/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130911.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, September 11, 2013, Vol. 17, No. 252 Headlines 1122 WASHINGTON: Voluntary Chapter 11 Case Summary 1250 OCEANSIDE: US Trustee Objects to Ch. 11 Plan ADEPT TECHNOLOGIES: Plan Approval Hearing Continued to Sept. 16 AIR 2 US: Fitch Affirms 'B-' Rating on Series A Equipment Notes AIR CANADA: Fitch To Rate $700MM 1st Lien Secured Term Loan 'BB' AIR CANADA: Moody's Rates $100MM First Lien Debt Facility 'B2' AIR CANADA: S&P Assigns 'B+' Rating to $700MM 1st-Lien Term Loan AMERICAN EAGLE: Voluntary Chapter 11 Case Summary AMERICAN ROADS: Tender Offer for Senior Secured Bonds Commenced ANCHOR BANCORP: Files Copy of Confirmation Order With SEC AMERICANWEST BANCORP: Files Copy of Confirmation Order With SEC ARI-RC 2: More 1525 & 1535 Rancho Property Owners in Ch. 11 ARI-RC 2: Sec. 341(a) Meeting of Creditors on Oct. 15 ARROW ALUMINUM: Disclosure Statement Approved, Hearing on Sept. 25 ARROW ALUMINUM: Secured Creditor Objects to Plan Confirmation BELDEN INC: Moody's Affirms 'Ba1' CFR & Rates Sub. Debt 'Ba2' BELDEN INC: S&P Rates $250MM 1st-lien Sr. Secured Term Loan 'BB' BROWNSVILLE MD: Section 341(a) Meeting Scheduled for Oct. 22 BROWNSVILLE MD: Wants Court Approval to Use Cash Collateral CANYONS AT DEBEQUE: Court Dismisses Chapter 11 Case CAPITAL BANCORP: U.S. Trustee Plan Objection Filed CAPITOL INVESTMENT: Shook Hardy Agrees to Deal Over Ponzi Suit CASA CASUARINA: Owners Aim to Void Lease Ahead of Auction CE-SCI CORPORATION: Incurs $4.4-Mil. Net Loss in June 30 Quarter CENGAGE LEARNING: Blasts Creditors' Bid to Pursue Disputed Claims CENGAGE LEARNING: Seeks Mediator for Plan Dispute COMMODORE PLAZA: Voluntary Chapter 11 Case Summary CONSOLIDATED CAPITAL: Incurs $69,000 Net Loss in Second Quarter COUNTRY HOMES: Voluntary Chapter 11 Case Summary DALLAS ROADSTER: Wants More Time to Confirm Plan DALLAS ROADSTER: Files Fourth Amended Plan Outline DETROIT, MI: Leaders Say City Tried to Avoid Bankruptcy DETROIT, MI: Says Ch. 9 Opponents Are Inventing Requirements DETROIT, MI: State Argues Governor and Others Have Privileged Info DIAMONDBACK ENERGY: Moody's Rates Proposed $450MM Notes 'Caa1' DIGITAL ANGEL: Has $16,000 Loss from Continuing Operations in Q2 DPL INC: Poor Performance Cues Moody's to Downgrade CFR to Ba2 EASTMAN KODAK: Amends Stock Purchase Agreement with KPP Trustees EDGE PRODUCTS: Car Electronics Maker Files for Bankruptcy ENERGAE LP: Suit Asking Receivership in Limbo ENERGY FUTURE: Moody's Says Bankruptcy Looms at Year's End ENGLOBAL CORP: Reports $1.59-Mil. Net Loss in 2nd Quarter ENGLOBAL CORP: Inks Third Amendment to PNC Bank Loan Agreement EXCEL MARITIME: Committee's Bid to Terminate Exclusivity Denied EXCEL MARITIME: Oct. 18 Set as Last Day to File Proofs of Claim EXIDE TECHNOLOGIES: Incurs $91.2-Mil. Net Loss in June 30 Quarter FIELDWOOD ENERGY: Moody's Assigns 'B1' CFR; Outlook Stable FLORIDA GAMING: Obtains Order Establishing Trading Procedures FTS INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable GLW EQUIPMENT: Withdraws Application to Hire Financial Consultant GREEN FIELD: Payment Default Triggers Moody's Rating Downgrades HARVEST NATURAL: Incurs $2.92-Mil. Net Loss in Second Quarter HIGH REV: Case Summary & 9 Unsecured Creditors HOWREY LLP: Hits 3 More Ex-Partners With Clawback Claims IBAHN CORP: Wins Approval for $1.5-Mil. Ch. 11 Loan IBAHN CORP: Voluntary Chapter 11 Case Summary ICON HEALTH: S&P Revises Outlook to Negative & Affirms 'B-' CCR INKIA ENERGY: Fitch Rates US$100-Mil. Unsecured Notes INVENT VENTURES: Incurs $243K Net Loss in Second Quarter JUMP OIL: Lion Petroleum Buys 32 Gas Stations K-V PHARMACEUTICAL: Files Copy of Confirmation Order With SEC KEMET CORP: Former EVP Global Sales to Get $859,000 as Settlement LAND SECURITIES: Files Amended Plan Disclosures LAND SECURITIES: Court Approves Stipulation With State Farm LEHMAN BROTHERS: Committee Drops Bid to Probe Ernst & Young LEHMAN BROTHERS: Giants Stadium Seeks to Serve Subpoenas LEHMAN BROTHERS: Wins OK of Agreements to Resolve Default Swaps LEHMAN BROTHERS: City-Yuwa et al. Seek $217,000 in Fees LEHMAN BROTHERS: Creditors Defend Extra Attorneys' Fees LETICIA INC: Case Summary & 20 Largest Unsecured Creditors LICHTIN/WADE: ERGS II Wins Favorable Ruling on Secured Claim LUCID INC: Incurs $1.27-Mil. Net Loss in Second Quarter MARITIME TELECOMMUNICATIONS: S&P Puts 'B' CCR on CreditWatch Neg. MAXCOM TELECOMUNICACIONES: Court Confirms Prepackaged Ch. 11 Plan METRO-GOLDWYN-MAYER: Overhaul of Studio Appears to Be Moneymaker MICROVISION INC: Incurs $3.44-Mil. Net Loss in Second Quarter MIDLAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors MONTREAL MAINE: Bernstein Shur Approved as Trustee's Attorneys MONTREAL MAINE: DSI Okayed as Ch. 11 Trustee's Financial Advisor MONTREAL MAINE: Trustee May Hire Kugler Kandestin as Counsel MONTREAL MAINE: Sept. 13 Hearing on Continued Cash Use MORTGAGE FUND '08: Greenberg Accused of Aiding Fraud Scheme MSD PERFORMANCE: Files for Chapter 11 to Sell Assets MSD PERFORMANCE: Wins Approval of First Day Motions MSD PERFORMANCE: Wins Approval to Hire Logan as Claims Agent MSD PERFORMANCE: Case Summary & 20 Largest Unsecured Creditors NATIONAL PROMOTERS: Puerto Rico Court Bars Use of Rent Proceeds NATURAL PORK: Wants Plan Exclusivity Extended Until Jan. 7 NATURAL RESOURCE: S&P Assigns 'B+' CCR; Outlook Stable NESBITT PORTLAND: Hilton Says Licenses Bar Ch. 11 Sale Plan NNN PARKWAY: 400 26 LLC Loses Plan Exclusivity OGX PETROLEO: Batista May Seek Arbitration Against OGX Put Option ONDOVA LTD: Ch. 7 Trustee Seeks to Intervene in Domain Suit ORCHARD SUPPLY: Sells Majority of Assets to Lowe's for $205-Mil. OSIRUS INC: Case Summary & 20 Largest Unsecured Creditors PARK SIDE: To Seek Confirmation of Liquidating Plan Oct. 8 PATRIOT COAL: Court Approves VEBA Trust Proposed by Retiree Panel PATRIOT COAL: To Idle Logan County Thermal Coal Complex PATRIOT COAL: UMWA Reacts to Pending Logan County Complex Closure PERSONAL COMMUNICATIONS: Creditors Slam Proposed $105MM Sale PRM FAMILY: Has Access to Cash Collateral Until Oct. 6 PRM FAMILY: Court OKs Hiring of Liquor License Broker RADIAN GROUP: Mortgage Unit Releases August Delinquency Data RECINE MATERIALS: Voluntary Chapter 11 Case Summary RESERVE PRIMARY: Ex-Fund Owners Reach $10MM Deal in Fraud Suit RESIDENTIAL CAPITAL: Syncora Balks at Bid to Get Servicing Deals RESIDENTIAL CAPITAL: Impac Has Issues With Transfer of Deals RESIDENTIAL CAPITAL: Syncora Defends $800-Mil. Claim RESIDENTIAL CAPITAL: Objects to R. Sweeting's $158.3MM Claims REYNOLDS & REYNOLDS: Moody's Eyes Upgrade After Sale Cancellation RIVER'S BEND GOLF: Files Chapter 11 to Avoid Foreclosure Auction RIVER'S BEND: Case Summary & 3 Unsecured Creditors ROCK POINTE: Stipulates to Postponement of Election Date to Oct. 4 ROGERS BANCHARES: Sept. 20 Hearing on Carl Marks' Employment SOMERSET MEDICAL: Moody's Confirms 'Ba2' Rating on $80MM Bonds STONEVILLE FURNITURE: Case Summary & 6 Unsecured Creditors SUNSHINE MARINE: Case Summary & 18 Largest Unsecured Creditors SURTRONICS INC: Files for Bankruptcy Protection SURTRONICS INC: Files Schedules of Assets and Liabilities SURTRONICS INC: Sec. 341(a) Meeting of Creditors on Oct. 23 TAIGOD 3: Case Summary & Unsecured Creditor TENET HEALTHCARE: Fitch Rates New $1.8BB Sr. Secured Notes 'BB' TENET HEALTHCARE: Moody's Rates $1.8-Bil. Senior Notes 'Ba3' TENET HEALTHCARE: S&P Rates New $1.8BB Sr. Secured Notes 'B+' TRIAD GUARANTY: Court Enters Order on Equity Transfer Procedures UNIVAR INC: Moody's Revises Outlook to Negative Over High Debt VANTAGE PIPELINE: Moody's Rates New $225MM Senior Term Loan 'Ba2' W.R. GRACE: FCR Wins Approval to Hire Orrick as Counsel W.R. GRACE: FCR Has Consent for Phillips as Co-Counsel W.R. GRACE: FCR Wins Approval to Hire Lincoln as Adviser WHITING PETROLEUM: $1.8-Bil. Sr. Notes Get Moody's Ba2 Rating WHITING PETROLEUM: S&P Rates $900MM Sr. Unsecured Notes 'BB+' WINDSTREAM HOLDINGS: S&P Assigns 'BB-' Corporate Credit Rating * Judge Calls for Expansion of Judicial Workforce * Senator Requests Probe of New Bankruptcy Fee Rules * CFTC Signals It May Tighten Rules on High-Speed Trading * FDIC Adopts Rule Change for U.S. Bank Branches in U.K. * Fitch: Global Cross Asset Default Activity Modest in 1st Half * Mortgage Lenders, Home Buyers Feel Rate Squeeze * Pressures on Smaller Spaces Offset Big Box Gains in Central NJ * Jenner & Block Hires Ex-TARP Watchdog Barofsky * Upcoming Meetings, Conferences and Seminars ********* 1122 WASHINGTON: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: 1122 Washington LP 165 N. Meramec Avenue, Suite 430 St. Louis, MO 63105 Bankruptcy Case No.: 13-48248 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Barry S. Schermer Debtor's Counsel: Vincent D. Vogler, Esq. THE VOGLER LAW FIRM, P.C. Two City Place Drive, Suite 150 P.O. Box 419037 St. Louis, MO 63141-9037 Tel: (314) 567-7970 E-mail: vdvogler@earthlink.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Bill L. Bruce, president of general partner. 1250 OCEANSIDE: US Trustee Objects to Ch. 11 Plan ------------------------------------------------- Law360 reported that the U.S. Trustee's Office in Honolulu on Sept. 6 objected to a Chapter 11 reorganization plan filed by a luxury developer, saying the plan failed to describe how it would pay the company's unsecured creditors. According to the report, Hawaii-based 1250 Oceanside Partners and two of its affiliates, Pacific Star Company and Front Nine LLC, filed a joint consolidation plan of reorganization in U.S. Bankruptcy Court for the District of Hawaii in August to exit bankruptcy under SunChase Holdings Inc., a privately held real estate development and investment company. About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replace the law firm of Gelber, Gelber & Ingersoll as general counsel. A creditors committee has not been appointed. James A. Wagner, Esq., at Wagner Choi & Verbrugge, represents Sun Kona Finance I, LLC and Sun Kona Finance II, LLC, as counsel. ADEPT TECHNOLOGIES: Plan Approval Hearing Continued to Sept. 16 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama continued until Sept. 16, 2013, at 9 a.m., the hearing to consider the confirmation of ADEPT Technologies, LLC's Chapter 11 Plan including the objection filed by J. Thomas Corbett, Bankruptcy Administrator. As reported by the Troubled Company Reporter on June 20, 2013, the Plan is proposing a 10% recovery for allowed general unsecured claims. Under the Plan, First Volunteer Bank will retain its lien on the collateral securing the Debtor's $129,536 prepetition loan until the time the debt is paid in full, with the secured claim to be paid through monthly payments of $943 per month; (ii) PNC Bank's $6.2 million secured claim will be paid through the execution of a new promissory note to be secured by the same collateral upon which PNC had a lien prepetition according to its same priority; and (iii) the Debtor will restructure its $2.2 million and $135,078 secured debt with Southern Development Council, Inc., and will assume the debt according to the terms and conditions of the existing finance agreements in place. SD J. Thomas Corbett, Bankruptcy Administrator, will retain its lien on the collateral securing the debt until the time the debt is paid in full. On July 15, the Bankruptcy Administrator filed an objection to the confirmation of the Plan, saying that the requirement for confirmation of the Debtor's plan have not been met in that each class of impaired claims has not accepted the plan. According to Mr. Corbett, a review of the case file indicates that all creditors under Class 3 -- Secured Claims -- have rejected the plan. The Plan, says Mr. Corbett, violates the absolute priority rule. Under the absolute priority rule, a senior class of claims must be paid in full before a junior class of creditors or equity security holders may receive anything of value on account of their interests, if the superior impaired class does not accept the plan. Under the Plan, Class 5 Equity Interest Holders, Brad Fielder and Chad Fielder, will retain their equity interest in the Debtor. "Senior classes of claims have voted to reject the plan, therefore, the plan violates the absolute priority rule," Mr. Corbett states. Mr. Corbett adds that the plan as filed is inconsistent in the language regarding treatment of Class 4 Non-Priority General Unsecured Claims. "The language in the plan currently provides that holders of general unsecured claims without priority 'shall be paid ten percent (100%) of their Allowed Claim over a period of 60 months from the effective date of the Plan.' The plan should be amended to clarify the discrepancy between 'ten percent' and '100%' as currently stated in the plan," Mr. Corbett says. On July 15, secured creditor First Volunteer Bank also filed an objection to the plan, claiming that the plan isn't in compliance with the terms of the Bank's agreement with the Debtor as acknowledged and approved in the previous agreed court orders which include, but are not necessarily limited to the agreed order granting approval to pay adequate protection payments entered April 26, 2013. FVB is represented by Johnny Woodruff, Esq., at Simonds Law Firm. About ADEPT Technologies ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama. The Debtor, which has principal assets located in Huntsville, Alabama, estimated assets of $10 million to $50 million and liabilities of up to $10 million. Judge Jack Caddell presides over the case. Kevin D. Heard, Esq., at Heard Ary, LLC, represents the Debtor as counsel. The petition was signed by Brad Fielder, managing member. AIR 2 US: Fitch Affirms 'B-' Rating on Series A Equipment Notes --------------------------------------------------------------- Fitch Ratings has affirmed the ratings for Series A and Series B enhanced equipment notes (EENs) issued by AIR 2 US at 'BB' and 'B-' respectively. The rating Outlook for both series is Stable. AIR 2 US is a special purpose Cayman Islands company created to issue EENs; utilize the proceeds to purchase Permitted Investments; and enter into a risk transfer agreement. AIR 2 US entered into the risk transfer agreement (the Payment Recovery Agreement), with a subsidiary of Airbus. The primary provision of the Payment Recovery Agreement states that if United Airlines, Inc. (United) fails to pay scheduled rentals under existing subleases of aircraft with subsidiaries of Airbus, AIR 2 US will pay these rental deficiencies to a subsidiary of Airbus. These deficiency payments will come from the cash flows created by the Permitted Investments. As such, the greatest risk of the transaction is the bankruptcy risk of the lessee airline. AIR 2 US is not covered effectively by Fitch's EETC ratings criteria as a result of the fact that aircraft cannot be sold and liquidated in the event of lease rejection of Airbus A320 aircraft sub-leased by United. Applying a framework similar to that employed in analysis of corporate obligations, Fitch expects recoveries for Series A note holders to be very strong in a lease rejection scenario. Discounted lease cash flows, applying heavy stresses to current A320 lease rates, cover Series A principal and a full liquidity facility draw. The 'BB' rating, three notches above United's 'B' IDR, reflects the high level of projected recovery. Expected recoveries for Series B note holders would be weak, reflecting a high probability of lease payment shortfalls in a post-rejection scenario. The one notch differential between the Series B note rating and United's 'B' corporate IDR captures this weak recovery potential. Fitch has affirmed the ratings as follows: AIR 2 US -- Series A Enhanced Equipment Notes at 'BB'; Outlook Stable -- Series B Enhanced Equipment Notes at 'B-'; Outlook Stable AIR CANADA: Fitch To Rate $700MM 1st Lien Secured Term Loan 'BB' ---------------------------------------------------------------- Fitch Ratings expects to rate Air Canada's (AC) proposed $700 million 1st lien senior secured term loan B, $100 million 1st lien senior secured revolving credit facility, and C$300 million 1st lien senior secured notes 'BB/RR1'. Fitch also expects to rate Air Canada's proposed $300 million 2d lien senior secured notes 'BB- /RR2'. The Issuer Default Rating (IDR) for Air Canada remains unchanged at 'B' with a Positive Outlook. Air Canada is expected to raise $1.3 billion of new debt through the issuance of a $700 million 1st lien senior secured term loan B, C$300 million of 1st lien senior secured notes and $300 million of 2d lien senior secured notes. Both the 1st lien term loan and 1st lien notes will feature a six-year tenor, while the 2d lien notes will feature a six-and-a-half year tenor. AC will also enter a four-year $100 million 1st lien senior secured revolving credit facility. Proceeds from the transaction will be used to pay down AC's existing $900 million 1st lien and $200 million 2d lien high yield notes scheduled to mature in 2015 and 2016, respectively. Air Canada announced a tender offer for the existing 9.25%, 10.125%, and 12.0% senior notes on Sept. 5. The tender period runs through Oct. 2. Proceeds remaining after funding the tender will be used for general corporate purposes. The new debt is expected to feature improved pricing compared to the outstanding high yield notes. The transaction will also push the company's largest debt maturities out to 2019, beyond the middle of the decade when capital spending for new aircraft is expected to peak. The proposed issuance largely mirrors Air Canada's planned $1.3 billion debt issuance from June of this year which Fitch rated 'BB-/RR2'. Whereas the previously planned issuance featured only 1st lien debt, AC's new issuance includes a smaller amount of 1st lien debt as well as some 2d lien debt, improving the recovery prospects for the 1st lien holders. The proposed June issuance was subsequently withdrawn from the market due to an adverse interest rate environment. As such, Fitch has withdrawn its expected ratings on that issuance. The new debt will be secured by a priority lien on accounts receivable, certain real estate, spare engines, ground equipment, AC's Pacific route authorities, and slots at LaGuardia, Heathrow, and Washington-Reagan. This represents the same collateral pool that secures AC's existing secured notes, supplemented by 10 additional spare engines. Key Rating Drivers The 'BB/RR1' rating is driven by Fitch's recovery analysis, which distributes Air Canada's distressed estimated enterprise value to various classes of debt based on a going concern valuation. The 'RR1' rating indicates Fitch's expectation that the 1st lien secured debt holders would recover 91%-100% of principal in a distress situation. Ratings on the proposed issuance are consistent with Fitch's rating for AC's existing 1st lien high yield notes. The 'BB-/RR2' rating on the 2d lien secured debt is driven by the notes' junior position relative to the proposed 1st lien debt. AC's IDR reflects the company's leveraged balance sheet, adequate liquidity position and high, but improving, cost structure mitigated by AC's extensive global network and dominant market positions across all segments. The Outlook for Air Canada's IDR remains Positive, reflecting the company's continued efforts to reduce costs and expand its presence in international markets. Rating Sensitivities The secured note ratings are tied to AC's IDR and the value of the collateral securing the notes. Fitch could consider a negative rating action on the notes if there were a significant devaluation of the collateral or a downgrade of AC's IDR. A positive rating action on the notes could follow an upgrade of AC's IDR. Fitch expects to assign the following ratings: Air Canada -- Senior secured term loan B due 2019 'BB'/'RR1'; -- Senior secured revolving credit facility 'BB'/'RR1'; -- C$ first lien senior secured notes due 2019 'BB/RR1'; -- Second lien senior secured notes due 2020 'BB-/RR2'. Fitch has withdrawn the following ratings: Air Canada -- Proposed $1 billion senior secured term loan B due 2019 'BB-'/'RR2'; -- Proposed $100 million senior secured revolving credit facility 'BB-'/'RR2'; -- Proposed CDN$300 million 1st lien secured notes due 2019 'BB-'/'RR2'. Fitch currently rates Air Canada as follows: -- Long-term IDR 'B'; -- Senior secured 1st -lien debt 'BB/RR1'; -- Senior secured 2d-lien debt 'BB-/RR2'. AIR CANADA: Moody's Rates $100MM First Lien Debt Facility 'B2' -------------------------------------------------------------- Moody's Investors Service assigned B2 1st lien senior secured and Caa2 2nd lien senior secured ratings to Air Canada's proposed debt issues. Air Canada's Caa1 corporate family, Caa1-PD probability of default and SGL-3 speculative grade liquidity ratings remain unchanged. The ratings outlook remains positive. Issuer: Air Canada Assignments: $100M 1st Lien Senior Secured Bank Credit Facility, Assigned B2, LGD2, 24% $700M 1st Lien Senior Secured TLB, Assigned B2, LGD2, 24% C$300M 1st Lien Senior Secured Notes, Assigned B2, LGD2, 24% $300M 2nd Lien Senior Secured Notes, Assigned Caa2, LGD4, 58% Ratings Rationale: Proceeds from the new debt issues will be used to refinance Air Canada's existing $900 million (USD equivalent) and USD $200 million first and second lien debt instruments, respectively, for which the associated B2 and Caa2 ratings will be withdrawn once the new transaction closes. The new debt will be secured by the same diverse pool of collateral that supports the existing debt issues but will be enhanced with an additional ten spare engines. The collateral package also includes accounts receivables, certain owned real property, certain Pacific routes and related gate leaseholds and landing slots, landing slots at London's Heathrow, New York's LaGuardia and Washington's Reagan airports and ground equipment. Air Canada's Caa1 corporate family rating is primarily driven by the company's very high adjusted leverage, growing competition from lower-cost carriers, increasing fuel costs and the potential that the significant capacity additions planned by Air Canada and its primary domestic competitor will pressure yields and/or margins. The company's very high cost structure arising from its legacy carrier status and Moody's expectation that the company's free cash flow will be modestly negative over the next few years due to elevated capital expenditures also weigh on the rating. Favorably, the rating reflects Air Canada's meaningful scale, leading market share of domestic, trans-border and international routes in and out of Canada and benefits from its position in the Star Alliance network. The positive ratings outlook reflects the potential that Air Canada's ratings could move higher if the company's earnings continue to improve through upcoming capacity additions. An upgrade could occur if adjusted leverage is sustained below 7.5x and cash is maintained above 15% of revenues. Downward rating pressure could occur if Debt/ EBITDA is forecast to rise above 9x or should cash trend towards 10% of revenues. The principal methodology used in this rating was the Global Passenger Airlines Methodology published in May 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Saint-Laurent, Quebec, Air Canada is the largest provider of scheduled passenger services in Canada. Revenues for 2012 were approximately $12 billion. AIR CANADA: S&P Assigns 'B+' Rating to $700MM 1st-Lien Term Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' issue-level rating and a '1' recovery rating to Air Canada's proposed US$700 million first-lien term loan B and C$300 million senior secured notes due 2019. A '1' recovery rating indicates that lenders could expect very high (90%-100%) recovery in the event of default. At the same time, Standard & Poor's assigned its 'CCC+' issue- level rating and a '5' recovery rating to Air Canada's proposed US$300 million second-lien senior secured notes due 2020. A '5' recovery rating indicates lenders could expect modest (10%-30%) recovery in a default scenario. S&P understands that net proceeds from the proposed notes, combined with the term loan B due 2019, will be used to repay Air Canada's existing 9.250% senior secured notes due 2015, 10.125% senior secured notes due 2015, and 12.000% senior second-lien notes due 2016, as well as to add cash to the company's balance sheet. S&P expects to withdraw the ratings on the existing secured notes on their repayment. While the proposed notes and term loan will likely increase Air Canada's debt, this is offset by the increased liquidity and extended maturity profile the company will gain as well as lower interest costs and, as a result, S&P do not believe it materially alters Air Canada's financial risk profile. "The ratings and outlook on Air Canada reflect what we view as the company's highly leveraged capital structure; weak cash flow protection measures; participation in the high-risk airline industry; and modest, albeit volatile, cash flow to cover relatively high fixed costs," said Standard & Poor's credit analyst Jamie Koutsoukis. "Mitigating these weaknesses, in our opinion, are the company's strong market position in Canada as the largest provider of commercial airline services; broad route network, providing some ability to offset domestic weakness; and good brand recognition," Ms. Koutsoukis added. RATINGS LIST Air Canada Corporate credit rating B-/Stable/-- Ratings Assigned Proposed US$700-mil 1st-lien term loan B due 2019 B+ Recovery rating 1 1 Proposed C$300-mil sr. secured notes due 2019 B+ Recovery rating 1 Proposed US$300-mil. 2nd-lien sr secured notes due 2020 CCC+ Recovery rating 5 AMERICAN EAGLE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: American Eagle Rentals, LLC 205 West Main Street Havelock, NC 28532 Bankruptcy Case No.: 13-05616 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: David J. Haidt, Esq. AYERS, HAIDT & TRABUCCO, P.A. P.O. Box 1544 New Bern, NC 28563 Tel: (252) 638-2955 Fax: (252) 638-3293 E-mail: davidhaidt@embarqmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its largest unsecured creditors does not contain any entry. The petition was signed by Clyde B. Case, III, member/manager. AMERICAN ROADS: Tender Offer for Senior Secured Bonds Commenced --------------------------------------------------------------- American Roads Alabama Holdings, LLC on Sept. 10 disclosed that it has commenced an offer to purchase for cash any and all of the outstanding Series G-1 Senior Secured Bonds and the outstanding Series G-2 Senior Secured Bonds issued by its predecessor in interest, American Roads LLC, on the terms and subject to the conditions set forth in the Offer to Purchase, dated September 10, 2013, and the related Letter of Transmittal and Release. The Offer will expire at 11:59 p.m., New York City time, on October 7, 2013, unless extended or earlier terminated by the Company. Bonds tendered may be not withdrawn. The total consideration to be paid for each $1,000 principal amount of Bonds validly tendered prior to the Expiration Date will be $200.00. All amounts payable will be rounded to the nearest cent. Holders whose Bonds are purchased in the Offer will not receive any accrued and unpaid interest or principal on the purchased Bonds or any payments on the related financial guaranty insurance policy. Acceptance of the Offer by bondholders is made in exchange for a full waiver and release of any and all claims, rights, remedies or causes of action such bondholder may have against the certain parties affiliated with the Company. The Company's obligation to accept for purchase, and to pay for, Bonds validly tendered pursuant to the Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer Documents. Copies of the Offer Documents are available to bondholders from Georgeson Inc., the information agent for the Offer. Requests for copies of the Offer Documents should be directed to Georgeson Inc. at (877) 797-1153 (toll free) or americanroads@georgeson.com Computershare Trust Company, N.A. will be acting as the depositary for the Offer. The Offer is made pursuant to a Joint Prepackaged Chapter 11 Plan filed under chapter 11 of the United States Bankruptcy Code and confirmed by the United States Bankruptcy Court for the Southern District of New York and is exempt from securities laws pursuant to the United States Bankruptcy Code. Neither the Offer nor the Offer Documents has been approved or disapproved by the Securities and Exchange Commission, nor has the SEC passed upon the fairness or merits of the Offer or upon the accuracy or adequacy of the information contained in the Offer Documents. Any representation to the contrary is a criminal offense. The Offer is being made solely on the terms and conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Bonds or any other securities of the Company or American Roads. No recommendation is made as to whether holders of Bonds should tender their Bonds. Holders of Bonds should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the Offer. 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. 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: Files Copy of Confirmation Order With SEC --------------------------------------------------------- Anchor BanCorp Wisconsin Inc. filed with the U.S. Securities and Exchange Commission a copy of the order confirming its plan of reorganization. "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 other private investors as part of a $175 million recapitalization of the institution. 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." A copy of the Form 8-K is available for free at: http://is.gd/drGzal A copy of the Confirmation Order is available for free at: http://is.gd/ERE08g 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. AMERICANWEST BANCORP: Files Copy of Confirmation Order With SEC --------------------------------------------------------------- The Bankruptcy Court entered an order confirming the Plan of Reorganization of Americanwest Bancorporation on Aug. 30, 2013. The Plan will become effective upon satisfaction or waiver of certain conditions precedent, including that (i) all actions other than the entry of the Order and all agreements, instruments or other documents necessary to implement the terms and provisions of the Plan will have been effected, and in each case, will have been duly and validly executed and delivered and all conditions to their effectiveness will have been satisfied or waived and (ii) the Company will have received all authorizations, consents, rulings, opinions, or other documents that are determined by the Company to be necessary to implement the Plan and that are required by law, regulation, or order. The Company anticipates the Plan will become effective prior to Sept. 30, 2013. The Plan provides for the Company to continue to exist after the Effective Date as the Reorganized Debtor. Pursuant to the Order and as provided in the Plan: * Each holder of Allowed Claims will receive the treatment set forth in the Plan. * All of the Company's executory contracts or unexpired leases, subject to certain exceptions, are rejected. * Except to the extent otherwise provided in the Plan, all notes, stock, instruments, certificates and other documents evidencing the TOPrS Unsecured Claims and Equity Interests will be automatically canceled and the obligations of the Company in any way related to those claims and equity interests will be discharged. * The directors and officers of the Company will be released and discharged from all further authority, duties, responsibilities and obligations relating to and arising from the Company or the Case (without the need for any further action on the part of, or notice to, any Person). * The New Board will consist of the Plan Advisor and two principals of Holdco. Senior management of the Reorganized Debtor will initially consist of the New Board or a subset of the New Board. * The Reorganized Debtor will issue New Series A Common Stock and, unless Holdco determines in its sole discretion that issuance of New Common Series B Common Stock is unnecessary to preserve the Reorganized Debtor's tax attributes, New Series B Common Stock to the Company's unsecured creditors. * The Reorganized Debtor will establish and maintain a separate Disputed Reserve for Disputed Claims and a Proceeds Distribution Election Segregated Account, and make Distributions required to be made under the Plan. As of Sept. 6, 2013, there were 17,216,488 shares of the Company's common stock outstanding. The Plan provides that any equity interests, ownership rights, or shares in the Company, including all outstanding shares of the Company's common stock, will be cancelled as of the Effective Date and holders of those Interests will neither receive nor retain any property under the Plan. As soon after the Effective Date as possible, the Reorganized Debtor will file a Form 15 with the Securities and Exchange Commission to deregister the Company's common stock under the Securities Exchange Act of 1934, as amended, and to suspend the Company's obligation to file reports under the Exchange Act. As of Aug. 31, 2013, the Company had total assets of $6.6 million and total liabilities of $47.4 million. A copy of the Confirmation Order is available for free at: http://is.gd/R9lsGt About AmericanWest Bancorporation Headquartered in Spokane, Washington, AmericanWest Bancorporation (OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding company whose principal subsidiary was AmericanWest Bank, which included Far West Bank in Utah operating as an integrated division of AmericanWest Bank. AmericanWest Bank was a community bank with 58 financial centers located in Washington, Northern Idaho and Utah. AmericanWest Bancorporation filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010. The banking subsidiary was not included in the Chapter 11 filing. Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as bankruptcy counsel. G. Larry Engel, Esq., at Morrison & Foerster LLP, also serves as counsel. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million in its Chapter 11 petition. AmericanWest Bancorporation's estimates exclude its banking unit's assets and debts. In its Form 10-Q filed with the Securities and Exchange Commission before the Petition Date, AmericanWest Bancorporation reported consolidated assets -- including its bank unit's -- of $1.536 billion and consolidated debts of $1.538 billion as of Sept. 30, 2010. In December 2010, AmericanWest completed the sale of all outstanding shares of AmericanWest Bank to a wholly owned subsidiary of SKBHC Holdings LLC, in a transaction approved by the U.S. Bankruptcy Court. The bank subsidiary was sold to SKBHC Holdings Inc. for $6.5 million cash. ARI-RC 2: More 1525 & 1535 Rancho Property Owners in Ch. 11 ----------------------------------------------------------- ARI-RC 2, LLC, and 11 other entities owned by the Guerrero Trust dated March 27, 2007 sought Chapter 11 protection on Sept. 9, 2013. ARI-RC 2 (Bankr. C.D. Cal. Case No. 13-15868) estimated at least $10 million in assets and liabilities. The Debtors are required to submit their schedules of assets and liabilities, statements of financial affairs, and other documents by Sept. 23, 2013. Five affiliates, led by ARI-RC 6, LLC (Case No. 13-14678) sought Chapter 11 protection on July 15, 2013. Ten entities, led by ARI-RC 1, LLC (Case No. 13-15169) sought bankruptcy on Aug. 1. ARI-RC 11, LLC (Case No. 15126) and three entities sought bankruptcy on Aug. 2. The debtor-entities say they are affiliated by way of tenant in common ownership of the improved real property located at 1525 & 1535 Rancho Conejo Blvd. Thousand Oaks, Calif. ARI-RC 2: Sec. 341(a) Meeting of Creditors on Oct. 15 ----------------------------------------------------- There's a meeting of creditors of ARI-RC 2, LLC, and its debtor- affiliates on Oct. 15, 2013, at 2:00 p.m. at Room 105, 21051 Warner Center Lane, Woodland Hills, Calif. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. The last day to oppose discharge or dischargeability is Dec. 16, 2013, according to the docket. About ARI-RC ARI-RC 2, LLC, and 11 other entities owned by the Guerrero Trust dated March 27, 2007 sought Chapter 11 protection on Sept. 9, 2013. ARI-RC 2 (Bankr. C.D. Cal. Case No. 13-15868) estimated at least $10 million in assets and liabilities. Five affiliates, led by ARI-RC 6, LLC (Case No. 13-14678) sought Chapter 11 protection on July 15, 2013. Ten entities, led by ARI-RC 1, LLC (Case No. 13-15169) sought bankruptcy on Aug. 1. ARI-RC 11, LLC (Case No. 15126) and three entities sought bankruptcy on Aug. 2. The debtor-entities say they are affiliated by way of tenant in common ownership of the improved real property located at 1525 & 1535 Rancho Conejo Blvd. Thousand Oaks, Calif. ARROW ALUMINUM: Disclosure Statement Approved, Hearing on Sept. 25 ------------------------------------------------------------------ Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western District of Tennessee approved the disclosure statement explaining Arrow Aluminum Industries, Inc.'s Plan of Reorganization and scheduled a pretrial conference on confirmation of the Plan for Sept. 25, 2013, at 10:00 A.M. Sept. 18 is fixed as the last day for filing written objections to the plan, and for filing written acceptances or rejections of the plan; for filing applications seeking interim or final compensation for services rendered and reimbursement of expenses pursuant to Section 503(a) of the Bankruptcy Code; and for filing motions or requests pursuant to Sections 506(b) and (c), and 365. The Debtor's Plan provides for its primary creditor, First Citizens National Bank, to receive a secured claim for the equipment and the insider principals obtaining reverse mortgages on their homes and properties to pay Citizens Bank. Debtors Ricka Blackwell and Edna Elaine Blackwell join in the Disclosure Statement but the cases are not substantively consolidated. The Individual Debtors intend to seek dismissal of their cases in order to effectuate the reverse mortgage. They have no other assets for distribution to creditors. The monthly payments due on account of the allowed claims will be made from the net operational profits (positive cash flow) of the operations, after allowance for operational expenses (vendor costs, taxes) and reserves (to cover extraordinary repairs). The Reorganized Debtor will remain in the current premises for 180 days after the Effective Date. About Arrow Aluminum Arrow Aluminum Industries, Inc., filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013. The petition was signed by William Ted Blackwell as president. The Debtor has scheduled assets of $126,246,137 and scheduled liabilities of $3,130,103. The Debtor is represented by Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC. Arrow Aluminum previously sought Chapter 11 protection (Case No. 12-1348) in December but the case was promptly dismissed. In that case, the U.S. Trustee sought dismissal or conversion to Chapter 7, while Citizens National Bank sought appointment of a Chapter 11 trustee to take over management of the Debtor's properties. The Debtor's Plan provides for Arrow's primary creditor, First Citizens National Bank, to receive a secured claim for the equipment and the insider principals obtaining reverse mortgages on their homes and properties to pay Citizens Bank. Sam Crocker, U.S. Trustee for Region 8, is unable to appoint a committee of unsecured creditors at this time. ARROW ALUMINUM: Secured Creditor Objects to Plan Confirmation ------------------------------------------------------------- First Citizens National Bank objects to the confirmation of Arrow Aluminum Industries, Inc.'s Plan of Reorganization, complaining that the Plan lacks adequate means for implementation as required under Section 1123 of the Bankruptcy Code; the Plan is not feasible; the Plan fails to provide minimum adequate protection to FCNB by the proposed schedule of repayment; the Plan seeks to bifurcate the position of FCNB into both a secured and unsecured status based upon the Debtor-estimated value of certain collateral; and the Plan fails to provide for a reasonable interest rate which is commensurate with loans of like character in bankruptcy. For the reasons stated, FCNB asks the U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, to deny confirmation of the Plan. Mark D. Johnston, Esq., in Dyersburg, Tennessee, represents FCNB. Mr. Johnston may be reached at: Mark D. Johnston, Esq. 217 W. Market P.O. Box 1326 Dyersburg, TN 38025-1326 Tel: (731) 285-7726 About Arrow Aluminum Arrow Aluminum Industries, Inc., filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013. The petition was signed by William Ted Blackwell as president. The Debtor has scheduled assets of $126,246,137 and scheduled liabilities of $3,130,103. The Debtor is represented by Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC. Arrow Aluminum previously sought Chapter 11 protection (Case No. 12-1348) in December but the case was promptly dismissed. In that case, the U.S. Trustee sought dismissal or conversion to Chapter 7, while Citizens National Bank sought appointment of a Chapter 11 trustee to take over management of the Debtor's properties. The Debtor's Plan provides for Arrow's primary creditor, First Citizens National Bank, to receive a secured claim for the equipment and the insider principals obtaining reverse mortgages on their homes and properties to pay Citizens Bank. Sam Crocker, U.S. Trustee for Region 8, is unable to appoint a committee of unsecured creditors at this time. BELDEN INC: Moody's Affirms 'Ba1' CFR & Rates Sub. Debt 'Ba2' ------------------------------------------------------------- Moody's Investors Service assigned Baa2 ratings to Belden's proposed senior secured term loan and affirmed its other ratings, including its Ba1 corporate family rating and Ba2 subordinated debt rating. The new term loan will be used to refinance existing secured term debt and for general corporate purposes. The company is also raising a $400 million unrated senior secured asset backed revolver. The rating outlook remains stable. Ratings Rationale: The Ba1 CFR to reflect Belden's leading positions within segments of the enterprise and industrial cabling and connectivity product markets, which can produce solid operating margins and good free cash flow during a strong market. However, the rating incorporates the cyclicality of the business, as evidenced by the 32% revenue decline in fiscal year 2009 due to the then challenging macroeconomic environment, and the company's exposure to volatile raw material prices. Belden's ratings also recognize its acquisition appetite and potential for debt financed acquisitions. Belden has spent approximately $1.8 billion on acquisitions since 2007. Belden's leverage level, pro forma for recent acquisitions, divestitures, restructuring costs and the proposed term loan (debt to EBITDA of approximately 4.3x) is high compared to other Ba1- rated manufacturing peers of similar size and leaves minimal cushion within the rating category. The debt level is mitigated by the company's strong cash positions ($476 million as of June 30, 2013). While leverage is ultimately expected to return to 3.5x or stronger levels, it will likely not be until the end of 2014 or early 2015). The ratings could face downward pressure if performance does not improve in the near term, cash levels diminish or leverage is not on track to get to the 3.5x level over the next 12 to 18 months. While a moderate level of acquisitions is expected, a large acquisition or acquisition with substantial integration risk could also drive downwards ratings pressure until leverage returns to historic levels. An upgrade is unlikely in the near to medium term due to the high debt load and aggressive acquisition appetite. Assignments: Issuer: Belden Inc. Senior Secured Bank Credit Facility, Assigned Baa2, LGD2, 12 % Outlook Actions: Issuer: Belden Inc. Outlook, Remains Stable Affirmations: Issuer: Belden Inc. Probability of Default Rating, Affirmed Ba1-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed Ba1 Senior Subordinated Regular Bond/Debenture Sep 1, 2022, Affirmed Ba2, revised to a range of LGD4, 65 % from a range of LGD4, 66 % Senior Subordinated Regular Bond/Debenture Jun 15, 2019, Affirmed Ba2, revised to a range of LGD4, 65 % from a range of LGD4, 66 % Senior Subordinated Regular Bond/Debenture Apr 15, 2023, Affirmed Ba2, revised to a range of LGD4, 65 % from a range of LGD4, 66 % The individual debt instrument ratings are determined in conjunction with Moody's Loss Given Default Methodology and based on the relative positions within the capital structure. The secured term loan rating reflects the stronger collateral package of the asset backed (ABL) revolver and the assumption of moderate draws. If the ABL facility is used extensively, the term loan could face downgrade. The principal methodology used in this rating was Global Manufacturing Industry 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. Belden Inc. is a leading designer and manufacturer of connectivity and signal transmission products for the global network communication and specialty electronic marketplaces with 2012 revenues of $1.8 billion. The company is headquartered in St. Louis, Missouri. BELDEN INC: S&P Rates $250MM 1st-lien Sr. Secured Term Loan 'BB' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating (the same as the corporate credit rating) and '3' recovery rating to Belden Inc.'s proposed $250 million first-lien senior secured term loan B, maturing in 2020, to be borrowed by Belden Finance 2013 LP and a newly-created wholly owned indirect subsidiary of Belden Inc. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. The company will use proceeds from the new debt to refinance its existing unrated C$250 million term loan A. At the same time the company is replacing its existing $400 million cash flow revolver with a new $400 million asset based lending (ABL) revolver maturing in 2018, which S&P will not rate. The existing senior subordinated note ratings are unaffected by these transactions. S&P will withdraw the ratings on the existing revolver once the deals close and fund. S&P has maintained its recovery rating assumptions and estimated default level recovery valuation (of about $678 million) from its last recovery analysis. S&P treats the new unrated ABL revolver as a priority claim, given its first priority lien on the company's accounts receivable, inventory, and fixed assets, for which the term loan B has a second priority lien. The term loan B has a first priority lien only on the stock of all existing and future subsidiaries (limited to a 65% stock pledge in the case of foreign subsidiaries). The term loan will be guaranteed by Belden Inc., two Canadian entities that will own all the equity of Belden Finance 2013 LP, and all existing and future domestic subsidiaries. The ABL revolver will be guaranteed by the same entities. The term loan B credit agreement will not contain any financial maintenance covenants. The term loan B credit agreement will also allow for uncommitted incremental term loans so long as pro forma net senior secured leverage doesn't exceed 3x, permit the issuance of junior priority debt so long as the net junior secured leverage ratio is less than 4x, and give the ability to incur unsecured debt so long as pro forma total net leverage doesn't exceed 5x. The ABL revolving credit agreement will contain only a springing financial maintenance covenant--a minimum fixed charge coverage ratio of 1x that will be applicable only when excess revolver availability is less than the greater of 10% of the borrowing base or $40 million. There will also be a springing cash dominion mechanism if either of these thresholds is breached. The new debt will be borrowed at lower interest rates than the existing secured debt. S&P's corporate credit rating and outlook on the company are unchanged by the proposed transactions, mainly because they are leverage neutral as there is no incremental debt. The transactions may slow the company's deleveraging, however, as the mandatory accelerated amortization under the Canadian term loan A will be replaced by 1% mandatory term loan B amortization. However, S&P believes that cash flow should improve slightly given the lower expected interest expense. The ratings on Belden reflect the company's "fair" business risk profile, characterized by its participation in the highly competitive and cyclical cable, connectivity, and networking markets and its exposure to volatile raw material pricing and foreign currency rates. The ratings also reflect its "significant" financial profile, with pro forma leverage that is currently high for the rating. Belden's diversification into higher-margin, value-added specialty products and vertical/geographic market expansion, along with "adequate" liquidity and good cash flow characteristics, partly offsets these risks. RATINGS LIST Belden Inc. Corporate Credit Rating BB/Stable/-- New Rating Belden Finance 2013 LP $250.0 mil. term loan B due 2020 BB Recovery Rating 3 BROWNSVILLE MD: Section 341(a) Meeting Scheduled for Oct. 22 ------------------------------------------------------------ A meeting of creditors in the bankruptcy case of Brownsville MD Ventures, LLC, will be held on Oct. 22, 2013, at 11:30 a.m., at Harlingen, 222 E Van Buren. Creditors have until Jan. 21, 2014, to submit their proofs of claim. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Brownsville MD Ventures, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez signed the petition as chairman of the board of managers. The Debtor estimated assets and debts of at least $10 million. Kell Corrigan Mercer, Esq., -- E-mail: kell.mercer@huschblackwell.com -- at HUSCH BLACKWELL, LLP, in Austin, TX, serves as the Debtor's counsel. Judge Richard S. Schmidt presides over the case. BROWNSVILLE MD: Wants Court Approval to Use Cash Collateral ----------------------------------------------------------- Brownsville MD Ventures, LLC, seeks the authority from the Bankruptcy Court to use cash collateral to pay: (i) utilities, (ii) insurance on its real property, (iii) approved professional fees; and (iv) U.S. Trustee fees during its bankruptcy case. The Debtor owns certain real property and appurtenances that have been utilized, in the past, by a prior tenant as the location of a doctor's hospital. There is no tenant with a lease for the building at this time, and the prior tenant's lease was terminated prepetition. The real property is located at 117 East Price Road, Brownsville, Texas. The Debtor is not a health care provider and only owns the real property and appurtenances utilized for provision of health care services. The Debtor has a secured creditor, Pineda Grantor Trust, c/o Capital Crossing, Servicing Co., LLC, which asserts liens on a $500,000 certificate of deposit and the Debtor's real property and appurtenances. According to the Debtor, the secured creditor is already adequately protected given its large equity cushion and its $500,000 CD, and thus no further adequate protection is necessary. The Debtor asserts that the interim use of cash collateral is critical to achieving a smooth transition to operate as a debtor- in-possession, and use of cash collateral will help preserve its going concern value. A hearing will be held on Sept. 18, 2013, at 9:00 a.m. to consider approval of the Motion. Brownsville MD Ventures, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez signed the petition as chairman of the board of managers. The Debtor estimated assets and debts of at least $10 million. Kell Corrigan Mercer, Esq. -- kell.mercer@huschblackwell.com -- at Husch Blackwell, LLP, in Austin, TX, serves as the Debtor's counsel. Judge Richard S. Schmidt presides over the case. CANYONS AT DEBEQUE: Court Dismisses Chapter 11 Case --------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado dismissed the Chapter 11 cases of Canyons at Debeque Ranch, LLC, and Bluestone Ridge Ranch East, LLC. In this relation, Lawrence Bass, Esq., at Faegre Baker Daniels LLP, on behalf of Black Hills Plateau Production, LLC, has withdrawn its conditional objection to the Debtor's motion to dismiss the Chapter 11 case. The objection was filed on Aug. 22. About Canyons @ DeBeque Ranch Canyons @ DeBeque Ranch, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 12-24993) in Denver on July 18, 2012. Affiliate Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge Ranch PUD, based in Butte, Montana, filed a separate Chapter 11 petition (Bankr. D. Colo. Case No. 12-24994) on the same day. Judge Elizabeth E. Brown oversees the case. The Debtor is represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen, P.C., serves as counsel to the Debtor. Canyons @ DeBuque disclosed $12,115,374 in assets and $7,182,814 in liabilities as of the Chapter 11 filing. CAPITAL BANCORP: U.S. Trustee Plan Objection Filed -------------------------------------------------- BankruptcyData reported that the U.S. Trustee assigned to the Capitol Bancorp case filed with the U.S. Bankruptcy Court an objection to confirmation of combined chapter 11 Amended Joint Liquidating Plan. The U.S. Trustee states, "The proposed Plan fails to explain the consequences of any future conversion of this case to a chapter 7 proceeding. The United States Trustee proposes that the following language be added to any confirmation order: In the event of a conversion of this case to a case under Chapter 7 of the Bankruptcy Code, all property of the Debtor, the Debtor-in- Possession, or the Reorganized Debtor, including all property that will revest in the Reorganized Debtor pursuant to the confirmed Plan and all property acquired by the Reorganized Debtor subsequent to confirmation of the Plan shall be property of the Chapter 7 estate. The proposed Plan fails to clearly and adequately provide for the payment of U.S. Trustee quarterly fees...Pursuant to 28 U.S.C. Sec. 1930(a)(6), a Debtor is required to pay quarterly fees to the United States Trustee for each quarter or partial quarter that the case is pending until such time as the case has been converted, dismissed or closed by the Bankruptcy Court." About Capitol Bancorp Capitol Bancorp Ltd. and Financial Commerce Corporation filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case Nos. 12-58409 and 12-58406) on Aug. 9, 2012. Capitol Bancorp -- http://www.capitolbancorp.com/-- is a community banking company with a network of individual banks and bank operations in 10 states and total consolidated assets of roughly $2.0 billion as of June 30, 2012. CBC owns roughly 97% of FCC, with a number of CBC affiliates owning the remainder. FCC, in turn, is the holding company for five of the banks in CBC's network. CBC is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the symbol "CBCR." Lawyers at Honigman Miller Schwartz and Cohn LLP represent the Debtors as counsel. John A. Simon, Esq., at Foley & Lardner LLP, represents the Official Committee of Unsecured Creditors as counsel. In its petition, Capitol Bancorp scheduled $112,634,112 in total assets and $195,644,527 in total liabilities. The petitions were signed by Cristin K. Reid, corporate president. The Company's balance sheet at Sept. 30, 2012, showed $1.749 billion in total assets, $1.891 billion in total liabilities, and a stockholders' deficit of $141.8 million. Prepetition, the Debtor arranged a reorganization plan that was accepted by the requisite majorities of creditors and equity holders in all classes. Problems arose when affiliates of Valstone Partners LLC declined to proceed with a tentative agreement to fund the reorganization by paying $50 million for common and preferred stock while buying $207 million in face amount of defaulted commercial and residential mortgages. CAPITOL INVESTMENT: Shook Hardy Agrees to Deal Over Ponzi Suit -------------------------------------------------------------- Law360 reported that Miami law firm Shook Hardy & Bacon LLP agreed on Sept. 6 to pay $5 million to settle claims by a bankruptcy trustee that it aided and abetted former University of Miami booster Nevin Shapiro, who was convicted in 2010 of running a $930 million Ponzi scheme. The firm denied any wrongdoing, according to a proposed settlement filed in Florida bankruptcy court, the report related. The settlement includes a $1.7 million fee to law firm Tabas Freedman Solof Brown & Rigali PA for its service as the bankruptcy trustee, the report added. About Capitol Investments Bradley Associates Limited Partnership, South Beach Chicago, LLC, South Beach Chicago 2008, LLC, Relianz Mortgage, Inc., and Victor Gonzalez filed an involuntary chapter 7 petition (Bankr. S.D. Fla. Case No. 09-36408) against Capitol Investments USA, Inc., on Nov. 30, 2009. The Court appointed Joel L. Tabas as the trustee on Dec. 16, 2009, and entered an order for relief on Dec. 30, 2009. A federal grand jury indicted Nevin Shapiro, the former owner and Chief Executive Officer of Capitol Investments USA, for allegedly overseeing a $930 million Ponzi scheme linked to the Debtors' purported wholesale grocery distribution business. Mr. Shapiro, 42, is serving a 20-year prison sentence. A Delaware bankruptcy judge gave his OK on Tuesday to Orchard Supply Hardware Stores Corp.'s up-to $3 million executive bonus plan over the objections of the U.S. Trustee's Office, which argued the key goal to land a potential buyer was already met when the retail chain entered bankruptcy. CASA CASUARINA: Owners Aim to Void Lease Ahead of Auction --------------------------------------------------------- Law360 reported that the bankrupt owners of the famed Versace mansion in Miami Beach urged a Florida bankruptcy judge Sept. 9 to terminate their lease with restaurant tenant Barton G at the Ocean Drive property after prospective bidders expressed concern that the lease may bind the purchaser. According to the report, the property is set to be sold at a Sept. 17 auction, but the debtor, Casa Casuarina LLC, hopes to obtain a declaration that Barton G has no possessory rights to the property before that date. About Casa Casuarina Casa Casuarina, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1, 2013. Peter Loftin signed the petition as manager. Judge Laurel M. Isicoff presides over the case. The Debtor estimated assets of at least $50 million and debts of at lease $10 million. Joe M. Grant, Esq., at Marshall Socarras Grant, P.L., serves as the Debtor's counsel. CE-SCI CORPORATION: Incurs $4.4-Mil. Net Loss in June 30 Quarter ---------------------------------------------------------------- CEL-SCI Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $4.45 million on $113,728 of grant and other income for the three months ended June 30, 2013, compared with a net loss of $835,446 on $35,000 of grant and other income for the three months ended June 30, 2012. The Company reported a net loss of $7.47 million on $144,133 of grant and other income for the nine months ended June 30, 2013, compared with a net loss of $12.91 million on $146,567 of grant and other income for the nine months ended June 30, 2012. The Company's balance sheet at June 30, 2013, showed $14.75 million in total assets, $6.95 million in total liabilities, and stockholders' equity of $7.80 million. "The condensed financial statements have been prepared assuming that the Company will continue as a going concern, but due to recurring losses from operations and future liquidity needs, 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/vqtIew Vienna, Va.-based CEL-SCI Corporation (NYSE MKT: CVM) is dedicated to research and development directed at improving the treatment of cancer and other diseases by utilizing the immune system, the body's natural defense system. Its lead investigational therapy is Multikine (Leukocyte Interleukin, Injection), currently being studied in a pivotal global Phase III clinical trial. CEL-SCI is also investigating an immunotherapy (LEAPS-H1N1-DC) as a possible treatment for H1N1 hospitalized patients and as a vaccine (CEL- 2000) for Rheumatoid Arthritis (currently in preclinical testing) using its LEAPS technology platform. CENGAGE LEARNING: Blasts Creditors' Bid to Pursue Disputed Claims ----------------------------------------------------------------- Law360 reported that Cengage Learning Inc. on Sept. 9 urged a New York bankruptcy judge to deny creditors' efforts to pursue claims on behalf of the bankrupt textbook publisher's estate, saying they are trying to obtain undue leverage in the case and have no standing to do so. According to the report, the official committee of unsecured creditors have requested permission to file suit on behalf of the estate to track down certain copyright claims and causes of action related to disputed collateral. In a court filing, Cengage called the motion "audacious," the report related. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. Apax Partners LLP bought Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion transaction. The acquisition was funded in part with $5.6 billion in new debt financing. Cengage Learning Inc. filed a petition for Chapter 11 reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2, 2013, in Brooklyn, New York, after signing an agreement where holders of $2 billion in first-lien debt agree to support a reorganization plan. The plan will eliminate more than $4 billion of $5.8 billion in debt. First-lien lenders who signed the so-called plan-support agreement include funds affiliated with BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second- lien creditors and holders of unsecured notes aren't part of the agreement. The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard Freres & CO. LLC as financial advisor, Alvarez & Marsal North America, LLC, as restructuring advisor, and Donlin, Recano & Company, Inc., as claims and notice agent. A nine-member official committee of unsecured creditors has been appointed in the Debtors' Chapter 11 cases. Arent Fox LLP is the proposed counsel for the Committee. FTI Consulting, Inc., serves as financial advisor to the Committee. Moelis & Company LLC serves as investment banker to the Committee. CENGAGE LEARNING: Seeks Mediator for Plan Dispute ------------------------------------------------- BankruptcyData reported that Cengage Learning filed with the U.S. Bankruptcy Court a motion for entry of an order (a) approving appointment of a mediator and scheduling mediation in connection with confirmation of the Debtors' Plan, (b) scheduling certain hearing dates and deadlines in connection with confirmation of the Debtors' Plan and (c) scheduling certain hearing dates and deadlines in connection with certain contested issues relating to the Debtors' Plan. The motion explains, "While progress is being made, the Debtors believe that further progress requires that a clear and definitive process be established for the Debtors and all parties in interest to address the critical issues in these chapter 11 cases. And this needs to be done in an efficient and expeditious manner. The Debtors' position is and has been clear in these chapter 11 cases: the Debtors need to emerge from bankruptcy expeditiously, while preserving and protecting the rights of all parties in interest In the Committee's Adjournment Motion (the 'Adjournment Motion'), the Committee requested that the hearing to on the Disclosure Statement occur no earlier than October 25, 2013 and that the confirmation hearing be scheduled no earlier than December 10, 2013. This timeframe achieves the Debtors' need of emerging from chapter 11 by year end, while assuring that all parties' rights are preserved and protected. However, the Debtors firmly believe that this can only be accomplished if a definitive schedule is set and a mediator is appointed. The Debtors do not believe the issues in this case are particularly unique or complicated and that the parties should be able to work through the outstanding issues on their proposed timeline, especially with the assistance of a mediator." Separately, the Debtor's also filed a motion to shorten the time period with respect to this motion. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. Apax Partners LLP bought Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion transaction. The acquisition was funded in part with $5.6 billion in new debt financing. Cengage Learning Inc. filed a petition for Chapter 11 reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2, 2013, in Brooklyn, New York, after signing an agreement where holders of $2 billion in first-lien debt agree to support a reorganization plan. The plan will eliminate more than $4 billion of $5.8 billion in debt. First-lien lenders who signed the so-called plan-support agreement include funds affiliated with BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second- lien creditors and holders of unsecured notes aren't part of the agreement. The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard Freres & CO. LLC as financial advisor, Alvarez & Marsal North America, LLC, as restructuring advisor, and Donlin, Recano & Company, Inc., as claims and notice agent. A nine-member official committee of unsecured creditors has been appointed in the Debtors' Chapter 11 cases. Arent Fox LLP is the proposed counsel for the Committee. FTI Consulting, Inc., serves as financial advisor to the Committee. Moelis & Company LLC serves as investment banker to the Committee. COMMODORE PLAZA: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Commodore Plaza Parking, LC 3138 Commodore Plaza Coconut Grove, FL 33133 Bankruptcy Case No.: 13-31332 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Robert A. Mark Debtor's Counsel: Robert C. Meyer, Esq. ROBERT C. MEYER, P.A. 2223 Coral Way Miami, FL 33145 Tel: (305) 285-8838 Fax: (305) 285-8919 E-mail: meyerrobertc@cs.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Manuel Alonso-Poch, managing member. CONSOLIDATED CAPITAL: Incurs $69,000 Net Loss in Second Quarter --------------------------------------------------------------- Consolidated Capital Institutional Properties/2, LP, filed its quarterly report on Form 10-Q, reporting a net loss of $69,000 on $669,000 of total revenues for the three months ended June 30, 2013, compared with a net loss of $111,000 on $647,000 of total revenues for the corresponding period last year. The Partnership reported a net loss of $226,000 on $1.31 million of total revenues for the six months ended June 30, 2013, compared with a net loss of $246,000 on $1.25 million of total revenues for the same period in 2012. The Partnership's balance sheet at June 30, 2013, showed $8.75 million in total assets, $11.59 million in total liabilities, and a partners' deficit of $2.84 million. "The Partnership Agreement provides that the Partnership is to terminate on Dec. 31, 2013, unless terminated prior to such date. Since the Partnership's term will expire on Dec. 31, 2013, and the term cannot be extended, the General Partner began marketing the Partnership's investment property for sale in 2013. However, there can be no assurance that the General Partner will be successful in its attempt to sell the property during 2013. The 2013 financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty." A copy of the Form 10-Q is available at http://is.gd/aw5QCJ Greenville, South Carolina-based Consolidated Capital Institutional Properties/2, LP's investment property consists of one apartment complex in Wood Ridge, Illinois. The general partner of the Partnership is ConCap Equities, Inc. COUNTRY HOMES: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Country Homes Building & Design Group, Inc. 3250 Hedwig Lane Collegeville, PA 19426 Bankruptcy Case No.: 13-17794 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Magdeline D. Coleman Debtor's Counsel: Arsen Kashkashian, Esq. KASHKASHIAN & ASSOCIATES 10 Canal Street Bristol, PA 19007 Tel: (215) 781-9500 E-mail: kashlaw@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Christopher Condello, president. DALLAS ROADSTER: Wants More Time to Confirm Plan ------------------------------------------------ Dallas Roadster Limited and Ieda Enterprise, Inc., asked the U.S. Bankruptcy Court for the Eastern District of Texas to extend the deadline to confirm a Plan of Reorganization. This is the Debtors' second request for exclusivity extension. On July 12, 2013, the Court entered an order establishing Sept. 30, 2013, as the deadline for Debtors to confirm a plan of reorganization, subject to extensions for cause. According to the Debtors, presuming the disclosure statement is approved on Sept. 9, there is insufficient time for a confirmation hearing to be scheduled prior to the current Sept. 30 deadline. The Debtor did not mention in its court pleading until when the extension would be. J. Bennett White, Esq. at J. Bennett White, P.C represents the Debtors. About Dallas Roadster and IEDA Enterprises Dallas Roadster, Limited, owns and operates an auto dealership with locations in both Richardson and Plano, Texas. IEDA Enterprises, Inc., is the general partner of Roadster. Dallas Roadster and IEDA Enterprises filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on Dec. 12, 2011. Chief Judge Brenda T. Rhoades oversees both cases. J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the Debtors' bankruptcy counsel. Dallas Roadster disclosed $9,407,469 in assets and $4,554,517 in liabilities as of the Chapter 11 filing. The Debtors' assets were placed under the care of a receiver on Nov. 16, 2011, pursuant to a state court action by Texas Capital Bank, National Association. No trustee has been appointed in the Chapter 11 cases. DALLAS ROADSTER: Files Fourth Amended Plan Outline -------------------------------------------------- Dallas Roadster Limited and Ieda Enterprise, Inc., on Aug. 30 submitted to the U.S. Bankruptcy Court for the Eastern District of Texas a Fourth Amended Disclosure Statement explaining the Chapter 11 Plan. According to the Amended Disclosure Statement, as Dallas Roadster's general partner, IEDA Enterprise, is liable for all debts of Dallas Roadster. Thus, to the extent claims against Dallas Roadster are addressed by the Plan, IEDA Enterprise's liability on those claims will be resolved. The claims addressed by IEDA Enterprise include only those claims that have not been asserted against Dallas Roadster. The Plan is based on Dallas Roadster continuing its operations as it has in the past. Payment of all claims against Dallas Roadster is made from revenue generated by the Debtor's operations. The Plan proposes full payment of all Allowed Claims. The Plan also contemplates that onerous operating restrictions imposed by Texas Capital Bank will be removed, thus providing Dallas Roadster with a greater opportunity to return to its previous profitability than has been available to it while this Bankruptcy Case has been pending. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/DALLAS_ROADSTER_4ds.pdf About Dallas Roadster and IEDA Enterprises Dallas Roadster, Limited, owns and operates an auto dealership with locations in both Richardson and Plano, Texas. IEDA Enterprises, Inc., is the general partner of Roadster. Dallas Roadster and IEDA Enterprises filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on Dec. 12, 2011. Chief Judge Brenda T. Rhoades oversees both cases. J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the Debtors' bankruptcy counsel. Dallas Roadster disclosed $9,407,469 in assets and $4,554,517 in liabilities as of the Chapter 11 filing. The Debtors' assets were placed under the care of a receiver on Nov. 16, 2011, pursuant to a state court action by Texas Capital Bank, National Association. No trustee has been appointed in the Chapter 11 cases. DETROIT, MI: Leaders Say City Tried to Avoid Bankruptcy ------------------------------------------------------- Katy Stech, writing for Daily Bankruptcy Review, reported that facing "rapidly dwindling" cash that threatened Detroit's public health and safety, city leaders said that they had no choice but to place the 700,000-resident city under bankruptcy protection in July before wrapping up negotiations that could have cut the city's roughly $18 billion debtload. 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. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: Says Ch. 9 Opponents Are Inventing Requirements ------------------------------------------------------------ Law360 reported that lawyers for Detroit hit back Sept. 6 at the 100-plus objections to its Chapter 9 eligibility bid, saying the unions, pensions and bondholders challenging its bankruptcy are ignoring key facts and inventing standards for bankruptcy protection that don't exist. According to the report, the city, which will argue its case for eligibility before a Michigan bankruptcy judge next week, said in a consolidated response to the objections that it has met the criteria for obtaining Chapter 9 relief. 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. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: State Argues Governor and Others Have Privileged Info ------------------------------------------------------------------ Alissa Priddle, writing for The Detroit Free Press, reported that testimony by Gov. Rick Snyder and other state officials on Detroit's eligibility for bankruptcy is not relevant and involves privileged information, the Attorney General's Office said in a document filed late Sept. 9. U.S. Bankruptcy Judge Stephen Rhodes will oversee a hearing Sept. 10 that could be politically charged with the question of whether unions have the right to depose the state's governor and others prior to the Oct. 23 hearing on whether the city is eligible for bankruptcy protection, according to the report. Lawyers for the Michigan Council 25 of the American Federation of State, County & Municipal Employees as well as the UAW say they must be able to take discoveries of key officials, under oath, to cover all the issues of their objections to the city's eligibility for Chapter 9, the report related. Depositions were also sought for top Snyder adviser Richard Baird, Auditor General Thomas McTavish and Frederick Headen, legal adviser for the Michigan Department of Treasury. The unions also seek additional documents from the state. Attorneys for the Michigan Attorney General's Office filed a motion Aug. 30 to quash the subpoenas, arguing that the state officials would not provide additional insight into the eligibility question, the report related. The lawyers called them "outside the scope of discovery allowed" and said they constitute an "unnecessary and undue burden." The latest brief from Attorney General Bill Schuette's office repeats the belief the depositions and document requests are annoying, unnecessary and time-consuming -- the information sought can be found in public documents as well as the deposition of emergency manager Kevyn Orr and others, the report further related. 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. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DIAMONDBACK ENERGY: Moody's Rates Proposed $450MM Notes 'Caa1' -------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Diamondback Energy, Inc., including a B3 Corporate Family Rating, a Caa1 rating to the company's proposed $450 million senior unsecured notes, and an SGL-2 Speculative Grade Liquidity Rating reflecting good liquidity through mid-2014. The rating outlook is stable. Net proceeds from the note issue will be used to finance a $440 million acquisition of mineral interests in Midland County, Texas that was announced on September 3, 2013. Founded in October 2007, Diamondback became a public company following an IPO in October 2012, and is 25.2% owned by Wexford Capital LP, an SEC registered investment advisor, and 12.1% owned by Gulfport Energy Corporation. Assignments: Issuer: Diamondback Energy, Inc. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD4, 67%) Ratings Rationale: "Diamondback's B3 CFR reflects its relatively small scale upstream operations, high leverage in terms of production and proved developed (PD) reserves following the Midland acquisition, concentrated geographic presence, and significant capital requirements through 2014 as it develops its reserves," commented Sajjad Alam, Moody's Analyst. "The CFR is supported by Diamondback's liquids-rich production platform (74% oil,15% NGLs in the second quarter of 2013), prolific Permian Basin acreage, predictable geological risks and long production history of the Wolfberry play where most of its development efforts are underway, and the high degree (99%) of operational control over its leasehold acreages that should allow flexible capital allocation and development." The proposed unsecured notes are notched below the B3 CFR given the significant size of the priority claim senior secured revolving credit facility in the liability structure. The $180 million borrowing base revolver has first-lien claims to substantially all of Diamondback's assets. The Caa1 note rating reflects both the overall probability of default of Diamondback, to which Moody's assigned a PDR of B3-PD, and a loss given default of LGD4 (67%), under Moody's Loss Given Default Methodology. While Diamondback's core assets are located in one of the most productive and oil-endowed US basins featuring multiple stacked pay zones, where horizontal drilling and completion technologies can be applied to enhance production, recovery and returns, the company will have to spend a significant amount of capital through 2014 to develop these assets, de-risk acreage, retain leases and move toward break-even cash flow. Notwithstanding its growth potential, Diamondback's current pro forma production base of about 9,600 barrels of oil equivalent per day (boe/d) and proved reserves of 58 million boe are small compared to higher rated E&P companies. The assumption of significant acquisition related debt will also keep leverage metrics weak through 2014. Pro forma for the $450 million debt issue and recent acquisitions, Diamondback's debt to average daily production of approximately $47,000 per boe and debt to PD reserves $17.50 per boe -- considered high for the B3 rating level. Diamondback should have good liquidity to cover its cash needs through mid-2014, which is captured in Moody's SGL-2 Speculative Grade Liquidity Rating. The company had approximately $69 million of pro forma cash (after factoring in payments for recently announced acquisitions) and full availability under its $180 million borrowing base revolver at June 30, 2013. Diamondback is in negotiations with its lending banks and the borrowing base will likely be increased to $275-$300 million and the maturity date will be extended (from October 15, 2014) following the completion of the acquisitions and the note offering in October 2013. The company will outspend cash flow through 2014, which can be managed with available cash and revolver borrowings. However, if Diamondback accelerates capital expenditures or acquires meaningful additional assets, the company will need external funding beyond 2014. There should be sufficient headroom under the financial covenants governing the credit facility to provide access to the revolver. The stable outlook assumes that production will grow steadily from the 8,000 boe/d level and leverage will improve in the coming quarters. An upgrade will be considered if production volumes approach 18,000 boe/d with a debt to average daily production ratio under $35,000 boe/d. A downgrade is possible if debt to average daily production remains above $50,000 per boe over a sustained period. Weak liquidity could also prompt a negative rating action. The principal methodology used in rating this issuer 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. Based in Midland, Texas, Diamondback Energy, Inc. is an oil and gas exploration and production company with primary focus on the Wolfberry play of the Permian Basin in West Texas. DIGITAL ANGEL: Has $16,000 Loss from Continuing Operations in Q2 ---------------------------------------------------------------- Digital Angel Corporation filed its quarterly report on Form 10-Q, reporting net income of $2,000 for the three months ended June 30, 2013, compared with net loss of $846,000 for the same period last year. It reported no revenue or gross profit from continuing operations for the quarters ended June 30, 2013 and 2012. The Company reported a net loss of $76,000 for the six months ended June 30, 2013, compared with a net loss of $4.69 million for the six months ended June 30, 2012. The Company reported no revenue or gross profit from continuing operations for the three and six months ended June 30, 2013, and 2012, respectively. During the quarters ended June 30, 2013, and 2012, the Company reported a loss from continuing operations of $16,000 and $455,000, respectively. During the six months ended June 30, 2013, and 2012, the Company reported a loss from continuing operations of $356,000 and $1.36 million, respectively. The Company's balance sheet at June 30, 2013, showed $1.52 million in total assets, $3.51 million in total liabilities, and a stockholders' deficit of $1.99 million. "Our historical sources of liquidity have included proceeds from the sale of businesses and assets, the sale of common stock and preferred shares and proceeds from the issuance of debt. In addition to these sources, other sources of liquidity may include the raising of capital through additional private placements or public offerings of debt or equity securities, as well as joint ventures. However, going forward some of these sources may not be available, or if available, they may not be on favorable terms. If we were unable to obtain the funds necessary to fund VeriTeQ's operations, it would have a material adverse effect on our financial condition, results of operations and cash flows and could result in our inability to continue operations as a going concern. These conditions indicate that there is substantial doubt about our ability to continue operations as a going concern, as we may be unable to generate the funds necessary to pay our obligations in the ordinary course of business." A copy of the Form 10-Q is available at http://is.gd/QRyBHJ Delray Beach, Florida-based Digital Angel Corporation's operations now consist primarily of the VeriTeQ Acquisition Corporation. VeriTeQ is engaged in the business of radio frequency identification, technologies for implantable medical device identification and dosimeter technologies for use in radiation therapy treatment. On May 3, 2013, the Company sold its mobile game business to MGT Capital Investments, Inc., and has accounted for its mobile games division as discontinued operations. DPL INC: Poor Performance Cues Moody's to Downgrade CFR to Ba2 -------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured rating of DPL Inc. to Ba2 from Ba1 and the Issuer Rating of its regulated utility subsidiary, The Dayton Power & Light Company, to Baa3 from Baa2. These actions conclude the reviews for possible downgrade that were initiated on November 9th, 2012. The rating outlooks for DPL and DP&L are stable. Ratings Rationale: "The one-notch downgrades reflect a greater-than-expected decline in DPL's key consolidated financial metrics as well as additional anticipated pressure on metrics going forward" said Moody's Vice President Scott Solomon. "The stable rating outlook is supported by a somewhat supportive regulatory outcome of the company's electric security plan or ESP providing for a predictable incremental revenue stream through at least 2016" added Solomon. The decline in consolidated financial metrics has been driven by higher-than-anticipated customer shopping within DP&L's service territory. Approximately 65% of DP&L's retail electric volume has switched to a competitive electric retail service provider or CRES as of June 30, 2013, an amount larger than the 50% previously anticipated. While DPLER, an affiliated company that is one of the registered CRES providers operating in DP&L's service territory, has acquired 63% of the switched load, the loss of customers and reduced margins from customer shopping have pressured DPL's consolidated operating margins and cash flows. Consequently, DPL's consolidated metrics of cash flow from operations pre-changes in working capital (CFO pre-WC) to debt and interest coverage were approximately 10% and 3 times, respectively, for the twelve months ended June 30, 2013. Moody's had expected these specific metrics to range between 10-12% and to be in excess of 3 times, respectively, following the company's acquisition by The AES Corporation (AES: Ba3 CFR, stable) that was completed in November 2011. Moreover, Moody's expects DPL's consolidated cash flow and key financial metrics to decline further from current levels. Drivers for this expected trend include continued customer shopping and a reduction in DP&L's standard service offer or SSO, the authorized electric price charged to DP&L's retail customers that continue to retain generation service from DP&L. Specifically, DPL's key consolidated financial metrics of CFO pre-WC to debt and interest coverage are now expected to be in the range of 8-10% and 2-3 times, respectively, through 2015, ranges that Moody's considers more indicative of a Ba2 rating. These credit negatives are offset in part by a service stability rider approved in DP&L's recent ESP that will provide $110 million of annual pre-tax revenue beginning 2014 through at least 2016. DP&L had requested approval to collect the service stability rider for a five-year transition period. This rating action also took into consideration the uncertainty of DP&L and DPL's financial profile upon expiration of the ESP. The forecasted consolidated financial metrics for DPL and DP&L would be substantially weaker without the collection of this rider. Consequently, it is critical that DPL reduce its operating costs and leverage profile over the next three years to improve its competitive position. The ESP requires DP&L to effectuate the separation of its generating assets from its transmission and distribution operations no later than May 31, 2017. Terms in DP&L's existing financing documents prevent it from achieving separation without either repaying in full $884 million of DP&L debt currently secured by the company's first mortgage or amending the first mortgage by obtaining the required consents. The business and financial risks profiles of DPL and DP&L upon corporate separation will be dependent on several external factors including DP&L's allowed capital structures, DPL's consolidated leverage position and market conditions for unregulated power at that time all of which could potentially precipitate subsequent rating consequences. DP&L's rating is currently constrained by DPL's highly leveraged balance sheet. In addition to the approximate $900 million in long-term debt at DP&L, there is $1,470 million of long-term holding company debt at DPL. Funds to meet DPL's debt service are primarily derived from DP&L; therefore, the rating action at DPL triggered similar action at DP&L. DPL and DP&L's ratings could be downgraded should customer shopping levels exceed Moody's revised expectations such that DPL's key consolidated financial metrics of CFO pre-WC to debt and interest coverage fall below 8% and 2 times, respectively, over the near-term. Moreover, signs that DPL will be unable to provide competitive generation services in an unregulated environment may also trigger negative rating action. An upgrade of DPL and/or DP&L is not currently anticipated. That said, a reduction in consolidated debt levels in a manner that provides for DPL's consolidated CFO pre-WC to debt and interest coverage to exceed 12% and 3 times, respectively, could trigger upward movement in DPL and DP&L's ratings. Issuer: DPL Inc. Ratings Downgraded: Senior Unsecured Rating to Ba2 from Ba1 Outlook Actions: Outlook, Changed to Stable Issuer: The Dayton Power and Light Company Ratings Downgraded: Senior Secured Bonds to Baa1 from A3 Issuer Rating and Senior Unsecured Debt to Baa3 from Baa2 Preferred Stock to Ba2 from Ba1 Outlook Actions: Outlook, Changed to Stable EASTMAN KODAK: Amends Stock Purchase Agreement with KPP Trustees ---------------------------------------------------------------- Eastman Kodak Company entered into an agreement amending and restating the Stock and Asset Purchase Agreement, dated as of April 26, 2013, between the Company, KPP Trustees Limited and the other parties. The Amended KPP Purchase Agreement amends the Original KPP Purchase Agreement by providing for, among other things, a series of deferred closings that will take place in certain foreign jurisdictions following the initial closing under the Amended KPP Purchase Agreement. These deferred closings implement the legal transfer of the Personalized Imaging and Document Imaging businesses to KPP subsidiaries in these foreign jurisdictions in accordance with local law. Pursuant to the Amended KPP Purchase Agreement, the Company will operate the Business in the deferred closing jurisdictions, subject to certain covenants, and will deliver to (or receive from) a KPP subsidiary at each deferred closing a true-up payment reflecting the actual economic benefit (or detriment) to the Business in the applicable deferred closing jurisdictions from the time of the initial closing through the time of the applicable deferred closing. The Amended KPP Purchase Agreement further provides that at the initial closing the Company will cause promissory notes issued by a Company subsidiary to be delivered to KPP or its subsidiaries in consideration for the portion of the purchase price payable by KPP or its subsidiaries at the initial closing allocated to the portion of the Business that otherwise would be transferred at the initial closing but will instead be transferred at the deferred closings. These promissory notes will be used by KPP or its subsidiaries for the purpose of funding any local currency payment required to be made by KPP or its subsidiaries to the Company's foreign subsidiaries under local law in these foreign jurisdictions at a deferred closing. 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. EDGE PRODUCTS: Car Electronics Maker Files for Bankruptcy --------------------------------------------------------- Reuters reported that Edge Products LLC, a manufacturer of electronics for vehicle manufacturers, filed for chapter 11 bankruptcy, a court filing showed. According to the report, company estimated liabilities of between $100 million and $500 million and assets of $50 million to $100 million. For the 12 months ended July 31, the company generated about $8.2 million in net revenue, the filing showed, the report related. Edge Products makes products such as ignition systems and monitors for major vehicle manufacturers, the report said. The case is in re Edge Products LLC, Case No. 13-12295, U.S. Bankruptcy Court, District of Delaware. ENERGAE LP: Suit Asking Receivership in Limbo --------------------------------------------- AGWEEK reports that a lawsuit by two North Dakota investors seeking to put an Iowa renewable energy company into receivership is on indefinite hold. On Aug. 5, Robert Hylden and Darren Sheldon of Fargo asked a Cerro Gordo County district court to appoint a receiver to control Energae LP of Clear Lake, Iowa, according to AGWEEK. The report relates that Darrell Duane Smith of Forest City, Iowa, who had been active in acquiring investments and loans for the company, this summer, was permanently stripped of his insurance and investment licenses in Iowa. Mr. Smith also promoted the company for its tax credits, some of which have been used in North Dakota, and in March 2012 promoted a sugar beet-to-ethanol process in Grafton, N.D., that has since been mothballed, the report notes. The report discloses that Alan Rosca, a Cleveland lawyer, who is one of several lawyers working with law firms in New Orleans and Iowa, says an Aug. 27 hearing was cancelled. Mr. Rosca said the suit was technically dismissed at the plaintiffs' request, but "without prejudice," meaning it can be reactivated at any time, the report notes. Mr. Rosca, the report relays, says the firm is in negotiations attempting to settle on a solution outside of court. The report notes that the initial action asked the court to appoint the receiver or at least freeze all of the company's funds until Smith was "permanently removed." Mr. Rosca said that the overall strategy is to get someone new running the company. Jon Alexandres is currently listed as the "general partner" for the company. In the petition, Mr. Hylden said he invested $8,000 in Energae or its I-Lenders affiliate, the report relays. Mr. Sheldon invested $39,000, including $7,000 for a "green energy" tax credit, the report notes. They said a May 20, letter from Energae indicates the company lost money in 2012, 2011 and 2010. Hylden and Sheldon had asked for unspecified compensatory and punitive damages, as well as legal costs, the report relays. Separately, the Chapman LLC law firm in Cleveland on July 16 filed claims with the Financial Industry Regulatory Authority against Smith's former securities employer, the report discloses. The report notes that the FINRA claim said Denver-based Cetera LLC (formerly Multi-Financial Securities) is "liable for investor losses because it failed to detect and stop Smith's fraudulent and illegal sales of those investments." Mr. Johnson said 15 Iowa individuals are demanding a total of more than $1 million in compensation, plus attorney fees and punitive damages, the report says. John S. Chapman, of Chapman LLC, says no hearing or trial with three arbitrators has been scheduled, but he hopes one can be scheduled for July under an "accelerated calendar," the report notes. Mr. Chapman said he asked FINRA for an accelerated process in part because of the advanced age of some plaintiffs, the report adds. ENERGY FUTURE: Moody's Says Bankruptcy Looms at Year's End ---------------------------------------------------------- Energy Future Holdings Corp. is likely to announce a material restructuring by the end of the year in a bankruptcy filing that could be one of the 10 largest non-financial corporate bankruptcies in the US since 1980, says Moody's Investors Service in the report "Energy Future Holdings Corp.: What a Bankruptcy Would Mean for Investors." Although it is most likely that the financially distressed subsidiary Texas Competitive Electric Holdings and its intermediate subsidiary holding company Energy Future Competitive Holdings will file for bankruptcy, Moody's says that when they do, it is probable that Energy Future Holdings and Energy Future Intermediate Holdings will also file for bankruptcy; however, under no scenario does Oncor, the regulated utility in the EFH family or its holding company, Oncor Electric Delivery Holdings, file for bankruptcy. "Regardless of which entities file, we think the restructuring will be relatively amenable and organized," says Moody's Associate Managing Director Jim Hempstead, in the report. Moody's is most confident that Texas Competitive Electric Holdings and Energy Future Competitive Holdings will file for bankruptcy because they have roughly $30 billion in debt but only $15 billion in perceived value. "The $15 billion needs to be spread across a complex corporate and capital structure, choked by multiple classes of secured and unsecured debt, intercompany guarantees and indenture amendments," says Moody's Hempstead. Moody's Lost Given Default methodology for assessing potential losses points to average losses of roughly 50% on debt of both these entities as well as on the roughly $8.3 billion of debt outstanding at Energy Future Holdings and Energy Future Intermediate Holdings if they were to also file for bankruptcy. Senior secured first-lien lenders would fare best, while senior unsecured lenders at EFH and EFCH would see very low recoveries. As for collateralized loan obligations that own EFH debt, the impact of a bankruptcy should be minimal. Ratings on the CLOs already account for the likelihood of default and assume low recovery values, says Moody's. ENGLOBAL CORP: Reports $1.59-Mil. Net Loss in 2nd Quarter --------------------------------------------------------- ENGlobal Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $1.59 million on $50.65 million of revenues for the three months ended June 29, 2013, compared with a net loss of $9.83 million on $59.15 million of revenues for the three months ended June 30, 2012. The Company reported net income of $350,000 on $100.41 million of revenues for the six months ended June 29, 2013, compared with a net loss of $9.99 million on $118.32 million of revenues for the six months ended June 30, 2012. The Company's balance sheet at June 29, 2013, showed $59.37 million in total assets, $33.64 million in total liabilities, and stockholders' equity of $25.74 million. "For most of 2012, the Company had operated under difficult circumstances. For the year ended Dec. 29, 2012, the Company reported a net loss of approximately $33.6 million that included a non-cash charge of approximately $16.9 million related to a goodwill impairment and a non-cash charge of approximately $6.8 million related to a valuation allowance established in connection with the Company's deferred tax assets. During 2012, its net borrowings under its revolving credit facilities increased approximately $10.5 million to fund its operations. Due to challenging market conditions, its revenues and profitability declined during 2012. Although the Company implemented a profit improvement plan in the fourth quarter of 2012, the results of that plan are not expected to be fully realized until later this year. These circumstances 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/A3mXNS Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of engineering and related project services primarily to the energy sector throughout the United States and internationally. ENGlobal operates through two business segments: Automation and Engineering. ENGlobal's Automation segment provides services related to the design, fabrication and implementation of advanced automation, control, instrumentation and process analytical systems. The Engineering segment provides consulting services for the development, management and execution of projects requiring professional engineering, construction management, and related support services. ENGLOBAL CORP: Inks Third Amendment to PNC Bank Loan Agreement -------------------------------------------------------------- ENGlobal Corporation, ENGlobal U.S., Inc., ENGlobal International, Inc., ENGlobal Government Services, Inc., entered into the Third Amendment to Revolving Credit and Security Agreement and Limited Consent, with PNC Bank, National Association, as administrative agent for the lenders, on Aug. 30, 2013. Under the terms of the Third Amendment, the Lenders waived all existing events of default, consented to the Company's sale of its Gulf Coast Operations and further amended the Company's Revolving Credit and Security Agreement dated as of May 29, 2012, with the Lenders to extend credit to the Borrowers in the form of loans on a revolving basis of up to $10 million, including a sub-facility for standby or trade letters of credit up to an amount not to exceed $1.5 million. Any Loans will bear interest at (a) the sum of the Alternate Base Rate (defined as a fluctuating rate equal to the highest of (x) the commercial lending rate of Agent as publicly announced and in effect on that day, (y) the daily federal funds open rate as quoted by ICAP North America, Inc., in effect on that day plus 1/2 of 1 percent, and (z) the Daily Libor Rate plus 1 percent (with the Daily LIBOR Rate determined by taking the LIBOR rate published in the Wall Street Journal and dividing it by a number equal to 1 minus the reserve percentage on that day as determined by the Board of Governors of the Federal Reserve), plus 2.75 percent or (b) the sum of the Eurodollar Rate (defined as a fluctuating rate determined by Agent by dividing the quoted LIBOR rate (as selected from a variety of sources) by a number equal to 1 minus the reserve percentage on that day as determined by the Board of Governors of the Federal Reserve), plus 3.75 percent. The Borrowers will pay PNC Bank, on behalf of the Lenders, a fee for issuing each letter of credit in the amount equal to the daily amount available to be drawn under such letter of credit multiplied by 3.75 percent. Those fees to the Agent will be payable quarterly in arrears. The Borrowers will also pay to the issuer of each letter of credit a fronting fee of 0.25 percent per annum together with all administrative expenses associated with issuing the letter of credit. All Loans and all other obligations outstanding under the Loan Agreement will be payable in full on Sept. 30, 2014, unless otherwise terminated pursuant to the terms of the Loan Agreement. Although the Company is no longer required to comply with a Tangible Net Worth covenant, the Company is required to comply certain financial covenants. A copy of the Third Amendment is available for free at: http://is.gd/FL8Mjp About ENGlobal Headquartered in Houston, Texas, ENGlobal -- http://www.ENGlobal.com-- is a provider of engineering and related project services principally to the energy sector throughout the United States and internationally. ENGlobal operates through two business segments: Automation and Engineering & Construction. ENGlobal's Automation segment provides services related to the design, fabrication and implementation of process distributed control and analyzer systems, advanced automation, and related information technology. The Engineering & Construction segment provides consulting services relating to the development, management and execution of projects requiring professional engineering as well as inspection, construction management, mechanical integrity, field support, quality assurance and plant asset management. ENGlobal currently has approximately 1,400 employees in 11 offices and 9 cities. The Company's balance sheet at March 30, 2013, showed $70.79 million in total assets, $43.51 million in total liabilities, all current, and $27.28 million in total stockholders' equity. Going Concern "The Company has been operating under difficult circumstances since the beginning of 2012. For the year ended December 29, 2012, the Company reported a net loss of approximately $33.6 million that included a non-cash charge of approximately $16.9 million relating to a goodwill impairment and a non-cash charge of approximately $6.8 million relating to a valuation allowance established in connection with the Company's deferred tax assets. During 2012, our net borrowings under our revolving credit facilities increased approximately $10.5 million to fund our operations. Due to challenging market conditions, our revenues and profitability declined during 2012 and continued to weaken through the first quarter of 2013. As a result, we have failed to comply with several financial covenants under our credit facilities resulting in defaults. Although we have sold assets, reduced debt and decreased personnel in an attempt to improve our liquidity position, we cannot assure you that we will be successful in obtaining the cure or waiver of the defaults under our credit facilities. If we fail to obtain the cure or waiver of the defaults under the facilities, the lenders may exercise any and all rights and remedies available to them under their respective agreements, including demanding immediate repayment of all amounts then outstanding or initiating foreclosure or insolvency proceedings. In such event and if we are unable to obtain alternative financing, our business will be materially and adversely affected, and we may be forced to sharply curtail or cease our operations. As a part of our efforts to improve our cash flow and restore our financial relationship with our lenders under the PNC Credit Facility, we engaged an investment banking firm to pursue strategic alternatives on behalf of the Company and a consulting firm to assist the Company with cost cutting efforts. These circumstances raise substantial doubt about the Company's ability to continue as a going concern," according to the Company's quarterly report for the period ended March 30, 2013. EXCEL MARITIME: Committee's Bid to Terminate Exclusivity Denied --------------------------------------------------------------- For reasons stated on record during the hearing held Aug. 29, 2013, Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York denied the Official Committee of Unsecured Creditors' motion to terminate the exclusive plan filing and solicitation periods of Excel Maritime Carriers LTD., et al. As previously reported, the Committee asserted that the Chapter 11 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, the Committee also asserted. 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, the Committee said. The Debtors and their Senior Lenders objected to the Committee's motion, arguing 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 asserted 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. 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. The Creditors' Committee is represented by Michael S. Stamer, Esq., 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. EXCEL MARITIME: Oct. 18 Set as Last Day to File Proofs of Claim --------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York entered an order (a) establishing (i) Oct. 18, 2013 at 5:00 p.m. (Eastern Time), as the deadline for each person or entity other than a "Governmental Unit" to file a proof of claim against any Debtor to assert any claim that arose prior to July 1, 2013; and (ii) Dec. 30, 2013 at 5:00 p.m. (Eastern Time) as the deadline for each Governmental Unit to file a Proof of Claim to assert any Claim. 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. The Creditors' Committee is represented by Michael S. Stamer, Esq., 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. EXIDE TECHNOLOGIES: Incurs $91.2-Mil. Net Loss in June 30 Quarter ----------------------------------------------------------------- Exide Technologies filed its quarterly report on Form 10-Q, reporting a net loss of $91.2 million on $682 million of net sales for the three months ended June 30, 2013, compared with a net loss of $106 million on $693.44 million of net sales for the three months ended June 30, 2012. Loss before reorganization items, net was $51.4 million for the three months ended June 30, 2013, compared to $14.3 million for the three months ended June 30, 2012. Reorganization items for the three months ended June 30, 2013, totaled $39.54 million, including professional fees of $24.03 million. Loss before income taxes was $90.91 million for the three months ended June 30, 2013, compared to $14.66 million for the three months ended June 30, 2012. Income tax expense was $309,000 for the three months ended June 30, 2013, compared to $91.81 million for the three months ended June 30, 2012. "The income tax expense for the three month period ended June 30, 2012, included the recognition of taxes on income and losses in almost all of the Company's jurisdictions with the exception of the United States, Spain and the United Kingdom, on which full valuation allowances are recorded. The Company established a full valuation allowance for the United States in the quarter after determining that it was not more likely than not that the Company would realize all deductible temporary differences and carryforwards in the forseeable future. This discrete item resulted in an $87.6 million charge to expense. In addition, the effective tax rate for the first three months was affected by the recognition of $10.8 million in valuation allowances on current period tax benefits." The Company's balance sheet at June 30, 2013, showed $1.996 billion in total assets, $1.926 billion in total liabilities, and stockholders' equity of $69.94 million. A copy of the Form 10-Q is available at http://is.gd/LIPsGy About Exide Technologies Milton, Georgia-based Exide Technologies -- http://www.exide.com/ -- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. FIELDWOOD ENERGY: Moody's Assigns 'B1' CFR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned first time ratings to Fieldwood Energy LLC, including a B1 Corporate Family Rating, a Ba2 rating to the proposed $900 million first lien term loan, a B2 rating to the proposed $1.7 billion second lien term loan and a SGL-2 Speculative Grade Liquidity Rating. Fieldwood's rating outlook is stable. Net proceeds from the senior secured credit facilities, along with $100 million in drawings under the revolving credit facility and equity investment by Riverstone Holdings LLC, will be used to finance its acquisition of Apache Corporation's shallow Gulf of Mexico (GoM) assets for approximately $3.75 billion (excluding $1.5 billion of assumed plugging and abandonment (P&A) liabilities). "While Fieldwood has the largest asset base of any pure play GoM operator, geographic concentration in and risks of operating offshore constrain its ratings," commented Saulat Sultan, Moody's Vice President. "There is also limited opportunity for credit accretion through early 2015 due to significant P&A related funding obligations." Rating Assignments: Corporate Family Rating of B1 Probability of Default Rating of B1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 $900 million first lien senior secured term loan, rated Ba2 (LGD2, 22%) $1.7 billion second lien senior secured term loan, rated B2 (LGD5 75%) Rating Rationale: Fieldwood's B1 Corporate Family Rating is underpinned by its large scale in the GoM shelf with mostly proved developed reserves (PD) that are diversified across multiple fields. Fieldwood's management and Riverstone have previously partnered successfully on shallow water GoM operator Dynamic Offshore, which Moody's views as a credit positive along with the fact that the company would be retaining most members of Apache's GoM engineering and management team. However, Fieldwood's ratings are constrained by geographic concentration in the GoM and unique challenges associated with operating there, relatively high leverage, weak free cash flow generation through the end of 2014 primarily due to large P&A related outflows, lack of operating history and audited financials as a standalone business, and risks associated with ownership by private equity sponsors. The proposed first lien term loan is rated Ba2, two notches above the CFR, because it has an all-asset pledge (pari passu with the revolving credit facility) and a priority claim over second lien obligations. The proposed second lien term loan is rated B2, or one notch below the CFR, due to the priority claims of the revolving facility and first lien term loan. The assigned B2 rating on the second lien facility also reflects a 1-notch override to the outcome under Moody's Loss Given Default Methodology (LGD). The override acknowledges the strong underlying value of Fieldwood's assets. The P&A liabilities have a junior security claim compared to the proposed senior secured credit facilities. Fieldwood should have good liquidity to cover its cash needs through the end of 2014 which is captured in the assigned SGL-2 rating. The company will produce slightly breakeven free cash flow in this period, mainly due to large P&A spending obligations. Fieldwood will issue letters of credit as part of its P&A obligations (per the decommissioning agreement with Apache), which along with borrowings under the revolving credit facility, result in revolver availability of just under $400 million. The company's alternate liquidity is limited given all of its assets are encumbered by its secured credit facilities. Moody's expects Fieldwood to remain in compliance of covenants under its credit faculties. The stable outlook assumes Fieldwood will grow its production and reserves base over time while maintaining a conservative leverage profile and use excess cash flow to pay down debt. Growing production, increased cash flow generation and lower leverage could result in a positive ratings action. An upgrade is possible with longer operating history as a standalone entity and improving leverage metrics (excluding P&A liabilities), with debt / average daily production and debt / PD approaching $25,000 and $13.00, respectively. The CFR could be downgraded if leverage increases from current levels for a sustained period or if liquidity weakens materially (debt / average daily production and debt / PD sustained above $35,000 and $15.00, respectively). Primarily debt- funded acquisitions that pressure leverage metrics or liquidity could also lead to a negative ratings action. The principal methodology used in rating Fieldwood 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. Fieldwood Energy LLC is an independent oil and gas exploration and production company headquartered in Houston, Texas. FLORIDA GAMING: Obtains Order Establishing Trading Procedures ------------------------------------------------------------- The U.S. Bankruptcy Court has entered an order establishing procedures for trading in Florida Gaming Corporation's common stock that are designed to assist the company in preserving its net operating losses. On Aug. 30, 2013, the U.S. Bankruptcy Court for the Southern District of Florida granted a motion and entered an order on the docket, designed to assist the company in preserving its net operating losses by prohibiting certain transfers of equity interests in the company. The order will remain in effect until the Bankruptcy Court holds a hearing to reconsider the appropriateness of the interim relief. In general, the order requires that any person seeking to acquire ownership of more than 4.9 percent of the Company's common stock, before that acquisition, file with the Bankruptcy Court and serve on the "Notice Parties" named in the order (i) a Declaration of Intent to Purchase, Acquire or Otherwise Accumulate Common Stock and (ii) a motion to approve any such contemplated transaction. The company (or any other interested party) would then have the right to object to the proposed acquisition. A copy of the Order is available for free at: http://is.gd/fUMeAj About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company listed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. FTS INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B-' corporate credit rating on Ft. Worth, Texas-based FTS International Services LLC (FTS) and revised the outlook to stable from negative. At the same time, we affirmed our 'B+' issue-level rating (two notches higher than the corporate credit rating) on the company's senior unsecured debt. The recovery rating remains '1', indicating S&P's expectation of very high (90% to 100%) recovery for bondholders in the event of a payment default. S&P also placed its 'CCC+' issue-level rating on the company's structurally subordinated term loan, held at parent company FTS International Inc., on CreditWatch with positive implications, reflecting the possibility that the company will use asset sale proceeds to pay down its unsecured notes, thereby benefiting recovery prospects for the term loan holders. The recovery rating on this debt is '5', indicating S&P's expectation for modest (10% to 30%) recovery in the event of a payment default. "Our stable outlook on FTS reflects our expectation that asset sale proceeds will be used to reduce debt to levels more appropriate for the rating category and that liquidity will remain adequate," said Standard & Poor's credit analyst Carin Dehne- Kiley. S&P could downgrade the company if liquidity deteriorates materially, which could occur if the company's EBITDA margins fall to less than 8% for a sustained period, likely due to either a drop in demand or further increases in fracking capacity. S&P could raise the rating on FTS if the company reduced leverage to less than 5x for a sustained period. This would most likely occur if U.S. fracking market conditions improve more than S&P currently expects, or if the company can meaningfully reduce debt, either from an IPO, additional asset sales or an equity infusion by a strategic investor. GLW EQUIPMENT: Withdraws Application to Hire Financial Consultant ----------------------------------------------------------------- GLW Equipment Leasing, LLC, withdrew its application to employ GuideSource as its financial consultant. The Debtor did not state the reason of that withdrawal. GLW Equipment Leasing, LLC, filed a bare-bones Chapter 11 petition (Bankr. D. Minn. Case No. 13-44202) in Minneapolis, Minnesota, on Aug. 27, 2013. Warren Cadwallader signed the petition as president. The Debtor estimated at least $10 million in assets and liabilities. Michael F. McGrath, Esq. -- E-mail: mfmcgrath@ravichmeyer.com -- at Ravich Meyer Kirkman Mcgrath Nauman & Tansey, P.A., Minneapolis, MN, serves as the Debtor's counsel. Judge Katherine A. Constantine presides over the case. GREEN FIELD: Payment Default Triggers Moody's Rating Downgrades --------------------------------------------------------------- Moody's Investors Service downgraded Green Field Energy Services, Inc.'s Corporate Family Rating to Ca and Probability of Default Rating to Ca-PD / LD. The $250 million senior secured notes rating was also downgraded to C from Caa2. Green Field's liquidity is weak and the rating outlook is negative. "The downgrade of Green Field's ratings reflects its default of principal payment on its credit facility with Shell, which in turn triggered a cross default under the senior secured notes," said Saulat Sultan, Moody's Vice President. "The company's business model is unproven and its survival remains predicated on new equity contributions and further concessions from debtholders." Downgrades: Corporate Family Rating, Downgraded to Ca from Caa2 Probability of Default Rating, Downgraded to Ca-PD/ LD from Caa2-PD Senior Secured Notes Due 2016, Downgraded to C (LGD 5/72%) from Caa2 (LGD 4 / 60%) Outlook Change: Changed to Negative from Stable Ratings Rationale: Green Field's Ca CFR reflects its default on its credit facility with Shell Western Exploration and Production Inc. (not rated), a subsidiary of Royal Dutch Shell plc (Shell, Aa1 stable) and its senior secured notes. The company also did not receive the committed preferred stock investment from its owner and CEO (Mr. Michael Moreno, who owns 93% of the company). The company has weak liquidity. Cash and cash flow are insufficient to fund sizable obligations relating to its, interest expense, mandatory debt amortization and capital expenditures In the absence of new equity investment from existing or new capital providers, Green Field has significant "going concern" issues. The $250 million senior secured notes are rated one notch below the CFR due to their lower ranking than the Shell facility in the capital structure and expected weak recovery in the event of a restructuring. The negative outlook reflects Moody's view that Green Field's debt servicing obligations are unsustainable and will likely need to be restructured. A downgrade will occur if Green Field files for creditor protection or restructures its debt in a manner economically detrimental to the full claims of its lenders. The rating is unlikely to be upgraded. The principal methodology used in rating Green Field Energy was the Global Oilfield Services 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. Green Field Energy Services, Inc. is headquartered in Lafayette, Louisiana. HARVEST NATURAL: Incurs $2.92-Mil. Net Loss in Second Quarter ------------------------------------------------------------- Harvest Natural Resources, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $2.92 million for the three months ended June 30, 2013, compared with net income of $10.77 million for the three months ended June 30, 2012. The Company reported net income of $43.11 million for the six months ended June 30, 2013, compared with net income of $13.05 million for the six months ended June 30, 2012. The Company currently does not have any revenue or operating cash inflow. Petrodelta, S.A., currently represents the Company's only source of earnings. Loss from continuing operations before net income from equity affiliate was $10.20 million for the three months ended June 30, 2013, compared to loss from continuing operations before net income from equity affiliate of $9.91 million for the three months ended June 30, 2012. Loss from continuing operations before net income from equity affiliate was $13.30 million for the six months ended June 30, 2013, compared to loss from continuing operations before net income from equity affiliate of $19.11 million for the six months ended June 30, 2012. The Company's balance sheet at June 30, 2013, showed $613.16 million in total assets, $92.29 million in total liabilities, and stockholders' equity of $520.87 million. According to the regulatory filing, the Company's primary ongoing source of cash has been dividends from Petrodelta and the sale of oil and gas properties. However, due to the lack of receipt of dividends from Petrodelta, the Company's current source of cash is expected to be generated by accessing debt and/or equity markets, asset sales, and/or farm-downs. "While we believe the issuance of additional equity securities, short- or long-term debt financing, farm-downs, delay of the discretionary portion of our capital spending to future periods and/or operating cost reductions could be put into place which would not jeopardize our operations and future growth plans, these circumstances raise substantial doubt about our ability to continue to operate as a going concern." A copy of the Form 10-Q is available at http://is.gd/3afd1H About Harvest Natural Resources Houston-based Harvest Natural Resources, Inc., is an independent energy company engaged in the acquisition, exploration, development, production and disposition of oil and natural gas properties since 1989, when it was incorporated under Delaware law. The Company has acquired and developed significant interests in the Bolivarian Republic of Venezuela. The Company's Venezuelan interests are owned through Harvest-Vinccler Dutch Holding, B.V., a Dutch private company with limited liability. The Company's ownership of Harvest Holding is through HNR Energia, B.V., in which the Company has a direct controlling interest. Through HNR Energia, the Company indirectly owns 80 percent of Harvest Holding and the Company's partner, Oil & Gas Technology Consultants (Netherlands) Cooperatie U.A., a controlled affiliate of Venezolana de Inversiones y Construcciones Clerico, C.A. ("Vinccler"), indirectly owns the remaining 20 percent interest of Harvest Holding. The Company does not have a business relationship with Vinccler outside of Venezuela. Harvest Holding owns, indirectly through wholly owned subsidiaries, 40 percent of Petrodelta, S.A. As the Company indirectly owns 80 percent of Harvest Holding, it indirectly owns a net 32 percent interest in Petrodelta, S.A., and Vinccler indirectly owns eight percent. HIGH REV: Case Summary & 9 Unsecured Creditors ---------------------------------------------- Debtor: High Rev Power, LLC 1170 Corporate Drive, Suite 204 Arlington, TX 76006 Bankruptcy Case No.: 13-42193 Chapter 11 Petition Date: September 7, 2013 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its nine unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/txeb13-42193.pdf The petition was signed by Zhiyao Zhang, president. HOWREY LLP: Hits 3 More Ex-Partners With Clawback Claims -------------------------------------------------------- Law360 reported that the trustee for folded law firm Howrey LLP launched a lawsuit against three former partners on Sept. 9, seeking to claw back $596,183 in distributions made to the lawyers while Howrey was insolvent, allegedly in violation of Howrey's partnership agreement. According to the report, the new suit comes less than two weeks after a California bankruptcy judge approved a settlement resolving approximately $515,000 in unfinished business claims between Howrey, McDermott Will & Emery LLP and a former Howrey partner who left to join McDermott in 2010. 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. IBAHN CORP: Wins Approval for $1.5-Mil. Ch. 11 Loan --------------------------------------------------- Law360 reported that a Delaware bankruptcy judge gave the interim nod Sept. 9 to a slew of first-day motions in global hotel Internet provider iBahn Corp.'s Chapter 11 case, including a crucial $1.5 million post-petition loan to help keep the company afloat through the process. According to the report, U.S. Bankruptcy Judge Peter J. Walsh made little comment when signaling his approval at a hearing in Wilmington for the debtor-in-possession loan, which is combined with a bid for the company to continue using cash collateral to fund its case. Salt Lake City, Utah-based IBahn Corp., a provider of Internet services to hotels, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12285), citing a loss of contracts with largest customer Marriott International Inc. and patent litigation costs. IBahn Chief Financial Officer Ryan Jonson said the company had assets of $13.6 million and it listed liabilities of as much as $50 million in the Chapter 11 filing on Sept. 6. IBAHN CORP: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: iBAHN Corporation 2755 E. Cottonwood Parkway, Suite 400 Salt Lake City, UT 84121 Bankruptcy Case No.: 13-12285 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Peter J. Walsh Debtors' Counsel: Timothy P. Cairns, Esq. PACHULSKI STANG YOUNG & JONES, LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: tcairns@pszjlaw.com - and ? Bruce Grohsgal, Esq. PACHULSKI, STANG, ZIEHL YOUNG & JONES, LLP 919 N. Market Street, 16th Floor Wilmington, DE 19899-8705 Tel: (302) 778-6403 Fax: (302) 652-4400 E-mail: bgrohsgal@pszyj.com - and ? Laura Davis Jones, Esq. PACHULSKI, STANG, ZIEHL YOUNG & JONES, LLP 919 N. Market Street, 17th Floor Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com - and ? James E. O'Neill, Esq. PACHULSKI, STANG, ZIEHL YOUNG & JONES, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: jo'neill@pszjlaw.com Debtors' Claims and Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS Estimated Assets: $0 to $50,000 Estimated Debts: $10,000,001 to $50,000,000 Affiliates that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- iBAHN General Holdings Corp. 13-12287 iBAHN Leasing LLC. 13-12290 iBAHN Corporation did not file a list of creditors together with its petition. The petitions were signed by Ryan Jonson, chief financial officer. ICON HEALTH: S&P Revises Outlook to Negative & Affirms 'B-' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Logan, Utah-based fitness equipment maker ICON Health & Fitness, Inc. to negative from stable. At the same time, S&P affirmed all ratings, including its 'B-' corporate credit rating, on the company. "The outlook revision to negative from stable reflects our belief that, in the absence of meaningful EBITDA improvement over the next few quarters, ICON will be unable to internally fund fixed charges in fiscal 2014," said Standard & Poor's credit analyst Ariel Silverberg. (ICON's fiscal year ends May 31.) S&P affirmed its 'B-' corporate credit rating based on the company's successful reduction in inventory balances in 2013 from abnormally high levels in fiscal 2012. S&P believes that reduced inventory levels could translate into less product discounting and improved gross margin in 2014. The 'B-' rating reflects S&P's assessment of ICON's financial risk profile as "highly leveraged", and its assessment of its business risk profile as "vulnerable", according to its criteria. Based on its likely sources and uses of cash over the next 12 to 18 months and incorporating S&P's performance expectations, ICON has a less- than-adequate liquidity profile, according to its criteria. The negative outlook reflects the risk that ICON would be unable to internally fund fixed charges in the absence of significant EBITDA growth in fiscal 2014, which could further decrease excess availability under the company's asset-based revolver. Lower ratings are likely if there is a lack of EBITDA growth by the second fiscal quarter, which would increase risks that ICON would not be able to fund fixed charges on an ongoing basis. This scenario would be aligned with a 'CCC' category rating. S&P could consider returning the outlook to stable if it believes ICON can maintain EBITDA coverage of interest in the low-1x area. INKIA ENERGY: Fitch Rates US$100-Mil. Unsecured Notes ----------------------------------------------------- Fitch Ratings rates Inkia Energy Ltd.'s USD150 million reopening senior unsecured notes due 2021. The company expects to use the proceeds to finance its growth strategy. Inkia' ratings are supported by the solid credit profile of its most important subsidiary, Kallpa, which is an 870 MW (megawatt) Peruvian thermoelectric generation company. Kallpa's credit quality is supported by its contractual position and competitive cost structure; Inkia has a 75% participation in Kallpa. Inkia's ratings also incorporate the geographic diversification of its assets, large expansion project, and expected improvements in its financial profile following the completion of these projects. Key Rating Drivers Credit Profile Linked to Kallpa Kallpa's credit quality is supported by its competitive cost structure and its contracted position. Kallpa has entered into several power purchase agreements (PPAs). These PPAs total approximately 1,063 MW of annual contracted capacity and add to cash flow stability and predictability given the fixed capacity payments and fuel cost pass-through clauses. The PPA's are also linked to U.S. dollar, reducing the company's exposure to foreign exchange risk, as the bulk of the company's debt is denominated in dollars. In August 2012, Kallpa completed its expansion project, which increased the plant's installed capacity to 870 MW from 581 MW and improved its efficiency through the installation of a 289 MW combined-cycle unit. Kallpa's financial profile improved as a result of this expansion. This company is expected to represent approximately 60% of Inkia's consolidated EBITDA and 40% of cash flow distributions. Kallpa's EBITDA should increase by approximately USD100 million to USD150 million and decrease leverage at this subsidiary to between 2.5 - 3.0x by year-end 2013. High Leverage During Expansion Inkia's stand-alone financial profile has historically been weak for the rating category. Following the completion of Kallpa's expansion project, Inkia's consolidated financial profile started improving to a level consistent with the assigned rating. As of June 2013, Inkia's consolidated leverage, as measured by total senior debt to EBITDA, decreased to 3.8x from 4.8x at the end of 2012. During the next two to three years, the company's leverage metrics are expected to weaken as the company issues debt, mostly to finance its Cerro del Aguila project. Consolidated leverage metrics are then expected to return to between 3.5x and 4.0x, in line with the assigned rating category. As of the last twelve months (LTM) ended June 2013, Inkia's consolidated EBITDA (plus dividends) and net cash flow from operations (CFO) were USD215 million and USD202 million, respectively. Inkia had total consolidated debt of USD919 million as of June 2013. After giving equity credit to a USD161 million intercompany loan from its parent, Israel Corp., Inkia's adjusted debt was USD818 million. Inkia's debt as of June 2013 was composed of approximately USD292 million at the holding company level and the balance was debt at its subsidiaries. Adequate Liquidity Position Inkia's liquidity position is adequate. As of June 30, 2013, the company's consolidated cash position amounted to USD161 million, of which approximately USD77 million was at the holding company and USD84 million was at consolidated subsidiaries. The company's liquidity position is supported by its cash on hand, readily monetizable assets, as well as dividends and disbursements, which range between USD20 million and USD30 million, from its different subsidiaries. Inkia owns 21% of Edegel, which is the largest generation company in Peru, with a current market capitalization of approximately USD2.2 billion. The company also benefits from favorable access to the local capital markets to finance investment projects at the subsidiaries' level. Currently, the company has been able to secure through banks 100% of the required funds to finance the construction of the Cerro del Aguila hydroelectric generation plant. Inkia also benefits from the financial flexibility provided by intercompany debt with its ultimate shareholder as this subordinated debt does not carry a fixed amortization schedule and does not share collateral (shares on assets) with Inkia's bonds. Asset Diversification Inkia's ratings also take into consideration the company's geographic diversification. Excluding its Peruvian operations, the company generated approximately 35% of its 2012 consolidated EBITDA (plus dividends) from assets located in Bolivia (rated 'BB- ' by Fitch), Chile (rated 'A+'), the Dominican Republic (rated 'B') and El Salvador (rated 'BB-'). Over the past few years, cash flow from these assets was of strategic importance for Inkia. After the completion of Kallpa's expansion, these assets are expected to represent smaller portion of cash distributions to the holding company starting in 2013. The consolidated credit metrics of Inkia should continue to be characterized by relatively high leverage ratios in the medium term, as the company continues its expansion strategy and finances growth with debt at project level and to a lesser extent at the holding company level. Debt Structurally Subordinated Inkia's debt is structurally subordinated to debt at the operating companies. As of June 30, 2013, total debt at the subsidiary level amounted to approximately USD526 million or 64% of total consolidated adjusted debt. The bulk of this debt is represented by notes issued by Kallpa to fund the capacity expansion. This project-finance-like debt has a standard covenants package including dividend restrictions and limitations on additional indebtedness. Specifically, Kallpa is restricted from making dividend payments to Inkia if its debt service coverage ratio (DSCR) falls below 1.2x. Fitch's expects Kallpa's DSCR to reach its lowest point in 2014 at 1.5x. Rating Sensitivities A negative rating action could be triggered by a combination of the following factors: - Consolidated leverage does not decrease below 4.0x after Cerro del Aguila commence operations; - Inkia pursues additional opportunities in generation without an adequate amount of additional equity; - the company implements a dividends policy while leverage is high; or - the company's asset portfolio becomes more concentrated in countries with high political and economic risk. Although a positive rating action is not expected in the near future, any combination of the following factors could be considered: - The Peruvian operation's cash flow contribution increases beyond current expectations; and/or - Leverage declines materially. INVENT VENTURES: Incurs $243K Net Loss in Second Quarter -------------------------------------------------------- INVENT Ventures, Inc., filed its quarterly report on Form 10-Q, reporting a net decrease in net assets from operations of $242,508 on total revenues of $38,642 for the three months ended June 30, 2013, compared with net increase in net assets from operations of $105,563 on total revenues of $31,500 for the same period last year. The Company reported a net decrease in net assets from operations of $408,348 on $71,838 of total revenues for the six months ended June 30, 2013, compared with a net decrease in net assets from operations of $1.36 million on total revenues of $42,987 for the corresponding period in 2012. The Company's Statements of Net Assets at June 30, 2013, showed $11.00 million in total assets, $1.05 million in total liabilities, and net assets of $9.95 million. A copy of the Form 10-Q is available at http://is.gd/yA4KTN About INVENT Ventures Las Vegas, Nevada-based INVENT Ventures, Inc., formerly known as Los Angeles Syndicate of Technology, Inc., is a technology venture fund that creates, builds, and invests in web and mobile technology companies. The Company develops businesses in the consumer Internet, mobile and biotechnology markets, and owns six companies at different stages of development. * * * As reported in the TCR on April 11, 2013, Paritz & Company, P.A., in Hackensack, New Jersey, expressed substantial doubt about INVENT Ventures' ability to continue as a going concern, citing that the Company will need to raise capital through sales of Company stock to provide sufficient cash flow to fund the Company's operations. JUMP OIL: Lion Petroleum Buys 32 Gas Stations --------------------------------------------- Jeffrey Tomich, writing for The St. Louis Post-Dispatch, reports that Lion Petroleum has purchased 32 gas stations from Jump Oil Co., including a dozen in the St. Louis metro area, according to the Richmond, Va.-based investment bank that marketed the properties. The Post-Dispatch did not report on the financial terms of the deal. According to the report, Bankruptcy Judge Kathy A. Surratt-States approved the sale of 48 Jump stations earlier this summer. Casey's General Stores Inc. purchased four of the stores and 12 were sold to other buyers. According to a report by the Troubled Company Reporter, the Bankruptcy Court on July 9 issued an order approving the sales. Colonial Pacific Leasing and CRE Venture 2011-1, LLC, the holders of first priority liens and security interests in the assets subject to the sale, consented to the deals. The list of the approved purchasers of the Property is available at http://bankrupt.com/misc/jumpoil.doc182.pdf About Jump Oil Company Jump Oil Company owns 42 parcels of real property throughout the state of Missouri, on which gas and service stations are operated by various third-party lessees pursuant to lease agreements with Debtor. The gas stations are Phillips 66 branded stations, pursuant to a branding and licensing agreement. Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations pursuant to 11 U.S.C. Sec. 363. The Debtor disclosed $17,603,456 in assets and $26,276,060 in liabilities as of the Chapter 11 filing. The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC as financial consultants; Matrix Private Equities, Inc. as financial advisor; Mariea Sigmund & Browning, LLC as special counsel; and Wolff & Taylor, PC as accountants. The Debtor's combined indebtedness as of the Petition Date, both secured and unsecured, is $22.5 million. Colonial Pacific Leasing Station is owed $17.9 million secured by a perfected security interest and liens 37 of the gas stations. CRE Venture 2011-1, LLC is owed $716,000 allegedly secured by three of the Debtor's sites. Lindell Bank is owed $347,000 allegedly secured by interest in two of the Debtor's sites. K-V PHARMACEUTICAL: Files Copy of Confirmation Order With SEC ------------------------------------------------------------- K-V Pharmaceutical Company and its affiliates filed with the U.S. Securities and Exchange Commission a copy of the order confirming their Sixth Amended Joint Chapter 11 Plan of Reorganization. As previously disclosed, the Bankruptcy Court approved the Disclosure Statement for the Plan on July 17, 2013. Consummation of the Plan is subject to certain conditions precedent to effectiveness, which the Debtors expect to satisfy on or about Sept. 13, 2013. The Plan provides that the holders of the Company's Senior Secured Notes will receive payment in full of their claims for prepetition principal and interest owing under the Senior Secured Notes in an aggregate amount equal to approximately $230 million. The Debtors' existing debtor-in-possession financing will be repaid in full. The Plan provides that each holder of the Company's Convertible Subordinated Notes will receive its pro rata share of 7 percent of the common stock, par value $0.01, of the reorganized Company. Each holder of an Allowed General Unsecured Claim will receive its pro rata share of $10.25 million. The Plan provides for the modification of payments under certain prepetition settlement agreements related to a criminal action against ETHEX Corporation, a former subsidiary of the Company, and an action pursuant to the qui tam provisions of the False Claims Act. In addition, the Company conducted a $238 million Rights Offering of the New Common Stock to holders of Convertible Subordinated Notes that were accredited investors and voted to accept the Plan. The Rights Offering, which was almost fully subscribed, is "backstopped" by the Investor Parties and Silver Point. The consummation of the Rights Offering will occur on the Effective Date of the plan. In connection with a litigation between certain holders of Senior Secured Notes and the Senior Secured Notes Indenture Trustee, on the one hand, and the Convertible Subordinated Notes Indenture Trustee and the Creditors' Committee, as intervenor, on the other hand, the Bankruptcy Court determined that postpetition interest was not due from the Convertible Subordinated Noteholders to the Senior Secured Noteholders under the terms of the Convertible Subordinated Notes Indenture. To the extent the PPI Plaintiffs appeal that decision, until such time there is a Final Order, the Company is required to escrow the Postpetition Interest Amount and Postpetition Accreted OID Amount. Those escrowed funds will be released consistent with the Final Order pertaining to the determination of the Postpetition Interest Amount, if any. The distributions under the Plan will be funded principally by: (1) the proceeds of a $37 million equity financing pursuant to (i) a Second Amended and Restated Stock Purchase and Backstop Agreement dated June 6, 2013, and (ii) a Share Purchase Agreement dated June 21, 2013; (2) the $238 million Rights Offering pursuant to the "Stock Purchase Plan", as to which certain investors have agreed to standby purchase commitments; and (3) a new first lien term loan facility of up to $100 million pursuant to a credit agreement to be entered into on the Effective Date of the Plan. As of Sept. 5, 2013, 56,673,453, 6,818,601 and 40,000 shares of the Company's Class A Common Stock, Class B Common Stock and 7 percent Cumulative Convertible Preferred Stock are issued and outstanding, respectively. On the Effective Date, all of the Existing Securities, and the warrants and options exercisable therefor, will be cancelled and extinguished in accordance with the Plan. The Debtors expect that an aggregate of 15,625,000 shares of New common stock will be issued under the Plan. Following the Effective Date, the reorganized Company intends to take action to deregister the Existing Securities registered under the Securities Exchange Act of 1934, as amended, as soon reasonably practicable in accordance with the Exchange Act. Deregistration will make certain provisions of the Exchange Act, such as the requirement to file periodic reports and proxy statements with the Securities and Exchange Commission, inapplicable to the reorganized Company and will reduce the information that the reorganized Company will make available to the public, its stockholders and the SEC. The New Common Stock to be issued in accordance with the Plan will not be registered with the SEC or listed for public trading on any securities exchange. All of the equity interests of the other Debtors will continue in place following the Effective Date, solely for the purpose of maintaining the existing corporate structure of the Reorganized Debtors. A copy of the Confirmation Order is available for free at: http://is.gd/c6pwad About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. KEMET CORP: Former EVP Global Sales to Get $859,000 as Settlement ----------------------------------------------------------------- Marc Kotelon and KEMET Corporation entered into a release agreement under which Mr. Kotelon will be entitled to receive a lump-sum payment within 21 days of the date of the Release Agreement. Mr. Kotelon, formerly served as the Company's executive vice president, global sales, agreed to, among other things, a general release of the Company and related persons from all claims, including but not limited to, claims arising from his employment with or termination from the Company. On Sept. 3, 2013, Mr. Kotelon and KEMET Electronics SAS, a wholly owned subsidiary of the Company, entered into a settlement agreement. As a result of the Settlement Agreement, Mr. Kotelon is entitled to a lump sum payment; has agreed to a general settlement and release of all claims relating to his employment with or termination from KES; and, is no longer bound by any non- competition covenants in his agreements with the Company and its subsidiaries. In connection with the Agreements, and including aggregate statutory severance payments of approximately $641,877 required under French law based on Mr. Kotelon's position, compensation and years of service with KES, the Company and its subsidiaries expect to pay an aggregate of approximately $1,116,743. After deducting approximately $257,689 relating to statutory employer and employee social contributions, Mr. Kotelon is expected to receive approximately $859,054. Pursuant to the laws of France, and consistent with the understanding of the parties, the Agreements become effective on Sept. 6, 2013. A portion of the amounts payable will be made in EUROs, and those amounts have been converted to US dollars based on the exchange rate in effect on Sept. 4, 2013. About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." As of June 30, 2013, the Company had $881.17 million in total assets, $636.80 million in total liabilities and $244.36 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. LAND SECURITIES: Files Amended Plan Disclosures ----------------------------------------------- Land Securities Investors, Ltd., et al., filed on Sept. 3, 2013, an amended disclosure statement for their Chapter 11 Joint Plan of Reorganization dated May 24, 2013. The cases are jointly administered but they are not substantively consolidated. The Plan is designed so that all creditors in all three cases are paid in full. The Debtors will restructure their debts and obligations and will continue to operate in the ordinary course of business. Funding for the Plan will be from income derived from ongoing operations and asset sales. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/landsecurities.doc226.pdf About Land Securities Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo. Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29, 2013. Land Securities disclosed $46,978,954.37 in total assets and $29,616,097.77 in total liabilities. The Debtors are real estate developers and investors. The Office of the U.S. Trustee for Region 19 said that it was unable to appoint an official committee of unsecured creditors. Lee M. Kutner, Esq. -- lmk@kutnerlaw.com -- of Kutner Miller Brinen, P.C., in Denver, Colorado, acts as legal counsel to Land Securities Investors, Ltd. Jeffrey A. Weinman, Esq. -- weinman@weinmanpc.com -- of Weinman & Associates, P.C., in Denver, Colorado, acts as legal counsel to LSI Retail II, LLC and Conifer Town Center, LLC. LAND SECURITIES: Court Approves Stipulation With State Farm ----------------------------------------------------------- On Sept. 3, 2013, the U.S. Bankruptcy Court for the District of Colorado approved the stipulation entered into by and among Land Securities Investors, Ltd., et al., and State Farm Insurance Company, with respect to objections to the Debtor's disclosure statement and the Debtors' motion to employ Colliers International as brokerage firm to lease and/or sell the Debtor's real property located at 8351-8357 N. Rampart Range Rd., in Littleton, Colo. The Court ordered: 1. State Farm is authorized until the date set for the filing of objections to an Amended Joint Disclosure Statement to file an objection to the Joint Disclosure Statement. 2. State Farm is authorized until the date set for the filing of objections to an Amended Joint Disclosure Statement to file an objection to the employment of Colliers International as brokerage firm to the Debtor's bankruptcy estate. 3. The Debtor will not file a certificate of non-contested matter nor seek a hearing on the same until after such time as State Farm has had an opportunity to object. About Land Securities Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo. Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29, 2013. Land Securities disclosed $46,978,954.37 in total assets and $29,616,097.77 in total liabilities. The Debtors are real estate developers and investors. The Office of the U.S. Trustee for Region 19 said that it was unable to appoint an official committee of unsecured creditors. Lee M. Kutner, Esq. -- lmk@kutnerlaw.com -- of Kutner Miller Brinen, P.C., in Denver, Colorado, acts as legal counsel to Land Securities Investors, Ltd. Jeffrey A. Weinman, Esq. -- weinman@weinmanpc.com -- of Weinman & Associates, P.C., in Denver, Colorado, acts as legal counsel to LSI Retail II, LLC and Conifer Town Center, LLC. LEHMAN BROTHERS: Committee Drops Bid to Probe Ernst & Young ----------------------------------------------------------- Lehman Brothers Holdings Inc.'s official committee of unsecured creditors withdrew, without prejudice, its motion to investigate Ernst & Young LLP. The motion was filed in April 2010 after Anton Valukas, the examiner who made an investigation into Lehman's bankruptcy filing, found that the company used accounting techniques known as "repos" and was able to hide $50 billion or GBP32 billion of debts from regulators despite checks by its auditor, E&Y. A repo transaction is an artificial sale and buy-back deal that enabled Lehman to hide billions of debts from regulators and allowed the company to look healthier and less risky when it reported quarterly financial data. In its motion, the creditors' committee requested Judge James Peck to force E&Y to turn over documents regarding Lehman's use of the accounting technique, valuation of the company's assets, and the accounting firm's audits and reviews of the company's financial statements. The creditors committee is represented by: Dennis F. Dunne, Esq. Evan R. Fleck, Esq. Dennis C. O'Donnell, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 1 Chase Manhattan Plaza New York, NY 10005 Tel: (212) 530-5000 Email: ddunne@milbank.com efleck@milbank.com dodonnell@milbank.com About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Giants Stadium Seeks to Serve Subpoenas -------------------------------------------------------- Giants Stadium LLC filed a motion seeking court approval to serve subpoenas against former employees of Lehman Brothers Holdings Inc. and its special financing unit in connection with the investigation of its claims against the companies. The former Lehman employees mentioned in the court filing include David Lo, Robert Taylor and Sean Teague. The stadium company wants the former employees to appear for deposition, saying they have "first-hand knowledge of key events and information concerning the claims." "The proposed depositions will assist the parties in narrowing the issues on which there is disagreement and promote the efficient and proper resolution of the claims," Giants Stadium said in the court filing. The claims stemmed from the swap deal the stadium company entered into with Lehman's special financing unit in connection with the $700 million of auction-rate bonds it issued to finance the construction of the New Meadowlands stadium. Giants Stadium terminated the swap deal after the Lehman units filed for bankruptcy protection in September 2008. Judge James Peck will hold a hearing on Oct. 23 to consider approval of the motion. Objections are due by Sept. 26. Giants Stadium is represented by: Bruce E. Clark, Esq. Matthew A. Schwartz, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 Tel: (212) 558-4000 Fax: (212) 558-3588 E-mail: clarkb@sullcrom.com schwartzmatthew@sullcrom.com About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Wins OK of Agreements to Resolve Default Swaps --------------------------------------------------------------- Lehman Brothers Holdings Inc. and its special financing unit obtained court approval of their agreements with U.S. Bank N.A. and several other companies, which partially resolve disputes related to a credit default swap transaction. The companies include Pebble Creek LCDO 2006-1 Ltd., Pebble Creek LCDO 2006-1 Corp., Exum Ridge CBO 2006-2 Ltd., Exum Ridge CBO 2006-2 Corp., Exum Ridge CBO 2006-4 Ltd., Exum Ridge CBO 2006-4 Corp., Exum Ridge CBO 2006-5 Ltd., Exum Ridge CBO 2006-5 Corp., Exum Ridge CBO 2007-1 Ltd., and Exum Ridge CBO 2007-1 Corp. Each of the companies entered into a swap deal with Lehman Brothers Special Financing Inc., under which they agreed to pay the latter for losses incurred with respect to certain obligations in exchange for periodic payments from the Lehman unit. The settlement agreements require the parties to take actions to cause certain assets held in respect of the collateral securing the swap deals to be redeemed or liquidated, and to distribute the proceeds pursuant to the agreements. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: City-Yuwa et al. Seek $217,000 in Fees ------------------------------------------------------- City-Yuwa Partners, Norton Rose Fulbright LLP, and Schick & Associates LLC filed their applications for payment of fees and work-related expenses for legal services they provided to the trustee of Lehman Brothers Holdings Inc.'s brokerage. The documents show that the firms earned $217,385 in fees and incurred $52,270 in expenses. Of the total fees, Norton Rose earned $157,643. The fee application of City-Yuwa Partners covers the period Nov. 1, 2011 to July 31, 2013, while Norton Rose's application covers the period May 1 to July 30, 2013. Schick & Associates' application covers the period Feb. 12 to July 31, 2013. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Creditors Defend Extra Attorneys' Fees ------------------------------------------------------- Law360 reported that Bank of New York Mellon Corp. and other large creditors of Lehman Brothers Holdings Inc. on Sept. 9 defended $26 million in extra attorneys' fees that went to Sheppard Mullin Richter & Hampton LLP and other firms under Lehman's bankruptcy plan, arguing they deserve the money despite complaints from the U.S. trustee. According to the report, a lawyer for the creditors defended a court order upholding the fee award at oral argument before U.S. District Judge Richard Sullivan in Manhattan federal court. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LETICIA INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Leticia, Inc. 640 Irvington Avenue Hillside, NJ 07205 Bankruptcy Case No.: 13-29590 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Novalyn L. Winfield Debtor's Counsel: Bruce H. Levitt, Esq. LEVITT & SLAFKES, P.C. 76 S. Orange Avenue, Suite 305 South Orange, NJ 07079 Tel: (973) 313-1200 E-mail: blevitt@levittslafkes.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb13-29590.pdf The petition was signed by Leticia Rojas, president. LICHTIN/WADE: ERGS II Wins Favorable Ruling on Secured Claim ------------------------------------------------------------ Bankruptcy Judge Randy D. Doub ruled that ERGS II, L.L.C., has an allowed secured claim in the Chapter 7 case of Lichtin/Wade, LLC, of $40,958,700 as of Aug. 20, 2013. The Court also finds that ERGS is entitled to recover postpetition interest at the contractually agreed to default rate of 8.25% (which consists of the contract rate of interest at 5% plus the default rate of interest at 3.25%). The Bankruptcy Court notes the Chapter 7 Trustee's proposed sale of the Debtor's assets will net a return of approximately $45,750,000 from the proposed stalking horse purchaser. Accordingly, ERGS is an oversecured creditor. Based on the terms of the promissory note, the Joint Accounting submitted by the parties, and the oversecured status of ERGS, the Court finds that the contract default rate interest of 8.25% is reasonable. ERGS also has sought attorneys' fees of $2,077,779 and costs of $363,109 through July 31, 2013. The hearing on the attorneys' fees issue is continued until Sept. 20, 2013. ERGS is directed to file detailed accounts regarding its attorneys' fees and costs requests with the Court under seal. Further, ERGS is directed to provide detailed accounts to requesting parties who sign a Confidentiality Agreement. Any objection as to the attorneys' fees of ERGS shall be filed on or before Sept. 13, 2013. The Debtor entered into four promissory notes with Branch Banking and Trust Company. The Notes were secured by all of the Debtor's real property, assignments of leases and rents, and other collateral documents to secure indebtedness due or to become due under the Notes. The four Notes matured on Dec. 15, 2011. BB&T declared the promissory notes in default on Jan. 30, 2012. On March 27, 2012, BB&T entered into an agreement with ERGS, whereby ERGS purchased from BB&T all of its rights, title, and interests in and to the Notes. ERGS holds a valid and perfected first secured lien against the Debtor's real property. On May 2, 2012, ERGS filed Proof of Claim No. 10 in the secured amount of $39,236,631 representing principal, interest, and fees. On May 29, 2012, the Debtor filed the Objection to Claim, objecting to ERGS's Proof of Claim. On Aug. 8, 2012, the Court entered an order determining that ERGS's claim as of the petition date (exclusive of attorney fees and future interest) totaled $39,063,661. The Order disallowed any claim for default rate interest prior to Jan. 30, 2012, the date of a demand letter just a few days prior to the petition date. The Court did not consider, whether the post-petition interest rate for the ERGS claim should be allowed at the default rate of 8.25% or the contract rate of 5%. ERGS filed a Notice of Appeal as to the Order on Aug. 16, 2012. The appeal was later voluntarily dismissed with the agreement of the Chapter 7 Trustee after the Debtor's conversion to Chapter 7. Altogether three appeals of bankruptcy court orders were filed in the District Court, (5:12-CV-689-FL; 5:12-CV-688-FL; 5:13-CV-207- FL.) All three appeals have been dismissed, following conversion of the bankruptcy case from Chapter 11 to Chapter 7. On Aug. 5, 2013, the Chapter 7 Trustee filed his Motion for an Order (I)(A) Establishing Bidding Procedures, (B) Approving Stalking Horse Bidder, (C) Approving Form and Manner of Notices, (D) Scheduling a Hearing Date to Consider Final Approval of Sale and Treatment of Executory Contracts and Unexpired Leases, and (E) Granting Related Relief; and (II)(A) Approving Sale Free and Clear of All Liens, Claims and Encumbrances; and (B) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases. The Trustee sought to approve a stalking horse purchaser and certain bidding procedures for purposes of a public auction of substantially all of the Debtor's assets. The Sale Motion provides the proposed stalking horse purchaser agreed to pay $45,750,000 for the Debtor's assets. The Trustee also disputed the amount of ERGS's secured claim within the Sale Motion. On Aug. 7, 2013, ERGS filed a limited objection to the Chapter 7 Trustee's Sale Motion objecting to among other things, the Trustee representing he would pay the "undisputed" portion of the ERGS claim, but would not pay the "disputed" portion of the ERGS claim upon the closing of the sale. In response, ERGS filed the motion to determine value of claim secured by liens. A copy of the Court's Sept. 9, 2013 Order is available at http://is.gd/FDtygwfrom Leagle.com. About Lichtin/Wade Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 12-00845) on Feb. 2, 2012, amid efforts to refinance $39 million in construction-related loans and other debts connected to two office buildings built in 2008 at 5420 and 5430 Wade Park Blvd. Lichtin/Wade, based in Wake County, North Carolina, owns and operates the office park known as the Offices at Wade, comprised of two Class A office buildings and vacant land approved for additional office buildings. The buildings are known as Wade I and Wade. Each building is over 90% leased, with only three vacant spaces remaining between the two buildings. Judge Randy D. Doub presides over the case. Trawick H. Stubbs, Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A., serve as the Debtor's counsel. The Debtor disclosed $47,053,923 in assets and $52,548,565 in liabilities as of the Petition Date. The petition was signed by Harold S. Lichtin, president of Lichtin Corporation, the Debtor's manager. On May 3, 2013, the case was converted to a proceeding under Chapter 7 of the Bankruptcy Code and Joseph N. Callaway was appointed as the Chapter 7 Trustee. LUCID INC: Incurs $1.27-Mil. Net Loss in Second Quarter ------------------------------------------------------- Lucid, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.27 million on $516,000 of revenue for the three months ended June 30, 2013, compared with a net loss of $2.34 million on $572,000 of revenue for the corresponding period last year. The Company reported a net loss of $2.32 million on $1.57 million of revenues for the six months ended June 30, 2013, compared with a net loss of $5.72 million on $889,558 of revenues for the corresponding period of 2012. The Company's balance sheet at June 30, 2013, showed $4.86 million in total assets, $14.8 million in total liabilities, and a stockholders' deficit of $9.91 million. Lucid said in the regulatory filing, "The Company has incurred net losses of approximately $2.3 million and $5.7 million for the six months ended June 30, 2013, and 2012, respectively. In addition, the Company had a stockholders' deficit balance of approximately $9.9 million at June 30, 2013, and $7.7 million at Dec. 31, 2012. Furthermore, the Company's current forecast for fiscal 2013 projects a significant net loss and projects a need to raise additional capital to fund operations beyond 2013. "The Company will need to raise additional capital in the fourth quarter of 2013 and beyond, and such capital may not be available at that time or on favorable terms, if at all. The Company may seek to raise these funds through public or private equity offerings, debt financings, credit facilities, or partnering or other corporate collaborations and licensing arrangements. If adequate funds are not available or are not available on acceptable terms, the Company's ability to fund its operations, take advantage of opportunities, develop products and technologies, and otherwise respond to competitive pressures could be significantly delayed or limited, and operations may need to be downsized or halted. "There can be no assurance that the Company will be successful in its plans described above or in attracting alternative debt or equity financing. These conditions have 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/yxrswE Rochester, N.Y.-based Lucid, Inc., is a medical device company that designs, manufactures and sells non-invasive cellular imaging devices enabling physicians to image and diagnose skin disease in real time without an invasive or surgical biopsy. MARITIME TELECOMMUNICATIONS: S&P Puts 'B' CCR on CreditWatch Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'B' corporate credit rating and 'BB-' senior secured debt rating on Miramar, Fla.-based satellite telecommunications provider Maritime Telecommunications Network Inc. on CreditWatch with negative implications. "The CreditWatch placement follows MTN's recent notification from Carnival Corp. that it decided not to renew its existing contract with MTN," said Standard & Poor's credit analyst Allyn Arden. Carnival is one of MTN's largest customers. The company's current agreement with Carnival will expire on Sept. 30, 2013, although Carnival had the option and elected to extend the existing contract for an additional six months. Carnival's decision comes less than two years after another large cruise line, Royal Caribbean, also elected not to renew its contract with MTN at the end of 2012 and moved its business to Harris. While MTN has made efforts to diversify its revenue base to other business lines, including satellite telecommunications services for yachts and the U.S. government, S&P believes that Carnival represents a substantial portion of MTN's revenue and EBITDA, and this customer concentration iss a dominant factor in S&P's "weak" business risk profile for the company. S&P believes with the loss of Carnival revenues that MTN could be in danger of falling out of compliance with its financial maintenance covenants in 2014, which include a 2.5x total leverage covenant (net of $10 million of cash) that tightens to 2.25x in the second quarter of 2014. S&P plans to resolve the CreditWatch placement within a few weeks after examining the likely impact of this contract loss on the company's cash flow and liquidity. A downgrade, if any, could exceed one notch, depending on the impact on liquidity and S&P's analysis of potential replacement business or growth of its newer business lines. MAXCOM TELECOMUNICACIONES: Court Confirms Prepackaged Ch. 11 Plan ---------------------------------------------------------------- Maxcom Telecomunicaciones, S.A.B. de C.V. disclosed that the U.S. Bankruptcy Court for the District of Delaware on Sept. 10 entered an order confirming the Company's prepackaged Chapter 11 plan of reorganization. Confirmation of the Plan was fully-consensual: the only class of creditors entitled to vote overwhelmingly voted in favor of the Plan and no party objected to confirmation of the Plan. Confirmation of the Plan paves the way for Maxcom to effectuate its previously announced comprehensive recapitalization and debt restructuring, consistent with Maxcom's expectations to emerge from Chapter 11 by early fall. Under the confirmed Plan, subject to the conditions set forth in the recapitalization agreement and the restructuring and support agreement, Maxcom will complete a recapitalization and debt restructuring that is expected to significantly reduce Maxcom's debt service expense and position Maxcom for growth with a US$45 million capital infusion. The Plan's restructuring of the Company's funded debt obligations and the parallel out-of-court transactions (i.e., the proposed tender offer and new capital contribution) to be effectuated in accordance with applicable Mexican and United States law will enable Maxcom to emerge from Chapter 11 with a healthy, sustainable balance sheet and a new capital contribution from the new owners of a substantial portion of Maxcom's equity. This capital will permit the Debtors to continue to upgrade and expand their telecommunications network, thereby solidifying the Debtors' long-term growth prospects and operating performance. As anticipated, the restructuring has not adversely affected Maxcom's customers, employees, or vendors. All telecommunications services have continued without change or interruption, and employees and vendors have been paid in the ordinary course of business. Previously Announced Recapitalization and Debt Restructuring Maxcom, private equity firm Ventura Capital Privado, S.A. de C.V., an ad hoc group holding an aggregate amount of approximately US$86 million of Maxcom's 11% Senior Notes due 2014, and certain of its current equity holders have reached agreement on the terms of the restructuring and support agreement, recapitalization agreement, and agreements to tender. Pursuant to the recapitalization agreement, Ventura and certain related parties have agreed to make a capital contribution of US$45.0 million dollars and conduct a tender offer to acquire for cash, at a price equal to Ps.$2.90 (two pesos and 90/100) per CPO, up to 100% (one hundred percent) of the issued and outstanding shares of Maxcom, subject to the terms of the recapitalization agreement. The Purchasers' obligation to consummate the tender offer and make the capital contribution is subject to a number of conditions, including: receiving legal and regulatory approvals from the Mexican Banking and Securities Commission (Comision Nacional Bancaria y de Valores), the Mexican Ministry of Communications and Transportation (Secretaria de Comunicaciones y Transportes), and the Mexican Antitrust Commission (Comision Federal de Competencia); the absence of certain material adverse effects; and that the bankruptcy court order confirming the Plan has become final. Pursuant to the terms of the Plan, all classes of creditors are unimpaired and will be paid in full under the Plan, except for the Senior Notes claims, which will receive (1) the step-up senior notes (which include the capitalized interest amount for unpaid interest accrued on the Senior Notes from (and including) April 15, 2013 through (and excluding) June 15, 2013, at the rate of 11% per annum), (2) cash in the amount of unpaid interest accrued on the Senior Notes (A) from (and including) December 15, 2012 through (and excluding) April 15, 2013, at the rate of 11% per annum, and (B) from (and including) June 15, 2013 through (and excluding) the effective date of the Plan at the rate of 6% per annum, and (3) rights to purchase equity that is unsubscribed by the Company's current equity holders pursuant to the terms of the Plan. The step-up senior notes will: (a) be issued in an aggregate principal amount of US$200 million, minus the amount of Senior Notes held in treasury by the Company, plus the capitalized interest amount; (b) bear interest (i) from the date of issuance until June 14, 2016, at the annual rate of 6% per annum, (ii) from June 15, 2016 until June 14, 2018, at the annual rate of 7% per annum, and (iii) from June 15, 2018 until the maturity date, at the annual rate of 8% per annum; (c) have a maturity date of June 15, 2020; (d) be secured by the same collateral that currently secures the Senior Notes; and (e) be unconditionally guaranteed, jointly and severally and on a senior unsecured basis, by all of Maxcom's direct and indirect subsidiaries, excluding Fundacion Maxcom, A.C. As of the voting deadline on July 23, 2013, over 98 percent in amount and over 94 percent in number of the holders of Senior Notes that cast ballots voted to accept the Plan. These results exceed the amount required for the court to approve the Plan, and were certified and filed with the U.S. Bankruptcy Court by GCG, Inc., Maxcom's proposed notice, claims, and balloting agent. As previously announced, the Company engaged Lazard and its alliance partner Alfaro, Davila y Rios, S.C. as its financial advisor and Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and Mexican legal advisors in connection with its restructuring proceedings and potential Chapter 11 case. The Ad Hoc Group has retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz, S.C., as its U.S. and Mexican legal advisors. Ventura has retained VACE Partners as its financial advisor, and Paul Hastings LLP and Jones Day as its U.S. and Mexican legal advisors, respectively. About Maxcom Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City, Mexico, is a facilities-based telecommunications provider using a "smart-build" approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers in the Mexican territory. Maxcom launched commercial operations in May 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in greater metropolitan Mexico City, Puebla, Tehuacan, San Luis, and Queretaro, and on a selected basis in several cities in Mexico. In June 2013, Maxcom didn't make an $11 million interest payment on the notes. Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-11839) in Wilmington, Delaware, on July 23, 2013. Maxcom listed $11.1 billion in assets and $402.3 million in debt. The company had assets valued at 4.98 billion pesos ($394 million) in the quarter ended March 31, according to an April 26 regulatory filing. The company reached a restructuring agreement with Ventura Capital, a group holding about $86 million, or 48.7 percent, of the senior notes and about 44 percent of its equity holders, court papers show. The Company has engaged Lazard Freres & Co. LLC and its alliance partner Alfaro, Davila y Rios, S.C., as its financial advisor and Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and Mexican legal advisors in connection with its restructuring proceedings and potential Chapter 11 case. The Ad Hoc Group has retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz, S.C., as its U.S. and Mexican legal advisors. Ventura has retained VACE Partners as its financial advisor, and Paul Hastings LLP and Jones Day as its U.S. and Mexican legal advisors, respectively. METRO-GOLDWYN-MAYER: Overhaul of Studio Appears to Be Moneymaker ---------------------------------------------------------------- Brooks Barnes, writing for The New York Times, reported that for much of the last decade, Metro-Goldwyn-Mayer has been troubled by financial turmoil and infuriating production stops and starts, including a debacle in which Tom Cruise helped run its United Artists label. Is it possible, just maybe, that the studio finally has its act together? It certainly appears that way, even as some questions remain. According to the report, shares of MGM Holdings' thinly traded over-the-counter stock have risen 50 percent since April, to about $58.50. R evenue almost tripled in the last quarter, to $339 million, according to the company. Helped by repeated Standard & Poor's upgrades over the last three years, MGM now has access to revolving lines of credit totaling $750 million. "The company was on death's doorstep and now has effectively no debt and is generating a ton of cash," said Kevin Ulrich, co- founder of Anchorage Capital Group, a New York investment firm that is MGM's largest single owner, with a 30 percent stake, the report related. "That's an outstanding turnaround." Most important, new movies are flowing from the studio, the report said. A remake of "Carrie" arrives on Oct. 18, while the blockbuster "Hobbit" series returns in December. "RoboCop," "22 Jump Street" and "Hercules" come next year. MGM's James Bond franchise returns in 2015 and remakes of "Ben-Hur" and "Poltergeist" are in the works. About Metro-Goldwyn-Mayer Studios Metro-Goldwyn-Mayer Studios Inc. -- http://www.mgm.com/-- is actively engaged in the worldwide production and distribution of motion pictures, television programming, home video, interactive media, music, and licensed merchandise. The company owns the world's largest library of modern films, comprising around 4,100 titles. Operating units include Metro-Goldwyn-Mayer Studios Inc., Metro-Goldwyn-Mayer Pictures Inc., United Artists Films Inc., MGM Television Entertainment Inc., MGM Networks Inc., MGM Distribution Co., MGM International Television Distribution Inc., Metro- Goldwyn-Mayer Home Entertainment LLC, MGM ON STAGE, MGM Music, MGM Consumer Products and MGM Interactive. In addition, MGM has ownership interests in domestic and international TV channels reaching over 130 countries. As of September 30, 2010, the Debtors' unaudited consolidated financial statements, as prepared in accordance with accounting principles generally accepted in the United States for interim financial statements, included $2,673,772,000 in total assets and $3,451,493,000 in total liabilities Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on November 3 filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to seek confirmation of their "pre-packaged" plan of reorganization. Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, served as bankruptcy counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP was the legal counsel. Moelis & Company was the financial advisor. Donlin Recano & Company, Inc., is the claims and notice agent. CAIR Management, LLC, Stephen F. Cooper, and Zolfo Cooper Management LLC, was the Debtors' management service providers. In mid-December 2011, Metro-Goldwyn-Mayer Inc. restructuring became effective, with exit financing of $500 million in place. The Company's "pre-packaged" plan of reorganization was confirmed on December 2, 2010, by the Bankruptcy Court. MICROVISION INC: Incurs $3.44-Mil. Net Loss in Second Quarter ------------------------------------------------------------- MicroVision, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $3.44 million on $1.87 million of total revenue for the three months ended June 30, 2013, compared with a net loss of $4.97 million on $1.30 million of revenue for the same period last year. The Company reported a net loss of $7.09 million on $3.67 million of total revenue for the six months ended June 30, 2013, compared with a net loss of $14.77 million on $3.03 million of total revenue for the corresponding period of 2012. The Company's balance sheet at June 30, 2013, showed $10.6 million in total assets, $10.4 million in total liabilities, and stockholders' equity of $202,000. A copy of the Form 10-Q is available at http://is.gd/MBNelb Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ: MVIS) is thye creator of PicoP(R) display technology, an ultra- miniature laser projection solution for mobile consumer electronics, automotive head-up displays and other applications. MIDLAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Midland Properties, LLC P.O. Box 45121 Omaha, NE 68145 Bankruptcy Case No.: 13-81894 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court District of Nebraska (Omaha Office) Judge: Thomas L. Saladino Debtor's Counsel: David Grant Hicks, Esq. POLLAK & HICKS, P.C. 6910 Pacific Street, #216 Omaha, NE 68106 Tel: (402) 345-1717 E-mail: dhickslaw@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/neb13-81894.pdf The petition was signed by Jerry Morgan, agent/managing member. MONTREAL MAINE: Bernstein Shur Approved as Trustee's Attorneys -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maine authorized Robert J. Keach, Esq., Chapter 11 trustee for Montreal, Maine & Atlantic Railway Ltd., to employ Bernstein, Shur, Sawyer, and Nelson, P.A. as his counsel. As reported in the Troubled Company Reporter on Aug. 28, 2013, as counsel, Bernstein Shur will, among other things, provide these services: (a) advising the Chapter 11 Trustee with respect to his powers and duties in the Chapter 11 Trustee's continued management and operation of the Debtor's business and property; (b) representing the Trustee at all hearings and matters pertaining to the Trustee's affairs as Trustee; and (c) attending meetings and negotiating with representatives of the Debtor's creditors and other parties-in-interest, as well as responding to creditor inquiries. To the best of the Chapter 11 Trustee's knowledge, Bernstein Shur is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel. Development Specialists, Inc., serves as his financial advisor. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana serves as counsel to MM&A. Justice Martin Castonguay oversees the case in Canada. MONTREAL MAINE: DSI Okayed as Ch. 11 Trustee's Financial Advisor ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maine, in an amended order, authorized Robert J. Keach, Esq., Chapter 11 trustee for Montreal, Maine & Atlantic Railway Ltd., to employ Development Specialists, Inc., as his financial advisor. DSI will, among other things: a) analyze and comment on operating and cash flow projections, operating results, financial statements, other documents and information provided by the Debtor, and other data pursuant to the trustee's request; b) advise and assist the Trustee in reviewing the Debtor's supporting information relating to any historical financial information, financial projections and underlying assumptions; and c) advising and assist the trustee with respect to evaluation of whether liabilities are pre- or post-petition. To the best of the trustee's knowledge, William A. Brandt, Jr., and the firm of DSI are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel. Development Specialists, Inc., serves as his financial advisor. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana serves as counsel to MM&A. Justice Martin Castonguay oversees the case in Canada. MONTREAL MAINE: Trustee May Hire Kugler Kandestin as Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maine, in an amended order, authorized Robert J. Keach, Esq., Chapter 11 trustee for Montreal, Maine & Atlantic Railway Ltd., to employ Kugler Kandestin, LLP as his special counsel to perform necessary legal services on the trustee's behalf. To the best of the trustee's knowledge, Kugler Kandestin does not represent or hold any interest adverse to the Debtor or the estate in the matters upon which Kugler Kandestin is to be engaged. The trustee agreed to pay Kugler Kandestin its customary hourly rates for representation of parties in reorganization cases. Kugler Kandestin's hourly rates are set at a level designed to compensate it for the work of its attorneys and paralegals, and to cover fixed and routine overhead expenses. Hourly rates vary with the experience and seniority of the individuals assigned. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel. Development Specialists, Inc., serves as his financial advisor. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana serves as counsel to MM&A. Justice Martin Castonguay oversees the case in Canada. MONTREAL MAINE: Sept. 13 Hearing on Continued Cash Use ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maine, in a third interim order, authorized Robert J. Keach as the Chapter 11 trustee for Montreal Maine & Atlantic Railway, Ltd., to use cash collateral which Wheeling & Lake Erie Railway Company claims an interest. The trustee would use the cash collateral for ordinary course operations. As adequate protection from any diminution in value of the lender's collateral, the trustee will grant replacement liens in all accounts, inventory, and proceeds of accounts acquired by the Debtor on or after the Petition Date to the same extent that W&LER had a security interest prior to the Petition Date. A further hearing on the trustee's request to use cash collateral will be held on Sept. 13, 2013, at 10 a.m. Objections, if any, are due Sept. 11, at 12 p.m. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel. Development Specialists, Inc., serves as his financial advisor. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana serves as counsel to MM&A. Justice Martin Castonguay oversees the case in Canada. MORTGAGE FUND '08: Greenberg Accused of Aiding Fraud Scheme ----------------------------------------------------------- Law360 reported that Greenberg Traurig LLP was hit Sept. 6 with a malpractice suit in California by the trustee of a bankrupt mortgage fund who claims the firm breached its fiduciary duty and abetted fraud by helping the fund's managers bypass the restrictions of a Wells Fargo & Co. loan. According to the report, the lawsuit, filed by Mortgage Fund '08 trustee Susan Uecker, claims that when Mortgage Fund's predecessor, RE Loan, faced severe debts in 2007, the family that ran the real estate investment company hired Greenberg Traurig for help. An involuntary Chapter 7 petition was filed against Mortgage Fund '08 LLC (Bankr. N.D. Calif. Case No. 11-49803) on Sept. 12, 2011. The case was converted to chapter 11 on Sept. 28, 2011, pursuant to a stipulation between the Debtor and the petitioning creditors. Cecily A. Dumas, Esq. -- cdumas@friedumspring.com -- at Friedman Dumas & Springwater LLP appeared on behalf of the Debtor. Iain A. MacDonald, Esq., at MacDonald & Associates appeared on behalf of the Committee. Bankruptcy Judge Roger L. Efremsky confirmed the Joint Combined Chapter 11 Plan and Disclosure Statement dated Dec. 21, 2011, filed by Mortgage Fund '08 LLC and the Official Committee of Unsecured Creditors, pursuant to a Feb. 3, 2012 findings of fact and conclusions of law. MSD PERFORMANCE: Files for Chapter 11 to Sell Assets ---------------------------------------------------- MSD Performance, Inc. and its affiliates filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware under Chapter 11 of the U.S. Bankruptcy Code to address liquidity needs and facilitate a restructuring, the company and its U.S. subsidiaries. The filing does not include the company's non-U.S. entities. MSDP has determined that the best way to preserve value for its stakeholders is through an orderly sale of substantially all of its assets. To ensure the most efficient sales process possible and to optimize the potential results for all parties, the Company has decided to execute this sale process under the protection of the U.S. Bankruptcy Code. Through the Chapter 11 filing, MSDP seeks to preserve continuity, to the greatest extent possible, for its customers, employees and business partners while it continues discussions with potential buyers to secure the highest and best outcome for its businesses. "As an industry leader in the performance ignition systems market for over 40 years, MSDP brings significant value to customers, suppliers and potential buyers based on our long-standing customer relationships, robust product offering and proven focus on quality performance," said Ron Turcotte, Chairman and CEO. "Selling operations on a going concern basis in an orderly sale through Chapter 11 is the best way to preserve as many jobs as possible, best serve our customers and will allow our operations to emerge from bankruptcy in a relatively short time frame," said Turcotte. "The operations we are selling have strong product portfolios, advanced technologies and continue to perform well operationally." Under the bankruptcy sale process, the proposed transaction is subject to the execution of a definitive asset purchase agreement, court approval and other customary conditions. Interested parties will have an opportunity to submit higher or better offers for MSDP's assets. The Company restructured its debt in 2009 following the financial downturn as well as a series of acquisitions by prior management, which burdened it with excessive debt. Since that time, the Company has reduced operating costs, introduced award-winning products and accelerated marketing initiatives. The decision to file under Chapter 11 is necessary to facilitate this transaction, which positions MSDP to take advantage of emerging growth opportunities. To fund its continuing operations MSDP has received the consent of the lenders under its existing secured credit facility to use the Company's cash collateral. Subject to Court approval, the Company's cash collateral will be used for the company's normal working capital requirements. Employees will continue to be paid as usual, including their healthcare and other benefits and no layoffs or facility closings are anticipated. Customers will receive their orders as usual and the Company anticipates that there will be no changes in warranties or other customer programs. Additionally, suppliers will be paid for goods and services after the filing date in accordance with existing terms and contracts. About MSD Performance MSD Performance, Inc., headquartered in El Paso, Texas, operates in the power sports enthusiast and professional racer markets where the company maintains leading market share positions across all of its product categories under the MSD Ignition(R), Racepak(R) and Powerteq(R) brands. The company's facilities encompass over 220,000 square feet in six buildings, five of which are located across the U.S. and one in Shanghai, China. MSD Performance and its U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case NO. 13-12286) on Sept. 6, 2013. MSDP's restructuring counsel is Jones Day. Its investment banker is SSG Advisors, LLC. MSDP is also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. MSD PERFORMANCE: Wins Approval of First Day Motions --------------------------------------------------- MSD Performance, Inc., sought bankruptcy protection Friday and this week won interim approval of its first day motions. The Debtors had sought approval to, among other things, use their lenders' cash collateral, continue their cash management system, pay prepetition wages of employees, and pay prepetition taxes. Secured lenders are owed $91.9 million in principal under a senior credit facility. There is also $930,000 outstanding under a consulting and non-compete agreement with Michael Short. Unsecured trade debt total $4.6 million. The Debtors said that at as of the Petition Date, they have $4.6 million of cash collateral on hand. Z Capital Special Situations Fund II, L.P., is the agent for the first lien lenders. The Debtors propose to have access to cash collateral until October 6, 2013. The Debtors will grant replacement liens, superpriority claims and adequate protection payments to the lenders. A final hearing of the Debtors' request to use cash collateral is slated for October 1, 2013 at 9:30 a.m. Objections are due Sept. 24. The Debtors said that they have pursued a number of alternatives. However, given the lack of consensus among the secured lenders, the Company has decided that the best path forward is a court- supervised sale and marketing process. Although MSD stated that a timely sale process is critical, it has not yet selected a lead bidder for the bankruptcy auction. A copy of the CEO Ron Turcotte's declaration in support of the first day pleadings is available for free at http://bankrupt.com/misc/MSD_Turcotte_Affidavit.pdf Law360 reported that a group of senior secured creditors for bankrupt high-performance auto parts maker MSD Performance Inc. said Sept. 9 that they would oppose a going-concern sale and might seek the Delaware bankruptcy court's permission to submit their own debt reorganization plan for the firm. According to the report, during MSD Performance's first-day hearing in Wilmington, Del., an attorney for a group of secured lenders led by Madison Capital Funding LLC said a bankruptcy sale would heap a huge tax burden onto the estate. About MSD Performance MSD Performance, Inc., headquartered in El Paso, Texas, operates in the power sports enthusiast and professional racer markets where the company maintains leading market share positions across all of its product categories under the MSD Ignition(R), Racepak(R) and Powerteq(R) brands. The company's facilities encompass over 220,000 square feet in six buildings, five of which are located across the U.S. and one in Shanghai, China. MSD Performance and its U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6, 2013, to facilitate a sale of the assets. MSDP's restructuring counsel is Jones Day. Its investment banker is SSG Advisors, LLC. MSDP is also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. MSD PERFORMANCE: Wins Approval to Hire Logan as Claims Agent ------------------------------------------------------------ MSD Performance, Inc. and its debtor-affiliates obtained Court approval to employ Logan & Company, Inc., as claims and notice agent. The Debtors said that by appointing Logan as the claims and noticing agent, the distribution of notices and the processing of claims will be expedited, and the office of the Clerk of the Logan will send out certain designated notices, to maintain claims files, and maintain a claims register. Logan will be compensated in accordance with the pricing schedule agreed by the parties. The Debtors have provided Logan a retainer of $5,000. The Debtors will file a separate application to employ Logan as an administrative advisor. About MSD Performance MSD Performance, Inc., headquartered in El Paso, Texas, operates in the power sports enthusiast and professional racer markets where the company maintains leading market share positions across all of its product categories under the MSD Ignition(R), Racepak(R) and Powerteq(R) brands. The company's facilities encompass over 220,000 square feet in six buildings, five of which are located across the U.S. and one in Shanghai, China. MSD Performance and its U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6, 2013, to facilitate a sale of the assets. MSDP's restructuring counsel is Jones Day. Its investment banker is SSG Advisors, LLC. MSDP is also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. MSD PERFORMANCE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: MSD Performance, Inc. aka MSD Performance 1490 Henry Brennan Drive El Paso, TX 79936 Bankruptcy Case No.: 13-12286 Affiliates that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Autotronic Controls Corporation 13-12288 Superchips, Inc. 13-12289 Competition Systems, Inc. 13-12291 MSD Brink Acquisition, Inc. 13-12292 Edge Parent, LLC 13-12293 Racing Services, Inc. 13-12294 Edge Products, LLC 13-12295 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Peter J. Walsh Debtors' Local Counsel: Daniel J. DeFranceschi, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square, P.O. Box 551 Wilmington, DE 19899 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: defranceschi@rlf.com - and ? Paul N. Heath, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square, P.O. Box 551 Wilmington, DE 19899 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: heath@rlf.com - and ? Zachary I. Shapiro, 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 - and ? Amanda R. Steele RICHARDS, LAYTON AND FINGER, P.A. 920 N. King Street Wilmington, DE 19801 Tel: (302) 651-7838 Fax: (302) 428-7838 E-mail: steele@rlf.com Debtors' Counsel: Amy Edgy Ferber, Esq. JONES DAY 1420 Peachtree Street, N.E. Suite 800 Atlanta, GA 30309-3053 Tel: (404) 581-3939 Fax: (404) 581-8330 - and ? Thomas A. Howley, Esq. JONES DAY 717 Texas St. Suite 3300 Houston, TX 77002 Tel: (832) 239-3939 Fax: (832) 239-3600 Debtors' Financial Advisors: SSG CAPITAL ADVISORS, LLC Debtors' Claims Agent: LOGAN & COMPANY Lead Debtor's Estimated Assets: $50,000,001 to $100,000,000 Lead Debtor's Estimated Debts: $100,000,001 to $500,000,000 The petitions were signed by Ron Turcotte, CEO. MSD Performance, Inc.'s List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Mike Short Consulting and $930,000 1441 S. Grant Street Non-competition Longwood, FL 32750 Agreement Inovar, Inc. Trade $883,664 1073 West 1700 North Logan, UT 84321 Ningbo Daiko Auto Parts C Trade $179,474 Ditang Street Yuyao City Zhejiang Province 315490 China American Express Trade $144,893 American Precision Machining, Inc. Trade $143,793 Forecast Products Trade $116,692 International Corrugated Trade $112,167 Salt Lake Cable Trade $104,483 Cadic Kunsham Auto Electric Trade $92,386 Las Cruces Machine Co. Trade $75,890 US Micro Products Trade $74,075 Cavist Manufacturing Trade $70,783 Powermaster Trade $70,243 Taro Manufacturing Co. Trade $69,658 Arburg, Inc. Trade $69,380 Ningbo Guangming Rubber & Plastic Trade $68,071 Ningbo (AMGEE) Fengya Imp Trade $64,765 Schiefer Media Inc. Trade $64,223 FlexTron Circuit Assembly Trade $62,348 QVS Marketing, Inc. Trade $59,200 NATIONAL PROMOTERS: Puerto Rico Court Bars Use of Rent Proceeds --------------------------------------------------------------- Bankruptcy Judge Enrique S. Lampotte denied the request of debtor National Promoters and Services Inc. to set aside the bankruptcy court's prior order prohibiting the debtor's use of cash collateral and to show cause. The main controversy hinges on whether creditor LSREF2 Island Holdings Ltd. has a valid lien over the Debtor's rent proceeds. The Court rules that a valid lien was properly constituted over the Debtor's rent proceeds in favor of Island Holdings. Island Holdings is the successor in interest to the claim filed FirstBank. On April 19, 2013, Island Holdings filed a Transfer of Claim informing that FirstBank had transferred to it Claim No. 7-1. The Court directs the Debtor, within 14 days of the order, to: (a) forward all proceeds from the rental contracts to Island Holdings; (b) turn over any cash collateral of Island Holdings that is in the possession, custody or control of the Debtor or any of the Insiders of the Debtor (as such term is defined in 11 U.S.C. Sec. 101); (c) account for all cash collateral received by or for the benefit of the Debtor since the petition date; and (d) permit Island Holdings immediate access to the books and records of the Debtor, including all electronic records on any company computers, to make electronic copies, photocopies or abstracts of the business records of the Debtor. A copy of the Court's Sept. 9, 2013 Opinion and Order is available at http://is.gd/sfheHUfrom Leagle.com. National Promoters and Services, Inc., based in San Juan, Puerto Rico, sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 12-01076) on Feb. 15, 2012. Carmen D. Conde Torres, Esq., at C. Conde & Assoc., serves as the Debtor's counsel. In its petition, National Promoters estimated $1 million to $10 million in both assets and debts. A list of the Company's 15 largest unsecured creditors, filed with the petition, is available for free at http://bankrupt.com/misc/prb12-01076.pdf The petition was signed by Carlos Benitez Rivera, president. NATURAL PORK: Wants Plan Exclusivity Extended Until Jan. 7 ---------------------------------------------------------- Natural Pork Production II, LLP, asks the U.S. Bankruptcy Court for the Southern District of Iowa to extend its exclusive period to file a plan until Jan. 7, 2014. This is the Debtor's third motion to extend its exclusive period to file a plan. According to the Debtor, much of its attention and that of its counsel, during the third 120 days of this case were devoted primarily to sale of the properties held by the Debtor and three (3) of its wholly owned subsidiaries. "The Debtor continues to sell and otherwise liquidate its remaining assets in an orderly manner." "The Court is also aware that there are seven pending adversary proceedings in the case that seek resolution of several legal and factual issues that are fundamental, if not critical, to the formulation of a disclosure statement and plan," the Debtor adds. "Although the Debtor does not concede at this time these matters must be resolved prior to its being able to prepare and submit a disclosure statement and plan, it would be somewhat difficult to propose same." About Natural Pork Hog raiser Natural Pork Production II, LLP, filed for Chapter 11 bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des Moines. The Company formerly did business as Natural Pork Production, LLC. It does business as Crawfordsville, LLC, Brayton, LLC, South Harlan, LLC, and North Harlan, LLC. The Debtor disclosed $31.9 million in asset and $27.9 million in liabilities, including $7.49 million of secured debt in its schedules. Bankruptcy Judge Anita L. Shodeen oversees the case. Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the Debtor as general reorganization counsel. Attorneys at Davis, Brown, Koehn, Shors & Roberts, P.C., in Des Moines, Iowa, represent the Debtor as special litigation counsel. Attorneys at Sugar, Felsenthal Grais & Hammer LLP, in Chicago, represent the Official Committee of Unsecured Creditors. Robert C Gainer, Esq. at Cutler Law Firm, P.C., in West Des Moines, Iowa, represent the Committee as associate counsel. Conway MacKenzie, Inc., serves as its financial advisor. Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar Financial Services, ACA, and AgStar Financial Services, FLCA, as counsel. Michael P. Mallaney, Esq., at Hudson Mallaney Schindler & Anderson, in West Des Moines, Iowa, represents the IC Committee as counsel. NATURAL RESOURCE: S&P Assigns 'B+' CCR; Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Houston-based Natural Resource Partners L.P. The outlook is stable. At the same time, S&P assigned a 'B' (one notch lower than the corporate credit rating) issue-level rating to Natural Resource Partners L.P.'s proposed $300 million senior unsecured notes co- issued by Natural Resource Partners L.P. and NRP Finance Corp. The recovery rating on the proposed notes is '5', indicating S&P's expectation for modest (10% to 30%) recovery in the event of payment default. The notes are being sold pursuant to Rule 144A with registration rights. The company plans to use proceeds from the proposed notes to repay existing indebtedness and for other general partnership purposes. "The stable outlook reflects our view that NRP will maintain leverage of about 4x and FFO to debt of about 20%, which we would consider to be in line with the 'B+' corporate credit rating and aggressive financial profile. We also expect liquidity to remain adequate to cover future acquisitions that NRP may undertake as well as its shareholder distributions," said Standard & Poor's credit analyst Megan Johnston. S&P could lower the rating if leverage rose to and was sustained about 5x, which could occur with a continued, sustained decline in the coal markets, or if NRP were to increase debt to pursue future acquisitions. S&P could also lower the ratings if it deemed liquidity to be less than adequate; this could occur if headroom under the company's covenants deteriorated, or if the company needed to fund future shareholder distributions with its revolving credit facility. A higher rating is unlikely over the next year or two given S&P's view of NRP's small size and scope and aggressive financial risk profile; however, one could occur over time if the company were to strengthen its business by continuing to diversify into new markets while keeping leverage less than 4x. NESBITT PORTLAND: Hilton Says Licenses Bar Ch. 11 Sale Plan ----------------------------------------------------------- Law360 reported that Hilton Worldwide Inc. on Sept. 6 objected to a Chapter 11 reorganization plan from a group of bankrupt Embassy Suites hotel operators that calls for selling off seven Embassy Suites-branded hotels, saying the plan runs afoul of its licensing agreements with the operators. According to the report, two affiliates of the hotel giant, HLT Existing Franchise Holding LLC and Embassy Suites Franchise LLC argue there is no legal basis for the court to require Hilton to alter the terms of its licensing agreements with the debtors, which are eight companies owned by Nesbitt Portland Property, LLC. About Nesbitt Portland Property et al. Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel- companies to Chapter 11 bankruptcy to stop a receiver named by U.S. Bank National Association from taking over eight hotels, seven of which are operated as Embassy Suites brand hotels. The eighth hotel, located in El Paso, Texas, was previously operated as an Embassy Suites hotel, but lost its franchise agreement. The eight hotels were pledged by the Debtors as collateral for the loans with U.S. Bank. According to http://www.wcghotels.com/Santa Monica-based Windsor Capital owns and/or operates 23 branded hotels in 11 states across the U.S. Windsor Capital is the largest private owner and operator of Embassy Suites hotels. In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al. (S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the district judge in June to name Alan Tantleff of FTI Consulting, Inc., as receiver for: * Embassy Suites Colorado Springs in Colorado; * Embassy Suites Denver Southeast in Colorado; * Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio; * Embassy Suites Portland - Washington Square in Tigard, Oregon; * Embassy Suites Detroit - Livornia/Novi in Michigan; * Embassy Suites El Paso in Texas; * Embassy Suites Seattle - North/Lynwood in Washington; and * Embassy Suites Seattle - Bellevue in Washington The receiver obtained district court permission to engage Crescent Hotels and Resorts LLC to manage the eight hotels. But before Mr. Adam could take physical possession of the properties and take control of the Hotels, the eight borrowers filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on July 31, 2012, in Santa Barbara, California. The debtor-entities are Nesbitt Portland Property LLC; Nesbitt Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and Nesbitt Blue Ash Property LLC. Bankruptcy Judge Robin Riblet presides over the cases. The Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent the Debtor as counsel. Alvarez & Marsal North American, LLC, serves as financial advisors. Attorneys at Kilpatrick Townsend & Stockton LLP represented the Debtors in the receivership case. U.S. Bank National Association, as Trustee and Successor in Interest to Bank of America, N.A., as Trustee for Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Passthrough Certificates, Series 2006-GG6, acting by and through Torchlight Loan Services, LLC, as special servicer, are represented in the case by David Weinstein, Esq., and Lawrence P. Gottesman, Esq., at Bryan Cave LLP. On Sept. 5, 2012, the Debtors filed with the Court their schedules of assets and liabilities. Nesbitt Portland scheduled $29.4 million in assets and $192.3 million in liabilities. Nesbitt Portland's hotel property is valued at $27.19 million, and secures a $191.9 million debt to U.S. Bank. NNN PARKWAY: 400 26 LLC Loses Plan Exclusivity ---------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois denied NNN Parkway 400 26, LLC's motion for extension of the exclusive periods to file its plan and solicit acceptances. The Court, in its order, said that the exclusivity is still on the remaining 27 cases. NNN Parkway 400 has replied to the objection filed by WBCMT 2007- C31 Amberpark Office Limited Partnership, stating that the lender's objection fails to acknowledge the significance of its own unlawful conduct and the resolution of the issue to the overall case. Christine E. Baur, Esq., -- christine@baurbklaw.com -- at Law Office Of Christine E. Baur, and Evan D. Smiley, Esq. -- esmiley@wgllp.com -- at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtors. About NNN Cypresswood Drive NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), has principal assets located at 9720 & 9730 Cypresswood Drive, in Houston, Texas. The Debtor valued its assets and liabilities at less than $50 million. In its schedules, the Debtor disclosed assets of Unknown amount and $35,181,271 in liabilities as of the Chapter 11 filing. Michael L. Gesas, Esq., at Arnstein & Lehr LLP, in Chicago, represent the Debtor as counsel. Mubeen M. Aliniazee and Highpoint Management Solutions, LLC, serve as the Debtor's financial consultant. No trustee, examiner, or statutory creditors' committee has been appointed in this chapter 11 case. OGX PETROLEO: Batista May Seek Arbitration Against OGX Put Option ----------------------------------------------------------------- Luciana Magalhaes, writing for Daily Bankruptcy Review, reported that Brazilian businessman Eike Batista may seek arbitration against the decision made by his oil and gas company OGX Petroleo e Gas Participacoes SA management, which on Sept. 6 demanded $1 billion in new capital from the controlling shareholder. About OGX Petroleo Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes S.A. is an independent exploration and production company with operations in Latin America. * * * As reported in the Troubled Company Reporter-Latin America on July 17, 2013, Moody's Investors Service downgraded OGX Petroleo e Gas Participaaoes S.A.'s Corporate Family Rating to Ca from Caa2 and OGX Austria GmbH's senior unsecured notes ratings to Ca from Caa2. The rating outlook remains negative. ONDOVA LTD: Ch. 7 Trustee Seeks to Intervene in Domain Suit ----------------------------------------------------------- Law360 reported that the Chapter 7 trustee for the principal of bankrupt Ondova Ltd. on Sept. 6 asked a Texas federal judge in a contract suit for leave to oppose a bid by two related companies to regain control of bank accounts and about 153,000 domain names that were placed in receivership, arguing those assets are property of the bankruptcy estate. According to the report, John H. Litzler, the Chapter 7 trustee for Ondova principal Jeffrey Baron's estate, petitioned the Dallas federal court for permission to intervene in a case originally brought against Baron. The case is Netsphere Inc et al v. Baron et al., Case No. 3:09-cv- 00988 (N.D. Tex.) before Judge Royal Furgeson. About Ondova Limited Company Carrollton, Texas-based Ondova Limited Company, a former Internet domain name registrar, filed a voluntarily Chapter 11 bankruptcy case (Bankr. N.D. Tex. Case No. 09-34784) on July 27, 2009, at a time when Ondova was still controlled by Ondova's former president and sole equity owner, Jeffrey Baron. Ondova Limited Company, dba Compana, LLC, and dba budgetnames.com, performed a "middle man" registration activity pursuant to a license it had from the Internet Corporation for Assigned Names and Numbers -- which is, essentially, a creature of the United States Department of Commerce -- and also pursuant to an agreement with Verisign, Inc., which is a private corporation that essentially acts as the operator of the huge ".com" and ".net" registries. Verisign is not in any way related to Ondova. Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow, PC, serves as Ondova's bankruptcy counsel. In its petition, Ondova estimated $1 million to $10 million in both assets and debts. The petition was signed by Mr. Baron. A Plan of Liquidation was confirmed in the Chapter 11 case. The Joint Plan contemplates approval and implementation of (a) a so- called "Plan Settlement" between the Ondova bankruptcy estate and the Receivership Entities; (b) a sale of significant assets contributed to the Joint Plan by the Receivership; (c) the creation of a Liquidating Trust to accept substantially all the assets and liabilities of both the Ondova bankruptcy estate and the Receivership, which Liquidating Trust would resolve and pay all remaining claims of and against the Receivership and the Debtor, with a return of residual funds or assets to Mr. Baron after the satisfaction of all claims; and (d) certain releases of parties and professionals. ORCHARD SUPPLY: Sells Majority of Assets to Lowe's for $205-Mil. ---------------------------------------------------------------- Orchard Supply Hardware Stores Corporation completed the sale of a majority of its assets to Orchard Supply Company, LLC, a company affiliated with Lowe's Companies, Inc., on Aug. 30, 2013. In consideration for the sale of its assets, the Company received $205,000,000 in cash, subject to a working capital adjustment. In addition, the Purchaser assumed specified liabilities as set forth in the Asset Purchase Agreement, including payables owed to nearly all of the Company's suppliers. Effective as of the closing of the sale of the Company's assets, Mark R. Baker, Chris D. Newman and Steve L. Mahurin each resigned from their officer positions with the Company, and Messrs. Baker, Mahurin and Bogage each resigned as a member of the Company's Board of Directors. Following the resignations, Board member Kevin R. Czinger was appointed as the president and chief executive officer of the Company and Board member Susan L. Healy was appointed as the chief financial officer and secretary of the Company. Mr. Czinger, 54, has been a director of the Company since December 2011 and is co-founder and CEO of Independent Power Works, LLC, a distributed power generation company. He was the senior strategic advisor of CODA Automotive, Inc., an electric car and battery company from January 2011 to January 2012. From January 2008 to December 2010, Mr. Czinger served as co-founder, president and chief executive officer of CODA Automotive, where he oversaw the management and strategic direction of the company. From October 2005 to April 2007, he was a co-founder and managing principal of San Shan Partners Limited, a private equity fund based in China. Previously, he served as a partner and senior managing director at Fortress Private Equity, an alternative asset management firm and an Entrepreneur-in-Residence at Benchmark Capital. Ms. Healy, 47, has been a director of the Company since December 2011. Ms. Healy was the chief financial officer at Virent Energy Systems, Inc., from June 2010 to February 2011, and from April 2006 to August 2009 she was senior vice president and chief financial officer at Lands' End, Inc. From December 2004 to April 2006, Ms. Healy served as the chief financial officer of East Coast Power LLC and as co-Chief Financial Officer of Cogentrix Energy, Inc. From January 2004 to April 2006, she served as a vice president of J. Aron and Company, a subsidiary of The Goldman Sachs Group Inc., and from September 2000 to January 2004, Ms. Healy worked as a vice president, Corporate Treasury at Goldman Sachs. From April 1998 to September 2000, she worked as a Vice President, Investment Banking and from August 1994 to April 1998 as an Associate at Goldman Sachs. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors appointed in case has retained Pachulski Stang Ziehl & Jones LLP as counsel, and Alvarez & Marsal as financial advisors. OSIRUS INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Osirus, Inc. dba Osirus Food Service 1866 Grandstand San Antonio, TX 78238 Bankruptcy Case No.: 13-52445 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: Ronald J. Smeberg, Esq. THE SMEBERG LAW FIRM, PLLC 11550 IH-10 W, Suite 180 San Antonio, TX 78230 Tel: (210) 695-6684 Fax: (210) 598-7357 E-mail: ron@smeberg.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txwb13-52445.pdf The petition was signed by Elizabeth Cardenas, CEO. PARK SIDE: To Seek Confirmation of Liquidating Plan Oct. 8 ---------------------------------------------------------- Park Side Estates LLC is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of liquidation. U.S. Bankruptcy Judge Robert Drain approved last week the so- called disclosure statement or the outline of the company's liquidation plan, which calls for the sale of its New York property to Classon Estates One LLC. In a four-page order, Judge Drain held that the disclosure statement contains "adequate information" for creditors to decide on whether to support the proposed plan. He overruled all objections that have not been withdrawn or resolved. The bankruptcy judge also gave Park Side the go-signal to begin the solicitation of votes from creditors. The company needs to obtain a majority of votes accepting the liquidation plan, and a court order confirming the plan to finally emerge from bankruptcy protection. The deadline for creditors to vote for or against the liquidation plan is Oct. 3, which is also the last day to file objections to the confirmation of the plan. A court hearing to consider approval of the plan is scheduled for Oct. 8. Park Side's plan provides for the sale of its real property located at 143-159 Classon Avenue, in Brooklyn, New York, to Classon, and thereafter the liquidation of the company. The purchaser will assume the existing Classon mortgage in the agreed upon reduced amount of $17.25 million, which includes the $2,414,500 obligation in a loan participation agreement. Plan payments will be funded from the cash component of the purchase price of the property, which includes the amounts required to satisfy professional fees and the U.S. trustee's fees, payment of real estate taxes, and the so-called estate contribution. The sale contract between the companies defines the estate contribution as consisting of $400,000 on the effective date of the liquidation plan and $425,000 within five business days of the issuance of certificates of occupancy for the Brooklyn property and the closing of not less than three condominiums located in the building commonly known as 159 Classon Avenue. Classon has also agreed to contribute the sum of $50,000 towards funding of the plan. Park Side estimates that the estate contribution in the amount of $825,000 plus Classon's contribution will result in a 100% distribution to holders of administrative claims, priority claims, and priority tax claims and the pro rata distribution to holders of unsecured claims. Pursuant to the liquidation plan, equity interests in Park Side will be canceled upon the effective date of the plan. After the effective date, Classon will be responsible for advancing the balance of the estate contribution in the amount of $425,000 for distribution to creditors in accordance with the priorities established by U.S. bankruptcy law. Park Side Amends Plan Outline Park Side also revised last week its disclosure statement in which the company provided additional information about the claims filed by 159 creditors who assert more than $2.17 million. The company noted that agreements have not yet been reached with the 159 claimants with respect to the building commonly known as 159 Classon Avenue, Brooklyn, New York. Park Side said it does not believe that they hold valid claims against the company, and that it has not considered their claims in the disclosure statement. To the extent the company's pending objections to claims of the 159 creditors are fully adjudicated and a final determination is made that their claims are valid, those creditors will be entitled to vote on the plan in the appropriate class and participate in any distribution, Park Side said in the court filing. To the extent an objection to any filed claim has not been fully adjudicated, such claimant must file the appropriate estimation motion for temporary allowance for voting purposes in order to participate in the plan solicitation process, according to the company. Park Side also disclosed that Classon and the 159 claimants are participating in settlement negotiations but no final agreement has been reached. It is not anticipated that the settlement will have any impact on the distributions as set forth in the plan as any settlement will be funded by a non-debtor party, the company noted in the disclosure statement. Under the revised disclosure statement, the estimated amount of unsecured claims increased by $135,128 to $2,218,265. Park Sides estimates a 7% to 10% distribution to unsecured creditors dependent upon the resolution of the company's objections to those claims. The estimated amount of administrative claim asserted by Classon Estates V, LLC increased by $2,000 while the amount of administrative claims for professional compensation increased by $25,000. A full-text copy of Park Side's Amended Disclosure Statement is available for free at http://is.gd/Ee781O About Park Side Estates Monsey, New York-based Park Side Estates, LLC, sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White Plains on Feb. 7, 2013, estimating assets and liabilities in excess of $10 million. The Debtor owns the real property located at 143-159 Classon Avenue, Brooklyn, New York, improved by two buildings with 37 residential units, commercial units and parking. It said that its principal asset is located at 143-159 Classon Avenue, in Brooklyn. The Debtor sought bankruptcy to trigger the automatic stay to stop the auction. The petition was signed by Moshe Junger as managing member. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtor's counsel. The Debtor estimated assets and debts of at least $10 million as of the Petition Date. Judge Robert D. Drain presides over the case. PATRIOT COAL: Court Approves VEBA Trust Proposed by Retiree Panel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri has approved the Veba Trust proposed by the Official Committee of Salaried Retirees of Patriot Coal Corporation, et al., so that it may obtain and subsequently distribute the monetary benefits negotiated in the Court's Non-Union Retiree Order entered April 26, 2013. The Retiree Committee is authorized to turn over funds received from the Debtors (or reorganized Debtors) to the VEBA Trust and/or cause funds to be turned over to the VEBA Trust to implement same. A copy of the Sept. 10, 2013 Order is available at: http://bankrupt.com/misc/patriotcoal.doc4613.pdf As reported in the TCR on Aug. 2, 2013, an Order was entered by the Court reflecting a settlement of the dispute (on whether welfare benefit plans were vested or not) between the Retiree Committee and the Debtors. That order, in part, reflected that $250,000 would be contributed to a VEBA Trust to be set up by the Retiree Committee and that $3,750,000 of cash or equity would be provided to the same VEBA Trust upon the effective date of a plan of reorganization. The April 26, 2013, order also provides that the Debtors cooperate toward the reallocation of the remaining non-Union life insurance benefit obligations to other types of welfare benefits. In accordance with the same, the Retiree Committee said it has since determined that all such funds, including the monies currently being directed for life insurance premiums, should be redirected and made available solely for health insurance benefit purposes as soon as possible. According to the Retiree Committee, having recently received the required information (about the affected retirees from the Debtors to enable the creation of a VEBA Trust and to design an equitable welfare plan to cost effective provide said benefits) it has caused a Voluntary Employee Beneficiary Trust to be created to serve as a mechanism for the Debtors and the Reorganized Debtors to provide the negotiated financial obligations reflected in the April 26 order on a income tax free basis. A complete text of the Court's April 26 order is available at: http://bankrupt.com/misc/patriotcoal.doc3849.pdf About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. Patriot Coal Corporation on Sept. 6 filed a Plan of Reorganization with the U.S. Bankruptcy Court for the Eastern District of Missouri as contemplated by the terms of Patriot's Debtor-in- Possession financing. The Company anticipates filing its Disclosure Statement with the Bankruptcy Court this week, which will contain additional details about the proposed Plan. PATRIOT COAL: To Idle Logan County Thermal Coal Complex ------------------------------------------------------- Patriot Coal Corporation on Sept. 10 announced plans to idle its Logan County complex located near Man, West Virginia, reducing thermal coal production by approximately two million annual tons. Pursuant to the WARN Act, the Company gave 60-day notice today to affected employees. The operations expected to be idled include the Guyan surface mine and the Fanco preparation plant and rail loadout -- with a total of approximately 250 employees being impacted. Efforts are being made to place employees into open positions at other Patriot subsidiary operations, and the Company currently anticipates that about 50 employees will be offered jobs at those locations. This is an unfortunate but necessary step to align Patriot's production with expected sales," said Patriot President and Chief Executive Officer Bennett K. Hatfield. "Despite the substantial progress being made in the Patriot reorganization, we still have to contend with the industry-wide challenge of coal prices that have fallen well below production costs at many Central Appalachian mines. Thermal coal markets are extremely weak due to low natural gas prices and costly regulatory changes that have reduced coal-fueled electricity generation capacity." About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: UMWA Reacts to Pending Logan County Complex Closure ----------------------------------------------------------------- United Mine Workers of America International President Cecil E. Roberts made the following statement on Sept. 10: "[Tues]day's announcement by Patriot is very disappointing, though not unexpected. The company had already announced its intention to close this complex in the near term, however the continued depression in the coal market led to this action being taken sooner. "There will be jobs available for some of our members at the Hobet mine in Boone County, others are eligible for retirement and will choose that route. "This makes it even more important that we continue our fight to secure the long-term retirement health care benefits our members have earned. This is a former Arch Coal mine, and Arch made the promise of retiree health care to these miners and their spouses. We will continue to work in Congress, argue in court, and march in the streets until our struggle for fairness and justice is won, and we have a long-term funding solution for their benefits." About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PERSONAL COMMUNICATIONS: Creditors Slam Proposed $105MM Sale ------------------------------------------------------------ Law360 reported that creditors of telecommunications company Personal Communications Devices LLC on Sept. 6 urged the bankruptcy judge overseeing its Chapter 11 proceeding to reject its proposed $105.3 million asset sale and allow time to explore other offers. According to the report, arguing that the proposed sale to stalking horse bidder Quality One Wireless LLC benefits only secured lenders and insiders, the official committee of unsecured creditors asked U.S. Bankruptcy Judge Alan S. Trust to deny the company's motion to approve bidding procedures for an auction. 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. A three-member official committee of unsecured creditors was appointed in the Chapter 11 case. 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. PRM FAMILY: Has Access to Cash Collateral Until Oct. 6 ------------------------------------------------------ The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the District of Arizona, in an amended order, authorized PRM Family Holding Company, L.L.C., et al.'s continued access to cash collateral until Oct. 6, 2013. Bank of America, N.A., as administrative agent, and Grocers Capital Company consented to the use of the cash collateral. As of the Petition Date, the agent alleges each Debtor is jointly and severally liable to the agent, on behalf of the lenders, for prepetition indebtedness in the aggregate amount of at least $48,212,029. The Debtors' use of cash collateral is limited to payment of the authorized expenses and for no other purpose without: (i) the prior written consent of the agent; or (ii) further order of the Court after due and proper notice and opportunity to object. As adequate protection from any diminution in value of the lenders' collateral, the Debtor will grant the lender replacement liens and super-priority claims, subject to carve out on certain expenses. In a separate filing, BofA stipulated to continue the hearing on these matters set for Sept. 5, at 10 a.m. to Oct. 3, at 10 a.m.: 1. Agent's objection to the Debtors' retention of HG Capital Partners as financial advisor; motion for reconsideration; 2. the motion to obtain postpetition financing; and 3. the emergency motion to approve use of cash collateral. 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: Court OKs Hiring of Liquor License Broker ----------------------------------------------------- The Bankruptcy Court entered an order authorizing PRM Family Holding Company, L.L.C., and its debtor-affiliates to employ A.L.I.C. Enterprises, LLC, dba Arizona Liquor Industry Consultants, as their liquor license broker, effective as of Sept. 4, 2013, to be compensated at the rate of 7.5 percent of the sales price of any license sold. As reported by the TCR on Sept. 9, 2013, the Debtors are the owners of certain and various liquor licenses certain of which are no longer needed in the operation of their business, and not necessary to an effective reorganization. The Debtor desires to sell these liquor licenses. Any contracts for sale of the Licenses will be submitted to the Court for approval, and will be subject to higher and better bids. 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 $10 million. Judge Sarah Sharer Curley oversees the case. Michael McGrath, Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C. Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel. HG Capital Partners' Jim Ameduri serves as financial advisor. Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as lead counsel. Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent the Committee as local counsel. O'Keefe & Associates Consulting, LLC, serves as financial advisor to the Committee. Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A. Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for Bank of America, N.A., as administrative agent and a lender under an amended and restated credit agreement dated July 1, 2011. RADIAN GROUP: Mortgage Unit Releases August Delinquency Data ------------------------------------------------------------ Radian Guaranty Inc., the mortgage insurance subsidiary of Radian Group Inc., on Sept. 9 released data for primary mortgage insurance delinquencies for August 2013. These details may also be found on Radian's website at: http://www.radian.biz/page?name=NewsReleases Previously released historical data is also available on the website at: http://www.radian.biz/page?name=FinancialReportsMortgageInsurance The information below regarding new delinquencies and cures is reported to Radian from loan servicers. Default reporting, particularly on a monthly basis, may be affected by several factors, including the date on which the report is generated and transmitted to Radian, updated information submitted by servicers and by the timing of servicing transfers. August 2013 Primary New Insurance Written ($ in billions) $4.67 Beginning Primary Delinquent Inventory (# of loans) 77,142 Less: Freddie Mac Agreement Loans (1) (9,756) Plus: New Delinquencies 4,457 Less: Cures (4,909) Less: Paids (1,635) (including those charged to a deductible or captive) Plus: Rescissions and Denials (2) 128 Ending Primary Delinquent Inventory (# of loans) 65,427 (1) Represents loans related to the August 29, 2013, Master Transaction Agreement with Freddie Mac that were delinquent as of July 31, 2013, and for which Radian Guaranty no longer has claim exposure. As a result, activity with regard to new delinquencies, cures, paids and rescissions and denials excludes any impact from loans subject to the Agreement. For additional details on the Agreement, refer to the press release and 8-K filed on August 29, 2013. (2) Rescissions and Denials are net of actual reinstatements for the period. For additional details on reinstatement trends, refer to Slide 21 of Radian's Second Quarter 2013 Presentation Slides available in the Investors section of Radian's website at http://www.radian.biz About Radian Group Headquartered in Philadelphia, Radian Group Inc. -- http://www.radian.biz-- provides private mortgage insurance and related risk mitigation products and services to mortgage lenders nationwide through its principal operating subsidiary, Radian Guaranty Inc. These services help promote and preserve homeownership opportunities for homebuyers, while protecting lenders from default-related losses on residential first mortgages and facilitating the sale of low-downpayment mortgages in the secondary market. * * * As reported by the Troubled Company Reporter on March 4, 2013, Standard & Poor's Ratings Services said that it has affirmed all of its ratings on Radian Group Inc. At the same time, S&P revised the outlook to stable from negative. S&P also assigned its 'CCC+' senior unsecured debt rating to the company's proposed $350 million convertible senior notes. As reported by the Troubled Company Reporter on Oct. 17, 2012, Standard & Poor's Rating Services raised its long-term issuer credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-' and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The financial strength ratings for both RDN's and MTG's respective operating companies are unchanged. The outlook on both companies is negative. "The outlook for each company is negative, reflecting the continuing risk of significant adverse reserve development; the current trajectory of operating performance; and the expected impact ongoing losses will have on their capital positions," S&P said in October 2012. "We expect operating performance to deteriorate for the rest of the year for both companies, reflecting the affect of normal adverse seasonality on new notices of delinquency and cure rates, and the lack of greater improvement in the job markets." RECINE MATERIALS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Recine Materials Corp. 147 East 2nd Street, Suite 101 Mineola, NY 11501 Bankruptcy Case No.: 13-74630 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court Eastern District of New York (Central Islip) Judge: Alan S. Trust Debtor's Counsel: Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenu White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 E-mail: jpasternak@ddw-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Luciano Recine, president. RESERVE PRIMARY: Ex-Fund Owners Reach $10MM Deal in Fraud Suit -------------------------------------------------------------- Law360 reported that the former owners of Reserve Primary Fund, the world's first money market fund, agreed Friday to settle a class action alleging they deceived investors during the financial downturn, saying they would add $10 million to the fund and back off on $42 million in indemnity and legal claims. According to the report, the settlement marks the final chapter in years of costly litigation pitting fund owners Bruce Bent Sr. and his son Bruce Bent II against former investors led by Third Avenue Institutional International Value Fund LP. The case is In re: The Reserve Primary Fund Securities & Derivative Class Action Litigation, Case No. 1:08-cv-08060 (S.D.N.Y.) before Judge Paul G. Gardephe. Managed by Reserve Management Company, Inc., the Reserve Primary Fund is a large money market mutual fund that is currently in liquidation. On Sept. 16, 2008, during the global financial crisis, it lowered its share price below $1 because of exposure to Lehman Brothers debt securities. This resulted in demands from investors to return their funds as the financial crisis mounted. The Reserve had multiple other funds frozen because of this failure. RESIDENTIAL CAPITAL: Syncora Balks at Bid to Get Servicing Deals ---------------------------------------------------------------- Syncora Guarantee Inc., opposes Residential Capital's request to assume certain servicing-related agreements for trusts insured by Syncora and assign those agreements to Ocwen Loan Servicing, LLC. Representing Syncora, Gary T. Holtzer, Esq. -- gary.holtzer@weil.com -- at Weil Gotshal & Manges LLP, in New York, states, "Last November, the Debtors strategically withdrew Syncora's contracts from the sale of their servicing platform assets because they knew that Syncora's valid objections to their proposed sale order could jeopardize the Sale. They did the same with other objecting parties' contracts, and the Court entered the order approving the sale to Ocwen without having to address the major objections to it. Now having obtained approval of the Sale Order, consummated the Sale, entered into a plan support agreement with major parties, and filed a plan and disclosure statement, the Debtors are hoping to use that momentum to force the ill-fitting Sale Order on Syncora by fully incorporating it into a proposed order granting the Assignment Motion, notwithstanding Syncora's objection on the record to such Sale Order." The Court should deny the Assignment Motion, because Ocwen has not met its burden of providing adequate assurance of future performance, Mr. Holtzer argues. He points out that first and foremost, Ocwen does not have the history, experience, and track record of performing well on the specific distressed types of mortgage loan portfolios in the trusts that Syncora insures. Indeed, since the Sale, additional events have transpired which confirm and amplify Syncora's deep apprehensions about Ocwen, Mr. Holtzer adds. Secondly, Ocwen has not agreed to adequately perform Syncora's contracts post-closing -- instead, it has agreed only to perform at most some of the obligations in the contracts, Mr. Holtzer further points out. If the Court is going to approve the assignment to Ocwen, it should do so not under the existing Sale Order, which Syncora found to be problematic, but under a plain vanilla order, which provides Syncora the protections that section 365 of the Bankruptcy Code guarantees to contract counterparties, Mr. Holtzer tells Judge Glenn. Syncora is also represented by Bruce S. Meyer, Esq. -- bruce.meyer@weil.com -- and Ronit J. Berkovich, Esq. -- ronit.berkovich@weil.com -- at WEIL, GOTSHAL & MANGES LLP, in New York. Wells Fargo Bank, N.A., as Master Servicer for each of the Trusts, as to which Syncora issued financial guaranty insurance policies, reserves all of its rights under the applicable agreements relating to each of the Trusts, including any insurance policies issued to either of the Trusts by Syncora. Wells Fargo is represented by John C. Weitnauer, Esq., Michael E. Johnson, Esq., and William Hao, Esq., at ALSTON & BIRD LLP, in New York. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. The bankruptcy court approved disclosure materials so creditors can vote on ResCap's reorganization plan. There will be a Nov. 19 confirmation hearing for approval of the plan, funded in part by a $2.1 billion settlement payment from Ally. The settlement gives Ally freedom from most lawsuits, although not from those brought by the FHFA. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Impac Has Issues With Transfer of Deals ------------------------------------------------------------ Impac Funding Corporation and Impac Mortgage Holdings, Inc., state that they do not oppose the assumption and assignment to Ocwen Loan Servicing, LLC, of their servicing agreement with Residential Capital LLC and its affiliates. Impac, however, objects to certain material terms and conditions under which the Debtors propose to effect the assignment, and to the Debtors' proposed Cure Amount. Impac objects to the terms and conditions under which Debtors propose to effect the assignment because Debtors: (1) seek to immediately enjoy the benefits of assumption without committing to also assume the burdens of assumption by either (i) paying the Cure Amount to Impac simultaneously with assumption or (ii) irrevocably escrowing the disputed Cure Amount pending resolution of the cure dispute; (2) purport to retain the right to decide to reject the Excluded Agreements after assumption and after confirmation of the Plan in violation of Section 365 of the Bankruptcy Code; and (3) propose to expunge Impac's $8 million unsecured claim. Impac further objects to Debtors' proposed Cure Amount because it does not include: (1) at least $2,562,255 in damages for breaches of the Excluded Agreements by Debtors and by Ocwen; and, (2) Impac's attorneys' fees and expenses. To the extent that the objectionable provisions are not remedied, Impac asks the Court to deny the motion. A hearing on the Debtors' motion will be on Sept. 11, 2013 at 10:00 a.m. (ET). Objections were due Aug. 29. Christopher F. Graham, Esq. -- cgraham@mckennalong.com -- and Alan F. Kaufman, Esq. -- akaufman@mckennalong.com -- at MCKENNA LONG & ALDRIDGE LLP, in New York; and David E. Gordon, Esq. -- dgordon@mckennalong.com -- at MCKENNA LONG & ALDRIDGE LLP, in Atlanta, Georgia, also represent Impac. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. The bankruptcy court approved disclosure materials so creditors can vote on ResCap's reorganization plan. There will be a Nov. 19 confirmation hearing for approval of the plan, funded in part by a $2.1 billion settlement payment from Ally. The settlement gives Ally freedom from most lawsuits, although not from those brought by the FHFA. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Syncora Defends $800-Mil. Claim ---------------------------------------------------- Residential Capital LLC and its affiliates object to, and ask the Court to disallow and expunge, Claim No. 2781 filed by Syncora Guarantee Inc. f/k/a XL Capital Assurance Inc. against GMAC Mortgage, LLC, with respect to its servicing of the loans in (1) Bear Stearns Second Lien Trust 2007-SV1; (2) Greenpoint Mortgage Funding Trust 2006-HE1; and (3) Suntrust Acquisition Closed-End Second Trust, Series 2007-1. The Debtors move to disallow and expunge the Proof of Claim because it is unsubstantiated and fails to state a claim. Syncora argues that the Debtors' objection should be denied because the Debtors have failed to meet their high burden to refute the presumptive validity of the proof of claim. Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP, in New York, argues that Syncora's claim describes in great detail, with citation to relevant contractual provisions, a summary of facts supporting the claim, and a calculation of damages. Mr. DeFilippo adds that Syncora's amended proof of claim is a proper amendment, which also describes with greater particularity Syncora's claims. A hearing on the Debtors' objection will be held on Sept. 11, 2013, at 10:00 a.m. (EST). Syncora is also represented by Paul R. DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP, in New York. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. The bankruptcy court approved disclosure materials so creditors can vote on ResCap's reorganization plan. There will be a Nov. 19 confirmation hearing for approval of the plan, funded in part by a $2.1 billion settlement payment from Ally. The settlement gives Ally freedom from most lawsuits, although not from those brought by the FHFA. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Objects to R. Sweeting's $158.3MM Claims ------------------------------------------------------------- Residential Capital LLC and its affiliates object to, and ask the Bankruptcy Court to disallow and expunge Proof of Claim No. 1360 and Proof of Claim No. 1361 each filed by Robert Sweeting against Debtor GMAC Mortgage, LLC, on the grounds that the Claims (a) fail to state a basis for liability against the Debtors, and (b) lack sufficient documentation in support of the alleged claims against the Debtors. The Claims filed against GMAC Mortgage, each of which alleges $79,170,000 in claims, have been dismissed twice with prejudice in the lawsuit pending in the Superior Court of the State of California, Orange County, Norman S. Rosenbaum, Esq., at Morrison & Foerster LLP, in New York, relates. The Claimant is a borrower whose loan was serviced by GMAC. A hearing on the Debtors' objection will be on Oct. 2, 2013 at 10:00 a.m. (Prevailing Eastern Time). Response deadline is Sept. 16. The Debtors are also represented by Gary S. Lee, Esq., Melissa A. Hager, Esq., and Erica J. Richards, Esq., at MORRISON & FOERSTER LLP, in New York; and Jonathan D. Dykstra, Esq. -- jd@severson.com -- at SEVERSON & WERSON P.C., in Irvine, California. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. The bankruptcy court approved disclosure materials so creditors can vote on ResCap's reorganization plan. There will be a Nov. 19 confirmation hearing for approval of the plan, funded in part by a $2.1 billion settlement payment from Ally. The settlement gives Ally freedom from most lawsuits, although not from those brought by the FHFA. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). REYNOLDS & REYNOLDS: Moody's Eyes Upgrade After Sale Cancellation ----------------------------------------------------------------- Moody's Investors Service has placed Dealer Computer Services, Inc. (dba Reynolds & Reynolds Company -- "Reynolds") B3 corporate family rating and B3-PD probability of default rating on review for possible upgrade. The rating action follows the news that the company will not pursue a broad recapitalization of the company's balance sheet, which was to include a sale of over 20% ownership in the company to Centre College and a capital payout to shareholders, which would have increased debt by $3.4 billion. Rating Rationale Although Reynolds' credit profile is expected to be strong, Moody's believes that the cancellation of the substantial debt recapitalization is likely a temporary event, and that Reynolds' controlling shareholder the Brockman trust (Spanish Steps) is likely pursue another capital event in the future. Therefore, the conclusion of the review is unlikely to restore the company's corporate family rating at the previous Ba2 level. Moody's review will focus on management's long term plans to manage it debt profile, Spanish Steps' opportunities to monetize its holdings in Reynolds and the potential for the previously contemplated donation to Centre College to be revived. As a result, the existing credit facilities totaling about $900 million will remain in place, and have been placed on review for downgrade, as the existing instrument ratings will likely mirror the corporate family rating upon the conclusion of the review. The ratings recently assigned to the refinancing credit facilities will be withdrawn. Rating actions: Corporate Family Rating - B3 placed under review for upgrade Probability of Default - B3-PD placed under review for upgrade First Lien Senior Secured Ba2, LGD-3, 31% B3 placed under review for downgrade First Lien Revolving Credit Facility - withdrawn from Ba3, LGD-2, 22% First Lien Term Loans - withdrawn from Ba3, LGD2, 22% Second Lien Term Loan - withdrawn from Caa1, LGD4, 66% The Reynolds and Reynolds Company, headquartered in Dayton, Ohio, is an automotive dealership computer services and forms management company. 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. RIVER'S BEND GOLF: Files Chapter 11 to Avoid Foreclosure Auction ---------------------------------------------------------------- River's Bend Golf Course LLC, operator of a golf course in Chester, Virginia, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 13-34848) on Sept. 8., 2013. It listed $1 million to $10 million in both assets and debts. James E. Kane, Esq. -- jkane@kaneandpapa.com -- at Kane & Papa, P.C., serves as the bankruptcy counsel. Ronald K. Kelley, managing member, signed the petition. Michael Schwartz, writing for Richmond BizSense, reports that the eleventh-hour bankruptcy filing helped save the local golf course from the auction block. The report notes a tax auction was scheduled for Monday. According to the report, Mr. Kelley said he continues to work on a plan to solidify River's Bend's finances and those of his other course, Prince George Golf Club, which has been in Chapter 11 since February after its lender pushed to foreclose. Kane & Papa also represents Prince George Golf Club as counsel. The report notes about 20 onlookers showed up Monday as the 177- acre, semi-private course was set to be auctioned by Chesterfield County on the courthouse steps. The property has been appraised at $3 million. According to the report, River's Bend came up for auction as a result of a lawsuit filed in May by the county. Localities can force properties to be sold after two years of unpaid real estate taxes. Yorktown attorney Jim Elliott had been hired by Chesterfield County to handle the auction. The report also relates that First Community Bank, the lender to Prince George Golf Club, is pushing for the ability to foreclose despite the Chapter 11 filing. The bank argued in August that it should be able to take back its collateral due to a lack of progress in the case. The court has not ruled on the bank's motion. RIVER'S BEND: Case Summary & 3 Unsecured Creditors -------------------------------------------------- Debtor: River's Bend Golf Course, LLC 11700 Hogans Alley Chester, VA 23836 Bankruptcy Case No.: 13-34848 Chapter 11 Petition Date: September 8, 2013 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Kevin R. Huennekens Debtor's Counsel: James E. Kane, Esq. KANE & PAPA, PC 1313 East Cary Street P.O. Box 508 Richmond, VA 23218-0508 Tel: (804) 225-9500 Fax: (804) 225-9598 E-mail: jkane@kaneandpapa.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 three unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/vaeb13-34848.pdf The petition was signed by Ronald K. Kelley, managing member. ROCK POINTE: Stipulates to Postponement of Election Date to Oct. 4 ------------------------------------------------------------------ On Aug. 29, 2013, DMARC 2206-CD2 Corporate Center, LLC, and debtor Rock Pointe Holdings, by and through John D. Munding, as duly appointed and acting Chapter 11 Trustee for the Debtor, agree and stipulate to: * The postponement of the Election Date (for the purpose of electing a Chapter 11 Trustee in the Debtor's bankruptcy case) from Aug. 30, 2013, to Oct. 4, 2013. The parties may, by mutual written agreement, further extend the Election Date and that such postponement(s) will not constitute a waiver of DMARC's right to an election under 11 U.S.C. 1104(B); * The Second Interim Order re Adequate Protection Payment and Cash Collateral (Docket No. 80) entered on Jan. 30, 2012 (the "Cash Collateral Order") will be amended pursuant to the terms agreed upon by the parties; * The Second Interim Order to Excuse Compliance with 11 U.S.C. Sections 543(a) and (b) and Setting Final Evidential Hearing (Docket No. 81) entered on Jan. 30, 2012 (the "Excused Turnover Order") will be amended such that all references to a "final hearing" will be amended to reflect that turnover will be excused until such time as certain conditions are satisfied. A copy of the Second Interim Cash Collateral Order is available for free at http://bankrupt.com/misc/rockpointe.doc80.pdf A copy of the Stipulations regarding modifications to: 1) the Cash Collateral Order; and 2) the second interim order to excuse compliance with 11 U.S.C. Sections 543(A) and (B) setting final evidential hearing, is available at: http://bankrupt.com/misc/rockpointe.doc292.pdf About Rock Pointe Holdings Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate Center in Spokane, Washington. The Company filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 11-05811) on Dec. 2, 2011. The Debtor estimated both assets and debts of between $50 million and $100 million. Kenneth W. Gates, Esq., is the counsel for the Debtor's Unsecured Creditors Committee. Attorneys at Southwell & O'Rourke, P.S., in Spokane, Wash., represent the Debtor as counsel. Brett L. Wittner, at Kent & Wittner PS, in Tacoma, Wash., represents the Debtor as co-counsel. John D Munding, Esq., at Crumb & Munding, P.S., represents himself as Chapter 11 trustee for the Debtor. ROGERS BANCHARES: Sept. 20 Hearing on Carl Marks' Employment ------------------------------------------------------------ The Bankruptcy Court will convene a hearing on Sept. 20, 2013, at 9 a.m., to consider approval of the motion to alter and amend a prior order authorizing the employment of Carl Marks Advisory Group LLC as financial advisors to the Official Committee of Unsecured Creditors in the Chapter 11 case of Rogers Bancshares Inc., nunc pro tunc to July 19, 2013. On Aug. 21, the Court set aside the order granting the motion to amend entered Aug. 20, as the order was improvidently granted. On Aug. 20, the Court entered an order granting the Debtor's motion relating to Carl Marx' employment. The order provided that, among other things: 1. CMAG is being employed solely pursuant to Section 1103 (not Section 328) and, as such, the fees and expenses of CMAG will be subject to review under the standards of Section 330 at the conclusion of the Bankruptcy Case; 2. CMAG may charge or accrue $60,000 per month, however, the Debtor will not pay monthly fee until approved by a fee application under Section 330; 3. the monthly fee will end on Sept. 12, 2013, the date scheduled by the Court for the Section 363 sale hearing, unless such Monthly Fee is extended by the Court, for cause, after notice and a hearing. The Committee has requested for the amendment of the July 8 order authorizing employment of CMAG. The Committee requested that the Court require the fees be accrued and paid only when funds are available. About Rogers Bancshares Inc. Little Rock, Arkansas-based Rogers Bancshares Inc., filed for Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5, 2013. Bankruptcy Judge James G. Mixon presides over the case. Samuel M. Stricklin, Esq. -- sam.stricklin@bgllp.com -- at Bracewell & Giuliani, LLP represents the Debtor in its restructuring efforts. The Debtor estimated $10 million to $50 million in assets and debts. Rogers owes $41.3 million on three issues of junior subordinated debentures and $39.6 million on four issues of preferred stock. The petition was signed by Susan F. Smith, secretary. The Official Committee of Unsecured Creditors has hired Hunton & Williams LLP and James F. Dowden PA as counsel; and Carl Marks Advisory Group LLC as financial advisors. SOMERSET MEDICAL: Moody's Confirms 'Ba2' Rating on $80MM Bonds -------------------------------------------------------------- Moody's Investors Service has confirmed the Ba2 long-term bond rating assigned to Somerset Medical Center's $80.1 million of outstanding bonds issued by the New Jersey Health Care Facilities Financing Authority. The outlook is stable. The confirmation reflects the recent signing of a definitive agreement with Robert Wood Johnson University Hospital. This action concludes the review for downgrade initiated on August 14, 2013. Rating rationale: The confirmation of the Ba2 rating is due to SMC's recently signed definitive agreement with Robert Wood Johnson University Hospital (RWJUH, rated A2, stable). Failure to complete this merger over the next 11 months will likely result in downward rating action, as an event of default was added to SMC's letter of credit reimbursement agreement for failure to consummate a merger by August 7, 2014. The due diligence process on behalf of both hospitals was completed prior to signing the definitive agreement, but the merger needs state and federal approval which is expected to take several months. The stable outlook reflects SMC's stabilized financial performance in fiscal year (FY) 2012 and year-to-date FY 2013. Strengths: -- SMC recently signed a definitive agreement with RWJUH with the structure of the transaction being a full asset merger of SMC into RWJUH. SMC's outstanding debt is expected to be secured by RWJUH's obligated group upon completion of the merger. -- Although modest, SMC's operating performance improved in FY 2012 and remained stable through six months of FY 2013. -- SMC has a conservative investment allocation with 59% invested in fixed income securities and remainder in cash and cash equivalents, which should help to preserve cash on SMC's balance sheet. Challenges: -- SMC has a debt structure that includes 21% of debt in variable rate demand bonds (VRDBs) supported by a letter of credit (LOC). The LOC bank recently added an event of default to the reimbursement agreement for failure to sign a letter of intent by August 31, 2013 and for failure to consummate a merger by August 7, 2014. In addition, SMC has very limited headroom under the 50 days cash on hand covenant under the bank agreement which increases the possibility of acceleration risk by the liquidity provider in the event the covenant falls below the minimum requirement. -- Weak liquidity balances with days cash on hand of 58 days as of fiscal year-end (FYE) 2012. SMC's letter of credit covenant of 50 days is measured semi-annually. Moody's expects continued weak cash flow generation will prohibit growth of cash on the balance sheet. -- SMC experienced sizeable inpatient volume declines in FY 2012 across almost all major service categories. Inpatient volumes declined by 4.4% in FY 2012 and 8.2% decline though the first six months of FY 2013 -- Despite a favorable payer mix, SMC has a history of modest operating performance (FY 2012 is the tenth consecutive year of posting an operating loss before investment income) and cash flow generation that has barely offset annual debt service requirements and resulted in weak coverage levels. -- The organization has a leveraged balance sheet measured by weak cash-to-debt of 37% at FYE 2012 and high debt to cash flow of 8.2 times in FY 2012. Outlook: The stable outlook reflects SMC's modestly improved financial performance and Moody's expectation that cash levels will remain steady over the next year. What Could Make The Rating Go Up? A successfully completed merger of SMC with RWJUH would likely result in an upgrade of SMC's bonds, as the debt would be secured by a higher rated entity. What Could Make The Rating Go Down? The failure of SMC to consummate a merger with RWJUH would result in a rating downgrade, potentially by multiple notches. Other factors that could drive the rating down include further volume declines, reduction in liquidity, downturn in financial performance, acceleration of SMC's variable rate demand bonds. The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. STONEVILLE FURNITURE: Case Summary & 6 Unsecured Creditors ---------------------------------------------------------- Debtor: Stoneville Furniture Properties, Inc. 100 Europa Drive, Suite 455 Chapel Hill, NC 27517 Bankruptcy Case No.: 13-05648 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court Eastern District of North Carolina (Wilson) Judge: Stephani W. Humrickhouse Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P.O. Drawer 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 E-mail: efile@stubbsperdue.com Scheduled Assets: $4,258,020 Scheduled Liabilities: $3,468,417 A copy of the Company's list of its six unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nceb13-05648.pdf The petition was signed by Peter L. Coker, president. SUNSHINE MARINE: Case Summary & 18 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Sunshine Marine, LLC dba Culver Marine 9066 SW Feather Drive Culver, OR 97734 Bankruptcy Case No.: 13-35695 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court District of Oregon Judge: Trish M. Brown Debtor's Counsel: David Thomas Johnson, Esq. OLSEN DAINES, P.C. P.O. Box 12829 Salem, OR 97309 Tel: (503) 362-9393 E-mail: djohnson@olsendaines.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 18 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/orb13-35695.pdf The petition was signed by Donald Lee, managing member. SURTRONICS INC: Files for Bankruptcy Protection ----------------------------------------------- Surtronics, Inc., filed a Chapter 11 bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No. 13-05672) on Sept. 9 and will seek approval of its first day motions on Sept. 12. Surtronics, founded in 1965, is a North Carolina corporation in the business of providing electroplating and anodizing services to base-metal alloys for use across various industries, including but not limited to aerospace, defense, medical, telecommunications, and automotive. Surtronics' primary production facility and corporate office are located in a series of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road, Raleigh, North Carolina. The company said it has sought bankruptcy protection to facilitate the reorganization and continuation of its business. The Debtor intends to address a major fire loss claim, resolve certain environmental obligations, seek contribution from co-obligated parties in connection with the environmental obligations, resolve real estate ownership issues, and restructure its debts, all in order to emerge as a healthier company capable of operating for another 50 years. The Debtor has filed a motion to use cash collateral. The Debtor believes that First Citizens Bank & Trust Co. will assert a lien on the Debtor's cash collateral from its operations. First Citizens has not yet consented to the use of the cash collateral. In addition, the Debtor seeks authority to compensate its sole salaried officer and general manager, Angela Stanley and Lee Bradshaw. Ms. Stanley, 100% owner, the president and chief executive officer of the Debtor, will be paid a gross amount equal to $10,000 per month and will receive reimbursement of ordinary business-related expenses. Mr. Bradshaw, the general manager, will receive a gross amount equal to $8,750.00 per month plus reimbursement of expenses. The Debtor also filed a motion for an order (i) confirming administrative expense status to obligations arising from prepetition delivery of goods received within 20 days of the commencement of this chapter 11 case, (ii) confirming administrative expense status to obligations arising from postpetition delivery of goods, supplies, products and materials, and (iii) authorizing, but not directing, the Debtor to pay such obligations in the ordinary course of business. The Debtor said in court filings that there's likelihood that it will pay all trade creditors in full in connection with the allowed amounts of their unsecured claims. David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, serves as counsel. SURTRONICS INC: Files Schedules of Assets and Liabilities --------------------------------------------------------- Surtronics, Inc., filed its schedules of assets and liabilities disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $1,450,000 B. Personal Property 14,850,878 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,843,448 E. Creditors Holding Unsecured Priority Claims $19,740 F. Creditors Holding Unsecured Non-priority Claims 1,573,167 ----------- ----------- TOTAL $16,300,878 $3,436,355 A copy of the schedules is available for free at: http://bankrupt.com/misc/Surtronics_Schedules.pdf About Surtronics Surtronics, Inc., filed a Chapter 11 bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No. 13-05672) on Sept. 9, 2013. Surtronics, founded in 1965, is a North Carolina corporation in the business of providing electroplating and anodizing services to base-metal alloys for use across various industries, including but not limited to aerospace, defense, medical, telecommunications, and automotive. Surtronics' primary production facility and corporate office are located in a series of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road, Raleigh, North Carolina. The company said it has sought bankruptcy protection to facilitate the reorganization and continuation of its business. Through this case, the Debtor intends to address a major fire loss claim, resolve certain environmental obligations, seek contribution from co-obligated parties in connection with the environmental obligations, resolve real estate ownership issues, and restructure its debts, all in order to emerge as a healthier company capable of operating for another 50 years. David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, serves as counsel. SURTRONICS INC: Sec. 341(a) Meeting of Creditors on Oct. 23 ----------------------------------------------------------- There's a meeting of creditors of Surtronics, Inc, on Oct. 23, 2013, at 10:00 a.m. at Raleigh 341 Meeting Room. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. The last day to file complaint is Dec. 23, 2013. Proofs of claim are due by Jan. 21, 2014. Governmental units are required to submit proofs of claim by March 8, 2014. About Surtronics Surtronics, Inc., filed a Chapter 11 bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No. 13-05672) on Sept. 9, 2013. Surtronics, founded in 1965, is a North Carolina corporation in the business of providing electroplating and anodizing services to base-metal alloys for use across various industries, including but not limited to aerospace, defense, medical, telecommunications, and automotive. Surtronics' primary production facility and corporate office are located in a series of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road, Raleigh, North Carolina. The company said it has sought bankruptcy protection to facilitate the reorganization and continuation of its business. Through this case, the Debtor intends to address a major fire loss claim, resolve certain environmental obligations, seek contribution from co-obligated parties in connection with the environmental obligations, resolve real estate ownership issues, and restructure its debts, all in order to emerge as a healthier company capable of operating for another 50 years. David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, serves as counsel. TAIGOD 3: Case Summary & Unsecured Creditor ------------------------------------------- Debtor: Taigod 3, LLC. 1601 S. 6th Street Alhambra, CA 91803 Bankruptcy Case No.: 13-32409 Chapter 11 Petition Date: September 6, 2013 Court: U.S. Bankruptcy Court Central District of California (Los Angeles) Judge: Robert N. Kwan Debtor's Counsel: Paul P. Cheng, Esq. LAW OFFICES OF PAUL P. CHENG 301 N. Lake Avenue, Suite 810 Pasadena, CA 91101 Tel: (626) 356-8880 Fax: (888) 213-8196 E-mail: fax@paulchenglaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The petition was signed by Ken Lai, managing partner. The Company's list of its largest unsecured creditors filed with the petition contains only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ken Lai Personal Loan $230,000 1601 S. 6th Street Alhambra, CA 91803 TENET HEALTHCARE: Fitch Rates New $1.8BB Sr. Secured Notes 'BB' --------------------------------------------------------------- Fitch Ratings has assigned a 'BB/RR1' rating to Tenet Healthcare Corporation's proposed $1.8 billion senior secured notes and a 'B- /RR5' rating to the proposed $2.8 billion senior unsecured notes. The proceeds will be used to fund Tenet's planned acquisition of Vanguard Health Systems (Vanguard). Tenet's ratings remain on Negative Watch. Fitch placed Tenet's ratings on Negative Watch in June following the company's announcement that it will acquire Vanguard. A full list of ratings follows at the end of this press release. The ratings apply to approximately $5.6 billion of debt at June 30, 2013. Key Rating Drivers: -- Tenet plans to acquire Vanguard in an all-cash deal for a total consideration of $4.7 billion, including the purchase of Vanguard's public equity for $1.7 billion and the assumption of $3.0 billion of Vanguard's outstanding debt. Pending regulatory approvals, the transaction is expected to close during 4Q'13. -- The transaction will be entirely debt funded, contributing to total debt-to-EBITDA of above 5.5x for the combined entity at the end of 2013. Maintenance of the 'B' IDR will require an expectation of debt declining to or below 5.0x by the close of 2014. -- Although the targeted debt leverage is somewhat low relative to the 'B' IDR, the ratings are constrained by the combined company's weak free cash flow (FCF) and industry-lagging profitability, coupled with poor organic operating trends in the for-profit hospital industry. -- An expectation of lower leverage at the end of 2014 primarily relies upon organic EBITDA growth (as opposed to the realization of synergies or debt reduction). Potential growth drivers include the implementation of the Affordable Care Act (ACA) and the scheduled opening of in-progress capital expansion projects. Lagging FCF and Profitability a Risk To Consolidated Credit Profile: The Negative Watch primarily reflects risks inherent in the companies' operating profiles, the most important of which is strained FCF generation and industry-lagging profitability. On a stand-alone basis, both companies are highly leveraged (Tenet June 30, 2013 total debt-to-EBITDA of 4.6x and Vanguard 5.2x), and Fitch expects Vanguard to produce negative FCF (cash from operations less dividends and capital expenditures) in 2013-2014. Given the combined company's somewhat limited financial flexibility and the high degree of operating leverage inherent in hospital companies operating profiles, the persistently weak growth in organic patient utilization in the for-profit hospital sector is a concern. The implementation of the insurance expansion elements of the ACA will likely provide a boost to hospital industry volumes, but will not ameliorate the slow rate of underlying utilization growth. It is worth noting, however, that Vanguard's negative FCF profile is primarily the result of capital investment in some of its recently acquired markets. The funding of these projects will support growth in EBITDA over the longer term. Most important, some recent projects at Detroit Medical Center are scheduled to open in early 2014, in time to coincide with the insurance expansion elements of the ACA. Tenet's weak, though improving, FCF generation is a legacy of the company's industry-lagging profitability and relatively high interest rates on its debt obligations. Fitch notes that the company has recently been successful in refinancing some of its higher cost debt, which will contribute to better FCF generation. However, Tenet's recently more aggressive capital deployment is a risk to the credit profile. The company has become more aggressive in returning cash to shareholders and management has indicated that it will not scale back share repurchase activity after the Vanguard acquisition. Solid Strategic Rationale Supported By Healthcare Reform: Fitch does view the Vanguard transaction as strategically compelling for Tenet because it will enhance the geographic scope of the company's portfolio of care delivery assets and add operational diversification through Vanguard's health plan operations. The strategic rationale for consolidation in the healthcare provider industry is encouraged by reforms favoring larger, integrated systems of care delivery, including the ACA. Fitch believes the implementation of the insurance expansion elements of the ACA will be a positive catalyst for EBITDA growth for the hospital industry in 2014, primarily because of a reduction in uninsured patient volumes and the associated burden of bad-debt expense. However, modeling the ACA's effects for a combined Tenet/Vanguard is difficult because of uncertainties in the assumptions of the legislation's effects on the industry. Toward the end of 2013 there will be better visibility into the effects of the insurance expansion component of the ACA in several areas that will affect the operation of the industry. The most important will include the decision by state governments on whether to participate in the Medicaid expansion plan, rates negotiated by hospital providers with respect to insurance products to be offered in the state-run health insurance exchanges, and rate of participation in the exchanges. Rating Sensitivities: Fitch expects to resolve the Rating Watch during 4Q'13. Maintenance of the 'B' IDR will require an expectation of debt-to- EBITDA of below 5.0x at the end of 2014. There could be a tolerance for higher leverage at the 'B' IDR (up to 5.5x total debt-to-EBITDA) assuming the expectation of improvement in the FCF profile. An expectation of an improving FCF profile could be supported by more clarity on the key variables of the ACA that will influence the hospital industry beginning in 2014, as well as evidence of some stabilization of organic operating trends in the combined company's largest hospital markets. A clear plan for achieving operating synergies would also be supportive of the ratings. There is operational risk inherent in the integration of a company the size of Vanguard. While Fitch sees the rationale for the $200 million in operating synergies Tenet expects to achieve by the second year post the transaction, the company does not have a recent track record of integrating inpatient hospital acquisitions. Debt Issue Ratings: Fitch has the following ratings on Tenet: -- IDR 'B'; -- Senior secured credit facility and senior secured notes 'BB/RR1'; -- Senior unsecured notes 'B-/RR5'. The Recovery Ratings (RRs) reflect Fitch's expectation that the enterprise value of Tenet will be maximized in a restructuring scenario (going concern), rather than a liquidation. At June 30, 2013, Fitch uses a 6.5x distressed enterprise value (EV) multiple and stresses LTM EBITDA by 35%, considering post-restructuring estimates for interest and rent expense and maintenance level capital expenditure. Fitch includes Vanguard's LTM EBITDA in the stressed pro forma EBITDA calculation. Based on these assumptions including the contribution of Vanguard's EBITDA, Fitch estimates Tenet's distressed EV in restructuring to be approximately $7.6 billion. The 'BB/RR1' rating for the senior secured bank facility and senior secured notes reflects Fitch's expectations for 100% recovery for these creditors. The 'B-/RR5' rating on the unsecured notes reflects Fitch's expectations for recovery of 16% of outstanding principal. Total debt of $5.6 billion at June 30, 2013 consisted primarily of: Senior unsecured notes: -- $60 million due 2014; -- $474 million due 2015; -- $300 million due 2020; -- $750 million due 2020; -- $430 million due 2031. Senior secured notes: -- $1.041 billion due 2018; -- $500 million due 2020; -- $850 million due 2021 -- $1.05 billion due 2021. TENET HEALTHCARE: Moody's Rates $1.8-Bil. Senior Notes 'Ba3' ------------------------------------------------------------ Moody's Investors Service assigned a Ba3 (LGD 3, 31%) and a B3 (LGD 5, 82%) rating to Tenet Healthcare Corporation's proposed $1.8 billion senior secured notes and $2.8 billion senior unsecured notes, respectively. Moody's also confirmed the existing ratings of Tenet, including the B1 Corporate Family Rating and B1- PD Probability of Default Rating. The outlook for the ratings is stable. These rating actions conclude Moody's review of the ratings that was initiated on June 24, 2013 following Tenet's announcement that it had signed a definitive agreement to acquire Vanguard Health Systems, Inc. Concurrently, Moody's downgraded Tenet's Speculative Grade Liquidity Rating to SGL-3 from SGL-2. The downgrade of the Speculative Grade Liquidity Rating reflects the anticipated cash need associated with the upcoming maturity of $474 million of senior unsecured notes in the first quarter of 2015 and the springing maturity of the company's revolver in late 2014 if a considerable portion of those notes are not refinanced or repaid prior to that time. Moody's also believes that Tenet's liquidity will be constrained in the near term by significant capital spending requirements that could require increased reliance on the revolver. Moody's understands that the proceeds of the proposed offerings will be used to fund Tenet's previously announced acquisition of Vanguard, including the refinancing of approximately $3.0 billion of Vanguard's debt. Therefore, Moody's expects to withdraw the ratings of Vanguard Health Systems, Inc. and Vanguard Health Holding Company II, LLC, including the B2 Corporate Family Rating and B2-PD Probability of Default Rating, upon the closing of the transaction. Following is a summary of Moody's rating actions. Ratings assigned: $1.8 billion senior secured notes at Ba3 (LGD 3, 31%) $2.8 billion senior unsecured notes at B3 (LGD 5, 82%) Ratings confirmed / LGD assessments revised: Senior secured notes at Ba3 (LGD 3, 31%) from Ba3 (LGD 3, 38%) Senior unsecured notes at B3 (LGD 5, 82%) from B3 (LGD 5, 86%) Corporate Family Rating, B1 Probability of Default Rating, B1-PD Rating downgraded: Speculative Grade Liquidity Rating to SGL-3 from SGL-2 Ratings Rationale: Tenet's B1 Corporate Family Rating reflects Moody's expectation that debt to EBITDA will be high following the acquisition of Vanguard but will return to a level approaching 5.0 times by the end of 2014. Moody's anticipates that improvement in credit metrics will result from a combination of realized synergies and benefits from the implementation of the provisions of the Affordable Care Act. Offsetting some of the benefit of healthcare reform is Moody's expectation that certain industry challenges will likely continue, including pricing pressure from changes in Medicare reimbursement, slower growth in healthcare utilization as co-pay and deductible amounts increase and increases in expenses associated with physician alignment initiatives. The rating also incorporates Moody's expectation that the company will remain disciplined in the use of incremental leverage for acquisitions or shareholder initiatives until leverage is reduced from the pro forma acquisition level. Finally, Moody's anticipates that free cash flow will be modest in the near term given significant capital spending requirements and will limit the ability to meaningfully repay debt. The stable outlook reflects Moody's expectation that EBITDA growth will result in improvements in pro forma credit metrics. Moody's anticipates that the company's margins will benefit from lower bad debt expense as individuals gain coverage under the Affordable Care Act. Moody's also expects synergies from the combination of the two companies to begin to be realized in 2014 but that reinvestment in the business through capital expenditures and continued pursuit of acquisitions will limit free cash flow. Given that Moody's anticipates improvement in the credit metrics from pro forma levels throughout 2014, an upgrade of the rating in the near term is not expected. However, the rating could be upgraded if the company is able to reduce and maintain leverage below 4.0 times. Moody's could downgrade the rating if the company fails to see the expected improvements in operating performance, experiences disruptions in the integration of the Vanguard operations or increases leverage for acquisitions or shareholder initiatives such that debt to EBITDA will be sustained above 5.0 times. Moody's could also downgrade the rating if free cash flow, prior to discretionary reinvestment in the business, is expected to be negative. The principal methodology used in this rating was the Global Healthcare Service Providers 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. Tenet, headquartered in Dallas, Texas, is one of the largest for- profit hospital operators by revenues. At June 30, 2013 the company's subsidiaries operated 49 hospitals as well as 126 outpatient centers. The company also offers other services, including revenue cycle management, health care information management and patient communications services. Tenet generated revenue of approximately $9.4 billion for the twelve months ended June 30, 2013 after considering the provision for doubtful accounts. Vanguard owns and operates 28 acute care and specialty hospitals and complementary facilities and services in metropolitan Chicago, Illinois; metropolitan Phoenix, Arizona; metropolitan Detroit, Michigan; San Antonio, Texas; Harlingen and Brownsville, Texas; and Worcester and metropolitan Boston, Massachusetts. Vanguard Health recognized revenue, net of the provision for bad debt, of approximately $6.0 billion for the fiscal year ended June 30, 2013. TENET HEALTHCARE: S&P Rates New $1.8BB Sr. Secured Notes 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' issue-level rating to Tenet Healthcare Corp.'s proposed $1.8 billion senior secured notes due 2019, with a '2' recovery rating, indicating prospects of substantial recovery (70%-90%) of principal in the event of a default. In addition, S&P assigned its 'CCC+' rating to Tenet's proposed $2.8 billion senior unsecured notes due 2021, with a '6' recovery rating, indicating prospects of negligible recovery (0%-10%)of principal in the event of a default. The 'B' corporate credit rating is unchanged. S&P affirmed this rating on June 26, 2013, after Tenet announced its pending acquisition of Vanguard Health Systems Inc. The new notes, which will finance the company's pending acquisition of Vanguard, will increase debt leverage to about 6x. S&P's ratings on Dallas-based Tenet reflect its "weak" business risk profile highlighted by reimbursement risk and some reliance on its top three states for nearly half of total revenues. In addition, Tenet operates in several large markets that S&P believes are competitive. S&P incorporated its expectation that adjusted debt leverage will remain above 5x into its revision of the company's financial risk profile to "highly leveraged" from "aggressive". Significant capacity on its revolving credit facility and lack of covenant pressure support its "adequate" liquidity. RATINGS LIST Tenet Healthcare Corp. Corporate credit rating B/Stable/-- New Ratings Tenet Healthcare Corp. $1.8B senior secured notes due 2019 B+ Recovery rating 2 $2.8B senior unsecured notes due 2021 CCC+ Recovery rating 6 TRIAD GUARANTY: Court Enters Order on Equity Transfer Procedures ---------------------------------------------------------------- Womble Carlyle Sandridge & Rice, LLP on Sept. 10 disclosed that the United States Bankruptcy Court for the District of Delaware has entered a second interim order that establishes procedures for certain transfers of equity interests in Triad Guaranty Inc. and the taking or implementing of certain other actions affecting the interests of Triad Guaranty Inc. A copy of the second interim order is available at the website of the United States Bankruptcy Court for the District of Delaware at http://www.deb.uscourts.gov (a PACER login and password is required). The case number for Triad Guaranty Inc.'s bankruptcy case is 13-11452 (MFW). About Triad Guaranty Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC) -- http://www.triadguaranty.com/-- is a holding company that historically provided private mortgage insurance coverage in the United States through its wholly-owned subsidiary, Triad Guaranty Insurance Corporation. TGIC is a nationwide mortgage insurer pursuing a run-off of its existing in-force book of business. In December 2012, the Company's mortgage insurer subsidiary, Triad Guaranty Insurance Corporation, was placed into rehabilitation, whereby the Illinois Department of Insurance was vested with possession and control over all of TGIC's assets and operations. On May 30, 2013, the magistrate judge for the U.S. District Court of the Middle District of North Carolina issued an order denying the Company's motion to dismiss a class action lawsuit against the company and two of its former officers. Shareholders filed the class action suit in 2009, claiming the company misled investors about poor financial results caused by improper underwriting procedures. Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11452) on June 3, 2013. The Company estimated assets of at least $100 million and liabilities of less than $50,000. Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as counsel to the Debtor. The Debtor said in court filings that it has no significant operating activities, and has limited remaining cash and other assets on hand. The Debtor has been exploring various strategic alternatives, and will continue to do so from and after the Petition Date. The Debtor said that expenses primarily consist of legal fees, fees paid to its board, annual premiums for directors' and officers' liability insurance and general operating expenses. The expenses range from $100,000 to $500,000 per quarter. Unless the expenses are reduced, the Debtor expects to deplete all of its remaining cash by the end of 2013 or earlier. UNIVAR INC: Moody's Revises Outlook to Negative Over High Debt -------------------------------------------------------------- Moody's Investors Service has changed the outlook on Univar Inc.'s ratings to negative and affirmed the B2 Corporate Family Rating and term loan ratings. The change in outlook reflects further weakness in its operating performance, which will prevent credit metrics from returning to levels that fully support the B2 CFR in the near-term. The following summarizes the ratings activity: Univar Inc. Ratings Affirmed: Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD Senior Secured Term Loan B due 2017 -- B2 (LGD4, 51%) from B2 (LGD4, 50%) Senior Secured Euro Term Loan B due 2017 -- B2 (LGD4, 51%) from B2 (LGD4, 50%) Outlook changed to Negative from Stable Rating Rationale: The move to a negative outlook reflects the company's high leverage, which it is not likely to reduce to levels more typical of a B2 CFR in the near-term, a lagging economic environment and declines in certain key markets that have impacted Univar's revenue growth and pressured profit margins. The company has lowered its calendar year 2013 profit estimates after reporting each of the first and second quarters operating results. To improve profitability, Univar is now focused on cutting costs, organic growth opportunities and integration of the Magnablend and Quimicompuestos acquisitions. Implementation of a new ERP system has been put on hold as have further potential acquisitions. The ratings could be downgraded if Univar does not demonstrate meaningful improvement in profitability over the next six months, reversing the trend of year over year declines in profits experienced in the first half 2013. Univar's ratings could also be downgraded if there is a meaningful and sustained decline in liquidity. Univar has good liquidity supported by its cash flow from operations, cash balances ($204 million as of June 30, 2013) and unused capacity under its revolver. Cash flow from operations (before Moody's standard analytical adjustments) was $173 million for the twelve months ended June 30, 2013. The company's $1.4 billion ABL revolver due 2018, used by its US and Canadian operations, had $817 million of unused availability as of June 30, 2013. Under the revolving credit agreement, the company has a springing fixed charge coverage ratio (FCCR). In order to have access to the last 12.5% of the face amount of the US facility or combined borrowing base, the company would be required to maintain a FCCR in excess of 1.00:1.00 (1.1x as of June 30, 2013). The company believes it will maintain a ratio in excess of 1.0x through 2013-2014. Currently, the ABL revolver due 2018 and the term loan agreement do not have maintenance financial covenants. The company has a favorable debt maturity profile, with no near- term debt maturities and amortization payments totaling approximately $28 million per year on the term loan. Additionally, the term loan agreement requires that excess cash flow be used to repay the term loan; the applicable percentage is a function of the leverage. Capital expenditures are expected to decline in the second half 2013 as a result of the company halting the implementation of a new ERP system. Univar's B2 CFR reflects its modest operating margins (albeit typical for a chemicals distributor) that allow for a minimal cushion in its highly leveraged situation, an underperforming European business with regional concentration, a product mix in the US weighted towards commodity chemicals, its history of inconsistent free cash flow generation (as cash flow has been invested in working capital to support sales growth), and working capital seasonality associated with the company's agricultural chemicals distribution business in Canada that will require the company to borrow additional funds on a seasonal basis. The ratings favorably recognize Univar's leading market share in North America and large market share in Europe, economies of scale, long-lived customer and supplier relationships with minimal concentration, favorable industry trends in outsourcing to distributors that has resulted in the distribution business growing faster than overall chemicals sales, the relatively stable nature of the firm's historical EBITDA generation, and relatively modest maintenance capital expenditure requirements. The principal methodology used in rating Univar was the Global Chemical Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Univar Inc. is one of the largest distributors of industrial chemicals and providers of related services, operating approximately 260 distribution centers to service a diverse set of end markets in the US, Canada and Europe. The company was taken private in October 2007, and is currently majority owned by funds managed by CVC Capital Partners and Clayton, Dubilier & Rice, LLC. The company had revenues of $9.9 billion for the twelve months ended June 30, 2013. VANTAGE PIPELINE: Moody's Rates New $225MM Senior Term Loan 'Ba2' ----------------------------------------------------------------- Following the successful placement of Vantage Pipeline Canada ULC and Vantage Pipeline US LP 's $225 million 7 year senior secured term loan (Term Loan B) and the review of the final documentation, Moody's Investors Service assigned a definitive senior secured rating of Ba2 to Vantage Pipeline Term Loan B; the outlook is stable. Vantage Pipeline Canada ULC and Vantage Pipeline US LP cross guarantee each other's debt and the combined debt will be serviced from the combined net cash flows of both companies. Vantage Pipeline's Ba2 senior secured rating reflects the fact that, until additional ethane transportation contracts are entered into, 100% of Vantage Pipeline's revenues will be derived from NOVA Chemicals Corporation (LT Corporate Family Rating Ba1, stable outlook) and thus NOVA's rating acts as a constraint. Moody's expects that Vantage Pipeline will be well positioned to attract additional transportation agreements given that it connects an area of increasing ethane supply with one of growing supply shortages. In the meantime, NOVA has contracted for minimum volumes to be transported on the pipeline which, together with largely unsecured termination payments, should be sufficient to retire all the debt being issued by the end of the NOVA 10-year ethane transportation contract. While Vantage Pipeline remains exposed to some risks including an escalation of operating costs, availability risk, higher interest rates, and refinancing risk, Vantage Pipeline's ability to repay all the debt before the expiry of the NOVA contract is resilient to a number of downside scenarios due to the cash sweep mechanisms being implemented. Construction risk is deemed to be manageable given that a substantial portion of the pipeline is already built and that the asset is not complex to build. The outlook is stable reflecting the expectation that the construction will be completed on time and budget, the equity sponsors will continue to support the project in case of construction cost overruns and the minimum contracted volumes will underpin a stable debt service coverage ratio (DSCR) once the asset is in operations. The rating is unlikely to be upgraded until additional ethane transportation agreements are signed up and until the construction is completed. The rating could be downgraded if construction is delayed beyond December 31, 2013 without a corresponding agreement with NOVA to extend the construction completion deadline and without additional equity injections. Once in operation, the rating could be downgraded if the DSCR falls below 1.50x. The principal methodology used in this rating was the Generic Project Finance Methodology published in December 2010. Vantage Pipeline Canada ULC and Vantage Pipeline US LP together are constructing and own a pipeline to source ethane produced in North Dakota's Williston Basin and transport it to Alberta where it will be used as feedstock by NOVA at its Joffre petrochemical complex. Both entities are indirectly owned by Riverstone/Carlyle Global Energy and Power Fund IV L.P. (99%) and by management (1%). W.R. GRACE: FCR Wins Approval to Hire Orrick as Counsel ------------------------------------------------------- Roger Frankel, the court-appointed legal representative for future W.R. Grace claimants, received the green light from Judge Kevin Carey to hire Orrick Herrington & Sutcliffe LLP as his counsel. Mr. Frankel tapped the firm in connection with his appointment as legal representative for victims of asbestos exposure who may file claims against the company. Orrick will provide legal advice to Mr. Frankel concerning his duties as legal representative, prepare court papers on his behalf, and represent him at court hearings or other proceedings. The firm will also advise him concerning Grace's Chapter 11 reorganization plan, or any other plans that may be proposed in connection with the appeal of the court orders confirming the company's restructuring plan. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: FCR Has Consent for Phillips as Co-Counsel ------------------------------------------------------ Roger Frankel, the court-appointed legal representative for future W.R. Grace claimants, received the go-signal from Judge Kevin Carey to hire Phillips Goldman & Spence, P.A., as his Delaware co-counsel. Phillips will assist Orrick Herrington & Sutcliffe LLP, the firm tapped by Mr. Frankel to be his primary legal counsel, in preparing court papers in connection with W.R. Grace & Co.'s bankruptcy case. The firm will also provide legal advice to Mr. Frankel concerning his duties, and advise him concerning the company's Chapter 11 reorganization plan or any other plan that may be proposed. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: FCR Wins Approval to Hire Lincoln as Adviser -------------------------------------------------------- Judge Kevin Carey authorized Roger Frankel, the court-appointed legal representative for future W.R. Grace claimants, to retain Lincoln Partners Advisors LLC as his financial adviser. Lincoln will assist Mr. Frankel in reviewing the conduct and financial condition of W.R. Grace & Co. The firm will also advise him concerning the company's Chapter 11 reorganization plan or any other plan, and evaluate the financial effect of the implementation of that plan to the assets or securities of the company. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). WHITING PETROLEUM: $1.8-Bil. Sr. Notes Get Moody's Ba2 Rating ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Whiting Petroleum Corporation's proposed $1.8 billion of senior unsecured notes. At the same time, Moody's changed the rating outlook to positive from stable. Moody's also affirmed Whiting's Ba2 Corporate Family Rating, Ba3 rated senior subordinated notes, and Speculative Grade Liquidity (SGL) rating at SGL-2. The proceeds from the proposed notes will be used to redeem Whiting's existing $250 million senior subordinated notes on or prior to their maturity on February 1, 2014, to repay all drawings under its revolving credit facility, to fund a $260 million acquisition in the Williston Basin, and to pre-fund its capital expenditure program through 2014. Assignments: Issuer: Whiting Petroleum Corporation Senior Unsecured Bonds, Assigned Ba2 (LGD4, 59%) Affirmations: Issuer: Whiting Petroleum Corporation Corporate Family Rating, Affirmed at Ba2 Probability of Default Rating, Affirmed at Ba2-PD Senior Subordinated Regular Bond, Affirmed at Ba3 (LGD5, 85%) Speculative Grade Liquidity rating of SGL-2 Ratings Rationale: "Whiting's positive outlook reflects the company's favorable production and reserve growth outlook, with a high proportion of high margin oil production," commented Gretchen French, Moody's Vice President. "Although the proposed bond transaction will increase Whiting's financial leverage, it will also improve its liquidity profile, and we expect production and reserve growth over the next 12-18 months will improve financial leverage metrics to a level more commensurate with a Ba1 rating." The Ba2 rating on the proposed senior unsecured notes reflects both the overall probability of default of Whiting, to which Moody's assigns a Probability of Default rating of Ba2-PD, and a loss given default of LGD4 (59%). The rating on the proposed notes are in line with the Ba2 CFR, reflecting the large size of this notes offering relative to the reduced commitment size of the revolving credit facility at $1.2 billion and the notes senior position to Whiting's remaining $350 million in subordinated debt. The Ba2 CFR is supported by Whiting's relatively geographically diverse asset base, with different types of reservoirs and risk profiles, in conjunction with its long reserve life and demonstrated track record in growing production organically with good returns. The rating is restrained by the company's persistent negative free cash flow generation and increased debt levels. In addition to repaying its $250 million senior subordinated notes due February, 2014 and the outstanding borrowings under its revolver, this notes offering will allow Whiting to fund its near term capital spending program and its announced acquisition of assets in the Williston Basin for $260 million, targeting the Middle Bakken and Three Forks zones. These assets are very oily: 85% of the 17.1 million barrels of oil equivalent (boe) of reserves in this acquisition are comprised of oil. Whiting will outspend internally generated cash flows through 2014, but Moody's expects that the proceeds from the notes offering will allow the company to fund the shortfall with only nominal drawings on its revolver. Whiting's pro forma liquidity is good. At June 30, 2013, the company had $23 million of cash on hand and $1.7 billion outstanding on its borrowing base revolving credit facility. Pro forma for the notes offering, the Williston Basin acquisition, and the Postle asset sale, Whiting's revolver will be fully undrawn with a commitment size of $1.2 billion (borrowing base of $2.15 billion). In addition, pro forma cash balances will increase to $393 million. With capital expenditures expected to be in excess of cash flow through 2014, Moody's expects Whiting to rely on pro forma cash balances and its revolver to fund expected shortfalls. Whiting's ratings could be upgraded if the company continues to successfully grow reserves and production relative to debt levels. Should average daily production meaningfully and consistently exceed 100,000 boe per day and debt to average daily production trending under $30,000 per boe. Alternatively, the ratings could be downgraded if Whiting were to experience weaker than expected reserve and production growth, or if the company continues to outspend internally generated cash flow, causing debt to average daily production to exceed $35,000 per boe on a consistent basis. 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. Whiting Petroleum Corporation is an independent exploration and production company headquartered in Denver, Colorado. WHITING PETROLEUM: S&P Rates $900MM Sr. Unsecured Notes 'BB+' ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB+' issue-level rating (in line with the corporate credit rating) to Denver, Co.-based oil and gas exploration and production company Whiting Petroleum Corp.'s proposed $900 million senior unsecured notes maturing in 2019 and its proposed $900 million in senior unsecured notes maturing in 2021. The recovery rating on both issues is '4', indicating S&P's expectation of average (30% to 50%) recovery to creditors in the event of a payment default. The recovery valuation would allow Whiting to increase its offering to a maximum of $2.5 billion without the potential of negatively affecting senior unsecured ratings. At the same time, S&P has lowered its issue-level rating on Whiting's existing senior subordinated notes ($250 million maturing in 2014 and $350 million maturing in 2018) to 'BB-' from 'BB+', reflecting the proposed issuance of higher priority debt. The recovery rating on the subordinated notes has been revised to '6' from '4', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. Whiting intends to use the net proceeds to repay all amounts borrowed under its credit facility ($1.1 billion as of Sept. 6, 2013), to fund its recently announced $260 million acquisition of properties in the Williston Basin; to retire its $250 million of senior subordinated notes maturing in 2014; and for general corporate purposes, including capital expenditures. Upon completion of the offering, the company intends to reduce the commitments under its credit facility to $1.2 billion from $2.15 billion. The ratings on Whiting reflect S&P's view of its "fair" business risk, "intermediate" financial risk, and "adequate" liquidity. The ratings reflect Whiting's large acreage position in the Williston Basin (North Dakota), a production and reserve mix weighted toward high-priced oil, a low percentage of proved undeveloped (PUD) reserves, and the company's low debt leverage. The ratings also reflect Whiting's above-average operating costs, the risk of meaningful unfavorable oil price differentials in the Williston Basin, and S&P's estimate that the company will outspend funds from operations (FFO) in 2013 and 2014. Ratings List Whiting Petroleum Corp. Corporate credit rating BB+/Stable/-- New Rating $900 mil. sr unsecd notes due 2019 BB+ Recovery rating 4 $900 mil. sr unsecd notes due 2021 BB+ Recovery rating 4 To From Rating Lowered Whiting Petroleum Corp. $250 million sr subordinated notes due 2014 BB- BB+ Recovery rating 6 4 $350 million sr subordinated notes due 2018) BB- BB+' Recovery rating 6 4 WINDSTREAM HOLDINGS: S&P Assigns 'BB-' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' corporate credit rating to Windstream Holdings Inc., a newly- formed parent entity of Little Rock, Ark.-based wireline telecommunications provider Windstream Corp. The outlook is stable. At the same time, S&P withdrew the corporate credit rating on Windstream Corp. and affirmed all issue-level ratings on the company's debt. "The ratings on Windstream reflect our view of its fair business risk profile and aggressive financial risk profile," said Standard & Poor's credit analyst Allyn Arden. Key business risk factors include its solid position as a provider of local and long-distance telecommunications services in less- competitive rural markets, modest growth from data services, and good profitability. These factors are at least partially overshadowed by industry-wide competitive pressures from wireless substitution and cable telephone. S&P expects these industry-wide pressures to continue to hurt Windstream's overall operating and financial performance, despite modest growth in business services. S&P's financial risk assessment is primarily based on the company's aggressive shareholder-oriented financial policy with a commitment to a substantial dividend, which limits debt reduction, and high leverage with total debt to EBITDA of about 4.2x as of June 30, 2013. Moreover, the company has a track record of partially funding acquisitions with debt. The outlook is stable. S&P expects operating trends to remain steady over the next year, though it do not expect any improvement in leverage given the company's aggressive financial policy, including a dividend that consumes nearly all FOCF. S&P could lower the ratings if operating trends deteriorate. This could occur if, for example, access-line losses were to spike higher, if revenues from DSL services or business customers started declining, or if the company made a large debt-financed acquisition that resulted in leverage rising to the 5x area on a sustained basis. A near-term upgrade is unlikely given Windstream's financial policy, which includes a large dividend and the potential for additional debt-financed acquisitions. These factors could make it challenging for the company to achieve leverage in the low-3x area, a threshold that would support an upgrade given S&P's current business risk assessment. * Judge Calls for Expansion of Judicial Workforce ------------------------------------------------- Judge Timothy M. Tymkovich, chair of the Judicial Conference Committee on Judicial Resources, appeared before the Senate Judiciary Subcommittee on Bankruptcy and the Courts, to testify on the Article III judgeship needs of the federal Judiciary and the process used to determine judgeship needs. "Over the last 20 years the Judicial Conference has developed, adjusted, and refined the process for evaluating and recommending judgeship needs in response to both judiciary and congressional concerns," Judge Tymkovich told the subcommittee. Every other year, the Conference conducts a survey of the judgeship needs of the courts of appeals and district courts. The latest survey was completed in March 2013 and the Conference has recommended that Congress establish 91 new judgeships in the courts of appeals and district courts. The Conference also recommended that eight existing temporary district court judgeships be converted to permanent status. "The Conference attempts to balance the need to control growth and the need to seek resources that are appropriate to the Judiciary's caseload,"? Judge Tymkovich said. "In an effort to implement that policy, we have requested far fewer judgeships than the caseload increases and other factors would suggest are now required."? Nevertheless, many of the current judgeship recommendations reflect needs that have existed since the last omnibus judgeship bill was enacted in 1990. Since that time, filings have risen 39 percent in federal district courts, and 34 percent in the courts of appeals. There are 28 district courts with caseloads exceeding 500 weighted filings per judgeship, and more than half of these courts have caseloads in excess of 600 per judgeship. In each appellate court in which the Conference recommends additional judgeships, the caseload levels substantially exceed the standard, averaging over 700 adjusted filings per panel. Weighted filings statistics account for the different amounts of time judges require to resolve various types of cases. However, weighted filings alone do not determine where the Judicial Conference recommends the creation of new judgeships. "Before a judgeship recommendation is transmitted to Congress, it undergoes careful consideration and review at six levels within the Judiciary," Judge Tymkovich told the subcommittee. He described a process in which courts requesting additional judgeships are asked about their efforts to make use of all available resources, including their use of senior and magistrate judges, the assignment of judges from outside and within the circuit to provide short-term relief, and the use of alternative dispute resolution. Caseload statistics are considered and weighed with other court-specific information to arrive at a sound measurement of each court's judgeship needs. "While the Judicial Conference feels strongly that each of these judgeship recommendations are justified due to the growing workload in these courts, Judge Tymkovich said, "it is cognizant of the current economic realities and the prospective cost associated with the proposal."? He acknowledged that prioritization within the recommendations may be necessary. The Federal Judgeship Act of 2013, S. 1385, was introduced July 30, 2013, by Senators Christopher Coons (D-Del.) and Patrick Leahy(D-VT), and reflects the Judicial Conference Article III judgeship recommendations transmitted to Congress * Senator Requests Probe of New Bankruptcy Fee Rules ---------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that Sen. Chuck Grassley (R., Iowa) is requesting a probe into the Department of Justice's initiative to overhaul how attorneys are paid in large Chapter 11 cases. According to the report, starting Nov. 1, attorneys representing large corporate debtors in Chapter 11 will be subject to additional disclosures and rules when it comes time to submit their legal fees for bankruptcy-court approval. The Justice Department's bankruptcy watchdogs at the U.S. Trustee Program are behind the fee guidelines, which officials hope will combat the perception that lawyers take advantage of a company's crisis to charge expensive fees. In a letter dated Sept. 9, Mr. Grassley asked Congress's investigative arm, the U.S. Government Accountability Office, to review whether the new fee guidelines will "prevent excessive fees in the future and, if not whether legislation is needed to address this problem." "It is imperative, in a court of equity like the bankruptcy court, that Congress monitor whether large corporate cases are ?cash cows' for certain professionals at the expense of creditors and debtors alike, thereby subverting Congressional intent," Mr. Grassley wrote in the letter, the WSJ report related. Attorney fees are one of many hot-button issues in bankruptcy, and Mr. Grassley's letter referenced another: venue, the report said. Bankruptcy laws afford companies great flexibility to choose where they seek protection, and critics say lawyers push companies to file in a venue where $1,000 (or higher) hourly fees are the norm. Mr. Grassley asked the GAO to review "whether certain jurisdictions maintain lax standards that encourage excessive fees." * CFTC Signals It May Tighten Rules on High-Speed Trading --------------------------------------------------------- Dina ElBoghdady, writing for The Washington Post, reported that federal regulators signaled on Sept. 9 that they may more strictly oversee the high-speed trading that's come to dominate financial markets and impose risk controls in response to a series of market-disrupting technology glitches. According to the report, the 137-page "concept release" from the Commodity Futures Trading Commission comes at a time when regulators are struggling to cope with a technological revolution that has transformed trading from a human-centric endeavor to one driven by computers that execute orders at blink-of-an-eye speeds -- sometimes with disastrous results. One of the most harrowing was the May 2010 "flash crash," when the stock market plunged nearly 1,000 points in minutes, then whipped back up, the report related. Other high-profile glitches ensued, including the runaway trades linked to faulty computers at Knight Capital last year. Technical problems halted trading in Nasdaq- listed stocks for more than three hours two weeks ago, an issue that the exchanges have been summoned by the Securities and Exchange Commission to discuss Thursday. All these disruptions were cited in the CFTC document, which took nearly two years to complete, the report said. The commission unanimously approved it before releasing it to the public for comment. The document solicits input on more than 100 questions, including whether the government should intervene and impose risk controls on the industry. The commission acknowledged steps that the industry has taken to address some of its vulnerabilities, the report further related. But it said regulators should consider changes across the board. CFTC Commissioner Scott D. O'Malia asked if the government should "federalize" current industry practices. * FDIC Adopts Rule Change for U.S. Bank Branches in U.K. -------------------------------------------------------- Jesse Hamilton, writing for Bloomberg News, reported that the Federal Deposit Insurance Corp. approved a rule responding to concerns that commercial depositors in overseas branches of U.S. banks could be disadvantaged in the event of a lender's collapse. According to the report, FDIC board members meeting in Washington on Sept. 10 voted to adopt a measure responding to U.K. regulators' concern that U.S. banks favored domestic depositors over foreign-based account holders. The agency in February proposed that overseas branches of the U.S. companies make an FDIC-estimated $1 trillion in deposits payable in either country. "The final rule protects the Deposit Insurance Fund while at the same time recognizing both the FDIC's commitment to maintaining financial stability through the prompt payment of deposit insurance and the evolving nature of the global banking system," Chairman Martin Gruenberg said in a prepared statement before the unanimous vote, the report related. One of the FDIC's chief concerns was writing a rule that walls off the insurance fund from non-U.S. deposits, so the final proposal maintained a clear barrier, the report said. The adopted version was virtually unchanged from the February proposal. The rule is a revision of the agency's definition of "insured deposit" to make overseas accounts of corporate customers also payable in the U.S., the report further related. It puts foreign depositors who aren't covered by FDIC insurance in line ahead of general creditors in a liquidation. About 40 percent of such deposits are in the U.K., according to the FDIC. * Fitch: Global Cross Asset Default Activity Modest in 1st Half --------------------------------------------------------------- Global default rates in the first half of 2013 were either in line with or below first-half 2012 results across Fitch-rated major global asset categories, according to Fitch Ratings. Measured recovery in the U.S. and European housing markets as well as an improving U.S. economy laid the groundwork for modest cross asset default rates through the first half of this year. Eight corporate finance defaults were recorded in the first six months of 2013 - all speculative-grade issuers. The Fitch-rated corporate default rate through June was 0.29%, with a speculative- grade default rate of 0.95%. Fitch's one recorded sovereign default through June was Jamaica - the result of a distressed debt exchange (DDE). The sovereign issuer default rate was 0.97%. A missed payment on Detroit (MI) pension COPs (certificates of participation) in June accounted for a single speculative-grade default in the first half and brought the U.S. public finance sector's default rate for the period to 0.03%. There were no defaults among Fitch-rated international public finance issuers during the same period. The impairment rate across Fitch-rated global structured finance securities improved in first-half 2013, registering 1.5% versus 2.8% during the same period last year. Across investment-grade securities, the impairment rate was marginal, at 0.02%, compared with 4.1% at the non-investment-grade level. The complete study, 'Fitch Ratings Global Cross-Asset First-Half 2013 Default Update,' is available on Fitch's web site under Credit Market Research. The study contains default rate results by broad sector and region. * Mortgage Lenders, Home Buyers Feel Rate Squeeze ------------------------------------------------- Robin Sidel and Shayndi Raice, writing for The Wall Street Journal reported that a rise in interest rates is slamming homeowners' demand for mortgages, prompting large and midsize banks to cut jobs and warn investors of declining profitability in the home- loan business. According to the report, Wells Fargo & Co., the nation's largest mortgage company by loan value, on Sept. 9 told investors at a conference that it expects mortgage originations to drop nearly 30% in the third quarter to roughly $80 billion, down from $112 billion in the second quarter. J.P. Morgan Chase & Co., the largest U.S. bank as measured by assets, said during the conference sponsored by Barclays PLC that it expects to lose money on its mortgage-origination business in the second half of the year, the report related. On Aug. 29, Bank of America Corp., BAC +1.14% notified about 2,100 employees that they were being let go largely due to a decline in refinancing activity, said a bank spokesman. Mortgage originations include loans for home purchases and refinancing, the report said. Rates are rising on investor worries the Federal Reserve soon will take steps toward reducing an $85-billion-a-month bond-buying program designed to help stimulate the economy, the report further related. * Pressures on Smaller Spaces Offset Big Box Gains in Central NJ ---------------------------------------------------------------- After dropping from a 10-year high of 10.5% in 2011 to 9.1% in 2012, the retail vacancy rate along central New Jersey's major shopping corridors increased again to 9.8% this summer, according to R.J. Brunelli & Co., LLC, as progress in "big-box" spaces of 20,000 square feet or more was thwarted by growing closures of smaller shops. The Old Bridge-based retail real estate brokerage's 24th annual study of the central New Jersey market uncovered 2.95 million square feet of vacancies in the 30.22 million square feet of space studied along State Highways 1, 9, 18 and 35 in Mercer, Middlesex and Monmouth counties, and a small section of Ocean County. Improvements on Routes 1 and 18 were countered by rising vacancies along Routes 9 and 35. Over the last 10 years, the four corridors had their strongest performance in 2006, when the combined vacancy factor stood at just 3.4%. All told, availabilities were seen in 192 of the 796 sites visited throughout the region during this year's second quarter. The study evaluated shopping centers and freestanding buildings exceeding 2,000 square feet--including restaurants, auto service facilities and vacant auto dealerships whose location and configuration makes them viable for retail use. Regional malls and centers under construction or major redevelopment are excluded. When combined with the slight year-over-year decline in the vacancy factor for six northern New Jersey highways reported last week (to 8.1% from 8.2%), the overall vacancy rate for the 10 retail corridors surveyed by R.J. Brunelli in the central and northern parts of the state increased to 9.0% from 8.7% in 2012. The firm found a total of 5.35 million square feet of empty space in the 59.71 million square feet reviewed, with big-box spaces representing 2.15 million square feet, or 42.1%, of the vacancies. "For central New Jersey, the encouraging news over the past 12 months was the net absorption of over 225,000 square feet of big- box vacancies, including some that lingered on the market for years," said Richard J. Brunelli, president of the firm. "But even as a still-too-high big-box inventory continues to shrink, that positive trend is being countered by growing numbers of smaller-store vacancies up and down the region's corridors. As we saw in northern New Jersey, much of the small-space woes can be attributed to a combination of unprofitable or marginally profitable tenants shutting their doors as leases expire and the inability of small chains, mom & pops and franchisees to take advantage of those vacancies because financing for new ventures or business expansion remains so difficult to get. Until the economy improves and banks genuinely start to loosen the spigots, it will be difficult to make much of a dent in the small store inventory." In terms of the region's big-box inventory, a total of 1.09 million square feet remained available, amounting to 39.1% of the corridors' vacant space, down from a 47.1% share in 2012 and 54.5% in the firm's 2012 survey. "Landlords have been able to find newcomers for well-located properties, but others remain difficult to fill, underscored by the fact that approximately 74% of the region's vacant big-box space has been on the market for three years or more," Mr. Brunelli noted. Among the notable absorptions, two of the corridors' four Pathmark sites were taken, with market newcomer Hobby Lobby opening in the 61,400-square-foot space at Marlboro Plaza on Route 9 and the new Lowes Express concept debuting in 49,500 square feet on Route 35 in Wall Township. Former Pathmarks on Route 1 in North Brunswick and Route 35 in Middletown remain on the market. Both of the corridors' remaining Borders spaces were absorbed, with DSW Shoes taking the 24,400-square-foot space on Route 35 in Eatontown in a deal brokered by R.J. Brunelli and Buy Buy Baby leasing the 28,100-square-foot store in Nassau Park on Route 1 in the Princeton area. Buy Buy Baby, meanwhile, also opened in another former bookstore, taking the 22,200-square Barnes & Noble space at Consumer Square on Route 36 in West Long Branch. Of the region's three remaining Linens 'n Things sites, Big Lots leased the 40,900-square-foot store at Woodbridge Crossing on Route 1 and the 28,800-square-foot space on the Freehold Raceway Mall ring road on Route 9, leaving another Route 9 location in Howell still on the block. Rounding out the notable bog-box deals completed over the last 12 months, Shop-Rite debuted in 80,000 square feet at Bayshore Plaza on Route 35 in Hazlet, combining the center's former Foodtown with a long-vacant children's apparel superstore; the 29,400-square-foot former P.C. Richard building in Edison Woods on Route 1 was subdivided between two growing national retailers: Dollar Tree and The Tile Shop; and Tuesday Morning opened in the 21,600-square-foot former Office Depot space on Route 9 in Howell. These absorptions were partially offset by two 'big box' closures over the past 12 months, both on Route 9: the 165,000-square-foot Lowes in Old Bridge and a 20,700-square-foot A.C. Moore in Howell. Another major space will become available On Route 9 in the months ahead when Kmart completes the going-out-of-business sale at its 68,000-square-foot location in Howell. Apart from the aforementioned problems with small spaces, the central region's vacancy rate also took a hit from a number of closures of operations in the 8,000- to 20,000-square-foot range, including Sears Auto centers on Route 9 in Old Bridge, Route 35 in Eatontown and Route 18 in East Brunswick (the latter, part of a Kmart store). Additionally, the January 2013 bankruptcy filing by Big M. Inc. (parent of Mandee, Annie Sez and Afaze) and subsequent acquisition of the chains by Canadian retailer YM Inc. led to selective closures of under-performing locations, including an Annie Sez at Woodbridge Crosspointe on Route 9 and Mandee stores on Route 1 in North Brunswick and Route 36 in Eatontown. Finally, three Fashion Bug stores were closed along the corridors by early this year after the new owners of Fashion Bug parent Charming Shoppes, Inc. decided to shutter the entire low-priced chain. These included locations in Hazlet, Freehold and Howell. Results for central New Jersey's individual roadways are as follows: Route 1. With conditions continuing to improve, the vacancy rate along the 30-mile corridor extending from Woodbridge to Trenton declined for the fifth straight year to 6.7% from 7.9% in 2011. The highway's vacancy factor over the past 10 years has ranged from a low of 2.4% in both 2006 and 2007 to a high of 9.5% in 2009. R.J Brunelli's 2013 study uncovered 577,266 square feet of vacancies in 8.59 million square feet, with availabilities in 29 of the roadway's 127 retail sites. With no new large store closings, the aforementioned deals for the highway's empty Linens 'n Things, P.C. Richard and Borders sites brought 'big-box' availabilities down to 296,772 square feet, or 51.4% of Route 1's total vacancies--well below the 65.5% ratio posted in 2012. Notably, 100% of the available big-box space has been on the market for at least three years. "Indicative of what can happen with well-located big-boxes, as part of its push into New Jersey, Hobby Lobby snapped up the 40,000-square-foot former Sports Authority space in Lawrenceville that was not vacant in out 2012 survey," Mr. Brunelli noted. R.J. Brunelli represented the landlord on the Hobby Lobby transaction. Route 18. The vacancy rate along the five-mile retail corridor in East Brunswick dropped for the third consecutive year to 11.4% from 12.9% in 2012 and the record-high of 22.1% in 2011. Over the last 10 years, the roadway has its best performance in 2005 with a vacancy factor of 4.0%. The firm's 2013 survey found 308,824 square feet of vacancies in the roadway's 2.71 million square feet of space, with availabilities in 24 of the 87 properties visited. Hibachi Grill took approximately 14,000 square feet of the 32,500- square-foot space that went dark in the 2012 study when Car-Khuff's Furniture closed. All of the 77,437 square feet of 'big-box' space left has been on the market for at least three years. In other news, work is under way on the redevelopment project that will bring an approximate 150,000-square-foot Wal-Mart supercenter to the site that previously housed 232,000 square-feet of vacant space divided between Sam's Club (which relocated to a bigger space on Route 1), the Route 18 Flea Market and an independent furniture store. Further south on Route 18, an additional Wal- Mart is reportedly coming to a former golf driving range site in Old Bridge. Route 9. With the effects of growing small-store vacancies and the aforementioned Lowes and A.C. Moore closings offsetting gains from the Hobby Lobby, Big Lots and Tuesday Morning openings, the vacancy rate along the 35-mile Woodbridge-to-Lakewood corridor rose to 8.6% from the 7.0% posted in both 2012 and 2011. Over the last 10 years, the highway's vacancy factor ranged from a low of 3.6% in 2008 to a high of 7.6% in 2009. R.J. Brunelli's latest study revealed 764,682 square feet of vacancies in the 8.91 million square feet evaluated, with availabilities seen in 63 of the 245 properties reviewed. Empty 'big-boxes' accounted for 269,000 square feet, or 35.2% of the roadway's vacancies, with 74% of those spaces empty for three years or more. On an encouraging note, Pagano Associates' long-awaited Marlboro Commons is well under way, with exclusive leasing agent R.J. Brunelli reporting that leases are signed or out for signature for 95% of the 100,000-square-foot center. The first of the tenants, a 14,500-square-foot Walgreens, opened this summer, with Ethan Allen and Verizon scheduled to follow this fall. Meanwhile, Whole Foods just began construction on its 40,000-square-foot building. The chain's first store in western Monmouth County is expected to open next spring along with two other national tenants that have leases out. Route 35. Closings of small shops and other spaces below 20,000 square feet overwhelmed strong progress on the "big-box" front to elevate the vacancy rate along the 25-mile Aberdeen to Brielle corridor to 13.0% from 11.2% in 2012 and the previous peak of 12.2% set in 2011. Over the last 10 years, the vacancy factor had been as low as 3.4% in 2006. The firm's 2013 survey found 1.30 million square feet of vacancies in the 10.0 million square feet studied, with availabilities in 76 of the 338 properties evaluated. The study area--which includes a section of Route 36, extending from its intersection with Route 35 in Eatontown, east to West Long Branch--has the most retail space of the 10 corridors evaluated by the firm each year in central and northern New Jersey. In the absence of large-store closings, the aforementioned openings of Shop-Rite, DSW. Lowes Express and Buy Buy Baby brought the "big-box" inventory down to 446,663 square feet, or 34.3% of the corridor's vacancies, compared with a 49.8% ratio in 2012. All of the remaining 'big-box' space has been on the market for at least three years. "Looking ahead, the Eatontown area could see its biggest surge in new space in years as proposed redevelopments of Fort Monmouth and a site currently occupied by a golf course on Route 36 could potentially add 500,000 square feet of retail in conjunction with new housing, office space, hotels and other uses being considered for the sites," said Mr. Brunelli. "We believe these properties will have few problems attracting interest from national big box tenants who have been unable to find suitable available space in the Eatontown area, which remains a very popular regional retail hub." For copies of R.J. Brunelli & Co.'s central or northern New Jersey studies, contact R.J. Brunelli & Co., 400 Perrine Road, Suite 405, Old Bridge, N.J., 08857; visit http://www.njretailrealty.comor call (732) 721-5800. * Jenner & Block Hires Ex-TARP Watchdog Barofsky ------------------------------------------------ Jenner & Block LLP is pleased to announce that Neil Barofsky, Esq. -- nbarofsky@jenner.com -- a former federal prosecutor who served as the chief watchdog of the historic $700 billion federal bailout adopted in response to the 2008 financial crisis, has joined its New York office as a partner in the firm's Litigation Department. He will be a member of the firm's practice groups in White Collar Defense and Investigations; Securities Litigation and Enforcement; and Government Controversies and Public Policy Litigation. Mr. Barofsky is an acclaimed trial lawyer who burnished a national reputation as a staunch advocate for accountability in our financial system. Confirmed by the Senate as the first Special Inspector General for the Troubled Asset Relief Program (TARP) in late 2008, he oversaw the creation and expansion of a law enforcement agency within the U.S. Treasury Department, which was charged by Congress to conduct criminal and civil investigations of fraud and abuse linked to the bailouts. Since leaving that post in 2011, Mr. Barofsky has been a noted commentator on a variety of issues at the intersection of economics, law, business and politics for Bloomberg TV and other media outlets. He documented his experiences in overseeing the TARP Program in his best-selling book, Bailout. Mr. Barofsky spent more than eight years as an Assistant United States Attorney in the Southern District of New York (SDNY), where he investigated and tried some of the most significant cases in the United States, including the successful investigation, trial and conviction of former Refco, Inc. officers of a $2.4 billion securities and accounting fraud, for which he received the Department of Justice's highest award for excellence in legal performance. He rose to be a Senior Trial Counsel and headed the Mortgage Fraud Group, a prosecutorial team that investigated and prosecuted all aspects of mortgage fraud, including those concerning the most complex financial instruments at the heart of the financial crisis. "Neil is a great fit for Jenner & Block. His background as a senior federal prosecutor in Manhattan and the TARP's inspector general has given him an unparalleled grasp of the most complex financial transactions of the last decade. He will undoubtedly enhance the firm's capabilities in securities and other litigation matters on behalf of hedge funds, private equity firms and other entities litigating over complex financial instruments," said Susan C. Levy, Esq. -- slevy@jenner.com -- Managing Partner of Jenner & Block. Jenner & Block's Chairman and the Examiner in the Lehman Brothers bankruptcy, Anton R. Valukas, Esq. -- avalukas@jenner.com -- said, "Neil's experience is simply unmatched. He offers our clients the judgment and credibility they require when dealing with the Justice Department, the Treasury Department, Congress, the SEC and other financial regulators. I'm delighted to welcome Neil to the firm." As the first Special Inspector General for TARP, Mr. Barofsky established an investigative office of more than 130 employees. Under his leadership, the office's investigations led to the recovery or avoided losses of more than $700 million, and to date have led to more than 100 fraud convictions. He implemented the office's audit division, whose acclaimed reports helped protect vital taxpayer interests. He has testified before Congress more than two dozen times. "Jenner & Block is an ideal platform where my practice can flourish because of its renowned litigation reputation, the iconic role it has played in issues surrounding the financial crisis and the firm's regular role in matters involving complex financial instruments. Most importantly, I wanted to work at a firm that shares my commitment to zealous advocacy of its clients and, as demonstrated in the Lehman examinership, a willingness to embrace the most challenging matters against the most difficult adversaries in the most demanding circumstances. I look forward to using my experiences as a prosecutor, as a financial regulator and as a trial lawyer to assist and defend clients who find themselves the subject of criminal and regulatory enforcement matters and also to representing clients in civil litigation, including those seeking redress for harm suffered in complex financial transactions," said Mr. Barofsky, currently a Senior Fellow for the Center on the Administration of Criminal Law at the New York University Law School. "I am also looking forward to following in the firm's tradition of service through examinerships and monitorships, as well as its demonstrated commitment to pro bono and community service. Jenner & Block is a perfect fit for me." Peter B. Pope, Esq.-- ppope@jenner.com -- co-chair of the firm's White Collar Defense and Investigations Practice, said, "With a focus on white collar defense and civil litigation -- particularly involving complex financial instruments -- Neil is a strong addition to our unique offering of a top-flight white collar practice with a compelling track record in complex civil litigation involving financial matters." Mr. Barofsky is a 1995 magna cum laude graduate of the New York University School of Law and a 1992 magna cum laude graduate of the University of Pennsylvania where he received undergraduate degrees from the Wharton School of Business and the College of Arts and Sciences. In the firm's New York Office, Mr. Barofsky will be joining leading white collar defense practitioners Peter Pope, former head of the New York State Attorney General's Criminal Division; Katya Jestin, Esq. -- kjestin@jenner.com -- former Assistant United States Attorney in Brooklyn; and Tony Barkow, Esq. -- abarkow@jenner.com -- former Assistant United States Attorney in Manhattan and Washington, D.C. In the arena of civil litigation involving complex financial instruments, he joins Richard Ziegler, Esq. -- rziegler@jenner.com -- the Office's Managing Partner, and Stephen Ascher, Esq. -- sascher@jenner.com -- a co-chair of the firm's Securities Litigation Practice. In May 2013, Messrs. Ziegler and Ascher won a civil trial against Bank of New York Mellon Trust, permitting firm client Chesapeake Energy Corp. to redeem $1.3 billion in high-yield bonds six years early, over the indenture trustee's objection, and last month resolved four years of litigation for firm client Brookfield Asset Management against AIG Financial Products over whether AIG's 2008 financial crisis terminated a $1.5 billion interest rate swap. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Oct. 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ Nov. 1, 2013 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Atlanta Marriott Marquis, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2, 2013 BEARD GROUP, INC. 20th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York, N.Y. Contact: 240-629-3300 or http://bankrupt.com/ Dec. 5-7, 2013 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Terranea Resort, Rancho Palos Verdes, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: Aug. 26, 2013 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2013. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***