to the parent company, GreenHunter Resources, Inc. "We have continued to experience losses from ongoing operations. This raises substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/lq8kxh Grapevine, Texas-based GreenHunter Resources, Inc. (NYSE MKT: GRH and GRH.PRC) is a diversified water resource, waste management and environmental services company specializing in the unconventional oil and natural gas shale resource plays. HAMPTON LAKE: Court Approves Extended Cash Collateral Budget ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of South Carolina approved Hampton Lake, LLC extended final cash collateral budget to include $277,746 the Debtor volunteered to pay Crimson Portfolio, LLC and SABAL Financial Group, L.P., lender, pursuant to the Court's order denying the lender's motion to compel the Debtor to pay consideration for releases. The Debtor will pay any additional funds subsequently ordered by the Court. Moreover, by not objecting to the Extended Budget, Lender does not waive any rights to enforce any prior non- compliance with the terms of the final cash collateral order. A copy of the extended budget is available for free at http://bankrupt.com/misc/HAMPTONLAKE_cashcollbudget_order.pdf As reported in the Troubled Company Reporter on June 18, 2013, the Court granted the Debtor permission to use cash collateral of the lender solely for the purpose of funding the ordinary and necessary costs of operating and maintaining its business limited in kind and amount to the total expenses set forth in the budget. As reported by the TCR on May 1, 2013, the Debtor sought approval from the Court to use cash collateral on which Crimson -- through its authorized agent SABAL -- asserts security interests and liens. Crimson asserts a $19.4 million claim, secured by a perfected first priority mortgage on the Debtor's property. The Debtor said the use of cash collateral is necessary for the continued operation of its business. The Debtor needs to pay operational expenses like payroll, utilities, and insurance. As adequate protection for any diminution of the cash collateral, the lender is granted a postpetition replacement lien and security interest in the postpetition cash collateral to the same extent and priority as its prepetition liens in and to the cash collateral as well as replacement liens, up to the diminution in value of any Lender collateral, on any and all other property that may be acquired by the Debtor postpetition with such replacement liens to have the same rank and priority as Lender's prepetition liens. About Hampton Lake Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston, South Carolina, on April 29, 2013. G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr., Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor. The Debtor operates the Hampton Lake Subdivision in Bluffton, South Carolina. The Debtor disclosed $23.4 million in total assets and $48.4 million in liabilities in its schedules. The Debtor has a Chapter 11 plan that contemplates selling the remaining 235 lots over the next three years to generate cash covering payments to creditors under the plan. The plan calls for paying about 88.5 percent of the first-lien debt by selling out the project in the next three years. The noteholders are slated for an 8.75 percent recovery. The Court will convene a hearing on Sept. 17, 2013, to consider confirmation of the Plan. The Court approved the Disclosure Statement on June 24, 2013. The Office Committee of Unsecured Creditors is represented by J. Ronald Jones, Jr., Esq., at Clawson And Staubes, LLC, as counsel. HAYDEL PROPERTIES: Confirms First Amended Plan of Reorganization ---------------------------------------------------------------- Haydel Properties LP won confirmation of its First Amended Plan of Reorganization. The Debtor related that objections filed by BancorpSouth Bank, BancorpSouth Mortgage Center; The Peoples Bank of Biloxi, Mississippi; and Hancock Bankall were resolved by agreement and the parties voted to accept the Plan. As reported in the Troubled Company Reporter on July 3, 2013, the Court approved the First Amended Disclosure Statement dated Feb. 21, 2013, explaining the Debtor's Plan. The Court also approved the changes by agreement with the objecting parties, People's Bank and BancorpSouth Bank. A copy of changes to the confirmed Plan is available for free at http://bankrupt.com/misc/HAYDELPROPERTIES-ds-order.pdf As reported by the TCR on April 24, 2013, BancorpSouth Bank and The Peoples Bank, in Biloxi, Mississippi, objected to the approval of the first amended disclosure statement for Haydel's proposed Chapter 11 Plan. As reported by the TCR on April 4, the Plan was conceived by management as an alternative to the more drastic measures available for restructuring the Company's debt, such as total liquidation of equipment and properties. The Debtor will continue to operate the rental business and market numerous parcels of real property. A part of the Debtor's plan is the intent to sell a number of parcels of real property owned by the Debtor. The Debtor has entered into a listing agreement with Jonathan Bell of Cameron Bell Properties and Coldwell Banker Aphonso Realty to lease or sell multiple parcels of real property. The Debtor has said there are sufficient funds to make the repairs on the downtown Gulfport building and repairs to a parcel on Eisenhower Drive. The Debtor believes that the Plan is feasible. If there be unexpected expenses and there be a shortfall in income, the equity security holders will make capital contributions to cover any shortfall. A copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/HAYDEL_PROPERTIES_ds_1amended.pdf About Haydel Properties LP Haydel Properties LP, based in Biloxi, Mississippi, filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012. Judge Katharine M. Samson presides over the case. Christy Pickering serves as accountant. The Debtor disclosed $11.7 million in assets and $6.8 million in liabilities as of the Chapter 11 filing. Patrick A. Sheehan, Esq.; and Robert Gambrell, Esq., at Gambrell & Associates, PLLC represent the Debtor in its restructuring effort. HOWREY LLP: Firms Unite to Fight Unfinished Business Suits ---------------------------------------------------------- Sara Randazzo, writing for The Am Law Daily, reported that two- and-a-half years after Howrey's March 2011 dissolution scattered the firm's partnership across the legal universe, some of those former colleagues have reunited to fight what they view as a common foe?the defunct firm's Chapter 11 bankruptcy trustee, Allan Diamond. According to the report, last week, six firms?including Pillsbury Winthrop Shaw Pittman; Ropes & Gray; and Shearman & Sterling?filed a joint defense motion in response to suits Diamond filed against each of them earlier this year in U.S. bankruptcy court in San Francisco. In the suits, Diamond seeks the return of money from client matters that Howrey partners took with them to their new professional homes in the months prior to their former firm's collapse. Based on the hotly contested legal precedent established through the 1984 California case known as Jewel v. Boxer, the suits claim the Howrey estate has an ownership right over work started before the firm dissolved. For the most part, the firms where former Howrey partners landed disagree, the report related. "Clients are not property," says Nancy Newman, a partner at Hanson Bridgett in San Francisco who represents Chicago's Neal, Gerber & Eisenberg, one of the firms that has signed on to the joint defense, the report added. "We agree with all the other counsel; it's not appropriate to apply this doctrine in this context." In a 75-page memo filed on Aug. 26 supporting the group's motion to dismiss the suits, the firms, a group that also includes Kasowitz Benson Torres & Friedman and Kilpatrick Townsend & Stockton, argue that because nearly all of the ex-Howrey partners at the six firms in question left before the defunct firm voted to dissolve, "the unfinished business doctrine does not apply here," the report further related. The firms also say that California's Jewel shouldn't apply because Howrey was formed as a partnership under District of Columbia law. The motion argues that "the District of Columbia imposes affirmative obligations on lawyers to place the needs of their clients first . . . even at the expense of the firm's profits" and that if enforced, the unfinished business rule could encourage partners in future law firm dissolutions "to abandon unfinished client work knowing that no new law firm would accept a matter only to have to disgorge all profits earned as a result of the new firm's work." About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Cal. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March 2011. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June 2011 at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq., a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by Bradford F. Englander, Esq., at Whiteford, Taylor And Preston LLP. In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. INDUSTRIAL SERVICES: Incurs $1.2-Mil. Net Loss in Second Quarter ---------------------------------------------------------------- Industrial Services of America, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.2 million on $40.1 million of total revenue for the three months ended June 30, 2013, compared with a net loss of $1.2 million on $49.9 million of total revenue for the same period last year. For the six months ended June 30, 2013, the Company had a net loss of $1.4 million on $74.9 million of total revenue, compared with a net loss of $1.2 million on $111.5 million of total revenue for the same period of 2012. The Company's balance sheet at June 30, 2013, showed $61.2 million in total assets, $31.2 million in total current liabilities, and stockholders' equity of $30.0 million. As of June 30, 2013, the Company is not in compliance with all loan covenants in its senior debt credit agreement and its senior lender has the right to accelerate the Company's obligations at any time. "We do not have sufficient cash resources to pay the amount that would become payable in the event of an acceleration of the senior indebtedness, and even if we are able to obtain additional financing, we may not be able to obtain an amount sufficient to repay the senior indebtedness in full. Our recurring losses from operations and current obligations raise substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/AKwRul Louisville, Ky.-based Industrial Services of America, Inc. (NASDAQ: IDSA) is a publicly traded company whose core business is buying, processing and marketing scrap metals and recyclable materials for domestic users and export markets. Additionally, ISA offers commercial, industrial and business customers a variety of programs and equipment to manage waste. More information about ISA is available at http://www.isa-inc.com/ INSPIREMD INC: Presenting at Rodman Conference on Sept. 10 ---------------------------------------------------------- Alan Milinazzo, president and chief executive officer of InspireMD, will present at the 15th Annual Rodman & Renshaw Global Investment Conference at the Millennium Broadway Hotel in New York City, September 10th. The Company will present at 2:50 pm ET in Room 7.03, 7th Floor. Investors unable to attend the Rodman conference may listen in to the webcast, which can be found on the Investors section of the Company's Web site at www.inspire-md.com/site_en/for-investors/. The webcast will be available for 90 days following the presentation. On Thursday, September 12th, Mr. Milinazzo will present at the Stifel Annual Healthcare Conference at the Four Seasons Hotel in Boston, Massachusetts. The Company will present at 3:50 pm ET in the Winthrop room. Investors attending the conferences who wish to meet with InspireMD management for one-on-one meetings are encouraged to contact their Rodman and Stifel representatives directly or InspireMD Investor Relations at InspireMD@kcsa.com. A copy of the materials presented at both conferences will be available on the InspireMD investor relations website at www.InspireMD.com. About InspireMD InspireMD, Inc., was organized in the State of Delaware on Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the acquisition, exploration and development of natural resource properties. On March 28, 2011, the Company changed its name from "Saguaro Resources, Inc." to "InspireMD, Inc." Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical device company focusing on the development and commercialization of its proprietary stent platform technology, Mguard. MGuard provides embolic protection in stenting procedures by placing a micron mesh sleeve over a stent. The Company's initial products are marketed for use mainly in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). InspireMD reported a net loss of US$17.59 million on US$5.35 million of revenue for the year ended June 30, 2012, compared with a net loss of US$6.17 million on US$4.67 million of revenue during the prior year. For the nine months ended March 31, 2013, the Company incurred a net loss of $14.31 million on $3.37 million of revenues. The Company's balance sheet at March 31, 2013, showed $9.79 million in total assets, $13.20 million in total liabilities, and a $3.40 million total capital deficiency. Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has had recurring losses, negative cash flows from operating activities and has significant future commitments that raise substantial doubt about its ability to continue as a going concern. The Company said the following statement in its quarterly report for the period ended Dec. 31, 2012: "The Company has had recurring losses and negative cash flows from operating activities and has significant future commitments. For the six months ended December 31, 2012, the Company had losses of approximately $9.4 million and negative cash flows from operating activities of approximately $5.8 million. The Company's management believes that its financial resources as of December 31, 2012 should enable it to continue funding the negative cash flows from operating activities through the three months ended September 30, 2013. Furthermore, commencing October 2013, the Company's senior secured convertible debentures (the "2012 Convertible Debentures") are subject to a non-contingent redemption option that could require the Company to make a payment of $13.3 million, including accrued interest. Since the Company expects to continue incurring negative cash flows from operations and in light of the cash requirement in connection with the 2012 Convertible Debentures, there is substantial doubt about the Company's ability to continue operating as a going concern. These financial statements include no adjustments of the values of assets and liabilities and the classification thereof, if any, that will apply if the Company is unable to continue operating as a going concern." INTERFAITH MEDICAL: Public Advocate Opposes Hospital Closure Plan ----------------------------------------------------------------- Bill de Blasio, individually and in his capacity as the public advocate for the City of New York, objects to Interfaith Medical Center, Inc.'s move to close its hospital and certain affiliated outpatient clinics and practices. Mr. de Blasio, represented by Edward E. Neiger, Esq. -- eneiger@askllp.com -- at ASK LLP, in New York, states, "such closures, if they were to occur, will be disastrous to the community, as access to health care in Brooklyn will be severely compromised, many jobs will be lost, and the lives of many New Yorkers will be put directly at risk." Mr. de Blasio asks the U.S. Bankruptcy Court for the Eastern District of New York to deny the Debtor's plan. Mr. Neiger further argues that the Debtor has a responsibility to protect the public interest while in Chapter 11, and cannot use the Bankruptcy Code to evade those responsibilities by attempting to effectuate closure of a critical medical facility like IMC under the auspices of general Bankruptcy Code statutes. Moreover, Mr. de Blasio seeks permission from the Court to file a New York Supreme Court action against the New York State Department of Health, The Dormitory Authority of the State of New York, and the heads of each of those state agencies to, among other things, enjoin DASNY from cutting off funding to IMC and terminating the Debtor's right to use its cash collateral. About Interfaith Medical Center Headquartered in Brooklyn, New York, Interfaith Medical Center, Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford- Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. The Company filed for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed $111,872,972 in assets and $193,540,998 in liabilities as of the Chapter 11 filing. Liabilities include $117.9 million owing to the New York State Dormitory Authority on bonds secured by the assets. Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as bankruptcy counsel to the Debtor. Nixon Peabody LLP is the special corporate and healthcare counsel. CohnReznick LLP serves as financial advisor. Donlin, Recano & Company, Inc. serves as administrative agent. The Official Committee of Unsecured Creditors tapped Alston & Bird LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as its financial advisor. Eric M. Huebscher, the patient care ombudsman, tapped the law firm of DiConza Traurig LLP, as his counsel. INTERFAITH MEDICAL: Seeks Extension of Exclusive Periods -------------------------------------------------------- Interfaith Medical Center, Inc., asks the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusive period to file a plan through and including Nov. 11, 2013, and exclusive period to solicit acceptances of that plan through and including Jan. 13, 2014. According to Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, in New York, the Debtor is seeking an extension of the exclusive periods to ensure that estate assets are not dissipated by numerous creditors pursuing their own restructuring scenarios and that resolution of the Chapter 11 case is not unduly delayed. Mr. Lipkin says the Debtor expects to file a plan well within the requested extension. A hearing on the extension request will be on Sept. 11, 2013 at 10:00 a.m. (Eastern Time). Objections are due Sept. 3. The Debtor is also represented by Shaunna D. Jones, Esq., and Richard J. Kurdziel, Esq., at WILLKIE FARR & GALLAGHER LLP, in New York. About Interfaith Medical Center Headquartered in Brooklyn, New York, Interfaith Medical Center, Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford- Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. The Company filed for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed $111,872,972 in assets and $193,540,998 in liabilities as of the Chapter 11 filing. Liabilities include $117.9 million owing to the New York State Dormitory Authority on bonds secured by the assets. Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as bankruptcy counsel to the Debtor. Nixon Peabody LLP is the special corporate and healthcare counsel. CohnReznick LLP serves as financial advisor. Donlin, Recano & Company, Inc. serves as administrative agent. The Official Committee of Unsecured Creditors tapped Alston & Bird LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as its financial advisor. Eric M. Huebscher, the patient care ombudsman, tapped the law firm of DiConza Traurig LLP, as his counsel. INTERFAITH MEDICAL: IM Foundation Wants Exclusivity Terminated -------------------------------------------------------------- IM Foundation, Inc., asks the U.S. Bankruptcy Court for the Eastern District of New York to terminate the exclusive periods of Interfaith Medical Centers, Inc., to allow it to file an alternative plan for the Debtor. According to Charles E. Simpson, Esq. -- csimpson@windelsmarx.com -- at Windels Marx Lane & Mittendorf, LLP, in New York, IM Foundation has retained the noted healthcare workout and restructuring firm of Alvarez & Marsal Healthcare Industry Group, LLC, to analyze IMC's operations and finances, and has substantially completed analysis and a draft plan which provides, which: (i) retains behavioral health and crisis services, while coordinating ambulatory with an ambulatory care partner; (ii) develops a leasing model for healthcare services such as a skilled nursing facility, physical rehabilitation, long-term acute care, healthcare education and other education; (iii) supports community primary care access; and (iv) transitions ambulatory care operations to a federally qualified health center which will assume grants, contracts and continue clinical and AIDS housing programs. IMF is ready, willing and able to file the Foundation Reorganization Plan with a Disclosure Statement and engage in the disclosure statement approval/plan confirmation process, Mr. Simpson tells the Court. If IMF is permitted to file and obtain acceptance of the Foundation Reorganization Plan, the Plan will create a facility which will provide vital healthcare to an underserved community and continued employment and support for the many people and businesses that depend on it for their health and livelihood, Mr. Simpson adds. Debtor Responds The Debtor states: "The Foundation's Motion seeks unjustified relief terminating IMC's exclusive periods based on mischaracterization and omission of key facts. By distorting the nature of IMC's Closure Motion, which actually contemplates a transformation rather than closure of IMC, the Foundation argues IMC no longer seeks to preserve the maximum possible amount of healthcare services for IMC's community. In fact, IMC is seeking to do exactly that by working cooperatively with the New York State Department of Health and the Dormitory Authority of the State of New York so that many of IMC's operations, including clinics and IMC's urgent care center, will survive in IMC's community, IMC's other operations might continue in the community, and IMC's main facility will be repurposed to provide healthcare services for IMC's community. The Foundation's plan, even if feasible, would do no more as the Foundation also would close IMC's ER and terminate outpatient care." The Debtor is represented by Alan J. Lipkin, Esq., Shaunna D. Jones, Esq., and Richard J. Kurdziel, Esq., at WILLKIE FARR & GALLAGHER LLP, in New York. About Interfaith Medical Center Headquartered in Brooklyn, New York, Interfaith Medical Center, Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford- Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. The Company filed for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed $111,872,972 in assets and $193,540,998 in liabilities as of the Chapter 11 filing. Liabilities include $117.9 million owing to the New York State Dormitory Authority on bonds secured by the assets. Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as bankruptcy counsel to the Debtor. Nixon Peabody LLP is the special corporate and healthcare counsel. CohnReznick LLP serves as financial advisor. Donlin, Recano & Company, Inc. serves as administrative agent. The Official Committee of Unsecured Creditors tapped Alston & Bird LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as its financial advisor. Eric M. Huebscher, the patient care ombudsman, tapped the law firm of DiConza Traurig LLP, as his counsel. JERRY'S NUGGET: U.S. Bank Balks at Plan Witness and Exhibit List ---------------------------------------------------------------- Jerry's Nugget, Inc., and Spartan Gaming LLC, submitted to the U.S. Bankruptcy Court for the District of Nevada their amended liquidation analysis replacing the liquidation analysis previously filed in relation to the Disclosure Statement for the Second Amended Joint Plan of Reorganization. A copy of the supplement is available for free at: http://bankrupt.com/misc/JERRYS_NUGGET_ds_amended.pdf As reported in the Troubled Company Reporter on July 23, 2013, the Debtors' Plan generally provides for the repayment of claims against the Debtors: (i) Allowed Secured Claims will be paid in full with interest; (ii) Allowed Priority Claims will be paid in full with interests; (iii) Allowed Administrative Convenience Claims will be paid in full; and (iv) Allowed General Unsecured Claims will be paid their Pro Rata portion of $2,500,000, which will be funded by Debtors' ongoing operations and the $400,000 or greater contribution from the Stamis Trusts. Existing Equity Securities in JNI and Spartan Gaming will be canceled and 100% of the Reorganized Debtors' stock and membership issued to the Stamis Trusts. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/JERRYS_NUGGET_ds.pdf Secured creditor U.S. Bank National Association objected to the Debtors' first amended witness and exhibit list for the confirmation hearing on the Debtors' Second Amended Joint Plan. U.S. Bank reserves the right to supplement, modify or withdraw any of the objections made. A copy objection is available for free at http://bankrupt.com/misc/JERRYS_NUGGET_ds_obj.pdf Lenard Schwartzer, Esq. -- lschwartzer@s-mlaw.com -- at Schwartzer & McPherson Law Firm; and Annette W. Jarvis, Esq. -- jarvis.annette@dorsey.com -- at Dorsey & Whitney LLP represent U.S. Bank National Association. About Jerry's Nugget and Spartan Gaming Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting of approximately 87,187 square feet of building area and 24,511 square fee of casino floor space with approximately 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area and a small live pit. Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in Las Vegas, Vegas, on Aug. 13, 2012. Jerry's Nugget, owned by the Stamis family, has a 9.1-acre casino property in North Las Vegas. The property consists of 87,187 square feet of building area and 24,511 square feet of casino floor space, with 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area, and a small live pit. There are two restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite. Net revenues totaled $22.5 million, including $15.3 million in gaming revenue, in the year ended Dec. 31, 2011. Spartan Gaming owns 12 parcels of real property in Nevada. Two of the parcels provide parking access for Jerry's Nugget. Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon, Esq., at Gordon Silver represent the Debtors. Jerry's Nugget estimated assets and debts of $10 million to $50 million. Jerry's Nugget said its current going concern value is at least $8 million. Spartan Gaming estimated $1 million to $10 million in assets and debts. The petitions were signed by Jeremy Stamis, president. In its schedules, Jerry's Nugget disclosed $12,378,944 in assets and $10,771,442 in liabilities as of the Petition Date. The Debtors' Plan generally provides for the repayment of claims against the Debtors as: (i) Allowed Secured Claims will be paid in full with interest; (ii) Allowed Priority Claims will be paid in full with interests; (iii) Allowed Administrative Convenience Claims will be paid in full; and (iv) Allowed General Unsecured Claims will be paid their pro rata portion of $2,500,000, which will be funded by Debtors' ongoing operations and the $400,000 or greater contribution from the Stamis Trusts. Existing Equity Securities in JNI and Spartan Gaming will be canceled and 100 percent of the Reorganized Debtors' stock and membership issued to the Stamis Trusts. The Bankruptcy Court approved on June 28, 2013, the amended disclosure statement describing the Debtors' Joint Plan. The hearing to confirm the Plan was scheduled for Aug. 26, 2013, at 9:30 a.m. The law firm of Dorsey & Whitney represents US Bank; Morris Law Group and H3 Law represent CRE; The Schwartz Law Firm represent The George Stamis Family Trust, George Stamis and Effie Stamis. JEMD REALTY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: JEMD Realty, LLC 1412 E. Pembroke Avenue Hampton, VA 23663 Bankruptcy Case No.: 13-51392 Chapter 11 Petition Date: August 29, 2013 Court: United States Bankruptcy Court Eastern District of Virginia (Newport News) Judge: Stephen C. St. John Debtor's Counsel: Karen M. Crowley, Esq. CROWLEY, LIBERATORE, RYAN & BROGAN, P.C. Town Point Center, Suite 300 150 Boush Street Norfolk, VA 23510 Tel: (757) 333-4500 Fax: (757) 333-4501 E-mail: kcrowley@clrbfirm.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/vaeb13-51392.pdf The petition was signed by John Wilson, manager. LABOR SMART: Incurs $762K Net Loss in Second Quarter ---------------------------------------------------- Labor Smart, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $761,593 on $4.0 million of revenues for the three months ended June 30, 2013, compared with a net loss of $8,252 on $1.7 million of revenues for the same period last year. For the six months ended June 30, 2013, the Company had a net loss of $1.4 million on $6.5 million of revenues, compared with net income of $26,516 on $2.9 million of revenues for the same period of 2012. The Company's balance sheet at June 30, 2013, showed $2.3 million in total assets, $2.8 million in total liabilities, and a stockholders' deficit of $509,695. "The Company requires capital for its contemplated operational and marketing activities. The Company's ability to raise additional capital through the future issuances of common stock is unknown. Accordingly, the Company has an accumulated deficit of $1,881,533 at June 30, 2013. The obtainment of additional financing and increasingly profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/sEAlV7 Hiram, Ga.-based Labor Smart, Inc., was incorporated in the State of Nevada on May 31, 2011. The Company is a provider of temporary employees to the construction, manufacturing, hospitality, restoration and retail industries. At June 30, 2013, the Company was operating 14 branches located in 9 states. LADY BIRD: Case Summary & 4 Unsecured Creditors ----------------------------------------------- Debtor: Lady Bird Entourage Liberty L.L.C. 645 Front Street #1910 San Diego, CA 92101 Bankruptcy Case No.: 13-08585 Chapter 11 Petition Date: August 28, 2013 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Louise DeCarl Adler Debtor's Counsel: Kenneth C. Noorigian, Esq. 1357 Seventh Avenue, # B San Diego, CA 92101 Tel: (619) 446-7021 E-mail: kcnlaw@noorigian.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/casb13-08585.pdf The petition was signed by Shazad Bernejian, member. LADY BUG: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Lady Bug Corporation aka The Lady Bug Corporation 115 West Court Square McMinnville, TN 37110-2504 Bankruptcy Case No.: 13-14295 Chapter 11 Petition Date: August 29, 2013 Court: United States Bankruptcy Court Eastern District of Tennessee (Winchester) Judge: Shelley D. Rucker Debtor's Counsel: Robert S. Peters, Esq. SWAFFORD, PETERS, PRIEST & HALL 120 North Jefferson Street Winchester, TN 37398 Tel: (931) 967-3888 Fax: (931) 967-2172 E-mail: rspeters@spphlaw.com Scheduled Assets: $1,603,800 Scheduled Liabilities: $582,933 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Suzanne Hillis, president. LBI MEDIA: S&P Lowers Corporate Credit Rating to 'SD' ----------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Burbank, Calif.-based LBI Media Holdings Inc. to 'SD' from 'CCC'. "The rating action follows the company's announcement that it has initiated an exchange transaction for about $11 million outstanding of its 11% senior discount notes," said Standard & Poor's credit analyst Minesh Patel. Under S&P's criteria, it considers debt exchanges of highly leveraged issuers as tantamount to a default. The exchange transaction is not a significant deleveraging event. S&P will reassess the corporate credit rating on further review of the exchange documents and business trends. It is S&P's preliminary expectation that it would not raise the corporate credit rating higher than the 'CCC' category following the exchange based on the company's excessively high debt leverage and discretionary cash flow deficits. LIGHTSQUARED INC: Shouldn't Run Bankruptcy Auction, Lenders Say --------------------------------------------------------------- Tiffany Kary, writing for Bloomberg News, reported that Philip Falcone's LightSquared Inc. shouldn't be allowed to run its own bankruptcy auction, a group of lenders said, citing depleted cash, a changing industry and a controlling shareholder who wants to block the sale. According to the report, the lenders, a trustee or an independent committee should conduct the planned asset auction, the lenders said in a filing on Aug. 29 in U.S. Bankruptcy Court in Manhattan. Since the Chapter 11 case began, LightSquared's cash has dwindled by $125 million to about $61 million, Steve Zelin of financial adviser Blackstone Group LP said in support of the lenders. "I have significant concern as to the LP Debtors' ability to run a fair and competitive auction," Zelin said, the report related. A lawsuit filed by Falcone's investment company, Harbinger Capital Partners LLC, against Charlie Ergen and his Dish Network Corp. shows Falcone wants to keep control of LightSquared, Zelin said, the report further related. A Dish unit has offered $2.22 billion in cash for LightSquared's assets. Lenders have said that the offer, valued at as much as $3.5 billion including assumption of contracts, should be the auction's leading bid. Industry dynamics also have changed, leaving LightSquared with fewer strategic options than it had at the outset of its case, Zelin said, the report added. He cited purchases of spectrum by AT&T Inc., Sprint Corp. and T-Mobile US Inc. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LON MORRIS: Sues Former Leader for Mismanagement ------------------------------------------------ Katy Stech, writing for DBR Small Cap, reported that a year after Lon Morris College in Texas closed its doors, college officials have filed a lawsuit against former President Miles McCall, accusing him of failing to collect tuition payments, misspending donated money and borrowing money for a costly expansion that led to the collapse of the 159-year-old liberal arts school. About Lon Morris College Lon Morris College was founded in 1854 as a not-for-profit religiously affiliated two-year degree granting institution. Over the past 158 years, the College has impacted the lives of countless members of the local Jacksonville community in Texas. Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough endowments to pay teachers, vendors and creditors. In May 2012, the Debtor missed two payrolls and vendor payables, utilities, and long term debt were also past due. From a headcount of 1,070 in 2010, enrolments have been down to 547 in 2012. The president of the College has resigned, as have members of the board of trustees. Judge Bill Parker oversees the case. Bridgepoint Consulting LLC's Dawn Ragan took over management of the College as chief restructuring officer. Attorneys at Webb and Associates, and McKool Smith P.C., serve as counsel to the Debtor. Capstone Partners serves as financial advisor. According to its books, on April 30, 2012, the College had roughly $35 million in assets, including $11 million in endowments and restricted funds, and $18 million in funded debt and $2 million in trade and other liabilities. The Debtor disclosed $29,957,488 in assets and $15,999,058 in liabilities as of the Chapter 11 filing. Amegy Bank is represented in the case by James Matthew Vaughn, Esq., at Porter Hedges LLP. The college has a Chapter 11 plan on file to be funded by a sale of the properties. The bankruptcy judge entered an order confirming the Plan in February 2013 and simultaneously approved the sale of the assets to several buyers for a combined $2.2 million. LONGVIEW POWER: Power Plant Operator Files for Bankruptcy --------------------------------------------------------- Longview Power LLC along with affiliates, including Mepco Holdings, LLC and its affiliates, commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 13-12211) on Aug. 30. Both Longview and Mepco intend to operate their businesses as they continue to negotiate a chapter 11 plan with their lenders to de- risk their balance sheet. Longview Power, majority-owned by First Reserve Corp, a private investment firm, listed liabilities and assets of more than $1 billion, a court filing showed. When able to operate at full capacity, Longview's 700 megawatt supercritical coal fired power generation facility is one of the most efficient coal-fired power plants in the country and has one of the lowest air emissions profiles of any such power plant. Construction failures and defects have prevented the power plant from operating reliably at its designed capacity. Longview's Mepco affiliate and its predecessors have engaged in coal mining and processing operations in and around West Virginia for more than 50 years. Currently, Mepco owns or operates three active underground coal mines and one active surface mine located in northern West Virginia and southwestern Pennsylvania. "After careful consideration of available alternatives, the Company determined that filing for Chapter 11 was a necessary and prudent step that allows us to strengthen and operate our businesses without interruption while continuing to restructure the Company's balance sheet," said Jeffery Keffer, CEO of Longview Power. "The Company has been in consensual negotiations with our senior lenders toward a Chapter 11 plan to maximize value; those negotiations remain ongoing. We remain confident that the Company and our lenders will reach an agreement on the terms of a Chapter 11 plan in the near term." "I want to make clear that we will continue to conduct business as usual and our operations and employees will not be affected by the Chapter 11 filing," Jim Laurita, Jr., CEO of Mepco added. "We will continue to provide our customers with the level of service they have come to expect from this great company and its employees. This is the best option the Company has to negotiate its balance sheet with the Company's lenders." The Company has filed customary, so-called "first day" motions to ensure the Company obtains the benefits of the Chapter 11 filing and continues to operate its business in the ordinary course and without interruption. The Company expects that these motions will be heard by the Court immediately after Labor Day and will continue to operate in the ordinary course in the meantime. Employees should expect that all payroll and benefits will continue as they have without interruption. The Company has engaged Lazard as its investment banker and Alvarez & Marsal North America, LLC as its restructuring advisor. The Company is represented by Kirkland & Ellis LLP, as primary restructuring counsel, and Dentons US LLP for all issues related to Longview's pending arbitration proceedings. First Reserve's $1-Bil. Investment Patrick Fitzgerald and Emily Glazer, writing for The Wall Street Journal, reports that First Reserve Corp., a $23 billion energy- focused private equity firm based in Greenwich, Conn., pumped about $1 billion in equity into the $2 billion project, according to court filings. Longview Power owes lenders, led by Citigroup, about $1.2 billion, including $557 million of debt that matures in February 2014. WSJ reports the bankruptcy filing was prompted by the interest payment due to lenders on Friday. Failure to pay would have caused a default under the company's credit pact, said Jeffery Keffer, chief executive of Longview Power, in court papers. WSJ notes legal and financial advisers had been working on an out- of-court restructuring with lenders for months, but it was a slow path because creditors were diverse and widely held, including power holders and European banks, a person familiar with the matter said. There was also a lot of trading during the attempted restructuring because creditors didn't want to take writedowns, this person said. The report also notes Judge Brendan Linehan Shannon, who has been assigned the case, has scheduled a hearing on the companies' first-day requests for Sept. 3. Reuters reports that Longview, a U.S. power plant operator, aims to restructure its debts to gain financial and operational flexibility. About Longview Power Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. The company has engaged Lazard Ltd as its investment banker and Alvarez & Marsal North America LLC as its restructuring advisor. Longview is represented by Kirkland & Ellis LLP, as primary restructuring counsel, and Dentons US LLP for all issues related to company's pending arbitration proceedings. LONGVIEW POWER: Case Summary & 50 Largest Unsecured Creditors ------------------------------------------------------------- Entities that separately filed Chapter 11 petitions: Debtor Case Number ------ ----------- Longview Power, LLC 13-12211 966 Crafts Run Road Maidsville, WV 26541 Alternate Energy, LLC 13-12212 Border Energy, LLC 13-12213 Coresco, LLC 13-12214 Dana Mining Company of Pennsylvania, LLC 13-12215 Dana Mining Company, LLC 13-12216 Longview Intermediate Holdings C, LLC 13-12217 Mepco Conveyor, LLC 13-12218 Mepco Holdings, LLC 13-12219 Mepco Intermediate Holdings A, LLC 13-12220 Mepco Intermediate Holdings, LLC 13-12221 Mepco, LLC 13-12222 Shannopin Materials LLC 13-12223 Chapter 11 Petition Date: August 30, 2013 Court: U.S. Bankruptcy Court District of Delaware Judge: Hon. Brendan Linehan Shannon Debtors' Counsel: Richard M. Cieri, Esq. Paul M. Basta, P.C., Esq. Ray C. Schrock, P.C., Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Tel: (212) 446-4800 Fax: (212) 446-4900 - and - Ryan Preston Dahl, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: ryan.dahl@kirkland.com - and - Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Zachary I. Shapiro, Esq. Amanda R. Steele, Esq. Marisa A. Terranova, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 North King Street, P.O. Box 551 Wilmington, DE 19801 Tel: 302-651-7700 Fax: 302-651-7701 E-mail: shapiro@rlf.com steele@rlf.com terranova@rlf.com Debtors' Special Counsel: David A. Pisciotta, Esq. Scott E. Koerner, Esq. David Farrington Yates, Esq. Phillip R. White, Esq. David W. Kiefer, Esq. DENTONS US LLP 1221 Avenues of the Americas New York, NY 10020-1089 Tel: 212-768-6700 Fax: 212-768-6800 E-mail: david.pisciotta@dentons.com farrington.yates@dentons.com phil.white@dentons.com david.kiefer@dentons.com Debtors' Investment Bankers: LAZARD FRERES & COMPANY LLC Debtors' Restructuring Advisors: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Accountants: ERNST & YOUNG Debtors' Claims Agent: DONLIN, RECANO & CO., INC. 419 Park Avenue South, Ste. 1206 New York, NY 10016 Tel: 212-481-1411 Estimated Assets: More than $1 billion Estimated Debts: More than $1 billion The petitions were signed by Jeffery L. Keffer, the Company's Chief Executive Officer, President, Treasurer and Secretary. Consolidated List of Creditors Holding the 50 Largest Unsecured Claims: Entity Nature of Claim Amount of Claim ------ --------------- --------------- CONSOL ENERGY SALES COMPANY Trade Debt $791,285.94 1000 CONSOL ENERGY DRIVE CANONSBURG, PA 15317-6506 Tel: 724-485-4000 Fax: 724-485-4295 GMS MINE REPAIR & Trade Debt $334,526.82 MAINTENANCE PO BOX 2446 MT LAKE PARK MD 21550 ATTN: COURTLAND HELBIG Tel: 301-334-8186 Fax: 301-334-8698 Email: cjhelbig@gmsminerepair.com SHERIFF OF MONONGALIA Taxes $310,774.03 COUNTY TAX OFFICE 243 HIGH STREET MORGANTOWN, WV 26505-5492 Tel: 304-291-7244 Fax: 304-291-7245 Email: taxoffice@monsheriff.com BRICKSTREET MUTUAL Workers' $274,643.00 INSURANCE CO. Compensation PO BOX 11285 CHARLESTON, WV 25339-1285 Tel: 866-452-7425 Fax: 877-293-5513 FORQUER CONTRACTING LLC Trade Debt $142,900.00 Email: donforquer@aol.com AIRGAS SPECIALTY Trade Debt $139,128.00 PRODUCTS INCORPORATED Email: info@airgasspecialtyproducts.com STRATA SAFETY PRODUCTS LLC Trade Debt $128,000.00 Email: info@strataproducts.com GEC INC Trade Debt $120,567.50 Email: GECMelisa@aol.com APPALACHIAN TIRE PRODUCTS Trade Debt $107,819.11 Email: droby@apptire.com JAMES A REDDING COMPANY Trade Debt $105,711.50 Email: salesinfo@jamesaredding.com JOY MINING MACHINERY Trade Debt $89,996.02 Email: craig.fancher@joyglobal.com PIONEER CONVEYOR LLC Trade Debt $79,056.00 Email: info@pioneerconveyor.com MON POWER Trade Debt $70,839.74 Email: MP_Interconnection@firstenergycorp.com HEINTZMANN CORP. Trade Debt $63,624.00 IPFS CORPORATION Trade Debt $58,100.44 DOMINION HOPE Trade Debt $46,000.00 Email: roben.r.randolph@dom.com T L MARGROFF ENTERPRISES LLC Trade Debt $42,232.50 Email: tlmargroff@gmail.com IRVIN CONSTRUCTION Trade Debt $98,023.00 SERVICES INC Email: micheal@icsiworks.com FIDELITY SECURITY LIFE Insurance $39,723.64 C/O KEY BENEFIT ADMIN. INC. Email: info@fslins.com CINTAS CORPORATION 531 Trade Debt $38,741.99 Email: nationalserviceteam@cintas.com KESSEL LUMBER SUPPLY INC. Trade Debt $37,237.19 GSB PROCESS DIVISION OF Trade Debt $34,626.68 GSB INCORPORATED Email: Sales@GSBProcess.com ACTION ENVIRONMENTAL LLC Trade Debt $32,938.94 Email: svickers@action-resources.com TIP TOP INDUSTRIAL Trade Debt $32,410.00 SERVICE INC. Email: treese@rematiptop.com METSO MINERALS Trade Debt $32,200.00 DIAMOND TECHNICAL SERVICES Trade Debt $31,307.80 Email: contactdts@diamondtechnicalservices.com COGAR MANUFACTURING INC. Trade Debt $31,261.66 F/K/A COGAR MINE SUPPLY INC. Email: lcogar@cogarmineproducts.com MICON-VENTILATION SEALS Trade Debt $30,000.00 Email: info@miconmining.com HARSCO INFRASTRUCTURE Trade Debt $29,293.11 AMERICAS Email: info@harsco-i.us JL PRETZEL CONTRACTING LLC Trade Debt $26,132.78 GEORGE R SMALLEY COMPANY Trade Debt $25,312.40 Email: info@grsmalley.com FLOMIN COAL INC. Trade Debt $25,229.34 Email: info@flomin.com DIGGER?S CONSTRUCTION LLC Trade Debt $25,200.00 Email: tomdigging@aol.com INVISTA S.A.R.L. Trade Debt $23,007.60 Email: nancy.d.roberts@invista.com AMERIKOHL MINING Trade Debt $22,061.05 Email: info@amerikohl.com CONFLOW INC Trade Debt $21,252.30 Email: tyler@conflowusa.com ROCK DRILLERS NORTH INC. Trade Debt $20,422.00 MISSISSIPPI LIME COMPANY Trade Debt $20,000.00 Email: sales@mississippilime.com VERSITECH Trade Debt $19,790.64 Email: info@versitech.com APPLIED INDUSTRIAL Trade Debt $19,435.07 TECHNOLOGIES Email: SC0262@applied.com LEAK DETECTION Trade Debt $19,100.00 SERVICES INCORPORATED Email: contact@leakdetect.com RANDSTAD ENGINEERING Trade Debt $17,600.00 Email: re-jobs@randstadusa.com KELLY SURVEYING PLLC Trade Debt $16,295.00 PROENERGY SERVICES Trade Debt $15,575.00 Email: jstevens@proenergyservices.com JABO SUPPLY CORP. Trade Debt $15,370.00 Email: sales@jabosupply.com CATERPILLAR GLOBAL Trade Debt $15,074.40 MINING AMERICA LLC THRASHER GROUP INC. Trade Debt $15,000.00 Email: wthrasher@thrashereng.com KVAERNER NORTH Pending Unliquidated AMERICAN CONSTRUCTION INC. Arbitration Email: bernard.fedak@kvaerner.com SIEMENS POWER GENERATION Pending Unliquidated Arbitration Email: stephen.j.anderson@siemens.com FOSTER WHEELER Pending Unliquidated NORTH AMERICA CORP. Arbitration MEDIACOM LLC: Fitch Affirms, Withdraws Rating for Business Reasons ------------------------------------------------------------------ Fitch Ratings has affirmed and simultaneously withdrawn all of its ratings on Mediacom LLC (LLC) and Mediacom Broadband LLC (Broadband) and their respective subsidiaries as follows: Mediacom LLC -- IDR at 'B+'; -- Senior unsecured at 'B/RR5'. Mediacom Illinois LLC Mediacom Arizona LLC Mediacom Indiana LLC Mediacom California LLC Mediacom Minnesota LLC Mediacom Delaware LLC Mediacom Wisconsin LLC Mediacom Southeast LLC Mediacom Iowa LLC Zylstra Communications Corporation -- IDR at 'B+'; -- Senior secured at 'BB+/RR1'. Mediacom Broadband LLC -- IDR at 'B+'; -- Senior unsecured 'B/RR5'. MCC Georgia, LLC MCC Illinois, LLC MCC Iowa, LLC MCC Missouri, LLC -- IDR at 'B+'; -- Senior secured at 'BB+/RR1'. The Rating Outlook was previously Stable. Fitch has withdrawn the aforementioned ratings for business reasons. The ratings are no longer relevant to the agency's coverage. METRO FUEL: Sept. 12 Hearing on Exclusivity, Case Conversion Bids ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York continued until Sept. 12, 2013, at 4 p.m., the status conferences on requests for: 1. extension of Metro Fuel Oil Corp., et al.'s exclusivity to file and solicit acceptances for the chapter 11 plan; 2. the Official Committee of Unsecured Creditors' standing motion/motion to extend challenge period; 3. New York Commercial Bank's motion for conversion and stay relief to enforce rights against property of the Debtors and collect indebtedness owed by the Debtors. As reported in the Troubled Company Reporter on June 26, 2013, NYCB has filed an amended motion, seeking conversion of the Debtors' chapter 11 cases to cases under chapter 7. NYCB said that after a long, expensive and disappointing sale process, which yielded far less than what the Debtors projected at the outset of these cases, and which cost millions of dollars, the Debtors' estates have been left administratively insolvent, with no viable method of exit other than conversion to chapter 7. About Metro Fuel Metro Fuel Oil Corp., is a family-owned energy company, founded in 1942, that supplies and delivers bioheat, biodiesel, heating oil, central air conditioning units, ultra low sulfur diesel fuel, natural gas and gasoline throughout the New York City metropolitan area and Long Island. Owned by the Pullo family, Metro has 55 delivery trucks and a 10 million-gallon fuel terminal in Brooklyn. Financial problems resulted in part from cost overruns in building an almost-complete biodiesel plant with capacity of producing 110 million gallons a year. Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown Realty Associates, Inc., and several of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No. 12-46913) on Sept. 27, 2012. Judge Elizabeth S. Stong presides over the case. Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the Debtor. The Debtor selected Epiq Bankruptcy Solutions LLC as notice and claims agent. Th Debtor tapped Carl Marks Advisory Group LLC as financial advisor and investment banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC as crisis managers for the Debtors, and appoint David Johnston as their chief restructuring officer. The petition showed assets of $65.1 million and debt totaling $79.3 million. Liabilities include $58.8 million in secured debt, with $48.3 million owing to banks and $10.5 million on secured industrial development bonds. Metro Terminals Corp., affiliate of Metro Fuel Oil Corp., disclosed $38,613,483 in assets and $71,374,410 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed seven-member creditors committee. Kelley Drye & Warren LLP represents the Committee. The Committee tapped FTI Consulting, Inc. as its financial advisor. On Feb. 15, 2013, the Bankruptcy Court entered an order approving the sale of substantially all of the assets of the Debtors to United Refining Energy Corp., for base purchase price of $27,000,000, subject to adjustments. MERGE HEALTHCARE: Weak Demands Prompts Moody's to Lower CFR to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded the debt ratings of Merge Healthcare Incorporated. The Corporate Family and Senior Secured ratings were downgraded to B3 from B2 and the Probability of Default rating was downgraded to B3-PD from B2-PD. Moody's affirmed the SGL-3 Speculative Grade Liquidity rating. The ratings outlook remains stable. Ratings Rationale: "We expect weak demand for Merge's medical imaging products and services until late 2014, when phase 2 of the federal electronic health record (EHR) reimbursements should become available to their customers, potentially driving higher demand," noted Edmond DeForest, Moody's Senior Analyst. The downgrade to B3 CFR reflects expectations for continuing weak demand and therefore flat revenues, resulting in lower profits. With less than $10 million of free cash flow per year, largely the benefit of a debt refinancing completed earlier this year, debt to EBITDA (after Moody's standard adjustments) could approach 7 times over the near term. However, Moody's believes Merge maintains leading positions in the market for medical imaging software products and services. The recent disappointing financial performance was driven by delayed purchasing by its customers, as opposed to a loss of market share to competitors, so sales growth should resume when the demand environment improves. Liquidity is adequate from expected free cash flow from recurring software maintenance and subscription revenue, cash that is expected to grow from the $16 million as of June 30, 2013 and the $20 million revolving credit facility. The stable ratings outlook reflects Moody's expectation for improving sales, profitability and cash flow through higher software license and subscription sales in 2014 once phase 2 EHR payments are available to Merge's customers. Evidence of lost market share or delays or reductions in the federal funds available in the next phase EHR implementation would be a credit negative development. A downgrade could occur if Moody's comes to expect diminished liquidity, any reduction in free cash flow, if Merge's medical imaging market share declines or there are delays in the availability of next phase of EHR reimbursements, or if Moody's does not anticipate new license and subscription sales will occur, causing Moody's to have lower revenue growth expectations. A ratings upgrade could occur if Moody's comes to expect greater than currently anticipated growth in revenue, profits and free cash flow, while Merge maintains at least adequate liquidity, resulting in debt to EBITDA maintained below 5 times and free cash flow of at least $25 million per year. Downgrades: Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Revolving Credit Facility due Apr 23, 2018, Downgraded to B3 (LGD3, 44%) from B2 (LGD3, 47%) Senior Secured 1st Lien Term Loan due Apr 23, 2019, Downgraded to B3 (LGD3, 44%) from B2 (LGD3, 47%) Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-3 The principal methodology used in this rating was 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. Merge is a hardware-neutral provider of electronic health record and interoperability software used by hospitals for the management and sharing of patient therapeutic images. Merge also sells clinical trial software and operates and franchises consumer health station kiosks. Merrick Ventures and affiliates currently own about 31% of Merge's common stock, with the remainder owned publicly. Merrick expects 2013 revenues of about $225 million. MFM DELAWARE: Sept. 27 Set as Claims Bar Date --------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware established Sept. 27, 2013, as the deadline for any individual or entity to file proofs of claim against MFM Delaware, Inc., et al. Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11359 and 13-11360) on May 28, 2013. Founded in 1964 as a clay-based absorbents supplier, MFM is supplier of cat litter in the U.S. The Company produces 100,000 tons of cat litter a year, representing 1 percent of the total market. Its private label market share is 20 percent. The company's cat litter products are comprised of a blend of fuller's earth clay, sodium bentonite and scenting properties. Clay is supplied from a leased clay mine in Ocala, Florida, and is transported five miles away to the company's manufacturing plant in Reddick, Florida. Direct Capital Partners, LLC, acquired a majority stake in the Company in 1997. Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as investment banker. The Official Committee of Unsecured Creditors is represented by Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff LLP as its counsel; and Gavin/Solmonese LLC as its financial advisor. MFM DELAWARE: Wants Until Dec. 24 to Decide on Unexpired Leases --------------------------------------------------------------- MFM Delaware, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend until Dec. 24, 2013, the deadline for which they can assume or reject unexpired leases on non- residential real property. As of the Petition Date, Industries was a lessee party to two unexpired leases of nonresidential real property: (1) a lease of office space with Paddock Park Office Investors, LLC; and (2) a land lease and mineral mining agreement with Palmer Resources, LLC. Absent the extension, the Debtors' period to assume or reject unexpired leases will expire on Sept. 25, 2013. About MFM Industries Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11359 and 13-11360) on May 28, 2013. Founded in 1964 as a clay-based absorbents supplier, MFM is supplier of cat litter in the U.S. The Company produces 100,000 tons of cat litter a year, representing 1 percent of the total market. Its private label market share is 20 percent. The company's cat litter products are comprised of a blend of fuller's earth clay, sodium bentonite and scenting properties. Clay is supplied from a leased clay mine in Ocala, Florida, and is transported five miles away to the company's manufacturing plant in Reddick, Florida. Direct Capital Partners, LLC, acquired a majority stake in the Company in 1997. Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as investment banker. The Official Committee of Unsecured Creditors is represented by Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff LLP as its counsel; and Gavin/Solmonese LLC as its financial advisor. MFM DELAWARE: Wants Until Jan. 23 to File Chapter 11 Plan --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Sept. 10, 2013, to consider MFM Delaware, Inc., et al.'s request for extension in their exclusive periods to file a Chapter 11 Plan until Jan. 23, 2014, and solicit acceptances for that Plan until March 24. Absent the extension the Debtors' exclusivity periods will expire on Sept. 25, and Nov. 24, respectively. The Debtors explained that they needed additional time to negotiate and prepare a plan and disclosure statement with adequate information. The Debtors are conducting a process for the sale of substantially all of their assets. Although the Debtors have made substantial progress, the sale process is not yet complete. About MFM Industries Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11359 and 13-11360) on May 28, 2013. Founded in 1964 as a clay-based absorbents supplier, MFM is supplier of cat litter in the U.S. The Company produces 100,000 tons of cat litter a year, representing 1 percent of the total market. Its private label market share is 20 percent. The company's cat litter products are comprised of a blend of fuller's earth clay, sodium bentonite and scenting properties. Clay is supplied from a leased clay mine in Ocala, Florida, and is transported five miles away to the company's manufacturing plant in Reddick, Florida. Direct Capital Partners, LLC, acquired a majority stake in the Company in 1997. Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as investment banker. The Official Committee of Unsecured Creditors is represented by Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff LLP as its counsel; and Gavin/Solmonese LLC as its financial advisor. MICHAEL VICK: To Emerge from Bankruptcy --------------------------------------- Tim McGlone, writing for The Virginian-Pilot, reported that Michael Vick has accomplished much since his release from prison four years ago. According to the report, he is now ready to scratch another goal off his list: He will soon emerge from bankruptcy, having made arrangements to pay back the last of nearly $20 million in debts to dozens of creditors. It is an unusual accomplishment in bankruptcy circles to fully repay debts in a Chapter 11 case, according to legal experts, and Vick's case was anything but usual, the report said. The Newport News native and starting Philadelphia Eagles quarterback spoke to The Pilot last week in a phone interview from training camp. He said he is looking forward to putting an end to the last chapter of a period of his life that he remains contrite about. "It was a problem life dealt me," he said of having to file for bankruptcy before heading off to prison for his federal dogfighting conviction, the report added. About Michael Vick Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia, is a suspended National Football League quarterback under contract with the Atlanta Falcons team. In 2007, a U.S. federal district court convicted him and several co-defendants of criminal conspiracy resulting from felonious dog fighting and sentenced him to serve a 23 months in prison. He is being held in the United States Penitentiary at Leavenworth, Kansas. Mr. Vick filed his chapter 11 petition on July 7, 2008 (Bankr. E.D. Va. Case No. 08-50775). Dennis T. Lewandowski, Esq., and Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the Debtor in his restructuring efforts. Mr. Vick listed assets of $10 million to $50 million and debts of $10 million to $50 million. MINERALRITE CORP: Incurs $552K Net Loss in Second Quarter --------------------------------------------------------- MineralRite Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $552,234 on $194,519 of total revenues for the three months ended June 30, 2013, compared with a net loss of $82,339 on $99,537 of total revenues for the same period last year. The Company reported a net loss of $766,422 on $280,375 of total revenues for the six months ended June 30, 2013, compared with a net loss of $253,138 on $210,184 of total revenues for the corresponding period of 2012. The Company's balance sheet at June 30, 2013, showed $4.06 million in total assets, $1.23 million in total liabilities, and stockholders' equity of $2.83 million. "The Company has incurred substantial losses from operations and has a working capital deficit, which history and circumstance raise substantial doubt as to the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/OTcYPG Lindon, Utah-based MineralRite Corporation's new business focus is to enter the business of mineral processing, certification, equipment manufacturing and sales. On March 1, 2013, the Company acquired 100% of the total shares outstanding of Goldfield International, Inc., in exchange for issuing 2,000,000 shares of its common stock. The acquisition was based the fair value of the shares issued amounting to $900,000. Goldfield is in the business of manufacturing gold mining equipment. MOBIVITY HOLDINGS: Clarifies it is Not a "Shell Company" -------------------------------------------------------- Mobivity Holdings Corp. has amended its quarterly report for the period ended June 30, 2013, to correct a statement made on the cover page of the Quarterly Report filed with the U.S. Securities and Exchange Commission on Aug. 14, 2013. The Original Form 10-Q stated on the cover page that the Company "is a shell company (as defined in Rule 12b-2 of the Exchange Act)." The purpose of the amendment was to correctly state that the Company is not "a shell company". A copy of the amended Form 10-Q is available at: http://is.gd/HO00mz About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity Holdings disclosed a net loss of $7.33 million in 2012, as compared with a net loss of $16.31 million in 2011. The Company's balance sheet at March 31, 2013, showed $3.25 million in total assets, $10.25 million in total liabilities, all current, and a $6.99 million total stockholders' deficit. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring operating losses and negative cash flows from operations and dependence on additional financing to fund operations which raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "[A]ll of our assets are currently subject to a first priority lien in favor of the holders of our outstanding convertible notes payable in the current aggregate principal amount of $4,521,378. The notes are due on October 15, 2013, if we are unable to repay or refinance our obligations under those notes by October 15, 2013, the holders of the notes will have the right to foreclose on their security interests and seize our assets. To avoid such an event, we may be forced to seek bankruptcy protection, however a bankruptcy filing would, in all likelihood, materially adversely affect our ability to continue our current level of operations. In the event we are not able to refinance or repay the notes, but negotiate for a further extension of the maturity date of the notes, we may be required to pay significant extension fees in cash or shares of our equity securities or otherwise make other forms of concessions that may adversely impact the interests of our common stockholders," the Company has warned in its annual report for the year ended Dec. 31, 2012. MORGAN'S FOODS: Borrows $8.9 Million From Huntington National ------------------------------------------------------------- Morgan's Foods, Inc., entered into a loan agreement, comprising two loan facilities, with The Huntington National Bank, a national banking association. The Loan Agreement contains two new loan facilities that, in addition to funding the remodel reserve, pay off the Company's outstanding loan balance of $6,104,351, which carried an interest rate of 9.0 percent, with its current lender, Fortress Credit Corp., and a prepayment penalty of 1.0 percent of the balance. The Loan Agreement contains two facilities consisting of a term loan and a time loan in the total amount of $8,930,000. The Term Note consists of $7,930,000 three year term loan with an interest rate which has been fixed at the rate of 5.44 percent through the use of a derivative interest rate swap also entered into with Huntington. Principal and interest on the Term Note are payable in substantially equal monthly payments based on an eight year amortization with a balloon payment of the then remaining principal balance due and payable at the end of the three year term. The Time Note consists of $1,000,000 having an 18 month term, no scheduled principal payments and a floating interest rate at 30 day LIBOR plus 4.25 percent. Principal payments on the Time Note are expected to be made with the proceeds of the sales by the Company of excess real estate of closed restaurants. The balance, if any, at the end of the 18 month term will become due and payable. The Loan Agreement requires the maintenance of a cash reserve for remodel requirements of $2.5 million, reducing to $1.0 million after 18 months. It also require the Company to maintain a fixed charge coverage ratio of at least 1.15:1.00 through May 30, 2015, and thereafter at least 1.20:1.00 and cash adjusted leverage of 5.25 or less. The Loan Agreement also requires the Company to enter into customary security agreements and subsidiary guarantees, including mortgages on various of the Company's real estate interests. As previously disclosed the Company entered into a credit agreement with Fortress on Dec. 9, 2011, which involved a term loan in the amount of $8,250,000. That loan had a balance of $6,104,351 at Aug. 22, 2013, which together with accrued interest and a prepayment penalty of 1.0 percent, was paid in full with the proceeds of the Huntington Loan Agreement. Accordingly, the Fortress loan documents, cash control agreements and other related agreements have been terminated. About Morgan's Foods Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in 1925, operates KFC restaurants under franchises from KFC Corporation, Taco Bell restaurants under franchises from Taco Bell Corporation, Pizza Hut Express restaurants under licenses from Pizza Hut Corporation and an A&W restaurant under a license from A&W Restaurants, Inc. Morgan's Foods incurred a net loss of $138,000 on $86.86 million of revenues for the year ended March 3, 2013, as compared with a net loss of $1.68 million on $82.23 million of revenues for the year ended Feb. 26, 2012. As of May 26, 2013, the Company had $52.56 million in total assets, $51.57 million in total liabilities and $992,000 in total shareholders' equity. MPG OFFICE: BPO Extends Tender Offer Until September 9 ------------------------------------------------------ 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 Monday, Sept. 9, 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. 30, 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. 29, 2013, approximately 83,424 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. As of June 30, 2013, the Company had $1.28 billion in total assets, $1.71 billion in total liabilities and a $437.26 million total deficit. In its Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2012, the Company said it is working to address challenges to its liquidity position, particularly debt maturities, leasing costs and capital expenditures. The Company said, "We do not currently have committed sources of cash adequate to fund all of our potential needs, including our 2013 debt maturities. If we are unable to raise additional capital or sell assets, we may face challenges in repaying, extending or refinancing our existing debt on favorable terms or at all, and we may be forced to give back assets to the relevant mortgage lenders. While we believe that access to future sources of significant cash will be challenging, we believe that we will have access to some of the liquidity sources identified above and that those sources will be sufficient to meet our near- term liquidity needs." On March 11, 2013, the Company entered into an agreement to sell US Bank Tower and the Westlawn off-site parking garage. The transaction is expected to close June 28, 2013, subject to customary closing conditions. The net proceeds from the transaction are expected to be roughly $103 million, a portion of which may potentially be used to make loan re-balancing payments on the Company's upcoming 2013 debt maturities at KPMG Tower and 777 Tower. Roughly $898 million of the company's debt matures in 2013. "Our ability to access the capital markets to raise capital is highly uncertain. Our substantial indebtedness may prevent us from being able to raise debt financing on acceptable terms or at all. We believe we are unlikely to be able to raise equity capital in the capital markets," the Company said. "Future sources of significant cash are essential to our liquidity and financial position, and if we are unable to generate adequate cash from these sources we will have liquidity-related problems and will be exposed to material risks. In addition, our inability to secure adequate sources of liquidity could lead to our eventual insolvency." MUD KING: National Oilwell Wants Chapter 11 Case Dismissed ---------------------------------------------------------- National Oilwell Varco, L.P., asks the Bankruptcy Court to dismiss the Chapter 11 case of Mud King Products, Inc., or, in the alternative appoint a Chapter 11 trustee. According to National Oilwell, among other things: 1. The Debtor got caught stealing and committing textbook corporate espionage against the Company. Because of this, at least one Mud King director, Nigel Brassington, is under federal criminal grand jury investigation. With no legal or justifiable explanation for its actions, the Debtor's strategy was not to deny, but to delay and obfuscate. 2. the failed to meet its burden to offer evidence of good faith; and 3. the Debtor's solvent, asset-rich, nearly debt-free, healthy business. In a separate filing, National Oilwell requested for relief from the automatic stay to proceed with a state court action pending action in the District Court against Debtors and employee defendants -- Nigel Brassington, Freddy Rubiano, Sean Cougot, Martin Rodriguez, and former Mud King employee Gary Clayton. The Court will consider the request at a Sept. 18, 2013, hearing at 9 a.m. According to National Oilwell, Messrs. Brassington and Handoyo violated their Directors' duties of loyalty and care by amending Mud King's bylaws. Messrs. Brassington and Handoyo violated their duty of care when they authorized Mud King to incur indemnification obligations to the employee defendants on the eve of the Company's bankruptcy. About Mud King Products Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D. Tex. Case No. 13-32101) on April 5, 2013. The petition was signed by Erich Mundinger as vice president. The Debtor disclosed $18,959,158 in assets and $3,351,216 in liabilities as of the Chapter 11 filing. Annie E Catmull, Esq., Melissa Anne Haselden, Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at Hoover Slovacek, LLP, represent the Debtor in its restructuring effort. Judge Karen K. Brown presides over the case. The U.S. Trustee was unable to appoint an official committee of unsecured creditor. NATIONAL CONTRACTORS: A.M. Best Lowers FSR to 'B(Fair)' ------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to B (Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-" of National Contractors Insurance Company, Inc., A RRG (NCIC) (Bigfork, MT). The outlook for both ratings has been revised to negative from stable. The rating actions reflect NCIC's significant decline in policyholders' surplus and risk-adjusted capitalization over the first half of 2013. The decline is attributed to a single claim, which fell outside of NCIC's reinsurance coverage. While the company has maintained its underwriting discipline and management expects to recover much of the capital through litigation, NCIC's current surplus level leaves it in a vulnerable capital position. Other negative rating factors include NCIC's concentration risk, particularly in California, and its dependence on reinsurance. Partially offsetting these negative rating factors are NCIC's conservative management of its loss reserves and its niche business profile as a provider of contractors and artisans general liability coverage. Positive rating triggers would be an increase in NCIC's surplus and improvement in its risk-adjusted capitalization. Negative rating triggers include additional deterioration in surplus or risk-adjusted capitalization and a decline in its operating performance. NAUGATUCK VALLEY FINANCIAL: Incurs $4.8-Mil. Net Loss in 2nd Qtr. ----------------------------------------------------------------- Naugatuck Valley Financial Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $4.8 million on net interest income of $4.3 million for the three months ended June 30, 2013, compared with a net loss of $715,000 on net interest income of $4.6 million for the same period last year. Noninterest income was $940,000 during the three months ended June 30, 2013, compared to $1.2 million for the same period of 2012. "The decline in the Company's net income was largely attributable to an increase in the provision for loan losses to $3.6 million for the three months ended June 30, 2013, compared to the provision for loan losses of $2.1 million for the same period in 2012. For the six months ended June 30, 2013, the Company had a net loss of $5.4 million on net interest income of $8.6 million, compared with a net loss of $3.4 million on net interest income of $9.6 million for the same period of 2011. Noninterest income was $1.9 million during the six months ended June 30, 2013, compared to $2.1 million for the same period of 2012. "The increase in the Company's net loss was largely attributable to decrease in the income tax benefit from $1.8 million to $0 for the six months ended June 30, 2013. As of June 30, 2013, the Company had $510.8 million of total assets, $389.2 million of net loans receivable, and $399.4 million of total deposits. Total liabilities as June 30, 2013, was $449.8 million. Total equity capital at June 30, 2013, was $61.0 million. In comparison, as of Dec. 31, 2012, the Company had $526.4 million of total assets, $417.6 million of net loans receivable, and $402.9 million of total deposits. Total liabilities as of Dec. 31, 2012, was $459.5 million. Total equity capital at Dec. 31, 2012, was $66.9 million. Regulatory Matters "Effective Jan. 17, 2012, the Bank entered into a written Formal Agreement with the Office of the Comptroller of the Currency. The Agreement requires the Bank to take various actions, within prescribed time frames, with respect to certain operational areas of the Bank, including the following: * Restricts the Bank from declaring or paying any dividends or other capital distributions to the Company without prior written regulatory approval. This provision relates to up streaming intercompany dividends or other capital distributions from the Bank to the Company. * Provide prior written notice to the OCC before appointing an individual to serve as a senior executive officer or as a director of the Bank. * Restricts the Bank from entering into, renewing, extending or revising any contractual arrangement relating to the compensation or benefits for any senior executive officer of the Bank, unless the Bank provides the OCC with prior written notice of the proposed transaction. * Subjects the Bank to six month financial and operational examination review. The most recent examination occurred in January 2013. The next scheduled review is expected in the third quarter 2013. "In April and May 2013, additional senior management team members were retained to assist the new CEO (who was hired in September 2012) to address the provisions of the Agreement." "The Agreement and each of its provisions will remain in effect until these provisions are amended in writing by mutual consent or waived in writing by the OCC or terminated in writing by the OCC. "The OCC regulations require savings institutions to maintain minimum levels of regulatory capital. Effective June 4, 2013, the OCC imposed individual minimum capital requirements ("IMCRs") on the Bank. The IMCRs require the Bank to maintain a Tier 1 leverage capital to adjusted total assets ratio of at least 9.00% and a total risk-based capital to risk-rated assets ratio of at least 13.00%. Before the establishment of the IMCRs, the Bank had been operating under these capital parameters by self-imposing these capital levels as part of the capital plan the Bank was required to implement under the terms of the previously disclosed January 2012 Formal Agreement between the Bank and the OCC. The Bank exceeded the IMCRs at June 30, 2013, with a Tier 1 leverage ratio of 10.06% and a total risk-based capital ratio of 15.54%." A copy of the Form 10-Q is available at http://is.gd/gkLk8s About Naugatuck Valley Naugatuck, Conn.-based Naugatuck Valley Financial Corporation is a stock savings and loan holding company incorporated in the State of Maryland. The Company is primarily engaged in the business of planning, directing and coordinating the business activities of its wholly-owned subsidiary bank, Naugatuck Valley Savings and Loan. The Company became the holding company for the Bank effective June 29, 2011. Naugatuck Valley Savings is a federally chartered stock savings association and has served its customers in Connecticut since 1922. Naugatuck Valley Savings has two wholly owned subsidiaries, Naugatuck Valley Mortgage Servicing Corporation and Church Street OREO One, LLC. Naugatuck Valley Mortgage Servicing Corporation qualifies and operates as a passive investment company pursuant to Connecticut regulation. Church Street OREO One, LLC was established in February 2013 to hold properties acquired through foreclosure as well as from nonjudicial proceedings. NAVISTAR INTERNATIONAL: Web Cast on Sept. 4 to Discuss Q3 Results ----------------------------------------------------------------- Navistar International Corporation will present via live web cast its fiscal 2013 third quarter financial results on Wednesday, September 4. A live web cast is scheduled at approximately 9:00 a.m. Eastern Time. Speakers on the web cast will include Troy Clarke, president and chief executive officer, Jack Allen, executive vice president and chief operating officer, Walter Borst, executive vice president and chief financial officer, and other company leaders. The web cast can be accessed through a link on the investor relations page of Company's web site at: http://www.navistar.com/navistar/investors/webcasts Investors are advised to log on to the Web site at least 15 minutes prior to the start of the web cast to allow sufficient time for downloading any necessary software. The web cast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a period of 10 days. About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar incurred a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012, compared with net income attributable to the Company of $1.72 billion during the prior year. As of April 30, 2013, the Company had $8.72 billion in total assets, $12.36 billion in total liabilities and a $3.64 billion total stockholders' deficit. * * * In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service lowered Navistar International Corporation's Corporate Family Rating (CFR), Probability of Default Rating (PDR), and senior note rating to B2 from B1. The downgrade of Navistar's ratings reflects the significant challenges the company will face during the next eighteen months in re-establishing the profitability and competitiveness of its US and Canadian truck operations in light of the failure to achieve EPA certification of its EGR emissions technology, the significant reductions in military revenues and substantially higher engine warranty reserves. As reported by the TCR on June 19, 2013, Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Illinois-based truckmaker Navistar International Corp. (NAV) to 'B-' from 'B'. The rating downgrades reflect S&P's negative reassessment of NAV's business risk profile to "vulnerable" from "weak". As reported by the TCR on Jan. 24, 2013, Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NET ELEMENT INTERNATIONAL: Incurs $20.2-Mil. Net Loss in 2nd Qtr. ----------------------------------------------------------------- Net Element International, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $20.2 million on $5.6 million of revenues for the three months ended June 30, 2013, compared with a net loss of $2.6 million on $37,818 of revenues for the same period last year. "The increase in net revenues in the three months ended June 30, 2013, compared to the three months ended June 30, 2012 is primarily a result of the Unified Payments acquisition and the launch of our mobile commerce payment processing operations in Russia during the third quarter of 2012 through TOT Money. Our results of operations for the three months ended June 30, 2012, include only the operations of our online media products (websites and mobile applications). "Operating expenses totaled $25,578,342 for the three months ended June 30, 2013m versus $2,663,219 (as restated) for the three months ended June 30, 2012, representing an increase of $22,915,123. The primary reason for the increase in operating expenses is our acquisition of the operations of Unified Payments on April 16, 2013, which resulted in a $3,785,617 increase in cost of revenues, and $11,200,000 of goodwill impairment charge. In addition, we recorded a $5,792,487 provision for unrecoverable advances and we incurred $1,364,526 of increased general and administrative expenses and $506,309 of increased depreciation and amortization expenses in the three months ended June 30, 2013, which contributed to our increased operating expenses as compared to the three months ended June 30, 2012." For the six months ended June 30, 2013, the Company had a net loss of $23.5 million on $6.5 million of revenues, compared with a net loss of $7.1 million on $112,628 of revenues for the same period of 2012. The Company's balance sheet at June 30, 2013, showed $23.8 million in total assets, $31.0 million in total liabilities, and a stockholders' deficit of $7.2 million. "Since our inception, we have incurred significant operating losses. We incurred net losses totaling $23.5 million for the six months ended June 30, 2013, and net losses totaling $16.4 million and $24.9 million for the years ended Dec. 31, 2012, and 2011, respectively. We had negative cash flows from operating activities of $4.0 million and $25.2 million for the six months ended June 30, 2013, and the year ended Dec. 31, 2012, respectively. At June 30, 2013, we had working capital of $541,644 and an accumulated deficit of $110.3 million. These conditions raise substantial doubt about our ability to continue as a going concern. The independent auditors' report on our consolidated financial statements for the year ended Dec. 31, 2012, contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/kfj3RX Net Element International, Inc. (NASDAQ: NETE) is a global technology-driven group specializing in electronic commerce and mobile payments. The Company owns and operates a mobile payments company, TOT Money, as well as several popular content monetization verticals. Together with its subsidiaries, Net Element International enables ecommerce and content-management companies to monetize their assets in ecommerce and mobile commerce environments. The Company has U.S. headquarters in Miami and international headquarters in Moscow. NNN 3500: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------- Debtor: NNN 3500 Maple 1, LLC c/o Carolyn M. Kubetz 1601 Marina Isle Way, Apartment 406 Jupiter, FL 33477 Bankruptcy Case No.: 13-34362 Affiliates that simultaneously filed for Chapter 11 protection: Debtor Case No. ------ -------- NNN 3500 Maple 26, LLC 13-30402 NNN 3500 Maple 2, LLC 13-34363 NNN 3500 Maple 3, LLC 13-34364 NNN 3500 Maple 4, LLC 13-34365 NNN 3500 Maple 5, LLC 13-34366 NNN 3500 Maple 6, LLC 13-34367 NNN 3500 Maple 7, LLC 13-34368 NNN 3500 Maple 10, LLC 13-34369 NNN 3500 Maple 12, LLC 13-34370 NNN 3500 Maple 13, LLC 13-34371 NNN 3500 Maple 14, LLC 13-34372 NNN 3500 Maple 15, LLC 13-34373 NNN 3500 Maple 16, LLC 13-34374 NNN 3500 Maple 17, LLC 13-34375 NNN 3500 Maple 18, LLC 13-34376 NNN 3500 Maple 20, LLC 13-34377 NNN 3500 Maple 22, LLC 13-34378 NNN 3500 Maple 23, LLC 13-34379 NNN 3500 Maple 24, LLC 13-34380 NNN 3500 Maple 27, LLC 13-34381 NNN 3500 Maple 28, LLC 13-34382 NNN 3500 Maple 29, LLC 13-34383 NNN 3500 Maple 30, LLC 13-34384 NNN 3500 Maple 31, LLC 13-34385 NNN 3500 Maple 32, LLC 13-34386 NNN 3500 Maple 34, LLC 13-34387 Chapter 11 Petition Date: August 29, 2013 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Harlin DeWayne Hale Debtors' Counsel: Michelle V. Larson, Esq. ANDREWS KURTH, LLP 1717 Main Street, Suite 3700 Dallas, TX 75201 Tel: (214) 659-4400 Fax: (214) 659-4401 E-mail: michellelarson@andrewskurth.com Lead Debtor's Estimated Assets: $50,000,001 to $100,000,000 Lead Debtor's Estimated Debts: $50,000,001 to $100,000,000 The petitions were signed by Mubeen Aliniazee, restructuring officer. Debtors' Consolidated List of Their 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ TIC Properties Management Property $161,320 101 N. Main Street, Suite 1200 Greenville, SC 29601 Constellation New Energy, Inc. Utility ? Electric $147,315 14217 Collections Center Service Chicago, IL 60693 ABM Security Services, Inc. Trade Debt - $58,158 P.O. Box 743252 Security Los Angeles, CA 90074 Fast Trak Construction Trade Debt - $52,992 Construction Services B Squared Investments Inc. Payroll Services $47,411 Holleman Construction Company, Trade Debt - $28,483 Inc. Repair of drainline asphalt John A. Arnold, Inc. Tenant billback $25,068 First Maintenance, Inc. Trade Debt - $15,064 Janitorial Supplies Schindler Elevator Corporation Trade Debt - $14,963 Elevator Maintenance City of Dallas Utility Services $10,381 Entech Sales & Service, Inc. Trade Debt ? HVAC $9,851 Services Champion Waste Services LLC Trade Debt - $6,063 Waste Management Wyche, PA Legal Services $5,117 Staffelbach, Inc. Trade Debt - $4,879 Professional Services ? Space Planning Barbre Consulting, Inc. Trade Debt - $4,335 Elevator Services The Brickman Group, Ltd., LLC Trade Debt - $4,213 Irrigation Repairs AT&T Trade Debt - $4,003 Office Phone Service Holiday Seasons LLC Trade Debt - $3,269 Decorations Allied Waste Services #794 Trade Debt - $3,181 Waste Disposal B.J. Glass Co., Inc. Trade Debt - $3,101 Glass Replacement Geary, Porter & Donovan, P.C. Attorney Fees $2,579 Balance Vibration Technologies Trade Debt - $2,379 Electric Inspection Precision Water Technologies Trade Debt - $1,851 Water Treatment Burnett Companies, Consolidated, Trade Debt - $1,825 Inc. Temporary Employees Costar Realty Information Trade Debt ? $1,637 Marketing EFI Global, Inc. Trade Debt - $1,550 Asbestos Survey Greenscape Pump Services Trade Debt - $1,315 Maintenance Water Feature Mitec Controls, Inc. Trade Debt - $1,251 Alarm Services Landscape & Floral Group Interiors Trade Debt - $1,245 Plant Maintenance Regency Office Trade Debt - $1,218 Office Supplies OVERNEAR INC: Incurs $576K Net Loss in Second Quarter ----------------------------------------------------- OverNear, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $575,883 for the three months ended June 30, 2013, compared with a net loss of $400,578 for the same period last year. For the six months ended June 30, 2013, the Company had a net loss of $1.0 million, compared with a net loss of $764,593 for the same period of 2012. There was no revenue for the three and six months ended June 30, 2013. The Company's balance sheet at June 30, 2013, showed $1.1 million in total assets, $393,080 in total liabilities, and stockholders' equity of $699,430. In its report on OverNear, Inc.'s financial statements for the year ended Dec. 31, 2012, Gumbiner Savett Inc., in Santa Monica, Calif., stated that the Company has incurred substantial losses from operations and that the Company may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months, which conditions raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at http://is.gd/DQPknN Santa Monica, Calif.-based OverNear, Inc., formerly Awesome Living, Inc., is developing a location-based social networking and mobile advertising platform that helps connect people to people and businesses to consumers. P.F. CHANG'S: S&P Lowers CCR to 'B-' & Loan Ratings to 'B' ---------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its rating on Scottsdale, Ariz.-based P.F. Chang's China Bistro Inc. to 'B-' from 'B' and revised the rating outlook to stable from negative. At the same time, S&P lowered its issue-level ratings on the revolver and term loan to 'B' from 'B+' and its rating on the senior notes to 'CCC' from 'CCC+'. The downgrade reflects lackluster operations in the second quarter of 2013, as credit protection metrics continued to decline below S&P's expectations due to an inability to restore customer traffic, offset by menu price increases. The downgrade also incorporates S&P's view that EBITDA will continue to decline in the second half of the year due to negative comparable-restaurant sales especially at Bistro units. "The speculative-grade rating on P.F. Chang's reflects its "highly leveraged" financial risk profile as a result of the Centerbridge leveraged buyout (LBO)," said credit analyst Diya Iyer. "It also incorporates our "vulnerable" assessment of the company's business risk profile, reflecting its singular focus on Asian cuisine and concentration in California, Arizona, Florida, and Texas." The stable outlook reflects S&P's expectation that continued operational erosion coupled with debt reduction will result in flat credit measures in the coming year. S&P could lower its corporate credit rating if negative same- restaurant sales trends persist and the company does not achieve cost reduction targets in food and labor costs in the coming year. This would cause gross margin to fall 50 bps or sales to decline in the high-single-digit range, resulting in an EBITDA decline of more than 20% in fiscal 2013. It could also occur if SG&A grows at more than double the mid-single-digit rate S&P is forecasting. In this scenario, interest coverage would be 1.0x and liquidity would erode due to a decline in free cash flow generation. Although unlikely, S&P could raise the rating if the company improves gross margin more than 100 bps above its expectations or sales increase 20% in the coming year, resulting in a 21% increase in EBITDA and leverage below 6.0x. However, given P.F. Chang's expected credit measures and S&P's industry outlook, it is not expecting to raise its rating over the next year. PANACHE BEVERAGE: Restated Figures Show $809K Loss in 1st Quarter ----------------------------------------------------------------- Panache Beverage Inc. filed on Aug. 21, 2013, Amendment No. 1 to its quarterly report on Form 10-Q for the quarterly period ended March 31, 2013, which was originally filed with the Securities and Exchange Commission on May 5, 2013, to restate the Company's unaudited consolidated financial statements for the three month period ended March 31, 2013, and amend related disclosures in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Original Form 10-Q to correct its accounting for stock warrants. The Company has refined its interpretation of GAAP as it relates to the accounting for warrants issued to Consilium Investment Management, LLC, for consulting services. The Company's net loss was $808,515 and $835,840 for the three months ended March 31, 2013, and 2012, respectively. The change in net loss during the three months ended March 31, 2013, was attributable to the increase in general and administrative expenses of $328,463, a decrease in loss attributable to minority interests of $173,505 and the increase in interest expense of $93,522 offset by the increase in gross profit of $446,357 plus the gain on extinguishment of various debts of $58,296. Net revenues were $1.4 million and $368,483 for the three months ended March 31, 2013 and 2012, respectively. "The 285% increase in quarterly revenues from 2012 to 2013 was due primarily to successful implementation of our Wodka marketing and sales strategies, as well as to the launch of our Alibi brand in the fourth quarter of 2012. The Company's balance sheet at March 31, 2013, showed $2.7 million in total assets, $6.0 million in total liabilities, and a stockholders' deficit of $3.3 million. A copy of the Form 10-Q/A is available at http://is.gd/qH9KXZ About Panache Beverage New York-based Panache Beverage, Inc., specializes in the strategic development and aggressive early growth of spirits brands establishing its assets as viable and attractive acquisition candidates for the major global spirits companies. Panache builds its brands as individual acquisition candidates while continuing to develop its pipeline of new brands into the Panache portfolio. * * * Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed substantial doubt about the Company's ability to continue as a going concern, following its audit of the Company's financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has negative working capital, and has incurred losses from operations. PERSONAL COMMUNICATIONS: Epiq Serves as Claims and Noticing Agent ------------------------------------------------------------------ Personal Communications Devices, LLC, and Personal Communications Devices Holdings, LLC, sought and obtained authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Epiq Bankruptcy Solutions, LLC, as claims and noticing agent to, among other things, (i) distribute required notices to parties-in- interest, (ii) receive, maintain, docket and otherwise administer the proofs of claim filed in the Debtors' Chapter 11 Cases, and (iii) provide other administrative services as required by the Debtors. About Personal Communications Personal Communications Devices LLC and an affiliate, Personal Communications Devices Holdings, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013, in Central Islip, N.Y., estimating between $100 million and $500 million in both assets and liabilities. Bankruptcy Judge Alan S. Trust oversees the case. The petitions were signed by Raymond F. Kunzmann as chief financial officer. Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. BG Strategic Advisors, LLC, is the financial advisor. Richter Consulting, Inc., is the investment banker. 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. 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. PCD -- http://www.pcdphones.com-- provides both carriers and manufacturers an array 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. PERSONAL COMMUNICATIONS: Has Until Sept. 14 to File Schedules ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York extended the date by which Personal Communications Devices, LLC, and Personal Communications Devices Holdings, LLC, must file their schedules of assets and liabilities and statements of financial affairs to Sept. 16, 2013. About Personal Communications Personal Communications Devices LLC and an affiliate, Personal Communications Devices Holdings, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013, in Central Islip, N.Y., estimating between $100 million and $500 million in both assets and liabilities. Bankruptcy Judge Alan S. Trust oversees the case. The petitions were signed by Raymond F. Kunzmann as chief financial officer. Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. BG Strategic Advisors, LLC, is the financial advisor. Richter Consulting, Inc., is the investment banker. 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. 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. PCD -- http://www.pcdphones.com-- provides both carriers and manufacturers an array 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. PFF BANCORP: Chapter 11 Liquidating Plan Declared Effective ----------------------------------------------------------- BankruptcyData reported that PFF Bancorp's Joint Plan of Liquidation became effective, and the Company emerged from Chapter 11 protection. The Court confirmed the Plan on April 26, 2012. According to the documents filed with the Court, "The Plan constitutes a separate chapter 11 plan of liquidation for each Debtor. Except for Administrative Claims, Priority Tax Claims and Other Priority Claims, all Claims against and Equity Interests in a particular Debtor are placed in Classes for each of the Debtors. In accordance with section 1123(a)(1) of the Bankruptcy Code, the Debtors have not classified Administrative Claims, Priority Tax Claims and Other Priority Claims, as described in Article II of the Plan." About PFF Bancorp PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non- diversified unitary savings and loan holding company within the meaning of the Home Owners' Loan Act with headquarters formerly located in Rancho Cucamonga, California. Bancorp is the direct parent of each of the remaining Debtors. Prior to filing for bankruptcy, Bancorp was also the direct parent of PFF Bank & Trust, a federally chartered savings institution, and the bank's subsidiaries. PFF Bank & Trust was taken over by regulators in November 2008, with the deposits transferred by the Federal Deposit Insurance Corp. to U.S. Bank NA. PFF Bancorp Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case Nos. 08-13127 to 08-13131) on Dec. 5, 2008. Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC serves as the Debtors' claims agent. Jason W. Salib, Esq., at Blank Rome LLP, represents the official committee of unsecured creditors as counsel. PICCADILLY RESTAURANTS: Wants DIP Loan Extended Until Nov. 19 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana will convene a hearing on Sept. 10, 2013, at 10 a.m., to consider Piccadilly Restaurants, LLC, et al.'s motion to extend the term of a stipulation and final order (a) authorizing postpetition financing; (b) authorizing use of cash collateral; (c) granting superpriority security interests and administrative claims; (d) granting adequate protection to prepetition lenders; and (e) granting limited relief from the automatic stay. The stipulation entered among the Debtors, Atalaya Administrative LLC, as DIP Agent, and the DIP lenders, provides that the termination date of the final DIP stipulation is extended until (a) the effective date of a reorganization plan in the bankruptcy cases, or (b) Nov. 19, 2013. Additionally, under the Proposed Order, the DIP Lenders would have the option of further extending the term of the Final DIP Stipulation through Dec. 31, without the necessity of further Court order. Absent the extension, the loan, under the final DIP stipulation, will terminate on Sept. 11. As reported in the Troubled Company Reporter on Feb. 6, 2013, Judge Robert Summerhays signed off on a final order granting the Debtors authority to obtain postpetition financing from Atalaya and use cash collateral of its prepetition lender. As reported in the TCR on Oct. 22, 2012, the Bankruptcy Court granted the Debtors interim authority to obtain postpetition financing in the initial amount $500,000 from Atalaya Special Opportunities Fund IV LP (Tranche B), and other DIP Lenders, secured by superpriority priming liens on and security interests in all of the assets of the Debtors, pursuant to the stipulation by and among the Debtors, Atalaya, as DIP agent, and the DIP Lenders. 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. Fla. 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. Mark A. Mintz, Esq. at Jones Walker LLP represents the Debtors in their restructuring efforts. 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. PILGRIM'S PRIDE: S&P Raises Corp. Credit Rating to 'BB-' -------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on Greeley, Colo.-based Pilgrim's Pride Corp., including the corporate credit rating, to 'BB-' from 'B'. The outlook is stable. Concurrently, S&P raised the issue-level ratings on the company's outstanding $500 million senior unsecured notes due 2018 to 'BB-' from 'B'. The recovery rating remains '4', indicating S&P's expectations for average (30% to 50%) recovery in the event of a payment default. "At the same time, we assigned a 'BB+' issue rating to the company's recently amended and extended senior secured credit facility, including a $700 million senior secured revolving credit facility due 2018, a $204.9 million term loan B-1 due 2014, a $205.2 million term loan B-2 due 2014, and $400 million delayed draw term loan due 2018. The recovery rating on this debt is '1', indicating our expectation for very high (90% to 100%) recovery in the event of a payment default," S&P said. Pilgrim's Pride had reported debt totaling $912 million as of June 30, 2013. "The upgrade reflects our belief that the company will continue to improve operating performance and strengthen credit measures," said Standard & Poor's credit analyst Chris Johnson. "We believe improvements in poultry pricing and operating efficiency will allow Pilgrim's Pride to modestly grow EBITDA through 2014 and pay down additional debt with free cash flow. This should further improve the company's credit measures. Still, the company's credit measures are volatile, and we believe they can weaken during adverse conditions, as was the case in fiscal 2011." Standard & Poor's corporate credit rating on Pilgrim's Pride factors in its relationship with its majority owner, JBS USA Holdings Inc., which is owned by JBS S.A. (BB/Stable/--). S&P believes Pilgrim's Pride is a strategically important investment for JBS and have therefore incorporated some implicit support from JBS in our Pilgrim's Pride corporate credit rating. The stand-alone credit profile on Pilgrim's Pride reflects a "significant" financial risk profile and "weak" business risk profile. This represents a positive revision from prior financial and business risk profile assessments of "aggressive" and "vulnerable," respectively. S&P believes Pilgrim's Pride currently has "adequate" liquidity and S&P anticipates sources of cash (including cash on hand, discretionary cash flow, and revolving credit availability) will cover expected cash uses by more than 1.2x over the next year. The stable outlook reflects S&P's expectation that earnings and credit measures will continue to modestly improve over the next 12 to 18 months because of better pricing flexibility and lower feed costs. S&P expects the company will reduce its debt to EBITDA ratio to closer to 1.5x or lower by fiscal year-end 2014, but recognize that this ratio could weaken to more than 3x if industry conditions deteriorate. PREMIER PAVING: Confirms Third Amended Reorganization Plan ---------------------------------------------------------- Premier Paving, Inc., won confirmation its Third Amended Plan of Reorganization dated July 9, 2013, that proposes a payment to unsecured creditors over time through the Debtor's gross revenue. The Debtor also proposes to continue its efforts to sell the asphalt plant or restructure the associated debt. The Plan is also restructuring the secured debt of its primary secured creditors. As reported in the Troubled Company Reporter on Aug. 5, 2013, according to papers filed with the Bankruptcy Court, the Plan is a balance of the varying interests of the creditor body. All creditors, except for Suncor Energy (Class 12(b)) and the convenience class (Class 12(a)), are paid over 7 years. Suncor Energy is paid at an accelerated rate (within 3 years of the Effective Date) because Suncor Energy is the only provider of asphalt cement in Colorado. Insider Unsecured Claims in Class 12(d) will receive nothing. Interest in the Debtor will retain their interests. A copy of the Disclosure Statement for the Debtor's Third Amended Plan of Reorganization is available at: http://bankrupt.com/misc/premierpaving.doc439.pdf On Aug. 16, the Debtor filed amendments to Third Amended Plan, restating Paragraph 7.3(a) of the Plan to reflect: 7.3 -- Class 12(c) consists of the unsecured creditors of PPI other than Suncor Energy who hold Allowed Claims greater that $1,000. Class 12(c) will receive payment of their allowed claims as: a) Holders of Class 12(c) allowed claims will share on a pro rata basis monies deposited into the Unsecured Creditor Account. About Premier Paving Headquartered in Denver, Colorado Premier Paving Inc. -- http://www.premierpavinginc.com/-- operates a full-service highway construction company, which services include paving, grading and milling, geo-textiles, trucking, traffic control and quality control. Premier Paving also owns and operates an asphalt plant. Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 12-16445) on April 2, 2012. Judge Michael E. Romero presides over the case. In its petition, the Debtor estimated up to $50 million in assets and debts. The petition was signed by David Goold, treasurer. Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the Debtor's counsel. Pinnacle Real Estate Advisors LLC provides professional broker services related to the sale of certain of the Debtor's real estate assets. The Official Unsecured Creditors Committee is represented by J. Brian Fletcher, Esq., at Onsager, Staelin & Guyerson, LLC. PRM FAMILY: Seeks Continued Use of BofA Cash Collateral ------------------------------------------------------- PRM Family Holding Company L.L.C., et al., and Bank of America, N.A. as agent for BofA and Grocers Capital Company, ask the Bankruptcy Court for authorization to use continually use cash collateral. According to parties, the stipulation resolved all disputes between the agents and Debtors relative to the cash collateral order entered by the Court on Aug. 1, 2013. If the Court enters the stipulated order, it will supplant and replace the Aug. 1 order. The parties believe that the Official Committee of Unsecured Creditors has no objection to the form of the order. In a third interim order entered Aug. 1, 2013, the Court authorized to continue using cash collateral of Bank of America, N.A., and Grocers Capital Company upon the terms and conditions set forth in the order and pursuant to a budget. Unless extended further with the written consent of BofA, as agent for the lenders, the authorization granted to the Debtors to use cash collateral would terminate upon the earlier of: (i) end of business on Aug. 25, 2013, or any later date the Agent agrees upon in writing; or the Court Orders, (iii) the date upon which a Chapter 11 or Chapter 7 trustee is appointed in any of the Bankruptcy Cases; and (iv) upon the Debtors' breach under any term or provision of the Order. 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. PRM FAMILY: Wants Until Dec. 23 to Decide on Unexpired Leases ------------------------------------------------------------- PRM Family Holding Company, L.L.C., et al., ask the U.S. Bankruptcy Court for the District of Arizona to extend the deadline to assume or reject leases of non-residential real property from Sept. 25, 2013, until Dec. 23. The Debtors explain that they are in the process of reviewing and analyzing the unexpired real property leases, which are critical to the Debtors' business affairs and seek additional time to make a determination concerning the assumption or rejection of such real property leases. 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. PROBE MANUFACTURING: Incurs $85K Net Loss in Second Quarter ----------------------------------------------------------- Probe Manufacturing, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $85,076 on $1.0 million of sales for the three months ended June 30, 2013, compared with net income of $71,453 on $1.6 million of sales for the same period last year. The Company reported a net loss of $231,012 on $1.7 million of sales for the six months ended June 30, 2013, compared with net income of $84,171 on $2.9 million of sales for the comparable period of 2012. The Company's balance sheet at June 30, 2013, showed $2.3 million in total assets, $1.5 million in total liabilities, and stockholders' equity of $791,604. "The Company had a total stockholder's equity of $791,604 and a working capital surplus of $182,128; however, we still had net loss of $(231,012) for the six months ended June 30, 2013, and an accumulated deficit of $(867,268) as of June 30, 2013. Therefore, the ability of the Company to operate as a going concern is still dependent upon its ability to: (1) obtain sufficient debt and/or equity capital; and/or (2) generate positive cash flow from operations." A copy of the Form 10-Q is available at http://is.gd/QuC7lm About Probe Manufacturing Irvine Calif.-based Probe Manufacturing, Inc., provides global design and manufacturing services to original electronic equipment manufacturers (OEM) from its 23,000 sq-ft facility in Irvine, California and Trident Manufacturing's 16,000 sq-ft facility in Salt Lake City, Utah, which it acquired in the first quarter of 2013. Revenue is generated from sales of services primarily to customers in the medical device, aerospace/military, telecommunication, alternative fuel, industrial and instrumentation product manufacturers. RANGE RESOURCES: Rising Productivity Triggers Moody's Ba1 Upgrade ----------------------------------------------------------------- Moody's Investors Service upgraded Range Resources Corporation's Corporate Family Rating to Ba1 and its Senior Subordinate Rating to Ba2. Moody's also assigned a Speculative Grade Liquidity Rating of SGL-2. The rating outlook is stable. "Despite having a scale that is comparable to higher rated E&Ps, historically Range's significant outspending of internally generated cash flow to develop natural gas assets has been an area of concern," said Stuart Miller, Moody's Vice President -- Senior Credit Officer. "However, we have become increasingly satisfied that the quality of Range's reserve base can support a Ba1 rating as we expect productivity to improve as the company begins to drill longer horizontal laterals with a greater emphasis on pad drilling. " Upgrades: LT Corporate Family Rating to Ba1 from Ba2 Probability of Default Rating to Ba1-PD from Ba2-PD Senior Subordinate Rating to Ba2 from Ba3 Senior Unsecured Shelf Rating to (P)Ba1 from (P)Ba3 Senior Subordinate Shelf Rating to (P)Ba2 from (P)Ba3 LGD Senior Subordinate Assessment of LGD4 -- 69% Assigned: Speculative Grade Liquidity Rating of SGL-2 Ratings Rationale: Range's Ba1 CFR reflects is its investment grade size and scale, as well as the company's significant organic growth over an extended period of time. As measured by reserves, Range is currently the largest of its Ba1 exploration & production (E&P) peers, while production is roughly equivalent to the Ba1 average. With average daily production of about 150,000 barrels of oil equivalent (Boe) per day and proved developed reserves of nearly 600 million Boe, Range has a proved developed reserve life approaching 11 years. In addition, the company has identified 6,750 potential drilling locations in its core Marcellus acreage, providing substantial growth opportunities beyond its proved developed reserve base. Low leverage at $5 per Boe of proved developed reserves and low finding and development costs of less than $6 per Boe have offset the company's exposure to weak natural gas prices -- over 90% of revenue is derived from natural gas or natural gas liquids (NGL) production. The company's concentration in natural gas and NGL production results in weak cash margins of less than $20 per Boe and a very weak ratio for retained cash flow to debt of less than 25%. Range operates 89% of its total proved reserves, enabling the company to scale back and defer spending and boost retained cash flow, if necessary. Moody's projects that Range will slowly gravitate to a more balanced approach where cash flow will fund a greater portion of spending, thereby addressing the weak retained cash flow to debt metric. Range has good liquidity, and Moody's has assigned a Speculative Grade Liquidity Rating of SGL-2. There was $1.35 billion available under its $1.75 billion credit facility as of June 30, 2013. Should it be necessary, the revolver lenders approved a $2 billion borrowing base which could be used to provide an additional $250 million of liquidity if the size of the credit facility is increased. The liquidity provided by its credit facility should be sufficient to fund the projected out-spending of cash flow at least through 2014. Range's credit facility matures in February 2016 and has a maximum debt to EBITDAX maintenance covenant of 4.25x and a minimum current ratio requirement of 1.0x. Neither of these covenants is expected to limit Range's access to the revolver or force a reduction to the anticipated spending plans. Essentially all of the company's assets are pledged as security for the revolving credit lenders. However, because there is significant over-collateralization, Range's asset base provides the opportunity, albeit with some limitations, to generate secondary liquidity through asset sales. The Ba2 rating on the senior subordinated notes reflects both the overall probability of default of Range, to which Moody's assigns a PDR of Ba1-PD, and a Loss Given Default of LGD4-69% under Moody's Loss Given Default Methodology. The senior subordinate note rating of Ba2 is one notch below the CFR of Ba1 due to the structural superiority of the $1.75 billion revolving credit facility. Should Range offer senior unsecured notes in the future, they would likely be rated at the same level as the CFR given the uplift provided by the $2.65 billion of senior subordinated notes that are outstanding. The stable outlook is based on an expectation that while debt may increase through 2014, reserve additions and production increases will keep pace with the increase in borrowings, keeping the ratios of debt to reserves and debt to production relatively constant. Moody's also expects Range to maintain its low cost model, which has given it an advantage over other producers that are natural gas oriented. To consider an upgrade, Range would need to improve the ratio of retained cash flow to debt to over 40% and reduce the ratio of debt to average daily production to less than $15,000 per Boe. An upgrade would also be contingent on the company maintaining its leveraged full cycle ratio above 2x and the further build out of the Marcellus infrastructure to accommodate Range's growth plans. A downgrade would be appropriate if the company's capital productivity stalls which would be signaled by an increase in leverage. If the ratio of debt to average daily production exceeds $25,000 per Boe or if retained cash flow to debt falls below 20%, a negative outlook becomes increasingly likely. The principal methodology used in this rating was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Range Resources Corporation is a mid-sized independent exploration and production company that is headquartered in Fort Worth, Texas. RG STEEL: To Sell IP Addresses to Dynamic Network for $426K ----------------------------------------------------------- RG Steel LLC said it is planning to sell some of its assets to Dynamic Network Services Inc. for $425,984. The assets to be sold consist of RG Steel's right, title and interest in a certain /16 block of IPv4 Internet Protocol Addresses, containing 65,536 IP Addresses. The steel maker will sell the assets "free and clear of all liens, claims or encumbrances." Objections to the proposed sale must be filed by September 11. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owned Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012. Bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion. As of the bankruptcy filing, the Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. Kramer Levin Naftalis & Frankel LLP represents the Official Committee of Unsecured Creditors. Huron Consulting Services LLC serves as the Committee's financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. CJ Betters Enterprises Inc. paid $16 million for the Ohio plant. RML DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: RML Development, Inc. dba Pinetree Place Apartments dba Raintree Apartments 132 Todd Hill Road, Building 2 A Lagrangeville, NY 12540 Bankruptcy Case No.: 13-29244 Chapter 11 Petition Date: August 29, 2013 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: David S. Kennedy Debtor's Counsel: Steven N. Douglass, Esq. HARRIS SHELTON HANOVER WALSH, PLLC 2700 One Commerce Square Memphis, TN 38103 Tel: (901) 525-1455 Fax: (901) 526-4084 E-mail: snd@harrisshelton.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/tnwb13-29244.pdf The petition was signed by Paul Folkes, president. ROTHSTEIN ROSENFELDT: Two Attys. Charged in Link to Ponzi Scheme ---------------------------------------------------------------- Law360 reported that as Scott Rothstein's now-defunct law firm nears the end of a contentious Chapter 11 proceeding, a pair of Florida attorneys have been indicted on allegations they participated in the former chairman's $1.2 billion Ponzi scheme, according to the U.S. Attorney's Office for the Southern District of Florida. In separate indictments unsealed on Aug. 30, 38-year-old Christina M. Kitterman -- who worked for Rothstein's Fort Lauderdale law firm Rothstein Rosenfeldt Adler PA -- and 58-year-old Douglas L. Bates were accused of helping Rothstein run his scam, according to the report. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- was suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. The official committee of unsecured creditors appointed in the case is represented by Michael Goldberg, Esq., at Akerman Senterfitt. RRA won approval of an amended liquidating Chapter 11 plan pursuant to the Court's July 17, 2013 confirmation order. The revised plan, filed in May, is centered around a $72.4 million settlement payment from TD Bank NA. ROOMSTORE INC: Acme Buys Manufacturing & Distribution Facility -------------------------------------------------------------- Acme United Corporation on Aug. 30 announced the purchase of a manufacturing and distribution center in Rocky Mount, North Carolina for $2.8 million. It was acquired from the Chapter 7 bankruptcy liquidation of RoomStore, Inc. The property consists of 340,000 square feet of office, manufacturing, and warehouse space on 33 acres. The warehouse has 40 foot ceilings with 27 bay doors. It adjoins a CSX railroad spur, is convenient to major interstate highways and ports, and is 30 miles from the Company's Fremont, NC plant. The facility will be used to consolidate two distribution centers and to provide space for manufacturing and growth. Walter C. Johnsen, Chairman and CEO said, "The property is assessed for taxes at $5.9 million and has an estimated replacement cost of $13.5 million. We anticipate an investment of approximately $500,000 to upgrade the buildings and equipment in the coming quarters, and about $300,000 in one-time, double running costs and moving expenses through year end. We expect to begin to generate savings in 2014." Mr. Johnsen said he would like to thank the Rocky Mount City Council, the Carolinas Gateway Partnership, the North Carolina Department of Commerce, and the Edgecombe County Board of Commissioners for their support, and for assistance with financial incentives for growth. These partnerships and collaboration of support were key to the decision to locate and expand in Rocky Mount. About Acme United Acme United Corporation is a worldwide supplier of innovative cutting, measuring and safety products to the school, home, office, hardware and industrial markets. Its brands include Westcott(R), Clauss(R), Camillus(R), PhysiciansCare (R) and Pac Kit(R). About RoomStore, Inc. With more than $300 million in net sales for its fiscal year ending 2010, Richmond, Virginia-based RoomStore, Inc., was one of the 30 largest furniture retailers in the United States. RoomStore also offers its home furnishings through Furniture.com, a provider of Internet-based sales opportunities for regional furniture retailers. RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 11-37790) on Dec. 12, 2011, following store-closing sales at four of its retail stores, located in Hoover, Alabama; Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore, Maryland. At the time of the filing, the Company operated a chain of 64 retail furniture stores, including both large-format stores and clearance centers in eight states: Pennsylvania, Maryland, Virginia, North Carolina, South Carolina, Florida, Alabama, and Texas. It also had five warehouses and distribution centers located in Maryland, North Carolina, and Texas that service the Retail Stores. RoomStore also owns 65% of Mattress Discounters Group LLC, which operates 80 mattress stores (as of Nov. 30, 2011) in the states of Delaware, Maryland and Virginia and in the District of Columbia. RoomStore acquired the MDG stake after MDG's second bankruptcy in 2008. MDG sought Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos. 08-21642 and 08-21644). It filed the first Chapter 11 bankruptcy on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on March 14, 2003. Judge Douglas O. Tice, Jr., presides over RoomStore's case. Lawyers at Lowenstein Sandler PC serve as the Debtor's bankruptcy counsel. Kaplan & Frank, PLC, serves as local counsel. FTI Consulting, Inc., serves as the Debtor's financial advisors and consultants. American Legal Claims Services, LLC, serves as its notice and claims agent. Lucy L. Thomson of Alexandria, Virginia, was appointed as consumer privacy ombudsman. RoomStore filed a plan of liquidation in June 2012 that provides for the sale of inventory and remaining assets to generate sufficient cash to pay secured and unsecured creditors in full. RoomStore's balance sheet at Nov. 30, 2011, showed $59.57 million in total assets, $57.75 million in total liabilities, and stockholders' equity of $1.82 million. The Debtor disclosed $44,624,007 in assets and $34,746,919 in liabilities as of the Chapter 11 filing. The petition was signed by Stephen Girodano, president and chief executive officer. Liquidator Hilco Merchant Resources, Inc., is represented in the case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler Fleischer, P.C. The U.S. Trustee for Region 4 named seven members to the official committee of unsecured creditors in the case. The Creditors Committee tapped Hunton & Williams LLP as its counsel. SAN BERNARDINO, CA: Bankruptcy OK Gives Troubled Cities Leverage ---------------------------------------------------------------- Law360 reported that a California federal judge's Aug. 28 ruling that the city of San Bernardino could remain under bankruptcy protection based on its insolvency and lack of alternatives sets a low bar for Chapter 9 eligibility and boosts distressed municipalities' leverage in prebankruptcy negotiations with creditors including pension funds, lawyers say. In granting the city's request to continue under Chapter 9, Judge Meredith Jury held that city officials satisfied all the requirements of state and federal law before they placed the city in bankruptcy, the report related. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SEARS HOLDINGS: Incurs $194 Million Net Loss in 2nd Quarter ----------------------------------------------------------- Sears Holdings 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's shareholders of $194 million on $8.87 billion of revenues for the 13 weeks ended Aug. 3, 2013, as compared with a net loss attributable to shareholders of $132 million on $9.46 billion of revenues for the 13 weeks ended July 28, 2012. For the 26 weeks ended Aug. 3, 2013, the Company incurred a net loss attributable to shareholders of $473 million on $17.32 billion of revenues, as compared with net income attributable to shareholders of $57 million on $18.73 billion of revenues for the 26 weeks ended July 28, 2012. The Company's balance sheet at Aug. 3, 2013, showed $19.27 billion in total assets, $16.45 billion in total liabilities and $2.82 billion in total equity. "At the end of the second quarter, our financial flexibility remains strong with cash of approximately $700 million, availability under our credit facilities of approximately $1.6 billion and inventory, net of payables, of approximately $4.8 billion. During the first half, we generated approximately $290 million of proceeds from real estate transactions," said Rob Schriesheim, Holdings' chief financial officer. "While we believe that we continue to have potential options relating to our protection agreement business, we have not decided what actions, if any, to take with regard to this business. Regardless of the outcome of this process, we have made significant progress toward our goal to raise at least $500 million of additional liquidity in 2013. With regard to the objectives we outlined in our February earnings release, we remain on track to reduce 2013 peak domestic inventory by $500 million from the 2012 level of $8.6 billion at the end of the third quarter as a result of stores already or expected to be closed, initiatives underway to reduce slow-moving inventory and modest productivity improvement. This action is expected to generate $300 million of cash after consideration of related payables. We also expect to further reduce our fixed cost base by another $200 million, much of which will occur in the second half." A copy of the Form 10-Q is available for free at: http://is.gd/k3PTGc About Sears Hoffman Estates, Illinois-based Sears Holdings Corporation (Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full- line and specialty retail stores in the United States and Canada. Sears Holdings operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation. Sears Holdings also owns a 94% stake in Sears Canada and an 80.1% stake in Orchard Supply Hardware. Key proprietary brands include Kenmore, Craftsman and DieHard, and a broad apparel offering, including such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and Covington brands. It also has the Country Living collection, which is offered by Sears and Kmart. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the retailer in its restructuring efforts. The Company's balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Negative Outlook Standard & Poor's Ratings Services in January 2012 lowered its corporate credit rating on Hoffman Estates, Ill.-based Sears Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from CreditWatch, where we had placed it with negative implications on Dec. 28, 2011. We are also lowering the short-term and commercial paper rating to 'C' from 'B-2'. The rating outlook is negative," S&P said. "The corporate credit rating reflects our projection that Sears' EBITDA will be negative in 2012, given our expectations for continued sales and margin pressure," said Standard & Poor's credit analyst Ana Lai. She added, "We further expect that liquidity could be constrained in 2013 absent a turnaround or substantial asset sales to fund operating losses." Moody's Investors Service in January 2012 lowered Sears Holdings Family and Probability of Default Ratings to B3 from B1. The outlook remains negative. At the same time Moody's affirmed Sears' Speculative Grade Liquidity Rating at SGL-2. The rating action reflects Moody's expectations that Sears will report a significant operating loss in fiscal 2011. Moody's added that the rating action also reflects the company's persistent negative trends in sales, which continue to significantly underperform peers. As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) at 'CCC' citing that The magnitude of Sears' decline in profitability and lack of visibility to turn operations around remains a major concern. SOLEDAD REDEVELOPMENT: S&P Alters Outlook & Keeps BB+ Bonds Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to negative on Soledad Redevelopment Agency, Calif.'s series 2007A and 2007B tax increment bonds. At the same time, Standard & Poor's affirmed its 'BB+' long-term rating on the bonds. "The rating action reflects our view of the agency's management practice of not reporting enough funds on its last recognized obligation payment schedule (ROPS) in order to adequately cover debt service payments," said Standard & Poor's credit analyst Li Yang. The rating also reflects S&P's view of the bond's: -- Very low maximum annual debt service coverage of 1.03x in fiscal 2013; -- Moderately high volatility ratio (base-year to total assessed value, or AV) of 0.35 in fiscal 2013; -- Uneven semi-annual debt service payments, which require the successor agency to include reserves on its future ROPS to make timely senior debt service payments without accessing debt service reserves; and -- Modest concentration in the project area's leading 10 taxpayers. Moderating factors, in S&P's view, include the project area's: -- Available bond proceeds ($4.3 million remaining) that can be used to pay debt service if necessary, according to management, and -- Fully funded cash debt reserve fund, totaling $1.5 million as of the end of fiscal 2013. The bonds are secured by tax increment revenue collected from the agency's single project area, which includes a 525-acre original project area and an additional 225 acres that was added in 2006. SPRINGLEAF FINANCE: Fitch Raises Issuer Default Rating to 'B-' -------------------------------------------------------------- Fitch Ratings has upgraded the long-term Issuer Default Rating (IDR) and senior unsecured debt ratings of Springleaf Finance Corporation to 'B-' from 'CCC' and assigned a Stable Rating Outlook. Fitch has also upgraded the preferred stock ratings of AGFC Capital Trust I to 'CC/RR6' from 'C/RR6'. Key Rating Drivers The rating upgrades primarily reflect the significant progress made by the company toward repaying near-term debt and extending its liquidity runway, combined with improved operating performance, highlighted by the return to profitability in 2Q13. These improvements are counterbalanced by significant remaining debt maturities in 2017, as well as the monoline nature of Springleaf's business of lending to subprime consumers, which will attract increased regulatory scrutiny. Pro forma for actions taken subsequent to quarter end (e.g. secured loan paydowns, real estate securitization, termination of swap positions), Fitch estimates the company had $995 million of unrestricted cash at June 30, 2013, which could be used to fund new loan originations and/or repay debt. The company could also elect to sell a portion (or all) of its investment portfolio ($546 million at June 30, 2013) or securitize unencumbered assets (estimated pro forma $1.9 billion at June 30, 2013) in order to generate incremental liquidity. Fitch believes the company has adequate sources of liquidity to originate new loans and meet its debt obligations through 2016. That said, Fitch remains concerned with the company's $5.1 billion of debt maturing in 2017. Fitch expects the company to seek to refinance at least a portion of this debt via the capital markets, although this strategy carries execution risk, particularly in a rising rate environment. Absent refinancing of a material portion of the debt, Fitch believes that Springleaf could be challenged to meet its 2017 debt maturities. Leverage, as measured by adjusted debt to adjusted tangible equity, declined to 8.2x at June 30, 2013 from 9.2x in 2012. However, reported leverage is calculated on a push-down accounting basis following the majority sale of Springleaf to Fortress Investment Group LLC from American International Group, Inc. in 2010. Fitch also views leverage on a historical cost basis, which adds back the asset and debt discounts recorded as part of the application of push-down accounting. On this basis, Fitch estimates leverage was 9.4x at June 30, 2013. Under both metrics, Fitch views Springleaf's leverage as improved, but still higher than other subprime lenders. The Stable Outlook reflects Fitch's view that Springleaf's liquidity profile, leverage and operating performance have stabilized, and may potentially improve over the near to intermediate term, absent a material market stress. Rating Sensitivities Fitch believes additional upward rating momentum could potentially be warranted if 2017 debt maturities are proactively addressed, profitability is sustained over an extended period of time, asset quality is further improved, and leverage declines to a level more in-line with higher rated consumer finance companies. That said, potential upward momentum would likely be limited to a below investment grade level, given Springleaf's monoline focus on subprime consumer lending and the potential for increased regulatory scrutiny. Conversely, an inability to refinance existing debt at reasonable costs, substantial credit quality deterioration, potential new and more onerous rules and regulations, as well as potential shareholder-friendly actions given the high private equity ownership, could generate negative rating momentum or may result in notching the senior unsecured rating below the current IDR. Fitch has upgraded the following ratings: Springleaf Finance Corporation -- Long-term IDR to 'B-' from 'CCC' -- Senior unsecured debt to 'B-/RR4' from 'CCC/RR4' AGFC Capital Trust I -- Preferred stock to 'CC/RR6' from 'C/RR6' The Rating Outlook is Stable. SPX CORP: Moody's Cuts CFR to 'Ba2' & 2 Sr. Notes Rating to 'Ba3' ----------------------------------------------------------------- Moody's Investors Service downgraded SPX Corporation's Corporate Family Rating to Ba2 from Ba1 and the company's PDR to Ba2-PD from Ba1-PD. Moody's also downgraded the company's $500 million Senior Notes due 2014 to Ba3 and the $600 million Senior Notes due 2017 to Ba3 from Ba2. Moody's affirmed the Speculative Grade Liquidity Rating at SGL-3 with the downgrade of the CFR. The rating outlook was changed to Stable from Negative reflecting the expectation that SPX is unlikely to delever sufficiently or experience a strong enough operating performance so as to result in a near term ratings upgrade. SPX is an industrial company with three segments: Flow Technology, Thermal Equipment and Services, and Industrial Products and Services with 2012 FY sales of approximately $5.1 billion. Ratings Rationale: The rating downgrade reflects the company's underperformance since its 2011 acquisition of Clyde Union. At the conclusion of placing SPX under review for possible downgrade, Moody's assigned a negative ratings outlook on November 7, 2011 due primarily to the increased leverage from the GBP500 million Clyde Union acquisition. Although progress has been made from the peak leverage levels, credit metrics and operating performance have failed to return to levels consistent with the Ba1 rating. Moreover, Moody's notes that the company recently reduced the midpoint of the range for its 2013 earnings guidance. Moody's anticipates that acquisitions will continue to be a core part of SPX's growth strategy as evidenced by $2.6 billion of goodwill and intangibles. As a result of the company's acquisition strategy, Moody's believes SPX is likely to re-lever its balance sheet occasionally to absorb future acquisitions. In sum, the Clyde Union integration track record, acquisition practices, shareholder friendly stance which add to leverage, significant level of intangibles, and Moody's expectations for SPX's intermediate term performance as well as a diminished confidence in the company's ability to successfully deleverage on a timely basis following future acquisitions, are supportive of the Ba2 CFR rating. Although Moody's expects that modest revenue growth and expense reduction efforts will strengthen SPX's position within the Ba2 rating category over the medium term, the Ba2 Corporate Family Rating is constrained by the company's high leverage with Debt to EBITDA of over 4 times and low EBITA to Interest coverage of less than 3 times as of LTM 6/30/2013 (all numbers on a Moody's adjusted basis). Moreover, the rating incorporates uncertainty around the firm's long term capital structure. The rating is supported by the company's significant global platform, diverse end market exposure, and recent deleveraging initiatives including a $250 million discretionary domestic pension contribution. The rating also benefits from its geographic diversity, significant scale, long operating history in numerous businesses, and management's focus on productivity. The Ba3 ratings on the company's $500 million Senior Notes due 2014 and $600 million Senior Notes due 2017, reflects the Notes' position of first loss given that SPX's unsecured notes are the most junior material obligations in the company's capital structure. The Ba3 rating on the respective notes issues also reflect the significant amount of senior secured obligations in SPX's liability structure, comprised of a $300 million domestic revolving credit facility, a $300 million multicurrency revolving credit facility, and a Senior Secured Term Loan of $475 million. Moody's notes that the company's revolvers and Term Loan (not rated by Moody's) are secured by stock in the material subsidiaries (65% for of the foreign material subsidiaries) with a ratings trigger that would grant a security interest in all property (above $10 million in size as defined) if Moody's Corporate Family Rating was at a Ba2 or less and S&P was at a BB or less. The SGL-3 rating reflects Moody's expectation of SPX to have adequate liquidity over the next 12 -- 18 months. The SGL-3 is supported by the company's modest capital expenditure, over $300 million of cash as of 6/30/13, the expectation for positive free cash flow generation, and good availability under its revolving credit facilities. Moody's notes that the company's next debt maturity is its $500 million senior notes that are due December 2014. The SGL-3 reflects the expectation that SPX will remain in compliance with its covenants over the next 12 -- 18 months. Issuer: SPX Corporation Affirmations: Speculative Grade Liquidity: SGL -- 3 Downgrades: CFR: Ba2 from Ba1 PDR: Ba2-PD from Ba1-PD $500 million Senior Notes due 2014: Ba3 LGD5 71% from Ba2 LGD4 69% $600 million Senior Notes due 2017: Ba3 LGD5 71% from Ba2 LGD4 69% Rating Outlook: The rating outlook was changed to Stable from Negative The principal methodology used in this rating was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. The Stable rating outlook reflects the expectation of moderately improving performance over the next 12 to 18 months as it continues to digest its Clyde Union acquisition. Although not anticipated, the ratings or outlook could be downgraded if there was a more aggressive financial policy, deteriorating credit metrics or additional debt-funded acquisitions result in Debt to EBITDA over 4.5 times or EBITA to Interest below 2.25 times on a sustainable basis. Given SPX's current credit metrics and Moody's expectation for modest near-term improvement, an upgrade in the near term is unlikely. However, continued deleveraging and a successful integration of its future acquisitions (anticipated no sooner than 2013) with Debt to EBITDA expected to be below 3.5 times and Free Cash Flow to Debt above 15% would provide positive ratings traction. Nevertheless, upward ratings traction is constrained by financing policies for acquisitions which lead to a cycle that leverages its balance sheet meaningfully for acquisitions followed by a deleveraging upon successful integration. SPX is a diversified industrial manufacturer with operations in over 35 countries and sales in over 150 countries around the world. The company operates in three segments: Flow Technology, Thermal Equipment and Services, and Industrial Products and Services, and key products include pumps, heat exchangers, thermal heat transfer products, and transformer solutions. In 2012, the company generated sales of approximately $5.1 billion. STELLAR BIOTECHNOLOGIES: To Present at Rodman Conference -------------------------------------------------------- Stellar Biotechnologies, Inc., will present at the Rodman and Renshaw 2013 Annual Global Investment Conference in New York City from Sept. 8 to 10, 2013. Date: Monday, Sept. 9, 2013 Time: 12:05 p.m. Eastern Time Location: Millennium Broadway Hotel - Room 7.02, New York, NY Webcast: http://wsw.com/webcast/rrshq23/SBOTF Conference participation is limited by capacity and registration is required. Please contact Rodman and Renshaw representative for more information. The presentation will be available on the investor relations section of Stellar Biotechnologies' Web site at http://stellarbiotechnologies.com/investors/profile_presentations/ following the presentation date. License Agreement Stellar filed with the U.S. Securities and Exchange Commission a copy of its License Agreement with University of Guelph. The University holds patent rights, technology and confidential information relating to polysaccharides for use as immunotherapies and diagnostics for Clostridium difficile. Stellar desires to license certain rights regarding the Invention from UNIVERSITY in accordance with this Agreement. A full-text copy of the License Agreement is available at: http://is.gd/ptI6Xu About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. The Company's balance sheet at March 31, 2013, showed US$1.4 million in total assets, US$4.6 million in total liabilities, and a stockholders' deficit of US$3.2 million. The Company reported a net loss of US$4.4 million on US$177,208 of revenues for the six months ended Feb. 28, 2013, compared with a net loss of US$2.1 million on US$193,607 of revenues for the six months ended Feb. 29, 2012. STRIKE MINERALS: Delays Filing of Annual Financial Statements ------------------------------------------------------------- Strike Minerals Inc. on Aug. 30 disclosed that it was not able to file its annual financial statements, accompanying Management's Discussion and Analysis and related CEO and CFO Certifications of Annual Filings for the financial year ended April 30, 2013, within the period prescribed for the filing of such documents under Parts 4 and 5 of Regulation 51-102 respecting Continuous Disclosure Obligations and pursuant to Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings, namely within 120 days of year-end, being August 29, 2013. The Company is currently not in a position to timely file its 2013 Annual Financial Statements, primarily as a result of additional time required to secure financing and, subsequently, for its auditors to complete the audit of the Company's annual financial statements. The Company's Board of Directors and its management will be working expeditiously with the Company's auditors to meet the Company's obligations relating to the filing of the 2013 Annual Financial Statements. The Company expects to file the 2013 Annual Financial Statements on or before October 15, 2013. As a result of the postponement in the filing of its 2013 Annual Financial Statements, the Company has made an application to the Ontario Securities Commission for a management cease trade order, which would restrict all trading in securities of the Company, whether direct or indirect, by management of the Company. The MCTO would not affect the ability of shareholders who are not insiders of the Company to trade their securities. There is no certainty that the MCTO will be granted. If the MCTO is not issued by the OSC, the applicable Canadian securities regulatory authorities could issue a general cease trade order against the Company for failure to file the 2013 Annual Financial Statements within the prescribed time period. The Company confirms that it intends to satisfy the provisions of the alternative information guidelines found at sections 4.3 and 4.4 of Policy Statement 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults, for so long as it remains in default as a result of the late filing of the 2013 Annual Financial Statements. During the period of default, Strike will issue bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. The Company confirms that there are no insolvency proceedings against it as of the date of this press release. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release. The Company also announces an update to the timeline under its forbearance agreement under which an agreement to forbear from exercising rights and remedies under the Senior Secured Gold Stream Credit Agreement dated February 21, 2012, as amended by a letter agreement dated February 21, 2013, all as more particularly outlined in Strike's press release of April 30, 2013. While the timeframes provided in the forbearance agreement have passed, all parties thereunder continue to work together to allow the Company to pursue refinancing options. About Strike Headquartered in Toronto, Ontario, Strike Minerals is a TSX-V listed company that is engaged in the exploration and development of precious metal properties in Canada. Its primary property is the former producing Edwards Gold Mine property in the Goudreau - Lochalsh Gold Camp near Wawa, Ontario. SWJ MANAGEMENT: Sept. 4 Hearing on Bid to Transfer Case to NJ ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Sept. 4, 2013, at 10 a.m., to consider the request to transfer the Chapter 11 case of SWJ Management LLC. Donald W. Clarke, Esq., at Wasserman, Jurista & Stolz, P.C., on behalf of First Connecticut Holding Group, LLC IV, asked that Court transfer the Debtor's case to the Bankruptcy Court for the District of New Jersey in the interest of justice. Mr. Clarke related that the Debtor's petition was filed by Richard Annunziata in an effort by Mr. Annunziata to hinder, delay or defeat the jurisdiction of the New Jersey Courts since 1999, the Bankruptcy Court for Connecticut since 2002, and the Bankruptcy Court for New Jersey since 2011. Mr. Clarke asserted that the principal places of business of SWJ Management, the Liberty Debtors and FCHG IV are located in New Jersey. About SWJ Management LLC New York-based SWJ Management LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 13-12123) on June 28, 2013. Judge Allan L. Gropper oversees the case. The Law Offices of David Carlebach, Esq., serves as the Debtor's counsel. In its petition, the Debtor estimated $50 million to $100 million in both assets and debts. The petition was signed by Richard Annunziata, managing member. An affiliate, Ridgewood Realty of LL, SK Mulberry Contract, filed a separate Chapter 11 petition (Case No. 12-14085) on Sept. 28, 2012. The FCHG IV and Liberty Harbor Holding, LLC, et al.'s cases are all pending before the Bankruptcy Judge for the District of New Jersey, and are awaiting the resolution of state court litigation over a long-standing ownership dispute. All of the properties listed in LHH and FCHG IV are also included in the Debtor's NY petition. All of the properties claimed as assets in the SWJ/NY Petition were supposedly purchased by SWJ Management from the similarly named SWJ Holdings. All of these properties have been the subject of an ownership dispute that has been in litigation before the New Jersey Courts since 1999, the Bankruptcy Court for Connecticut since 2002 and the Bankruptcy Court for New Jersey since 2011. Trial is scheduled to commence Sept. 30, 2013, before the Hon. James Rothschild. TIMIOS NATIONAL: Inks Indemnification Pacts with Select D&Os ------------------------------------------------------------ Timios National Corporation entered into an indemnification agreements with certain of its officers and directors. The Company's Board of Directors approved the form of Agreement and selected the directors and officers with whom to enter into the Agreement in accordance with the Company's Amended and Restated Certificate of Incorporation and Bylaws, as amended. The Agreement requires the Company, among other things, to indemnify the director or officer to "the fullest extent" permitted by law, including, among other things, specified expenses and liabilities, such as attorneys' fees, judgments, fines and settlements paid by the indemnitee in connection with any action, suit or proceeding arising out of the indemnitee's status or service as the Company's director or officer, and to advance expenses incurred by the indemnitee in connection with any proceeding against the indemnitee with respect to which the indemnitee may be entitled to indemnification by the Company. About Timios National Timios National Corporation (formerly known as Homeland Security Capital Corporation) was incorporated in Delaware on Aug. 12, 1997, under the name "Celerity Systems, Inc." In August 2005, the Company changed its name to "Homeland Security Capital Corporation" and changed its business plan to seek acquisitions of and joint ventures with companies operating in the homeland security business sector and, until July 2011, operated soley as a provider of specialized, technology-based, radiological, nuclear, environmental, disaster relief and electronic security solutions to government and commercial customers. The Company's corporate headquarters is located in Arlington, Virginia. Timios National disclosed a net loss of $2.76 million for the year ended Dec. 31, 2012, as compared with a net loss of $3.98 million for the year ended June 30, 2011. The Company's balance sheet at June 30, 2013, showed $4.87 million in total assets, $2.44 million in total liabilities and $2.42 million in total stockholders' equity. TARGETED MEDICAL: Selects William Horne as CFO ---------------------------------------------- Targeted Medical Pharma, Inc., has appointed William B. Horne as the company's chief financial officer. He will oversee all aspects of the company's fiscal operations and financial reporting. "I am very pleased to have William join our growing management team," said William Shell, M.D., the company's CEO and chief science officer. "His leadership and financial experience in the public and private healthcare sectors is a tremendous asset for Targeted Medical Pharma as we continue to execute on our growth strategy, driven by the increasing demand for cost-effective therapeutic alternatives such as medical foods across the healthcare sector." Mr. Horne brings to Targeted Medical Pharma, a combination of experience in both early stage and mature environments with a 20 year record of success at managing corporate financial operations for fast-growing private and public companies. Mr. Horne previously held the position of CFO at various companies, including OptimisCorp, a privately held healthcare technology company, and Patient Safety Technologies, Inc. (OTCBB: PSTX), a publicly traded medical device company. He also held supervisory positions at Price Waterhouse, LLP, and received a Bachelor of Arts in Accounting from Seattle University where he graduated magna cum laude. Pursuant to the Horne Employment Agreement, Mr. Horne is entitled to receive a base salary of $200,000 per year. Mr. Horne is also eligible to earn a cash or equity bonus for each calendar year of his employment. Additional information about the terms of Mr. Horne's employment is available for free at http://is.gd/YKJQRg About Targeted Medical Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a specialty pharmaceutical company that develops and commercializes nutrient- and pharmaceutical-based therapeutic systems. Targeted Medical disclosed a comprehensive loss of $9.58 million on $7.29 million of total revenue for the year ended Dec. 31, 2012, as compared with a comprehensive loss of $4.18 million on $8.81 million of total revenue during the prior year. The Company's balance sheet at March 31, 2013, showed $12.22 million in total assets, $14.20 million in total liabilities and a $1.98 million total shareholders' deficit. EFP Rotenberg, LLP, in Rochester, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has losses for the year ended Dec. 31, 2012, totaling $9,586,182 as well as accumulated deficit amounting to $13,684,789. Further the Company does not have adequate cash and cash equivalents as of Dec. 31, 2012, to cover projected operating costs for the next 12 months. As a result, the Company is dependent upon further financing, related party loans, development of revenue streams with shorter collection times and accelerating collections on the Company's physician managed and hybrid revenue streams. TMC FINANCIAL: Wins Favorable Judgment in Suit Over Note Default ---------------------------------------------------------------- Saint Lucia insurer Bancroft Life & Casualty ICC, Ltd. on Aug. 30 disclosed that it recently won a favorable judgment on all issues in a complex lawsuit in federal court in Virginia. The lawsuit, Bancroft Life & Casualty ICC, Ltd. v. TMC Financial, et al., was filed by Bancroft in the United States District Court for the Eastern District of Virginia in 2011 to collect on two defaulted promissory notes with a total principal amount of $480,000. The two former certificate holders in Bancroft's group insurance program against whom the lawsuit was filed asserted sixteen counterclaims against Bancroft and various other parties, including claims for breach of contract, fraud in the inducement, statutory conspiracy, and violations of Virginia's insurance statutes. As one of the affirmative defenses, the former certificate holders claimed that the loans they took from Bancroft's reserves were never meant to be repaid and were, in fact, an early return of premium. Following an extensive discovery period that included examination of Bancroft's structure, underwriting, claims history, and commercial loan program, a five-day bench trial on the merits was held before the Honorable T.S. Ellis, III in July and August 2013. Following the bench trial, the court ruled that the former certificate holders had failed to prove any of their claims, including the claims for breach of contract, fraud, and statutory conspiracy. The court also granted Bancroft all of the relief that it sought, including a declaratory judgment that the former certificate holders were liable on the promissory notes and that Bancroft could proceed to take possession of their assets to satisfy the indebtedness, including default interest and attorneys' fees. In its 58-page findings of fact and conclusions of law, the federal court ruled that, on issue after issue, the testimony of Bancroft's witnesses was credible and persuasive. The court also noted that the testimony of individuals associated with Intercontinental Captive Management Company, Ltd., with which Bancroft had previously been engaged in litigation in Pennsylvania, was not credible and was "infected with bias." The court also concluded that there was "no evidence that Bancroft was not legally compliant with the laws to which it was subject or that it was not a legitimate insurance company" and that the "claims for fraud based on statements that Bancroft was a legitimate insurance company that was legally compliant inside and outside the United States fail." Further, in a holding with potential implications for foreign insurers, the court also held that Bancroft, which provided coverage to the Virginia certificate holders pursuant to a group insurance policy held by a foreign entity, was not required to have a Virginia insurance license. "Judge Ellis's findings provide judicial confirmation that the sorts of toxic allegations that have been made against Bancroft's operations and structure in related actions are factually baseless," stated Bancroft's lead attorney, Kip Schwartz, of Schwartz & Associates PLLC. "Bancroft received all of the relief it sought from the Court and plans to continue its campaign of collection actions for the benefit of the certificate holders in its Premium Lite group pool." A copy of the Court's findings of fact and conclusions of law can be found on Bancroft's website at Bancroft Life & Casualty, ICC, Ltd. v. TMC Financial, et al. A copy of the final judgment in the case can also be found on Bancroft's website at Bancroft Life & Casualty, ICC, Ltd. v. TMC Financial, et al. About Schwartz & Associates PLLC Schwartz & Associates PLLC -- http://www.schwartzassociates-law.com-- is based in the District of Columbia and opened its doors on March 26, 2012. It is a national trial and litigation boutique law firm specializing in complex commercial litigation matters including financial services, employment, intellectual property, and fiduciary liability. About Bancroft Life & Casualty ICC, Ltd. Bancroft Life and Casualty ICC, Ltd. -- http://www.bancroftltd.net -- is a licensed insurance company specializing in customized business interruption and risk insurance. Based in Saint Lucia, Bancroft's insurance programs enable customers to prepare for risks and continue operations without loss of revenue. Bancroft has the flexibility to create coverages to address the needs of each individual client, no matter large or small. It is regulated by the Ministry of Finance in St. Lucia, its financial statements are independently audited each year by BDO Seidman, and, since its inception, Bancroft has voluntarily elected to file U.S. tax returns. TOMSTEN INC: Has Until Nov. 25 to Decide on Unexpired Leases ------------------------------------------------------------ The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the District of Minnesota extended the time for Tomsten, Inc., to assume or reject unexpired leases: -- until Nov. 25, 2013, or -- confirmation of Tomsten Chapter 11 Plan. Hennepin, Minnesota-based Tomsten, Inc., doing business as Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D. Minn. Case No. 13-42153) in Minneapolis on April 29, 2013. The Debtor estimated assets of at least $10 million and liabilities of at least $1 million as of the Chapter 11 filing. The Debtor has tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer Kirkman McGrath Nauman & Tansey as counsel. Judge Gregory F. Kishel presides over the case. The Official Unsecured Creditors' Committee is represented by Jay Jaffe, Esq., at Faegre Baker Daniels LLP. TRI-STATE EROSION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Tri-State Erosion Control Co., Inc. 901 Route 168, Suite 107 Turnersville, NJ 08012 Bankruptcy Case No.: 13-28857 Chapter 11 Petition Date: August 28, 2013 Court: U.S. Bankruptcy Court District of New Jersey (Camden) Judge: Judith H. Wizmur Debtor's Counsel: Scott H. Marcus, Esq. SCOTT H. MARCUS & ASSOCIATES 121 Johnson Road Turnersville, NJ 08012 Tel: (856) 227-0800 Fax: (856) 227-7939 E-mail: smarcus@marcuslaw.net Scheduled Assets: $777,204 Scheduled Liabilities: $1,898,870 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb13-28857.pdf The petition was signed by Mark Brenza, president. TRANSAKT LTD: Incurs $1.2-Mil. Net Loss in Second Quarter --------------------------------------------------------- TransAKT Ltd. filed its quarterly report on Form 10-Q, reporting a net loss of $1.2 million on $40,157 of sales for the three months ended June 30, 2013, compared with a net loss of $211,849 on $nil sales for the same period last year. The Company reported a net loss of $1.7 million on $94,664 of sales for the six months ended June 30, 2013, compared with a net loss of $245,267 on $nil sales for the corresponding period of 2012. The Company's balance sheet at June 30, 2013, showed $10.7 million in total assets, $7.1 million in total liabilities, and stockholders' equity of $3.6 million. "The Company has incurred a net loss of $1,734,507 and $245,267 during the six months ended June 30, 2013, and 2012, respectively, and has an accumulated deficit of $5,646,299 as of June 30, 2013. A copy of the Form 10-Q is available at http://is.gd/Q8LKCb About TransAKT Ltd. Based in Yangmei City, Taoyuan, Taiwan, TransAKT Ltd., a Nevada corporation, has operated principally as a research and development company since its inception but abandoned its telecommunications technology business in fiscal 2012. Through its wholly owned subsidiary, Vegfab Agricultural Technology Co. Ltd., it is now engaged in the manufacture, marketing and sale of hydroponic and LED based agricultural equipment for commercial and home use. * * * As reported in the TCR on April 19, 2013, KCCW Accountancy Corp., in Diamond Bar, Calif., expressed substantial doubt about TransAKT Ltd.'s ability to continue as a going concern, citing the Company's accumulated deficit of $3,911,792 at Dec. 31, 2012, including net losses of $1,338,033 and $337,463 during the years ended Dec. 31, 2012, and 2011, respectively. TRINSEO SA: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Trinseo S.A. to 'B' from 'B+'. The outlook is stable. At the same time, S&P lowered its rating on the $300 million first-lien revolving credit facility guaranteed by the company to 'BB-' (two notches above S&P's corporate credit rating) from 'BB'. The recovery rating on the facility remains unchanged at '1', indicating S&P's expectation for very high (90% -100%) recovery in the event of a payment default. In addition, S&P lowered the issue rating on the first-lien senior secured notes guaranteed by the company to 'B' (the same as the corporate credit rating) from 'B+'. The recovery rating on the notes remains unchanged at '4', indicating S&P's expectation for average (30% -50%) recovery in the event of a payment default. The borrowers on the revolving credit facility and notes are subsidiaries of Trinseo. "The rating action reflects our expectations that EBITDA and cash flow for 2013 and 2014 will be lower than we previously anticipated, resulting in weaker than expected credit metrics," said Standard & Poor's credit analyst Paul Kurias. "We currently expect the key ratio of FFO to total debt to be between 8% and 10% for 2013, which is lower than our expectations of over 12% at the previous rating. Weakness in EBITDA from existing operations is expected to more than offset gains from the 2013 launch of new high-margin synthetic rubber products, and a reduction in fixed costs. We do not expect operating performance to improve meaningfully in 2014. Trinseo's operating performance remains generally susceptible to economic downturns. Importantly, volatility in input costs, working capital requirements, product pricing, and demand trends in key products result in a low level of predictability of operating performance, and contribute to risks to credit quality. Trinseo's weak operating performance in 2013 mainly comes from weaker than expected demand in its synthetic rubber, latex, and polycarbonates businesses. In 2012 EBITDA was hurt by unfavorable pricing in Trinseo's styrenics business, which has improved somewhat in the current year in terms of operating performance. Underlying these weaknesses has been the anemic economic growth in key areas such as Europe, and in key markets such as construction, tires, and paper. We assume that the company will continue to face demand and pricing challenges in its business that constrain any meaningful improvement in EBITDA over the next 12 months," S&P added. "The stable outlook reflects our expectation that 2013 EBITDA will at least be flat relative to 2012 levels. A key assumption is that liquidity will remain at levels we consider adequate, with sources of funds exceeding uses by at least 1.2x, and that the company will manage its revolver utilization so that it remains in compliance with covenants. We believe that if EBITDA remains at 2012 levels or improves the company will be able to maintain adequate liquidity, and the ratio of FFO to total debt will be in the 8% to 10% range that we consider appropriate at the ratings," S&P noted. S&P will lower ratings if liquidity weakens, the company is unable to comply with covenants, or EBITDA drops below 2012 levels including if margins drop below 3.5%. S&P will also lower ratings if the ratio of FFO to total debt approaches 5% with no immediate prospects for improvement. S&P will consider a downgrade if free cash flow continues to be negative beyond 2013, impairing liquidity. S&P do not envisage raising its rating on the company at this point in time. However, S&P would consider an upgrade if the company successfully launches an IPO as previously planned, reducing the ownership of the private equity sponsor below 40% and reducing debt levels so that the ratio of FFO to total debt exceeded 12% on a sustainable basis. S&P considers this scenario to be unlikely over the next 12 months. TRISTAR WELLNESS: Incurs $1.7-Mil. Net Loss in Second Quarter ------------------------------------------------------------- Tristar Wellness Solutions, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.7 million on $1.3 million of sales revenue for the three months ended June 30, 2013, compared with a net loss of $172,000 on $1,000 of sales revenue for the same period last year. The Company reported a net loss of $3.9 million on $1.3 million of sales revenue for the six months ended June 30, 2013, compared with a net loss of $193,000 on $1,000 of sales revenue for the corresponding period of 2012. The Company's balance sheet at June 30, 2013, showed $6.3 million in total assets, $7.0 million in total liabilities, and a stockholders' deficit of $721,000. "The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. In addition, as of June 30, 2013, the Company had an accumulated deficit of $13.7 million, and had incurred a net loss for the six months ended June 30, 2013, of $3.9 million and had negative working capital of $2.7 million. "The consolidated financial statements for the fiscal year ended Dec. 31, 2012, states that because the Company has suffered recurring operating losses from operations, there is substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/sl58Qw Westport Conn.-based Tristar Wellness Solutions, Inc., is a company involved in developing, manufacturing and marketing HemCon Medical Technologies Inc.'s innovative wound care/infection control medical devices, as well as, developing, marketing and selling NorthStar Consumer Products, LLC's Beaute de Maman(TM) product line, which is a line of skincare and other products specifically targeted for pregnant women, as well as developing the Soft and Smooth Assets. TUBE CITY: S&P Puts 'BB-' CCR on CreditWatch Developing ------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings, including the 'BB-' corporate credit rating, on Glassport, Pa.- based Tube City IMS Corp. on CreditWatch with developing implications. The CreditWatch listing follows The Pritzker Organization's announcement that it will acquire all outstanding shares of TMS International for about $1 billion, or $17.50 per share, in a cash transaction funded by a combination of debt and equity. TMS International will become a privately held company, and S&P will need to evaluate the new capital structure and liquidity once the acquisition is concluded. "Standard & Poor's will monitor the progress toward closing the transaction and evaluate the company's financing plans. We will also assess any operational and strategic changes proposed by The Pritzker Organization," said Standard & Poor's credit analyst Chiza Vitta. UNIVAR NV: Bank Debt Trades At 2% Off ------------------------------------- Participations in a syndicated loan under which Univar NV is a borrower traded in the secondary market at 98.13 cents-on-the- dollar during the week ended Friday, August 30, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 0.34 percentage points from the previous week. The loan matures on June 30, 2017. The company pays 350 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B2 and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 254 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Univar N.V. -- http://www.univarcorp.com/-- is one of the largest distributors of industrial chemicals and providers of related services to a diverse set of end markets in the US, Canada and Europe. In April 2007, the company purchased ChemCentral Corporation, the fourth largest chemicals distributor in the US, for a purchase price of about $650 million, which resulted in the combined entities becoming the largest chemicals distributor in North America. The company had pro forma revenues (including ChemCentral Corporation) of $8.3 billion for the LTM ended June 30, 2007. UPPER NASSAU: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Upper Nassau Bay L.P. 18290 Upper Bay Road Nassau Bay, TX 77058 Bankruptcy Case No.: 13-35266 Chapter 11 Petition Date: August 28, 2013 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Jeff Bohm Debtor's Counsel: Barbara Mincey Rogers, Esq. ROGERS & ANDERSON, PLLC 1415 North Loop West, Suite 1020 Houston, TX 77008 Tel: (713) 868-4411 Fax: (713) 868-4413 E-mail: brogers@ralaw.net Scheduled Assets: $4,714,069 Scheduled Liabilities: $3,556,576 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/txsb13-35266.pdf The petition was signed by Alan Longhurst, president of general partner, Alan Longhurst, Inc. WALTER ENERGY: Bank Debt Trades at 4% Off ----------------------------------------- Participations in a syndicated loan under which Walter Energy Inc is a borrower traded in the secondary market at 94.46 cents-on- the-dollar during the week ended Friday, August 30, 2013 according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.46 percentage points from the previous week, The Journal relates. Walter Energy, Inc., headquartered in Birmingham, Alabama, is primarily a metallurgical coal producer which also produces metallurgical coke, steam and industrial coal, and natural gas. The company acquired met coal producer Western Coal Corporation in April 2011. WINDSTREAM CORP: Holding Co Formation No Impact on Fitch Ratings ---------------------------------------------------------------- Fitch Ratings believes Windstream Corporation's (Windstream) formation of a holding company is neutral to its credit profile. Windstream's Issuer Default Rating (IDR) is 'BB+' and the Rating Outlook is Negative. Effective at 4 p.m. EDT Aug. 30, 2013, Windstream Corporation will become a subsidiary of Windstream Holdings, Inc., through a conversion of Windstream's common shares into the equivalent number of shares of Windstream Holdings. Windstream Corporation will continue to be the primary obligor for the currently outstanding debt, and there will be no change in the assets or operations supporting its existing debt. WVSV HOLDINGS: Rival Chapter 11 Plans Revised --------------------------------------------- WVSV Holdings, L.L.C., and 10K, LLC, a secured creditor, delivered with the U.S. Bankruptcy Court for the District of Arizona revised Chapter 11 plan of reorganization and accompanying disclosure statements. Under the Debtor-proposed Plan, funding to pay creditors will be from cash on hand; proceeds from the sale of any of the Debtor's property; DIP Loan proceeds; and infusions of equity, if necessary. The Debtor believes that it will have sufficient cash on hand to meet all the Plan's obligations. The Debtor's best projections are this figure will be no less than $300,000 (for attorneys' fees), and perhaps as much as $800,000 -- if the January 15, 2013 payment is factored, as well as additional expenses. 10K's Plan proposes two options: Option A -- The the Plan will be funded by the Bankruptcy Estate's sale of 855 acres of Tract A to 10K for the purchase price of $8,551,000; and Option B -- 10K's Class 2 judgment claim, Class 4 secured claim, Class 6 litigation claim, and Class 7 administrative claim against the Bankruptcy Estate will be deemed satisfied by the transfer to 10K of all of the Bankruptcy Estate's right, title, and interests, both legal and equitable, in and to all real property, personal property, and contract rights. The Debtor-proposed Plan will impair the secured claim of KPHV, LLC, which will release its lien for payment at the rate of $200 per acre sold. All unpaid principal and interest at the rate of 12% per annum will be due and payable on or before March 20, 2015. The 10K Amended Creditor's Plan will not impair KPHV's secured claim and will pay the allowed amount of the claim in full from cash on hand of the bankruptcy estate. 10K, LLC's judgment claim is unimpaired and will be paid in full under the Debtor-sponsored Plan although the Debtor disputes the asserted amount of the claim, which is $284,179. Under 10K's Plan, its judgment claim will be deemed satisfied by a credit against the purchase price to be paid by 10K as part of the sale. 10K, LLC's secured claim is also unimpaired and will be paid in full under the Debtor-sponsored Plan. 10K also asserts an unsecured claim in the amount of $417,000,000. The Debtor denies liability on this claim. General unsecured claims under the Debtor-sponsored Plan are impaired and will receive 100% of its allowed general unsecured claim. Payments to general unsecured claims will be made in four equal semi-annual payments, the first of which will commence 60 days after the Effective Date. Interest will accrue on these claims at the federal judgment interest rate. A full-text copy of the Disclosure Statement explaining the Debtor's Amended Plan, dated Aug. 27, 2013, is available for free at http://bankrupt.com/misc/WVSVdebtords0827.pdf A full-text copy of the Disclosure Statement, explaining the 10K Creditor's Amended Plan, dated Aug. 27, 2013, is available for free at http://bankrupt.com/misc/WVSV10kds0827.pdf The Debtor is represented by the Law Offices of MICHAEL W. CARMEL, LTD., in Phoenix, Arizona. 10K is represented by Michael McGrath, Esq., and David J. Hindman, Esq., at MESCH, CLARK & ROTHSCHILD, P.C., in Tucson, Arizona; and Daniel Dowd, Esq., and Daniel Durchslag, Esq., at COHEN KENNEDY DOWD & QUIGLEY, P.C., in Phoenix, Arizona. YUCAIPA TOWING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Yucaipa Towing, Inc. 21921 Alessandro Boulevard Moreno Valley, CA 92553 Bankruptcy Case No.: 13-24588 Chapter 11 Petition Date: August 28, 2013 Court: U.S. Bankruptcy Court Central District of California (Riverside) Judge: Deborah J. Saltzman Debtor's Counsel: Elaine Nguyen, Esq. WEINTRAUB & SELTH, APC 11766 Wilshire Boulevard, Suite 1170 Los Angeles, CA 90025 Tel: (310) 207-1494 Fax: (310) 442-0660 E-mail: elaine@wsrlaw.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb13-24588.pdf The petition was signed by George Acosta, president. ZACH ALBRIGHT: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: Zach Albright & Associates, LLC 512 Wesley Oaks Circle Saint Simons Island, GA 31522 Bankruptcy Case No.: 13-12142 Chapter 11 Petition Date: August 28, 2013 Court: U.S. Bankruptcy Court Northern District of Georgia (Newnan) Debtor's Counsel: J. Nevin Smith, Esq. SMITH CONERLY, LLP 402 Newnan Street Carrollton, GA 30117 Tel: (770) 834-1160 Fax: (770) 834-1190 E-mail: cstembridge@smithconerly.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by William Zachary Albright, manager. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Certus Bank 113 Corporate $2,177,413 100 Tom Reeve Drive Drive, Carrollton, Carrollton, GA 30117 GA 30117 XHIBIT CORP: Incurs $4.3-Mil. Net Loss in Second Quarter -------------------------------------------------------- Xhibit Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $4.3 million on $16.5 million of revenues for the three months ended June 30, 2013, compared with a net loss of $341,714 on $2.4 million of revenues for the same period last year. The Company reported a net loss of $5.4 million on $20.3 million of revenues for the six months ended June 30, 2013, compared with a net loss of $518,274 on $4.5 million of revenues for the comparable period of 2012. "The SkyMall Merger was completed on May 16, 2013. Accordingly, the results of operations for the three and six months ended June 30, 2013, include the operating results of SkyMall from the May 16, 2013 merger date. "The Company had an operating loss of $5.3 million for the six months ended June 30, 2013, as compared to an operating loss of $0.5 million for the six months ended June 30, 2012, an increase in loss of $4.8 million. "Of the $4.8 million increase in operating loss, $1.0 million was attributable to SkyMall operating activities. The remaining $3.8 million increase in loss is the result of a number of factors including: $2.0 million in non-cash stock-based compensation ($1.6 million for consulting services in connection with the SkyMall Merger and $0.4 million in non-cash stock-based compensation paid to employees), increased depreciation and amortization of $0.5 million, legal and professional fees of $0.3 million and increased selling and marketing expenses of $0.7 million incurred primarily to develop and support the sales of our nutraceutical products." The Company's balance sheet at June 30, 2013, showed $75.0 million in total assets, $49.4 million in total liabilities, and stockholders' equity of $25.6 million. "The Company has incurred significant losses from operations for the six months ended June 30, 2013, has used approximately $6.4 million in cash from operations through this current six month period, and has a working capital deficit of approximately $25.5 million at June 30, 2013. As a result, a risk exists regarding our ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/iOnnCZ On May 16, 2013, Tempe, Ariz.-based Xhibit Corp. entered into an Agreement and Plan of Merger among Xhibit, Project SMI Corp., a Delaware corporation and wholly-owned subsidiary of Xhibit ("SMI Merger Sub"), SHC Parent Corp., a Delaware corporation ("SHC"), and TNC Group, Inc., an Arizona corporation and Stockholder Representative for the SHC stockholders. Pursuant to the terms of the Merger Agreement, on May 16, 2013, SMI Merger Sub merged with and into SHC (the "SkyMall Merger"), with SHC surviving the SkyMall Merger as a wholly-owned subsidiary of Xhibit. SHC is the parent corporation of SkyMall Interests, LLC, a Delaware limited liability company ("Interests"), SkyMall, LLC, a Delaware limited liability company, and SkyMall Ventures, LLC, a Delaware limited liability company ("Ventures," and, collectively with SHC, Interests and SkyMall, LLC, the "SkyMall Companies" or "SkyMall"). The former shareholders of SHC became shareholders of Xhibit, receiving 44,440,000 shares of Xhibit common stock as part of the SkyMall Merger. The Company, through its subsidiaries other than the SkyMall Companies, is an online marketing and digital advertising company providing targeted and measurable online advertising campaigns and programs for a broad base of advertisers and advertising agency customers. The Company enables marketers to advertise and sell their products and services through major online marketing channels including display advertising and affiliate marketing networks. The Company also markets and sells nutraceutical products online. The SkyMall Companies operate (i) SkyMall, a multi-channel, direct marketer offering a wide array of merchandise from numerous direct marketers and manufacturers through the SkyMall catalog and website, SkyMall.com; and (ii) SkyMall Ventures, a provider of merchandise, gift cards and experiential rewards reaching millions of loyalty program members in various corporate and other loyalty programs throughout the country. * Visa, MasterCard Merchants Better with Pact, Expert Says ---------------------------------------------------------- Christie Smythe, writing for Bloomberg News, reported that merchants will be better off with a multibillion-dollar price- fixing settlement with Visa Inc. and MasterCard Inc. over swipe fees than they would be if they went to trial, a court appointed expert said. Alan O. Sykes, a New York University law professor, found that U.S. merchants face "a substantial probability of failure" if they proceed with the case, according to a memorandum filed on Aug. 29 in Brooklyn, New York federal court, the report related. Sykes, who was asked by U.S. District Judge John Gleeson to weigh in on the pact, also found some concerns with legal releases and the possible impact of certain rule changes promised in the deal. "The expected returns to continued litigation are highly uncertain," Sykes said in the memorandum, the report added. "Plaintiffs face a substantial probability of securing little or no relief at the conclusion of trial." Announced last July, the settlement was estimated at one time to be worth as much as $7.25 billion and was described by lawyers for the plaintiffs as the largest-ever U.S. antitrust accord, the report recalled. Dozens of major retailers, including the world's biggest, Wal-Mart Stores Inc., opposed the deal, claiming merchants should receive more money, the report said. They contend promised rule changes wouldn't be helpful and that the card companies would have too much freedom to raise fee rates in the future. * Bankruptcy Filings Slightly Higher in August, NACM Index Shows ---------------------------------------------------------------- The National Association of Credit Management's (NACM's) Credit Managers' Index (CMI) for August returned to the growth patterns of earlier this summer. The numbers look impressive again, and the index sits at 56.4, up nearly a full point from July's 55.5. The last few months were a little volatile, but not unexpected. The surge that kicked off the summer was based primarily on expectations, but as the second quarter came to an end there was some fear that business anticipated too much, too fast. The big jump from the April index's 53.3 to May's 55.6 was followed by a couple of months that looked OK, but which didn't carry the momentum forward significantly. July now looks like a month that gave businesses a chance to regroup and consider what the rest of the year would really look like, as the August numbers are the best in over 18 months, and higher than the previous peak in June. Sales returned to early summer levels, bouncing up to 63.1 after falling below 62 last month. This is a level not seen in well over a year and a half. New credit applications also jumped, though not as dramatically, and remains a little under the record pace it set in May. The current reading is 58.7, only a little below May's 59.2. Another good sign is that dollar collections jumped into the 60s for the first time since the recession started, sitting at 60.4. The last of the favorable categories, amount of credit extended, showed substantial improvement, although this month did not break the record set in May when it reached 65. The current reading is 63.3, almost a full point better than last month. Overall, the index of favorable factors is back in the 60s. At 61.4, it is the highest level reached in well over two years. Some important trends showed up in the unfavorable factors index as well. The gain noted in new credit applications, a favorable factor, was somewhat tempered by the lack of progress in rejections of credit applications, which retreated from 53.2 in July to 52.7 in August. "This suggests that some troubled companies are trying to access credit in the hopes they will see a turnaround sooner than later," said NACM Economist Chris Kuehl, PhD. There was also some decline in accounts placed for collection, from 53.6 to 52.5, again suggesting some companies are struggling this summer. "As noted in last month's report, a pattern is developing that will test weaker companies. As major competitors make their move, the others in that sector will struggle to hang onto their market share, and some will be better prepared than others," he said. The rest of the unfavorable factors showed some progress. Disputes improved from 51 to 51.6. Dollar amount beyond terms made a substantial recovery after slumping to 48.5 in July. It now stands at 51.1 -- not a record breaker by any stretch, but trending in the right direction, Mr. Kuehl noted. Dollar amount of customer deductions also made a very slight gain from 51 to 51.4. Finally, filings for bankruptcies trended slightly higher, from 58.2 to 58.7. Overall, the index of unfavorable factors was mostly flat, improving slightly from 52.6 to 53. The majority of the action in August was in the favorable categories, while the unfavorable numbers stayed roughly the same. "This bodes pretty well for the coming months, as long as nothing affects sales numbers drastically," Mr. Kuehl said. About The National Association of Credit Management NACM, headquartered in Columbia, Maryland, supports more than 15,000 business credit and financial professionals worldwide with premier industry services, tools and information. NACM and its network of affiliated associations are the leading resource for credit and financial management information, education, products and services designed to improve the management of business credit and accounts receivable. NACM's collective voice has influenced federal legislative policy results concerning commercial business and trade credit to its nation's policy makers for more than 100 years, and continues to play an active part in legislative issues pertaining to business credit and corporate bankruptcy. Its annual Credit Congress is the largest gathering of credit professionals in the world. * Fewer U.S. Banks Fail as Industry Continues to Heal ----------------------------------------------------- Michael R. Crittenden, writing for The Wall Street Journal, reported that the gradual strengthening of the U.S. banking industry has largely ended one of the hallmarks of the financial crisis: the Aug. 30 night scramble to close scores of failing banks. According to the report, when Phoenix-based Sunrise Bank of Arizona was closed by regulators, it became the 20th bank failure of the year. In 2010, the worst year for bank failures since 1992, regulators closed the 20th bank in mid-February. The report said the change reflects the resurgence of U.S. banks, which have seen their combined earnings climb for 16 consecutive quarters. The Federal Deposit Insurance Corp reported on Aug. 29 that banks earned $42.2 billion between April and June of this year, up 23% from the same period of 2012. It was the second consecutive quarter that banks reported record profits; the industry earned $40.3 billion in the first three months of the year. The agency also said banks increased lending modestly during the second quarter of this year and more than 90% of the nearly 7,000 U.S. banks reported a second-quarter profit, the report added. "We're looking today at a banking industry that is significantly stronger than it was three years ago," FDIC Chairman Martin Gruenberg told reporters on Aug. 29, the report further related. * Fitch: Global Reinsurance Outlook Still Stable, Pricing to Fall ----------------------------------------------------------------- Fitch Ratings' outlook for global reinsurance sector ratings remains stable, with the agency expecting to affirm the majority of its current reinsurance ratings in 2014. Supporting factors include capital strength and continued profitability. In the absence of a major catastrophe, a persistent, low-yielding investment environment and softening (falling) prices are the key factors that could lead to a deterioration of the sector's credit profile. "The investment environment is likely to provide the greatest challenge to the reinsurance sector in 2014," says Martyn Street, co-head of Reinsurance at Fitch. "We expect continued low interest rates, which will make it more challenging for reinsurers to achieve similar 2014 profitability to that forecast for 2013." Fitch expects broader softening of prices at the key 1 January 2014 renewal and beyond, assuming no significant loss events take place, due to surplus underwriting capacity. While premium growth is likely to continue into 2014, in the absence of a major loss event, prices are expected to fall. "There is likely to be a disparity in overall pricing movements, but soft market conditions are likely to broaden to more product classes," says Brian Schneider, co-head of Reinsurance at Fitch. "While Fitch expects prices to remain adequate across major classes, underwriting discipline will be tested. We also expect continued competition between traditional and alternative reinsurance." Fitch expects reserves to develop favourably overall, but the level of surplus is expected to decline somewhat, adding pressure to run-rate profitability. In order to trigger a sector outlook revision from stable to negative, a single loss event of USD60bn, coupled with a sudden spike in interest rates of 300bp or more and an inability for reinsurers to replenish lost capital would be necessary. This would likely result in negative rating actions. Fitch considers such a combination to be rare. More than 94% of the reinsurers rated by Fitch have a Stable Outlook, with the remainder having a Positive Outlook. Fitch rates more than 65 reinsurers globally. The stable outlook on the reinsurance industry means that Fitch expects to affirm the majority of reinsurers' ratings over the next 12-24 months. * Moody's Says Outlook on US Personal Lines Insurers Sector Stable ------------------------------------------------------------------ Moody's stable outlook for the US property-casualty (P&C) personal insurance industry reflects the industry's focus on price adequacy given low re-investment rates, along with improvements in underwriting and risk management, and balance sheet strength despite catastrophe losses, says Moody's Investors Service in its latest industry outlook "Stable Outlook for US P&C Personal Lines Insurers: Intense but Orderly Competition Among Industry Leaders" "Auto pricing continues to rise, and is outpacing liability loss cost trends as insurers seek to protect operating margins and stem the impact of low re-investment rates", said Moody's analyst Enrico Leo. However, we note that rate increases are moderating as severity trends which previously increased have begun to decelerate." "Direct writers of auto insurance continue to gain market share and possess significant competitive advantages in terms of economies of scale, low expense ratios, and the ability to offer competitive prices to consumers", says Leo. In order to generate growth, some agency writers have recently announced intentions to lower expenses and set their rates more competitively. Going forward we expect competition to remain intense, but orderly. Homeowners' insurers continue to institute rate increases, tighten underwriting standards, and implement other risk management initiatives in response to high catastrophe and weather-related losses over the last few years, according to Moody's, and, as a result, underwriting margins are improving. The employment of sophisticated data analytics in front-end underwriting will remain a key driver for insurers seeking to improve profitability in this volatile business line. Insurers will remain focused on bottom line profitability, while emphasizing product retention, cost efficiency, and data analytics. Insurers are also increasingly employing online capabilities for policy issuance and claims servicing, as consumers demand more choice around insurance buying decisions. Moody's also published its latest industry scorecard for the US personal lines insurance sector which is a point-in-time analysis of a specific sector within the global insurance industry and highlights the key credit factors Moody's reviews when assessing insurers in this sector. Moody's industry outlooks indicate the rating agency's forward- looking assessment of fundamental credit conditions that will affect the creditworthiness of an industry over the next 12-18 months. * Moody's Says Outlook on US Commercial Line Insurers Stable ------------------------------------------------------------ Moody's stable outlook for the US property-casualty (P&C) commercial insurance industry reflects an expectation of moderate rate firming pushing underwriting margins into favorable territory over the next 12-18 months, coupled with improved risk selection and claims processes, which are leading to durable reductions in volatility, says Moody's Investors Service in its latest industry outlook "Stable Outlook for US P&C Commercial Lines Insurers: Good Fundamentals, but not a Hard Market." "We expect commercial casualty rates to remain firmly in positive territory as carriers maintain price discipline to address combined ratios which remain above 100%, weak investment income, despite the gradual uptick in new money rates, and elevated catastrophe loss potential," said Moody's Vice President and Senior Credit Officer Pano Karambelas. "However, the sector's prospects for outsized earnings growth will be constrained relative to previous hard markets, as plentiful capacity and slow economic growth impose a ceiling on rates," added Karambelas. Notably, property lines seem most susceptible to a loss of pricing momentum because of increased competition and meaningful price reductions in the catastrophe reinsurance market at mid-year renewals, says the rating agency. In addition, while the absence of meaningful redundancies in loss reserves encourages price discipline, the margin for error to cushion reserve volatility has narrowed. A longer term challenge associated with reserving is the potential for unexpected claims inflation, particularly related to rising medical claim costs in workers' compensation, notes Moody's. Moody's report notes tools including catastrophe models, predictive models, and capital models with economic scenario generators are helping to indentify and manage sources of earnings and capital volatility, a credit positive. When properly used, these tools have prompted actions designed to reduce volatility and may help reduce the overall amplitude of the underwriting cycle, says Moody's. Moody's also published its latest industry scorecard for the US P&C commercial lines insurance sector which is a point-in-time analysis of a specific sector within the global insurance industry and highlights the key credit factors Moody's reviews when assessing insurers in this sector. Moody's industry outlooks indicate the rating agency's forward- looking assessment of fundamental credit conditions that will affect the creditworthiness of an industry over the next 12-18 months. * BOND PRICING -- For Week From August 26 to 30, 2013 ----------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AES Eastern Energy LP AES 9.67 3.1 1/2/2029 AES Eastern Energy LP AES 9 1.75 1/2/2017 Affinion Group Holdings Inc AFFINI 11.625 61 11/15/2015 AGY Holding Corp AGYH 11 52.063 11/15/2014 Alion Science & Technology Corp ALISCI 10.25 58.322 2/1/2015 ATP Oil & Gas Corp/ United States ATPG 11.875 0.5 5/1/2015 Buffalo Thunder Development Authority BUFLO 9.375 31.875 12/15/2014 California Baptist Foundation CALBAP 7.8 6.222 5/15/2015 Cengage Learning Acquisitions Inc TLACQ 10.5 20.375 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 12 12.75 6/30/2019 Cengage Learning Acquisitions Inc TLACQ 13.25 1.375 7/15/2015 Cengage Learning Acquisitions Inc TLACQ 10.5 20.375 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 13.25 1.375 7/15/2015 Cengage Learning Holdco Inc TLACQ 13.75 1.375 7/15/2015 Champion Enterprises Inc CHB 2.75 0.375 11/1/2037 Eastman Kodak Co EK 7 2 4/1/2017 Eastman Kodak Co EK 9.95 1.5 7/1/2018 Eastman Kodak Co EK 9.2 2.913 6/1/2021 Energy Conversion Devices Inc ENER 3 7.875 6/15/2013 Energy Future Holdings Corp TXU 5.55 50 11/15/2014 Federal Home Loan Banks FHLB 1.55 96.5 6/13/2023 FiberTower Corp FTWR 9 1 1/1/2016 GMX Resources Inc GMXR 9 14.9 3/2/2018 GMX Resources Inc GMXR 4.5 4.875 5/1/2015 James River Coal Co JRCC 4.5 38.725 12/1/2015 James River Coal Co JRCC 3.125 21.666 3/15/2018 LBI Media Inc LBIMED 8.5 30 8/1/2017 Lehman Brothers Holdings Inc LEH 1 21.5 8/17/2014 Lehman Brothers Holdings Inc LEH 1 21.5 8/17/2014 Lehman Brothers Holdings Inc LEH 0.25 21.5 1/26/2014 Lehman Brothers Holdings Inc LEH 1.25 21.5 2/6/2014 Lehman Brothers Holdings Inc LEH 1 21.5 3/29/2014 Lehman Brothers Inc LEH 7.5 19.5 8/1/2026 Lion Connecticut Holdings Inc INTNED 6.75 99 9/15/2013 Mashantucket Western Pequot Tribe MASHTU 6.5 15.25 7/1/2036 Overseas Shipholding Group Inc OSG 8.75 90.75 12/1/2013 Penson Worldwide Inc PNSN 8 8.625 6/1/2014 Platinum Energy Solutions Inc PLATEN 14.25 57.85 3/1/2015 PMI Group Inc/The PMI 6 31 9/15/2016 Powerwave Technologies Inc PWAV 1.875 0.875 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.875 11/15/2024 Residential Capital LLC RESCAP 6.875 33 6/30/2015 Savient Pharmaceuticals Inc SVNT 4.75 17.5 2/1/2018 School Specialty Inc SCHS 3.75 38.375 11/30/2026 Terrestar Networks Inc TSTR 6.5 10 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 4.182 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15 25.37 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 5.5 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.5 5.85 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15 26.1 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.5 5.5 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 5 11/1/2015 TMST Inc THMR 8 9 5/15/2013 UAL 2000-2 Pass Through Trust UAL 7.762 2.008 4/29/2049 USEC Inc USU 3 32.5 10/1/2014 Verso Paper Holdings LLC / Verso Paper Inc VRS 8.75 32.294 2/1/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 39.011 8/1/2016 WCI Communities Inc/Old WCI 4 0.5 8/5/2023 Western Express Inc WSTEXP 12.5 63.625 4/15/2015 Western Express Inc WSTEXP 12.5 63.625 4/15/2015 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2013. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***