/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130919.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 19, 2013, Vol. 17, No. 260 Headlines 1250 OCEANSIDE: Files First Amended Disclosure Statement ACCESS LIMOUSINE: Case Summary & 20 Largest Unsecured Creditors AFFIRMATIVE INSURANCE: Appoints McClure as CEO and Fonville as CFO AGFEED INDUSTRIES: Equity Committee Taps Gavin/Solmonese AGFEED INDUSTRIES: Creditors' Panel Hires Lowenstein as Counsel AGFEED INDUSTRIES: Creditors' Committee Taps Greenberg as Counsel AGFEED INDUSTRIES: Creditors' Committee Retains CohnReznick AGFEED INDUSTRIES: U.S. Trustee Seeks Probe of Chinese Farm Assets AIR CANADA: S&P Rates $400-Mil. First Lien Sr. Secured Notes 'B+' AMERICAN AIRLINES: 2nd Circuit Rules Against Make-Whole Payments AMERICAN AIRLINES: Judge Denies $20-Mil. Severance Pay to CEO AMERICAN AIRLINES: Fee Payment to Committee Members Approved AMERICAN AIRLINES: Timetable to Resolve Allegheny Claims Okayed AMERICAN AIRLINES: AE AFA Says Merger May Not Be Good for All AMERICAN AXLE: Amends Credit Agreement With JPMorgan ANCESTRY.COM INC: Moody's Hikes Senior Debt Rating to 'Ba2' ANGLO IRISH: Former Bank Customers Blast Chapter 15 Bid APOLLO MEDICAL: Incurs $1.5 Million Net Loss in July 31 Quarter ARCAPITA BANK: Emerges from Chapter 11 Reorganization ARMORWORKS ENTERPRISES: May Employ Arnold & Porter as OCP ASPEN GROUP: Incurs $1.1 Million Net Loss in July 31 Quarter ATARI INC: Has Until Dec. 31 to Decide on Headquarters Lease ATLS ACQUISITION: LMS Has Until Nov. 13 to Decide on Leases AUXILIUM PHARMACEUTICALS: Moody's Says Loan Increase Credit Neg. AVID TECHNOLOGY: NASDAQ Grants Request to Stay Stock Delisting BEAZER HOMES: Plans to Offer $200 Million Senior Notes BEAZER HOMES: Fitch Rates New $200-Mil. Sr. Unsecured Notes 'CCC+' BI-LO LLC: Moody's Ratings Unchanged Over Loan Upsizing BIONEUTRAL GROUP: Incurs $1.1-Mil. Net Loss in July 31 Quarter BRAND ENERGY: Clayton Acquisition No Impact on Moody's Ratings BROADWAY FINANCIAL: Regains Compliance with Nasdaq Bid Price Rule CENTRAL COVENTRY: Fire District Going Broke, Official Says CITIZEN REPUBLIC: Fitch Hikes ST Issuer Default Rating From 'B' COLONIAL BANCGROUP: Spars with FDIC over Meaning of Recent Rulings COMARCO INC: Incurs $794,000 Loss in July 31 Quarter COPYTELE INC: Reports $2.6 Million Net Loss in July 31 Quarter CORNERSTONE HOMES: LeClairRyan Approved as Committee Counsel CORNERSTONE HOMES: Sec. 341 Creditors Meeting Adjourned to Oct. 17 CRAVEN PROPERTIES: Hearing on Dismiss Motion Continued to Sept. 18 DATARAM CORP: Incurs $882K Net Loss in July 31 Quarter DELTA AIR: Fitch Affirms 'B+' Revenue Bonds Ratings DEWEY & LEBOEUF: Trustee Seeks $1.2MM in Latest Batch of Lawsuits DISPENSING DYNAMICS: S&P Revises Outlook & Affirms 'B-' CCR EAGLE'S VIEW: Case Summary & 20 Largest Unsecured Creditors EAST COAST: Court Denies MLIC Motion to Terminate Exclusivity EAST COAST: Shumaker Loop Employment as Special Counsel Denied EASTMAN KODAK: Patent Deal With OLED Co. Gets Court Approval ECOTALITY INC: Files Voluntary Chapter 11 Bankruptcy Petition ECOTALITY INC: Case Summary and 30 Largest Unsecured Creditors EDISON MISSION: Can Keep Co-Gen Plants With Chevron ELECTRIC MOBILE: Case Summary & 4 Unsecured Creditors EMERALD EXPOSITIONS: S&P Assigns 'B+' Corp. Credit Rating EMPIRE TODAY: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg. EXCEL MARITIME: Plan Might Fail at Confirmation, Judge Warns EXCEL MARITIME: Section 341(a) Meeting Adjourned to Oct. 1 EXCEL MARITIME: Committee Motion to Terminate Exclusivity Denied EXCEL MARITIME: Can Retain Jefferies as Investment Banker EXIDE TECHNOLOGIES: Panel Taps Ashurst for "Lien Review/Analysis" EXIDE TECHNOLOGIES: Creditors Have Until Oct. 31 to File Claims FRIENDFINDER NETWORKS: Files Voluntary Ch. 11 Bankruptcy Petitions FRIENDFINDER NETWORKS: Second-Lien Holders to Be New Owners FRIENDFINDER NETWORKS: Case Summary & 30 Top Unsecured Creditors FRIENDFINDER NETWORKS: Obtains Approval of Key Court Motions GMX RESOURCES: Merrill Lynch Still on The Hook for Class Action HARLAN LABORATORIES: S&P Lowers Corporate Credit Rating to 'CCC' HEALTHSOUTH CORP: Moody's Affirms Ba3 Corp. Family Rating HEALTHWAREHOUSE.COM INC: Scott M. Johnson Holds 8.7% Equity Stake HELIOS USA: In Receivership, Cuts 24 Jobs HERCULES OFFSHORE: Files Fleet Status Report as of September 15 HERCULES OFFSHORE: Moody's Rates New $300MM Sr. Unsec. Notes 'B3' HERCULES OFFSHORE: S&P Assigns 'B' Rating to $300MM Sr. Notes HILTON WORLDWIDE: Moody's Assigns 'B1' CFR; Outlook Stable HILTON WORLDWIDE: S&P Assigns 'BB-' Corp. Credit Rating HOVNANIAN ENTERPRISES: Unit Completes Offering of $41.5MM Notes iGPS COMPANY: Court Approves Name Change to "Pallet Company LLC" INFORMATION RESOURCES: S&P Assigns 'B+' Rating to $617.5MM Loan INNKEEPERS USA: Chatham Announces Key Joint Venture Transactions INOVA TECHNOLOGY: Incurs $1.1 Million Net Loss in Fiscal Q1 INSPIREMD INC: Amends Report on Option Grant to Campbell Rogers INTELLICELL BIOSCIENCES: Incurs $4.1 Million Net Loss in 2012 J&J OILFIELD: Case Summary & 20 Largest Unsecured Creditors JAMES RIVER: Laid Off 525 Employees Over Weak Coal Markets JARDEN CORP: S&P Raises Corp. Credit Rating to BB; Outlook Stable JOSEPH M. H. LLC: Case Summary & 20 Largest Unsecured Creditors JOURNAL REGISTER: Wants Request for Case Dismissal Denied KERR FOREST: Updated Case Summary & Creditors' Lists LANDAUER HEALTHCARE: Carl Marks' Claster & Flynn Approved as CROs LANDAUER HEALTHCARE: Epiq Approved as Administrative Advisor LANDAUER HEALTHCARE: K&L Gates Okayed as Lead Bankruptcy Counsel LANDAUER HEALTHCARE: May Hire Young Conaway as Counsel LEHMAN BROTHERS: Freddie Mac's $1.2 Billion Claim Not Priority LEHMAN BROTHERS: Wants No "Priority" Status on Freddie Mac Claim LONE PINE: Interest Payment Default Cues Moody's to Cut CFR to Ca LSP MADISON: Moody's Affirms 'Ba2' Rating; Outlook Stable M. BHIKHA: Case Summary & 5 Largest Unsecured Creditors MERCANTILE BANCORP: Urges Approval for $23-Mil. Sale MONTREAL MAINE: U.S. Federal Railroad Admin. to Pay Legal Fees MULLIGAN MINT: Case Summary & 20 Largest Unsecured Creditors MPG OFFICE: BPO Extends Tender Offer Until Sept. 23 MSD PERFORMANCE: Hires Richards Layton as Local Delaware Counsel MSD PERFORMANCE: Taps SSG Advisors as Investment Banker MSD PERFORMANCE: Seeks to Hire Troutman Sanders as Special Counsel MSD PERFORMANCE: Employs Logan & Co. as Administrative Advisor NASSAU TOWER: Stipulation Okayed on Cash Collateral Use NEXSTAR BROADCASTING: 1st Lien Term Loan Gets Moody's Ba3 Rating NEW MILLENNIUM: Voluntary Chapter 11 Case Summary NEXSTAR BROADCASTING: S&P Affirms 'B+' CCR; Outlook Stable NITRO PETROLEUM: Incurs $18K Net Loss in July 31 Quarter NOCE REALTY: Case Summary & 4 Unsecured Creditors NORTHERN BEEF: Committee Can Hire Robbins Salomon as Lead Counsel NORTHERN BEEF: Has Interim OK to Incur $512,000 From White Oak OCEANIC INN: Case Summary & 20 Largest Unsecured Creditors OHANA GROUP: Wants Exclusivity Period Extended Until Dec. 2 ORECK CORP: Customers Seek to Lift Ch. 11 Stay for False Ad Suit PATRIOT COAL: Peabody Appeals Retiree Benefit Ruling PEM SYSTEMS: Case Summary & 20 Largest Unsecured Creditors POINT CENTER: Ch. 11 Trustee Can Employ GTFAS as His Accountant PRIUM SPOKANE: Estate Fully Administered, Bankruptcy Case Closed PROGRESSIVE CASUALTY: Suffers Setback in $11.5MM D&O Fight RAM OF EASTERN: Plan Confirmation Hearing Continued Until Nov. 21 RESIDENTIAL CAPITAL: Payment of Rust Consulting's Fees Okayed RESIDENTIAL CAPITAL: FGIC Settlement Approved RESIDENTIAL CAPITAL: Several Parties to Join Plan Discovery RESIDENTIAL CAPITAL: PNC Bank Claim Disallowed REVEL AC: Accused of Offering Bogus Refunds REVSTONE INDUSTRIES: Creditor Loses Bid to Convert Cases to Ch. 7 RICCO INC: Hiring Joe R. Pyle as Auctioneer to Assist in Sale ROGAN RR: Case Summary & 2 Unsecured Creditors RURAL METRO: November 6 Settlement Fairness Hearing Set RURAL/METRO CORP: Chapter 11 Plan Filed SALLY HOLDINGS: Good Performance Cues Moody's to Lift CFR to Ba2 SAVE MOST: Seeks Immediate Dismissal of Chapter 11 Case SAVE MOST: Exclusive Solicitation Period Extended Until Dec. 12 SCOOTER STORE: Closing, Loses Medicare Reimbursement SOUTHERN MONTANA: Chapter 11 Trustee Files Second Amended Plan SPINDLE INC: Incurs $862K Net Loss in Second Quarter SPIRIT REALTY: S&P Retains 'B' Corp. Credit Rating on CreditWatch SPRINGLEAF FINANCE: Fitch to Rate $150MM Unsecured Notes at 'B-' ST. GEORGES CRESCENT: Voluntary Chapter 11 Case Summary STANFORD GROUP: Proskauer Asks If Receiver Attys Shared Info TRANS ENERGY: Presented at Euro Pacific and Rodman Conferences UNI-PIXEL INC: Kevin Douglas No Longer a Shareholder at Sept. 10 UNIVERSAL COMPUTER: S&P Raises CCR to 'B+'; Outlook Stable VERMILLION INC: Appoints Dr. Eric Varma to Board of Directors VIGGLE INC: R. Sillerman Held 74.6% Equity Stake at Sept. 6 VORNADO REALTY: Fitch Views Resignations as Credit Positive VPR CORP: U.S. Trustee Seeks More Information on Asset Sales WCP WIRELESS: Fitch Affirms 'BB-' Rating on $50MM Class C Notes WORLD IMPORTS: Can Access Banks' Cash Collateral Until Oct. 11 WPCS INTERNATIONAL: Incurs $5.9 Million Net Loss in Fiscal Q1 * 3rd Circ. Nixes Atty Sanctions In Bankrupt Client Fee Row * Falcone's SEC Securities Ban Settlement Gets Approval * Law Firm Should Pay $36M For Malpractice, Jury Told * National Credit Default Rates Down in August 2013 * Shifting Grocery Business to Benefit Secured Lenders, PE Firms * Eight Lawyers Join Sidley Austin's Litigation Team as Partners * Roe Taroff's Steven Taitz Named to 2013 Super Lawyers List * Recent Small-Dollar & Individual Chapter 11 Filings ********* 1250 OCEANSIDE: Files First Amended Disclosure Statement -------------------------------------------------------- Debtors 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC; and Creditor Sun Kona Finance I, LLC, filed with the U.S. Bankruptcy Court for the District of Hawaii on Sept. 9, 2013, a First Amended Disclosure Statement for the Debtors' and SKFI's Joint Plan of Reorganization dated Aug. 15, 2013. The SKFI liens encumber substantially all of each of the Debtors' assets. According to the First Amended Disclosure Statement, the additional capital necessary to emerge from Chapter 11 will be provided by the exit loan from SKFI which will provide the Debtors with a line of credit of up to $65,000,000. Based on the Debtors' projections, the exit loan will allow the Debtor to pay its outstanding administrative claims and cure claims upon emergence, pay all other restructured debts as they become due, and will provide adequate working capital for the Debtors going forward. Class 3 (Allowed Red Hill Secured Claim), and each holder of an Allowed Equity Interest in Classes 13, 14, and 15 is deemed to reject the Plan as these Classes will receive no distribution under the Plan. The Allowed SKFI Secured Claim in Class 2 will be reduced to $40,000,000 and will be paid in full on or before Dec. 31, 2033, with interest at the published Applicable Federal Rate in effect on the Effective Date. The balance of the SKFI Claim in excess of $40,000,000 (approximately $587,166,000) will be released in full and will not participate in the unsecured creditors fund. Holders of allowed claims in Class 9 (Oceanside General Unsecured Claims, Class 10 (Front Nine General Unsecured Claims), and Class 11 (Pacific Star General Unsecured Claims) will each receive a Pro Rata Distribution form the Unsecured Creditors Fund. Holders of Allowed Claims in Class 9, 10 and 11 are entitled to vote to accept or reject the Plan. According to papers filed with the Court, the Plan Proponents do have control over the developer and financing. "Although the overall project is a partnership between entities owned by William A. Pope and Samuel Robson (Rob) Walton, the development team for the project will be provided by Mr. Pope and his company, SunChase Holdings, Inc." SunChase is a privately held investment company focused on investment, development, and sale of residential and commercial real estate, including large scale master planned communities. Mr. Walton is currently Chairman of Walmart, worldwide. The Proponents believe that SKFI and its principals have the capacity to provide the funding necessary to complete the Plan and the overall development of Hokuli'a successfully. A copy of the Plan Proponents' First Amended Disclosure Statement is available at http://bankrupt.com/misc/1250oceanside.doc384.pdf 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 replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent Creditor Sun Kona Finance I, LLC, as counsel. ACCESS LIMOUSINE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Access Limousine Service, Inc 48101-A St. Barnabas Road Temple Hills, MD 20748 Bankruptcy Case No.: 13-25615 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtor's Counsel: Diana L. Klein, Esq. KLEIN & ASSOCIATES, LLC 2450 Riva Road Annapolis, MD 21401 Tel: (443) 569-4574 Fax: (410) 573-1615 E-mail: klein-tp@hotmail.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/mdb13-25615.pdf The petition was signed by Keyvan Schokraie, president. AFFIRMATIVE INSURANCE: Appoints McClure as CEO and Fonville as CFO ------------------------------------------------------------------ Affirmative Insurance Holdings, Inc.'s Board of Directors voted to appoint its current acting chief executive officer, Michael J. McClure, age 53, to the position of chief executive officer. Mr. McClure's appointment to the position of CEO will be effective Oct. 1, 2013. Mr. McClure joined the Company in May 2007 as senior vice president of financial planning and analysis. In November 2007, Mr. McClure was promoted to Company's executive vice president and chief financial officer. In April 2013, Mr. McClure was appointed the Company's acting CEO to facilitate the transition of duties from the Company's current CEO, Gary Y. Kusumi. Prior to joining the Company, Mr. McClure was interim chief accounting officer and a managing director of Residential Capital Corporation from 2004 to May 2007. Mr. McClure is a Certified Public Accountant and holds an MBA in finance and business economics from the University of Chicago and a BBA in accounting from the University of Notre Dame. The Company's Board of Directors also voted to increase Mr. McClure's base salary to $650,000 per year, effective Oct. 1, 2013. The remaining terms and conditions of Mr. McClure's employment continue to be subject to his Second Amended and Restated Executive Employment Agreement, dated Jan. 7, 2011, and effective Dec. 1, 2010. On Sept. 10, 2013, the Company's Board of Directors elected Mr. McClure to the Company's Board of Directors, effective Sept. 10, 2013. Mr. McClure will serve on the executive committee of the Company's Board of Directors. Chief Financial Officer On Sept. 10, 2013, the Company's Board of Directors appointed Earl R. Fonville, age 49, to the position of chief financial officer. Mr. Fonville's appointment is effective immediately. Mr. Fonville joined the Company in August 2007 as vice president and corporate controller. In November 2008, Mr. Fonville was appointed the Company's chief accounting officer. Prior to joining the Company, Mr. Fonville was corporate controller for Glencoe U.S. Holdings, Inc., from November 2004 to July 2007. From May 2002 to October 2004, Mr. Fonville was Corporate Controller for Meadowbrook Insurance Group, Inc. Mr. Fonville holds an MS and a BBA in accounting from Harding University and is a Certified Public Accountant. The Company's Board of Directors also voted to increase Mr. Fonville's base salary to $300,000 per year, effective immediately. In his capacity as chief financial officer, Mr. Fonville will remain as the Company's principal accounting officer. About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. For the six months ended June 30, 2013, the Company reported a net loss of $4.76 million on $136.59 million of total revenues, as compared with a net loss of $14.17 million on $103.21 million of total revenues for the same period during the prior year. The Company's balance sheet at March 31, 2013, showed $392.86 million in total assets, $532.41 million in total liabilities and a $139.55 million total stockholders' deficit. AGFEED INDUSTRIES: Equity Committee Taps Gavin/Solmonese -------------------------------------------------------- The Official Committee of Equity Security Holders appointed in the Chapter 11 cases of AgFeed USA, LLC, et al., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain Gavin/Solmonese LLC as financial advisor. The current hourly rates of the primary members of the firm are as follows: Edward T. Gavin, CTP $600 Wayne P. Weitz $475 Ross B. Waetzman $375 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Gavin, a managing director and founding partner of Gavin/Solmonese LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Equity Committee's. A hearing on the retention application will be on Sept. 30, 2013, at 1:00 p.m. Objections are due Sept. 20. About AgFeed Industries AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. A three-member official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. AGFEED INDUSTRIES: Creditors' Panel Hires Lowenstein as Counsel --------------------------------------------------------------- Jugde Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the bankruptcy cases of AgFeed Industries, Inc. et al., to retain Lowenstein Sandler as counsel. The firm's rates are: Professional Rates ------------ ----- Partners $500-$985 Senior Counsel and Counsel $385-$685 Associates $275-$480 Paralegal and Assistants $160-$270 About AgFeed Industries AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. A three-member official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. Gavin/Solmonese LLC serves as the Equity Committee's financial advisor. AGFEED INDUSTRIES: Creditors' Committee Taps Greenberg as Counsel ----------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of AgFeed USA, LLC and its affiliated debtors, to retain Greenberg Traurig, LLP as co-counsel to the Committee, nunc pro tunc to July 23, 2013. The principal attorneys and paralegals proposed to represent the Committee will be paid based on these hourly rates: Professional Rate ------------ ---- Paul T. Fox $780 Matthew T. Gensburg 850 Nancy A. Peterman 850 Sandra G. M. Selzer 585 Elizabeth Thomas 260 Carla Greenberg 150 Other attorneys and paralegals will render service to the Committee as needed and will be paid based on these hourly rates: Professional Rate ------------ ---- Shareholders $335 to $1,145 Of Counsel $325 to $1,050 Associates $300 to $725 Paralegals $95 to $335 About AgFeed Industries AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. A three-member official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. Gavin/Solmonese LLC serves as the Equity Committee's financial advisor. AGFEED INDUSTRIES: Creditors' Committee Retains CohnReznick ----------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of AgFeed USA, LLC, et al., to retain CohnReznick LLP as its financial advisor, nunc pro tunc to July 25, 2013. The firm will be paid the following hourly rates: Partners/Senior Partner $585 to $800 Managers/Senior Managers/Directors $435 to $620 Other Professional Staff $275 to $410 Paraprofessionals $185 The firm will also be reimbursed for any necessary out-of-pocket expenses. About AgFeed Industries AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. A three-member official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. Gavin/Solmonese LLC serves as the Equity Committee's financial advisor. AGFEED INDUSTRIES: U.S. Trustee Seeks Probe of Chinese Farm Assets ------------------------------------------------------------------ Katy Stech, writing for DBR Small Cap, reported that a bankruptcy- court watchdog wants to investigate where AgFeed Industries Inc.'s $70 million hog farm investment in China went, stating that shareholders deserve the full story behind what a former executive detailed as widespread mismanagement of the company's overseas business. AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. AIR CANADA: S&P Rates $400-Mil. First Lien Sr. Secured Notes 'B+' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' issue-level rating and a '1' recovery rating to Air Canada's proposed US$400 million first-lien senior secured notes due 2019. A '1' recovery rating indicates that lenders could expect very high (90%-100%) recovery in the event of default. S&P understands that net proceeds from the proposed notes, combined with the concurrent offerings of the proposed C$300 million senior secured notes due 2019, US$300 million senior second-lien notes due 2020, and US$300 million first-lien 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 proposed 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$400 million sr secured notes due 2019 B+ Recovery rating 1 AMERICAN AIRLINES: 2nd Circuit Rules Against Make-Whole Payments ---------------------------------------------------------------- The U.S. Court of Appeals for the Second Circuit affirmed a bankruptcy judge's ruling that allowed American Airlines Inc.'s parent AMR Corp. to repay more than $1.3 billion in debt without paying a so-called make-whole premium. In a 52-page ruling dated Sept. 12, 2013, a three-judge panel in the Second Circuit composed of Judge Debra Ann Livingston, Judge Gerard E. Lynch, and Judge Raymond J. Lohier, Jr., said it agrees with Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York that there is no make-whole owing when there is a default resulting from bankruptcy. "We agree with the bankruptcy court that American's voluntary petition for bankruptcy was an event of default under section 4.01(g) of the indentures," the Second Circuit said, referring to the contracts made between the carrier and U.S. Bank N.A. in connection with the financing of its aircraft. "In this circumstance where a section 4.01(g) event of default has occurred resulting in the automatic acceleration of the debt, the indentures provide that no make-whole amount is due," the Second Circuit said. A make-whole is designed to compensate the lender for interest and other payments lost if borrowers pay off their debt earlier than expected. The Second Circuit also said that as of the filing of their bankruptcy petition, AMR and its regional carrier had the contractual right under the indentures to repay their accelerated debt without the make-whole. "Any attempt by U.S. Bank to rescind acceleration now after the automatic stay has taken effect is an effort to affect American's contract rights, and thus the property of the estate," the Second Circuit added. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the Second Circuit's ruling sheds light on Section 1110(a) of the Bankruptcy Code, giving special protections to aircraft owners or lenders with mortgages on aircraft. The opinion, Mr. Rochelle said, was important for AMR because it allows the company to refinance debt at lower interest rates. When the controversy began in 2012, AMR said refinancing without the make-whole would save $200 million, Mr. Rochelle recalled. U.S. Bank, which represents holders of $1.3 billion in debt, had argued that it can rescind the acceleration of the debt, obliging the companies to pay the make-whole. The bank also said that Judge Lane erred in concluding that the rescission is barred by the automatic stay, an injunction that halts actions by creditors against a company in bankruptcy protection. Meanwhile, the bondholders, in asserting their position, had argued that the parent of American Airlines is required by Section 1110 of the Bankruptcy Code to perform "all obligations" under the loan documents as a condition to retaining the aircraft. They interpret those words to mean the airline must abide by provisions requiring payment of the make-whole premium. Mr. Rochelle said the Sept. 12 ruling means bondholders who didn't tender will receive par, not the premium AMR was offering in the tender offer. A full-text copy of the Second Circuit's Decision, penned by Judge Livingston, can be accessed for free at http://is.gd/rkfVy8 Michael G. Burke, Esq., at Sidley Austin LLP, in New York, (Nicholas K. Lagemann, Esq., Erica S. Malin, Esq., and Andrew P. Propps, Esq., at Sidley Austin LLP, in New York; Ira H. Goldman, Esq., and Kathleen M. LaManna, Esq., at Shipman & Goodwin LLP, in Hartford, Connecticut, on the brief) for Appellant U.S. Bank Trust National Association, as Trustee and Security Agent under the Indenture and Aircraft Security Agreement for American Airlines 2009-2 Senior Secured Notes due 2016. Franklin H. Top, III, Esq., at Chapman and Cutler LLP, in Chicago, Illinois (Craig M. Price, Esq., and Laura E. Appleby, Esq., at Chapman and Cutler LLP, in New York; Ira H. Goldman, Esq., and Kathleen M. LaManna, Esq., at Shipman & Goodwin LLP, in Hartford, Connecticut, on the brief) for Appellant U.S. Bank Trust National Association, as Loan Trustee and Pass Through Trustee under those certain Indenture and Security Agreements with respect to the AMR 2009-1 EETC and AMR 2011-2 EETC Transactions. Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York (Erica S. Weisgerber, Esq., at Debevoise & Plimpton LLP, in New York; Stephen Karotkin, Esq., and Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New York, on the brief) for Appellees. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Judge Denies $20-Mil. Severance Pay to CEO ------------------------------------------------------------- Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York denied the proposed $19.9 million severance payment to AMR Corp.'s chief executive officer, saying it "is not permissible." In a Sept. 13 written opinion, Judge Lane said the severance package to AMR CEO Tom Horton is the type of compensation implicated by Section 503(c) of the Bankruptcy Code, which limits executive compensation. AMR had argued that the severance package is not subject to the requirements of Section 503 since it will be paid post-emergence by non-estate assets. But the payment, Judge Lane said, is "a condition precedent to the plan going effective" and, therefore, must be paid in order for the company to exit bankruptcy. The bankruptcy judge also took into consideration the sacrifices made by AMR employees when he denied the $19.9 million severance payment to Mr. Horton. "These sacrifices should be considered in evaluating the reasonableness of this proposed payment," he said in his 16-page opinion. A full-text copy of Judge Lane's Opinion can be accessed for free at http://is.gd/agSoPa Appearances were made by: * Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Alfredo R. Perez, Esq., at WEIL, GOTSHAL & MANGES LLP, Counsel for the Debtors * Susan Golden, Esq., Brian S. Masumoto, Esq., and Michael T. Driscoll, Esq., for TRACY HOPE DAVIS, UNITED STATES TRUSTEE * Jay M. Goffman, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM LLP, in New York, and John Wm. Butler, Jr., Esq., Albert L. Hogan III, Esq., John K. Lyons, Esq., and Felicia Gerber Perlman, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM LLP, in Chicago, Illinois, Counsel for the Official Committee of Unsecured Creditors * Gerard Uzzi, Esq., and Eric K. Stodola, Esq., at MILBANK, TWEED, HADLEY & MCCLOY LLP, Counsel for the Ad Hoc Committee of AMR Corporation Creditors * D.J. (Jan) Baker, Esq., at LATHAM & WATKINS LLP, Counsel for US Airways * Filiberto Agusti, Esq., and Joshua R. Taylor, Esq., at STEPTOE & JOHNSON LLP, Counsel for the Allied Pilots Association * Edgar N. James, Esq., Kathy Krieger, Esq., David P. Dean, Esq., Darin M. Dalmat, Esq., and Daniel M. Rosenthal, Esq., at JAMES & HOFFMAN, P.C., Counsel for the Allied Pilots Association * James P. Wehner, Esq., Kevin C. Maclay, Esq., and Todd E. Phillips, Esq., at CAPLIN & DRYSDALE, CHARTERED, Counsel for the US Airline Pilots Association * Marshall S. Huebner, Esq., Timothy E. Graulich, Esq., and Natasha Tsiouris, Esq., at DAVIS POLK & WARDWELL LLP, Counsel for Citibank, N.A. * William W. Kannel, Esq., and Ian A. Hammel, Esq., at MINTZ LEVIN COHN FERRIS GLOVSKY & POPEO, P.C., Counsel for U.S. Bank National Association * James E. Spiotto, Esq., and Franklin H. Top III, Esq., CHAPMAN AND CUTLER LLP, in Chicago, Illinois, and Craig M. Price, Esq., and Laura E. Appleby, Esq., at CHAPMAN AND CUTLER LLP, in New York, Counsel for U.S. Bank National Association and U.S. Bank Trust National Association * Ira H. Goldman, Esq., Kathleen M. LaManna, Esq., and Corrine L. Burnick, Esq., at SHIPMAN AND GOODWIN LLP, Counsel for U.S. Bank National Association and U.S. Bank Trust National Association * Mark L. Prager, Esq., and Douglas E. Spelfogel, Esq., at FOLEY & LARDNER LLP, Counsel for U.S. Bank National Association and U.S. Bank Trust National Association * Michael G. Burke, Esq., and Andrew P. Propps, Esq., at SIDLEY AUSTIN LLP, Counsel for U.S. Bank Trust National Association About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Fee Payment to Committee Members Approved ------------------------------------------------------------ While Judge Sean H. Lane denied approval of the proposed $19.9 million severance pay to AMR Corp.'s chief executive officer, the judge approved the proposed payment of fees to members of the Official Committee of Unsecured Creditors, despite an objection from the U.S. Trustee, a Justice Department agency that oversees bankruptcy cases. Tracy Hope Davis, the official charged with regulating bankruptcy cases in the New York region, had argued that any professional fees not explicitly authorized as an administrative expense under Section 503(b) cannot be paid. In approving the payment, Judge Lane said the professional fees of the committee members are permitted under Sections 1123(b)(6) and 1129(a)(4). Citing In re Lehman Bros. Inc., 487 B.R. 181, 190, n.7 (Bankr. S.D.N.Y. 2013), Judge Lane explained that the provisions allow for payments to be made through a plan of reorganization if the payment is not inconsistent with applicable provisions of Chapter 11 and is reasonable. As the Lehman Brothers court noted, Section 1123(b)(6) "is a broadly worded, open-ended invitation to the creativity of those who are engaged in drafting plan language." A full-text copy of Judge Lane's Opinion can be accessed for free at http://is.gd/agSoPa Appearances were made by: * Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Alfredo R. Perez, Esq., at WEIL, GOTSHAL & MANGES LLP, Counsel for the Debtors * Susan Golden, Esq., Brian S. Masumoto, Esq., and Michael T. Driscoll, Esq., for TRACY HOPE DAVIS, UNITED STATES TRUSTEE * Jay M. Goffman, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM LLP, in New York, and John Wm. Butler, Jr., Esq., Albert L. Hogan III, Esq. , John K. Lyons, Esq., and Felicia Gerber Perlman, Esq., at SKADDEN ARPS SLATE MEAGHER & FLOM LLP, in Chicago, Illinois, Counsel for the Official Committee of Unsecured Creditors * Gerard Uzzi, Esq., and Eric K. Stodola, Esq., at MILBANK, TWEED, HADLEY & MCCLOY LLP, Counsel for the Ad Hoc Committee of AMR Corporation Creditors * D.J. (Jan) Baker, Esq., at LATHAM & WATKINS LLP, Counsel for US Airways * Filiberto Agusti, Esq., and Joshua R. Taylor, Esq., at STEPTOE & JOHNSON LLP, Counsel for the Allied Pilots Association * Edgar N. James, Esq., Kathy Krieger, Esq., David P. Dean, Esq., Darin M. Dalmat, Esq., and Daniel M. Rosenthal, Esq., at JAMES & HOFFMAN, P.C., Counsel for the Allied Pilots Association * James P. Wehner, Esq., Kevin C. Maclay, Esq., and Todd E. Phillips, Esq., at CAPLIN & DRYSDALE, CHARTERED, Counsel for the US Airline Pilots Association * Marshall S. Huebner, Esq., Timothy E. Graulich, Esq., and Natasha Tsiouris, Esq., at DAVIS POLK & WARDWELL LLP, Counsel for Citibank, N.A. * William W. Kannel, Esq., and Ian A. Hammel, Esq., at MINTZ LEVIN COHN FERRIS GLOVSKY & POPEO, P.C., Counsel for U.S. Bank National Association * James E. Spiotto, Esq., and Franklin H. Top III, Esq., CHAPMAN AND CUTLER LLP, in Chicago, Illinois, and Craig M. Price, Esq., and Laura E. Appleby, Esq., at CHAPMAN AND CUTLER LLP, in New York, Counsel for U.S. Bank National Association and U.S. Bank Trust National Association * Ira H. Goldman, Esq., Kathleen M. LaManna, Esq., and Corrine L. Burnick, Esq., at SHIPMAN AND GOODWIN LLP, Counsel for U.S. Bank National Association and U.S. Bank Trust National Association * Mark L. Prager, Esq., and Douglas E. Spelfogel, Esq., at FOLEY & LARDNER LLP, Counsel for U.S. Bank National Association and U.S. Bank Trust National Association * Michael G. Burke, Esq., and Andrew P. Propps, Esq., at SIDLEY AUSTIN LLP, Counsel for U.S. Bank Trust National Association About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Timetable to Resolve Allegheny Claims Okayed --------------------------------------------------------------- Judge Sean Lane approved the timetable proposed by AMR Corp. and its debtor affiliates and Allegheny County Airport Authority to adjudicate the claims of the airport operator against the company's regional carriers. In a Sept. 13 scheduling order signed off by the bankruptcy judge, Debtors American Airlines Inc. and American Eagle Airlines Inc. are required to file and serve their objections to Allegheny's claims by no later than Sept. 30. The scheduling order sets an Oct. 25 deadline for filing any stipulations of fact, briefs, exhibits, proposed findings of fact and conclusions of law. Discovery concerning the claims and the carriers' objections must be completed no later than 60 days from Sept. 13 unless otherwise agreed by stipulation of the parties, or extended by further court order. An evidentiary hearing will be held on Nov. 12, according to the scheduling order. The court order can be accessed for free at http://is.gd/qKqXdW Allegheny is represented by: Eric T. Smith, Esq. Richard A. Barkasy, Esq. SCHNADER HARRISON SEGAL & LEWIS LLP Fifth Avenue Place 120 Fifth Avenue, Suite 2700 Pittsburgh, PA 15222 Tel: (412) 577-5200 Fax: (412) 7-3858 Email: esmith@schnader.com rbarkasy@schnader.com About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: AE AFA Says Merger May Not Be Good for All ------------------------------------------------------------- American Eagle Flight Attendants, represented by the Association of Flight Attendants-CWA (AFA), on Sept. 17 disclosed that they are increasingly concerned about their future in the American/US Airways merger. Executives promise growth, but a steady stream of outsourcing appears to be the plan for their work. The 1,800 American Eagle Flight Attendants are seriously questioning the benefits of a merger where wholly owned carriers of the proposed new airline are already being pitted against each other. "More and more regional carriers are operating the same point-to- point service as mainline jets, selling tickets to passengers as part of the mainline network. Yet workers at the regionals are expected to accept second- and third-rate pay and benefits because management creates artificial competition on labor costs," stated Robert Barrow, AFA President at American Eagle. "The fact is that American Eagle Flight Attendants contributed to a profitable subsidiary of American Airlines prior to the bankruptcy, but we were expected to cut costs to cover the failed strategies of management at American. To date, American Eagle Flight Attendants have not been shown how our contributions will be valued at the new airline. This merger may not be good for all workers." As part of the bankruptcy process, American Eagle Flight Attendants ratified substantial concessions in July 2012 with the promise that doing so would retain as much of American's regional flying as possible and position American Eagle for future growth. Since that time, the new American merger partners are calling many of the shots in how the merger, if consummated, will play out. All the while, American Eagle's regional flying erodes steadily through outsourcing: -- November 15, 2012 - AMR closes its American Eagle base in Los Angeles and outsources the existing flying to non-owned, SkyWest Airlines. -- January 2013 - AMR announces it will begin outsourcing American Airlines regional flying to a non-AMR-owned carrier, Republic Airlines. The outsourced flying means that Republic will be flying 47 Embraer 175s which represents a significant portion of American Eagle's current route structure in its Chicago hub. -- February 2013 - AMR announces plans to outsource some of the flying in its DFW hub to Express Jet, a non-owned carrier. Express Jet brought in 12 aircraft to fly routes previously flown by American Eagle. -- March 31, 2013 - AMR closes its American Eagle hub in San Juan, Puerto Rico and later enters into a code share agreement with Seaborne Airlines to provide regional feed. -- June 2013 - US Airways approaches ALPA at American Eagle for more pilot concessions to fly new EMB 175 aircraft, while not even a year earlier pilots and other workers agreed to concessions with the promise that new flying would come with it. -- July 2013 - The pilots represented by ALPA at American Eagle reject the additional concessions pushed by US Airways management, and management turned to PSA pilots for an agreement to fly this new aircraft. -- August 13, 2013 Department of Justice anti-trust lawsuit filed. "American Eagle Flight Attendants deserve to know what their role will be in the new combined carrier. Actions by management to date, quite frankly lend legitimacy to the Flight Attendants' concerns. AFA leaders encourage US Airways management to present coherent plans that assure us contributions of American Eagle Flight Attendants will be valued through good jobs at the new American," concluded Mr. Barrow. About The Association of Flight Attendants The Association of Flight Attendants -- http://www.afaeagle.org-- is the world's largest Flight Attendant union. Focused 100 percent on Flight Attendant issues, AFA has been the leader in advancing the Flight Attendant profession for over 65 years. Serving as the voice for Flight Attendants in the workplace, in the aviation industry, in the media and on Capitol Hill, AFA has transformed the Flight Attendant profession by raising wages, benefits and working conditions. Nearly 60,000 Flight Attendants at 19 airlines, including 1800 at American Eagle, come together to form AFA, part of the 700,000-member strong Communications Workers of America (CWA), AFL-CIO. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. The U.S. U.S. Department of Justice, however, has launched an antitrust challenge to the proposed merger. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN AXLE: Amends Credit Agreement With JPMorgan ---------------------------------------------------- American Axle & Manufacturing, Inc., a wholly owned subsidiary of American Axle & Manufacturing Holdings, Inc., amended and restated: (1) the Credit Agreement dated as of Jan. 9, 2004, as amended and restated as of Aug. 31, 2012, and as further amended as of Feb. 15, 2013, among the Company, as guarantor, AAM, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each financial institution party thereto as a lender; (2) the Collateral Agreement dated as of Nov. 7, 2008, as amended and restated as of Dec. 18, 2009, and as further amended on June 30, 2011, among AAM, the Company and its domestic subsidiaries, JPMorgan Chase Bank, N.A., as collateral agent for the lenders under the Amended and Restated Credit Agreement, and the secured noteholders under the Indenture dated as of Dec. 18, 2009, among AAM, as issuer, the guarantors thereunder, and U.S. Bank National Association, as trustee; and (3) the Guarantee Agreement dated as of Jan. 9, 2004, as amended and restated as of Sept. 13, 2013, among AAM, the Company and its subsidiaries (other than AAM), and JPMorgan Chase Bank, N.A., as Administrative Agent. The Amendment and Restatement Agreement dated as of Sept. 13, 2013, required the satisfaction of certain conditions precedent. The Amended and Restated Credit Agreement, among other things, amends the existing revolving facility to increase the aggregate commitments to $523.5 million and to extend the maturity to Sept. 13, 2018. In addition, the Amended and Restated Credit Agreement provides for a senior secured term loan A facility in an aggregate principal amount of $150 million. The full amount of the Term Facility must be drawn on or within 30 days after Sept. 13, 2013, in up to two borrowings in U.S. Dollars. The Term Facility matures on Sept. 13, 2018, and is prepayable at any time. Subject to the satisfaction of certain conditions, the Amended and Restated Credit Agreement contains an option permitting AAM to increase the commitments under the Credit Facilities up to an additional $150 million. Proceeds of loans made pursuant to the Amended and Restated Credit Agreement may be used for general corporate purposes, including to redeem, repurchase, or discharge AAM's 9.25 percent Senior Secured Notes due 2017. AAM intends to use the proceeds of borrowings under the Term Facility to partially redeem its 9.25 percent Senior Secured Notes due 2017. Borrowings under the Credit Facilities bear interest at rates based on the adjusted London Interbank Offered Rate or an alternate base rate, as AAM may elect, in each case plus an applicable margin depending upon the corporate ratings of the Company. The applicable margin for LIBOR-based loans under the Credit Facilities will be between 1.50 percent and 3.00 percent. Under the Credit Facilities, certain negative covenants were revised to provide the Company increased flexibility. In the event AAM achieves investment grade corporate credit ratings from S&P and Moody's, AAM may elect to release all of the collateral from the liens granted pursuant to the Collateral Agreement, subject to notice requirements and other conditions. The Credit Facilities are secured on a first priority basis by all or substantially all of the assets of AAM and each guarantor under the Collateral Agreement. Copies of the Amended and Restated Credit Agreement, the Guarantee Agreement, and the Collateral Agreement are available for free at: http://is.gd/TyNdAv http://is.gd/qnol7E http://is.gd/SAJo9H Certain of the financial institutions party to the Amended and Restated Credit Agreement, the Guarantee Agreement and the Collateral Agreement and their respective affiliates have performed, or may in the future perform, various commercial banking, investment banking and other financial advisory services in the ordinary course of business for the Company, AAM and their respective subsidiaries, for which they have received, or will receive, customary fees and commissions. About American Axle Headquartered in Detroit, Michigan, American Axle & Manufacturing Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures, engineers, designs and validates driveline and drivetrain systems and related components and chassis modules for light trucks, sport utility vehicles, passenger cars, crossover vehicles and commercial vehicles. As of June 30, 2013, the Company had $3 billion in total assets, $3.11 billion in total liabilities and a $101.6 million total stockholders' deficit. * * * In September 2012, Moody's Investors Service affirmed the 'B1' Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of American Axle. American Axle carries a 'BB-' corporate credit rating from Standard & Poor's Ratings Services. "The 'BB-' corporate credit rating on American Axle reflects the company's 'weak' business risk profile and 'aggressive' financial risk profile, which incorporate substantial exposure to the highly cyclical light- vehicle market," S&P said, as reported by the TCR on Sept. 6, 2012. ANCESTRY.COM INC: Moody's Hikes Senior Debt Rating to 'Ba2' ----------------------------------------------------------- Moody's Investors Service affirmed Ancestry.com Inc.'s Corporate Family Rating at B2 and Probability of Default Rating at B2-PD, and raised the rating of the Senior Secured debt to Ba2 from Ba3. This follows the increase in the amount of new Senior Notes issued by Ancestry.com Holdings LLC to $300 million. The outlook is stable. The new holding company Notes are structurally subordinated to the secured debt. "The increase in the amount of the Notes in the capital structure leads to additional first loss cushion for the secured debt, and that cushion is expected to increase over time as the secured debt amortizes," noted Terry Dennehy, Senior Analyst at Moody's. This results in the higher rating of Ba2 for Ancestry.com's Senior Secured debt, as well as lower (improved) LGD point estimate for Ancestry.com's secured and unsecured debt. Upgrade: Issuer: Ancestry.com Inc. Senior Secured Rating: to Ba2 (LGD2, 22%) from Ba3 (LGD2, 24%) Affirmed (and LGD assessment changes): Issuer: Ancestry.com Inc. Corporate Family Rating: B2 Probability of Default Rating: B2-PD Senior Unsecured Rating: B3 (LGD4, 68% from LGD5, 70%) Outlook: stable Issuer: Ancestry.com Holdings LLC Senior Unsecured Rating: Caa1 (to LGD6, 90% from LGD6, 91%) Assignments: Issuer: Ancestry.com Holdings LLC Outlook: stable Ancestry.com, based in North Provo, Utah, is the world's largest online family history resource, including an extensive collection of over 11 billion digitized records that subscribers can use to research and construct family trees. The principal methodology used in this rating was the Global Business and 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. ANGLO IRISH: Former Bank Customers Blast Chapter 15 Bid ------------------------------------------------------- Law360 reported that bankrupt Irish Bank Resolution Corp Ltd., formerly known as Anglo Irish Bank, should not receive Chapter 15 protection because it would protect the bank from a fraud lawsuit against it, its customers told a Delaware bankruptcy judge on Sept. 13. According to the report, the filing says that the bank partook in a "systematic, organized and comprehensive fraud" against customers by manipulating the interest rates on loans it issued to make an extra $11 million from its borrowers. The customers said that the bank does not qualify for Chapter 15 protection, the report related. The case is Flynn et al v. Irish Bank Resolution Corporation et al., Case No. 1:13-cv-03882 (S.D.N.Y.) before Judge Naomi Reice Buchwald. About Anglo Irish Anglo Irish Bank was an Irish bank headquartered in Dublin from 1964 to 2011. It went into wind-down mode after nationalization in 2009. In July 2011, Anglo Irish merged with the Irish Nationwide Building Society, with the new company being named the Irish Bank Resolution Corporation (IBRC). Standard & Poor's Ratings Services said that it lowered its long- and short-term counterparty credit ratings on Irish Bank Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'. S&P also lowered the senior unsecured ratings to 'D' from 'B-'. S&P then withdrew the counterparty credit ratings, the senior unsecured ratings, and the preferred stock ratings on IBRC. At the same time, S&P affirmed its 'BBB+' issue rating on three government- guaranteed debt issues. The rating actions follow the Feb. 6, 2013, announcement that the Irish government has liquidated IBRC. The former Irish bank sought protection from creditors under Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr. D. Del., Case No. 13-12159). The former bank's Foreign Representatives are Kieran Wallace and Eamonn Richardson. Its U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M. Madron, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. APOLLO MEDICAL: Incurs $1.5 Million Net Loss in July 31 Quarter --------------------------------------------------------------- Apollo Medical Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.53 million on $2.59 million of net revenues for the three months ended July 31, 2013, as compared with a net loss of $3.20 million on $1.64 million of net revenues for the same period last year. For the six months ended July 31, 2013, the Company incurred a net loss of $2.38 million on $5.03 million of net revenues, as compared with a net loss of $3.36 million on $3.28 million of net revenues for the same period a year ago. The Company's balance sheet at July 31, 2013, showed $3.13 million in total assets, $4.40 million in total liabilities, and a $1.26 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/aBCh70 About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern qualification on the consolidated financial statements for the fiscal year ended Jan. 31, 2013. The independent auditors noted that the Company had a loss from operations of $2,078,487 for the year ended Jan. 31, 2013, and had an accumulated deficit of $11,022,272 as of Jan. 31, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern. Apollo Medical reported a net loss of $8.90 million on $7.77 million of net revenues for the year ended Jan. 31, 2013, as compared with a net loss of $720,346 on $5.11 million of net revenues for the year ended Jan. 31, 2012. ARCAPITA BANK: Emerges from Chapter 11 Reorganization ----------------------------------------------------- Arcapita, the international investment firm headquartered in Bahrain, has emerged from Chapter 11 reorganization proceedings in the United States. Under the terms of the reorganization, "New" Arcapita (legally referred to as AIM Group Limited) led by the existing management team will continue to manage the Arcapita investment portfolio on behalf of investors and creditors, with the objective of maximizing exit values across the portfolio. RA Holding Corp., a new entity owned by the creditors, will realize the value of Arcapita's interests in its investment portfolio. Atif A. Abdulmalik, Chief Executive Officer, said, "Chapter 11 was a challenging experience, but one which has enabled us to deliver a solution in the best interests of our investors, creditors, and other stakeholders. Under New Arcapita, we will be able both to assist RA and investors to maximize the value of the existing investment portfolio and to undertake new investment opportunities." Abdulaziz H. AlJomaih, the Vice Chairman of the board of directors of Arcapita, added, "Chapter 11 provided a comprehensive and transparent framework to restructure the business. We appreciate the strong support that we received from our stakeholders and look forward to delivering future value to investors." Marc J. Glogoff, Head of the Credit Restructuring and Advisory Group, Americas at Barclays and Chairman of the Official Committee of Unsecured Creditors said, "The Committee and I are pleased to have worked collaboratively with Arcapita to help the company emerge from Chapter 11. I am confident that the highly qualified RA board of directors selected by the Committee will maximize recoveries for all stakeholders." The reorganization became effective on Sept. 17. It also put in place a $350 million Goldman Sachs led financing facility that will be utilized to fund operating cash flow requirements of RA post-emergence and certain obligations in connection with the reorganization. Sept. 17 Effective Date The effective date of the Second Amended Joint Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors under Chapter 11 of the Bankruptcy Code (With First Technical Modifications), dated as of June 11, 2013, occurred on Sept. 17, 2013, according to papers filed with the U.S. Bankruptcy Court for the Southern District of New York on Sept. 17, 2013. A copy of the Notice of Effective Date of the Plan is available at http://bankrupt.com/misc/arcapita.doc1518.pdf The Bankruptcy Court in June 2013 confirmed the Second Amended Joint Plan of Reorganization of the Debtors. The Plan contemplates, among others, the entry of the Debtors into a $185 million Murabaha exit facility that will allow the Debtors to wind down their businesses and assets for the benefit of all creditors and stakeholders. A copy of the confirmation order is available at http://bankrupt.com/misc/arcapita.doc1262.pdf About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCRr on Jun 19, 2013, the Bankruptcy Court entered an order confirming the Second Amended Joint Chapter 11 Plan of Reorganization with respect to teach Debtor other than Falcon Gas Storage Company, Inc. The Plan hasn't been implemented yet. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf ARMORWORKS ENTERPRISES: May Employ Arnold & Porter as OCP --------------------------------------------------------- The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona authorized ArmorWorks Enterprises, LLC, and Techfiber, LLC, to employ Arnold & Porter LLP as an ordinary course professional. The Debtors had modified and supplemented their motion in reply to the objections filed by C Squared Capital Partners, LLC and Anchor Management LLC. The C Squared Parties, in their objection, asserted that, among other things: a) the scope of work to be performed by Arnold & Porter is not sufficiently defined; b) the retention of Arnold & Porter is inappropriate because Arnold & Porter has represented the Debtor's manager William J. Perciballi and his interests in other matters and at a minimum, more disclosure is required; and c) Anchor does not agree to the retention of Arnold & Porter and the Debtors therefore lack authority to retain the firm. The Debtors, in their response, had represented that the scope of work to be performed by Arnold & Porter will be limited to providing legal counsel to the Debtors with respect to government contracts, including bidding and procurement, export controls and other related matters. The connections disclosed between Christopher Yukins, an employee at Arnold & Porter, the Debtors and Mr. Perciballi do not disqualify Arnold & Porter from continuing to represent the Debtors postpetition as an ordinary course professional. The proposed budget provides for monthly fees of $5,000 for Arnold & Porter. About ArmorWorks Enterprises Military armor systems provider ArmorWorks Enterprises, LLC, and affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17, 2013, along with a plan that resolves a dispute with a minority shareholder and $3.5 million of financing that would save the company from running out of cash. ArmorWorks develops advanced survivability technology and designs and manufactures armor and protective products. ArmorWorks has produced over 1.25 million ceramic armor and composite armor protection components for a variety of personnel armor, aircraft, and vehicle applications. The Debtors have tapped Todd A. Burgess, Esq., at Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as financial advisor. ArmorWorks estimated $10 million to $50 million in assets and liabilities. As of May 26, 2012, ArmorWorks had total assets of $30.9 million and total liabilities of $12.04 million. The Plan would resolve the ongoing dispute with C Squared by allowing ArmorWorks to redeem C Squared's 40% minority interest, or alternatively, allow C Squared to purchase the 60% majority interest of AWI. ArmorWorks and TechFiber sought and obtained an order (i) transferring the In re TechFiber, LLC chapter 11 case to the Honorable Brenda Moody Whinery, the judge assigned to the ArmorWorks Chapter 11 case, and (ii) authorizing the joint administration of the Debtors' cases. ASPEN GROUP: Incurs $1.1 Million Net Loss in July 31 Quarter ------------------------------------------------------------ Aspen Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.10 million on $929,993 of revenues for the three months ended July 31, 2013, as compared with a net loss of $1.75 million on $698,152 of revenues for the same period a year ago. The Company's balance sheet at July 31, 2013, showed $3.77 million in total assets, $3.96 million in total liabilities and a $194,085 total stockholders' deficiency. A copy of the Form 10-Q is available for free at: http://is.gd/C0rG9E About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. ATARI INC: Has Until Dec. 31 to Decide on Headquarters Lease ------------------------------------------------------------ On Sept. 11, 2013, the U.S. Bankruptcy Court for the Southern District of New York further extended the time by which Atari, Inc., et al., may assume or reject the Debtors' headquarters location through and including Dec. 31, 2013, pursuant to Section 365(d)(4) of the Bankruptcy Code. According to papers filed with the Court on Aug. 19, 2013, the Debtors have secured the written consent of the lessor of the property. About Atari Atari -- http://www.atari.com/-- is a multi-platform, global interactive entertainment and licensing company. Atari owns and/or manages a portfolio of more than 200 games and franchises, including world renowned brands like Asteroids(R), Centipede(R), Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R), and Rollercoaster Tycoon(R). Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to break away from their unprofitable French parent company and secure independent capital. A day after its American unit filed for Chapter 11 bankruptcy protection, Paris-based Atari S.A. took a similar measure under Book 6 of that country's commercial code. Atari S.A. said it was filing for legal protection because its longtime backer BlueBay has sought to sell its 29% stake and demanded repayment by March 31 on a credit line of $28 million that it cut off in December. On Feb. 15, 2013, the Court entered the Order Authorizing the Employment and Retention of Hunton & Williams LLP as Counsel to the Debtors Nunc Pro Tunc to the Petition Date. On or about Feb. 5, 2013, the Debtors' board of directors was reconstituted. The reconstituted board of directors elected to retain alternate bankruptcy counsel. Hunton's retention as Debtors' counsel terminated on Feb. 6, 2013. Ira S. Dizengoff, Esq., and Kristine G. Manoukian, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, N.Y.; and Soctt L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in Waqshington, D.C., represent the Debtors as counsel. BMC Group is the claims and notice agent. Protiviti Inc. is the financial advisor. The Debtors won court approval to sell seven video-game franchises for a total of about $5.1 million. Duff & Phelps Securities LLC serves as financial advisor to the Official Committee of Unsecured Creditors. Cooley LLP serves as the Committee's counsel. ATLS ACQUISITION: LMS Has Until Nov. 13 to Decide on Leases ----------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware extended until Nov. 13, 2013, Liberty Medical Supply, Inc.'s deadline to assume or reject unexpired non- residential leases. As reported in the Troubled Company Reporter on Sept. 4, 2013, the landlords of LMS have each consented in writing to the sought extension. As of the Petition Date, LMS was a party to the following unexpired non-residential leases: a. Debtor/Tenant: Liberty Medical Supply, Inc. Landlord: Grady G. Byrd Jr. and Grady G. Byrd III Premises: 4E Long Shoals Road, Arden, North Carolina b. Debtor/Tenant: Liberty Medical Supply, Inc. Landlord: Oaklawn Center, Ltd. Premises: 2729 New Boston Road, Suite 36B, Texarkana, Texas c. Debtor/Tenant: Liberty Medical Supply, Inc. Landlord: Healthcare Realty Services, Inc., as agent for HRT of Roanoke, Inc. Premises: 2157-67 Apperson Drive, Lee-Hi Business Center, Salem, Virginia The Court previously entered its order extending the time to assume or reject the leases until Sept. 13, 2013. "The Debtors have been diligently working with their major creditor constituencies, including the Committee, to negotiate a chapter 11 plan process that will maximize the value of their estates. If the Debtors fail to obtain the requested extension, such failure may be to the economic detriment of the estates, may impair the intended plan process, and may frustrate the Debtors' efforts to maximize the value of their estates," said Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware, counsel to the Debtor. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the Debtor's counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. An official committee of unsecured creditors has been appointed in the case and consists of LifeScan, Inc., Abbott Laboratories, and Teva Pharmaceuticals USA, Inc. They are represented by Joseph H. Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent, Esq. of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein Sandler LLP. The Committee has tapped Mesirow Financial Consulting, LLC, as financial advisors. AUXILIUM PHARMACEUTICALS: Moody's Says Loan Increase Credit Neg. ---------------------------------------------------------------- Moody's Investors Service commented the upsized term loan of Auxilium Pharmaceuticals, Inc. to $275 million from $225 million is credit negative. There is currently no effect on Auxilium's ratings including the B2 Corporate Family Rating or the Ba2 senior secured bank credit facility rating. Proceeds of the upsized term loan are expected to be used for general corporate purposes which may include acquisitions. Headquartered in Chesterbrook, Pennsylvania, Auxilium Pharmaceuticals, Inc. is a niche pharmaceutical company with a focus on urological diseases and other specialty areas. Auxilium reported $167 million of revenues during the first 6 months of 2013. The principal methodology used in this rating was the Global Pharmaceutical Industry published in December 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. AVID TECHNOLOGY: NASDAQ Grants Request to Stay Stock Delisting -------------------------------------------------------------- Avid Technology, Inc. disclosed that on September 16, 2013, the Company received a letter from The NASDAQ Stock Market LLC indicating that the NASDAQ Hearings Panel had granted the Company's request to extend the stay of the delisting of the Company's common stock pending the final determination regarding the Company's listing status. At a hearing before the Panel, the Company will present its plan to regain compliance with NASDAQ's filing requirement, as set forth in Listing Rule 5250(c)(1) and request the continued listing of its common stock on NASDAQ pending such compliance. The Panel has the discretion to grant the Company an extension until March 14, 2014 to regain compliance with the Rule. There can be no assurance that the Panel will grant the Company's request. The Company will provide an update regarding its continued listing status once the Panel has reached a decision on the matter. About Avid Technology Headquartered in Burlingon, Massachusetts, Avid Technology, Inc. -- http://apps.avid.com/-- is a provider of digital media content-creation products and solutions for film, video, audio and broadcast professionals, as well as artists and home enthusiasts. The Company provides digital media content-creation products and solutions to customers in the three market segments: media enterprises, professionals and Creative Enthusiasts. The Company provides a range of software and hardware products and solutions, as well as services offerings, to address the needs, skills and levels found within its customer market segments. The Company offers video and audio products and solutions, which are designed for the desktop or home studio. The Company offers a range of products and solutions, including hardware- and software-based video- and audio-editing tools, collaborative workflow and asset management solutions, and graphics-creation and automation tools, as well as scalable media storage options. BEAZER HOMES: Plans to Offer $200 Million Senior Notes ------------------------------------------------------ Beazer Homes USA, Inc., is proposing to issue $200 million aggregate principal amount of senior notes due 2021 in a private offering that is exempt from the registration requirements of the Securities Act of 1933. The Company intends to offer the Notes to qualified institutional buyers in accordance with Rule 144A or outside the United States in accordance with Regulation S under the Securities Act. The Company intends to use the net proceeds from the offering for general corporate purposes, including potential land acquisitions. About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." Beazer Homes incurred a net loss of $145.32 million for the fiscal year ended Sept. 30, 2012, a net loss of $204.85 million for the fiscal year ended Sept. 30, 2011, and a net loss of $34.04 million for the fiscal year ended Sept. 30, 2010. As of June 30, 2013, the Company had $1.94 billion in total assets, $1.71 billion in total liabilities and $227.98 million in total stockholders' equity. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD' from 'Caa2-PD'. The ratings upgrade reflects Moody's increasing confidence that Beazer's credit metrics, buoyed by a stregthening housing market, will gradually improve for at least the next two years and that the company may be able to return to a modestly profitable position as early as fiscal 2014. As reported by the TCR on Sept. 10, 2012, Fitch Ratings has upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc. (NYSE: BZH) to 'B-' from 'CCC'. The upgrade and the stable outlook reflect Beazer's operating performance so far this year, its robust cash position, and moderately better prospects for the housing sector during the remainder of this year and in 2013. The rating is also supported by the company's execution of its business model, land policies, and geographic diversity. BEAZER HOMES: Fitch Rates New $200-Mil. Sr. Unsecured Notes 'CCC+' ------------------------------------------------------------------ Fitch Ratings has assigned a 'CCC+/RR5' rating to Beazer Homes USA, Inc.'s (NYSE: BZH) proposed offering of $200 million principal amount of senior unsecured notes due 2021. The notes issue will be ranked on a pari passu basis with BZH's existing senior unsecured notes. Net proceeds from the notes offering will be used for general corporate purposes, including potential land acquisitions. Key Rating Drivers The rating for BZH is based on the company's execution of its business model in the current moderately recovering housing environment, its land policies, and geographic diversity. The company's rating is also supported by its solid liquidity position. The Stable Outlook takes into account the positive housing outlook for 2013 and 2014. Risk factors include the cyclical nature of the homebuilding industry, the company's high debt load and high leverage, BZH's underperformance relative to its peers in certain operational and financial categories, and its current over-exposure to the credit- challenged entry level market (approximately 60% of BZH's customers are first-time home buyers). Liquidity BZH ended the June 2013 quarter with $298.3 million of unrestricted cash and no borrowings under its $150 million revolving credit facility. The company's debt maturities are well- laddered, with no major maturities until 2016, when $172.9 million of senior notes become due. The company has taken steps over the past year to strengthen its balance sheet and improve its liquidity position. The proposed $200 million notes issuance further strengthens BZH's liquidity and its ability to better participate in the housing recovery. Land Strategy BZH maintains a 5.3-year supply of lots (based on last 12 months deliveries), 79.4% of which are owned, and the balance controlled through options. As is the case with other public homebuilders, the company is rebuilding its land position and trying to opportunistically acquire land at attractive prices. Total lots controlled as of June 30, 2013 increased 7.5% year-over-year (yoy) and grew 9.2% compared with the previous quarter. The company has been aggressive in its land and development spending following the successful execution of its capital markets transactions last year. BZH spent roughly $314.4 million on land purchases and development activities during the first nine months of fiscal 2013 compared with $140.6 million expended during the same period last year. BZH expects to spend about $500 million on land and development during fiscal 2013 compared with $185.6 million spent for land and development during 2012. As a result, Fitch expects BZH will be cash flow negative by approximately $200 million-$250 million during 2013. Assuming that the company completes the proposed notes offering, BZH's unrestricted cash position is projected to be moderately below $500 million at year-end 2013. Fitch is comfortable with BZH's land strategy given the company's liquidity position, debt maturity schedule, proven access to the capital markets, and management's demonstrated discipline in pulling back on its land and development activities during periods of distress. The Industry Housing metrics have all showed improvement so far in 2013. For the first seven months of the year, single-family housing starts improved 20.1%, while existing home sales increased 12%. New-home sales improved 21.8% for the first seven months of 2013. The most recent Freddie Mac 30-year interest rate was 4.57%, 126 basis points (bps) above the all-time low of 3.31% set the week of Nov. 21, 2012. The NAHB's latest existing home affordability index was 166, moderately below the all-time high of 207.3. Fitch's housing forecasts for 2013 assume a continued moderate rise off the bottom of 2011. New-home inventories are near historically low levels and affordability remains very attractive. In a slowly growing economy with still above-average distressed home sales competition, less competitive rental cost alternatives and low mortgage rates (on average), the housing recovery will be maintained this year. Fitch's housing estimates for 2013 are as follows: Single-family starts are forecast to grow 18.3% to 633,000 while multifamily starts expand about 19% to 292,000; single-family new-home sales should grow approximately 22% to 448,000 as existing home sales advance 7.5% to 5.01 million. Average single-family new-home prices (as measured by the Census Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012. Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012. Average and median home prices should improve approximately 5% and 4%, respectively, in 2013. As Fitch noted in the past, the housing recovery will likely occur in fits and starts. Rising Mortgage Rates Mortgage rates have increased during the past few months. The most recent Freddie Mac average mortgage rate was 4.57%, flat sequentially from the previous week and about 100 bps higher than the average rate during the month of April 2013, a recent low point for mortgage rates. While the current rates are still well below historical averages, the sharp increase in rates and rising home prices are moderating affordability. In the case of BZH, whose average home price is roughly $248,000, assuming a 20% down payment, a 100 bps rise in mortgage rates will increase principal and interest payment by about $120 each month or a 12.5% impact. A couple of July housing metrics showed some weakness following the increase in interest rates during the past few months. The Pending Home Sales Index declined 1.3% to 109.5 in July from 110.9 in June, although it is still 6.7% above the July 2012 level of 102.6. New home sales in July also fell 13.4% on a seasonally- adjusted basis to 394,000, compared with 455,000 during the previous month. However, the July 2013 estimate was 6.8% above the July 2012 sales level of 369,000. While Fitch does not expect the current higher mortgage rates to derail the housing recovery, continued sharp increases in rates could moderate it. Operating Environment BZH's revenues for the first nine months of its 2013 fiscal year (ending June 30, 2013) increased 33.8% to $849.2 million as home deliveries grew 20.5% to 3,399 homes and the average selling price advanced 11.3% to $248,000. Gross profit margins (excluding inventory impairments and lot option abandonments) also showed strong improvement, growing 460 bps to 16% during the first nine months of fiscal 2013 compared with 11.4% during the same period last year. SG&A as a percentage of sales declined to 14.1% during the nine-month period in fiscal 2013 from 17.3% last year. Despite the strong results for the first nine months of the year, BZH reported a pre-tax loss of $44.5 million during the period. Fitch currently expects BZH to remain unprofitable during all of fiscal 2013. New home orders improved 1.1% during the nine-month period but fell 11.2% yoy during the third quarter of 2013 (3Q'13). The decline in net new orders was due primarily to lower community count, which decreased 19.1% to 144 average active communities during 3Q'13 compared with 178 during 3Q'12. However, the company reported 3.2 sales per community per month during 3Q'13 compared with 2.9 sales per community per month last year. Cancellation rates also improved 450 bps to 20% during 3Q'13 compared with 24.5% during 3Q'12. BZH ended 3Q'13 with 2,358 homes (-2.6% yoy) in backlog with a value of $646.1 million (+12.8% yoy). Rating Sensitivities Future ratings and Outlooks will be influenced by broad housing market trends as well as company-specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new-order activity, debt levels, free cash flow trends and uses, and the company's cash position. BZH's ratings are constrained in the intermediate term due to weak credit metrics and high leverage. However, positive rating actions may be considered if the recovery in housing is maintained and is meaningfully better than Fitch's current outlook, BZH shows continuous improvement in credit metrics (particularly debt-to- EBITDA consistently below 8x and interest coverage above 2x), and preserves a healthy liquidity position. Negative rating actions could occur if the recovery in housing dissipates, resulting in BZH's revenues and operating losses approaching 2011 levels, and the company maintains an overly aggressive land and development spending program. This could lead to consistent and significant negative quarterly cash flow from operations and diminished liquidity position. In particular, Fitch will review BZH's ratings if the company's liquidity position (unrestricted cash plus revolver availability) falls below $200 million. Fitch currently rates BZH as follows: -- Long-term Issuer Default Rating 'B-'; -- Secured revolver 'BB-/RR1'; -- Second lien secured notes 'BB-/RR1'; -- Senior unsecured notes 'CCC+/RR5'; -- Junior subordinated debt 'CCC/RR6'. The Rating Outlook is Stable. The Recovery Rating (RR) of 'RR1' on BZH's secured credit revolving credit facility and second-lien secured notes indicates outstanding recovery prospects for holders of these debt issues. The 'RR5' on BZH's senior unsecured notes indicates below-average recovery prospects for holders of these debt issues. BZH's exposure to claims made pursuant to performance bonds and joint venture debt and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debtholders. The 'RR6' on the company's junior subordinated notes indicates poor recovery prospects for holders of these debt issues in a default scenario. Fitch applied a liquidation value analysis for these recovery ratings. BI-LO LLC: Moody's Ratings Unchanged Over Loan Upsizing ------------------------------------------------------- Moody's Investors Service said that BI-LO, LLC's announcement that it is upsizing the proposed senior unsecured PIK Toggle notes due 2018 issued at BI-LO Holding Finance LLC ("Holdco") from $400 million to $475 million is credit negative but will not have any immediate impact on its B2 corporate family rating or its stable ratings outlook. The increase will also not affect the Caa1 rating on the Holdco's proposed senior unsecured PIK Toggle notes or the B3 rating on BI-LO's existing $425 million senior secured notes. The increase in the proceeds from the term loan will be used to increase the proposed shareholder distribution from $400 million to $450 million with the remaining used for fees and expenses. BI-LO, LLC is headquartered in Jacksonville, Florida and is owned by private equity firm Lone Star. The company operates 685 supermarkets in eight states concentrated in the Southeastern U.S. and has about $10 billion in revenues. The principal methodology used in this rating was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. BIONEUTRAL GROUP: Incurs $1.1-Mil. Net Loss in July 31 Quarter -------------------------------------------------------------- BioNeutral Group, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.10 million on $3,310 of revenues for the three months ended July 31, 2013, compared with a net loss of $642,073 on $888 of revenues for the three months ended July 31, 2012. The Company reported a net loss of $2.53 million on $4,950 of revenues for the nine months ended July 31, 2013, compared with a net loss of $2.04 million on $2,390 of revenues for the nine months ended July 31, 2012. The Company's balance sheet at July 31, 2013, showed $9.46 million in total assets, $3.82 million in total liabilities, and equity of $5.64 million. "The Company believes that it will be able to generate significant sales by the first quarter of 2014 providing for sufficient cash flows to supplement its equity financing based on its current plans. If it's able to execute its plan, the Company can begin to accumulate cash reserves. There is no assurance however that its funds will be sufficient to meet its anticipated needs through its fiscal year 2013, and it may need to raise additional capital during fiscal 2013 to fund the full costs associated with its growth and development. The Company believes that it will require approximately $2,000,000 in additional capital to achieve its goals. There can be no assurances that it will be successful in raising additional capital on favorable terms if at all. If the Company is unable to secure additional capital, it may be required to curtail its business development initiatives, impair its intellectual property and take additional measures to reduce cost in order to conserve cash. These conditions raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/5gyFKt Newark, N.J.-based BioNeutral Group, Inc., is a life science specialty technology corporation that has developed a novel combinational chemistry-based technology which the Company believes can, in certain circumstances, neutralize harmful environmental contaminants, toxins and dangerous micro-organisms including bacteria, viruses and spores. BRAND ENERGY: Clayton Acquisition No Impact on Moody's Ratings -------------------------------------------------------------- Moody's Investors Service said that Brand Energy & Infrastructure Services, Inc.'s ratings are unaffected by the company's announcement that it is being acquired by Clayton, Dubilier & Rice. Brand Energy & Infrastructure Services, Inc., headquartered in Kennesaw, GA, is the largest multi-craft specialty services company in North America. It provides scaffolding, insulation, coatings and other services supporting the refining, chemical and power industries. First Reserve, through affiliated funds, is the majority owner of Brand. Revenues for the last twelve months through June 30, 2013 totaled about $1.9 billion. On October 23, 2012, Moody's affirmed the B3 corporate family rating and B3 probability of default rating of Brand Energy. Moody's also affirmed the B2 ratings on Brand's first lien term loan due 2018 and revolver due 2017 as well as the Caa2 rating on the second lien bank credit facility. Moody's assigned B2 ratings to Brand's first lien term loan due 2016 as well the term loans issued by Brand's wholly-owned subsidiary, Aluma Systems Inc., as borrower. BROADWAY FINANCIAL: Regains Compliance with Nasdaq Bid Price Rule ----------------------------------------------------------------- Broadway Financial Corporation received a letter from Nasdaq Stock Exchange confirming that the Company has regained compliance with Nasdaq Marketplace Rule 5550(a)(2) and the matter is now closed. On Jan. 3, 2013, Nasdaq notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market. Since then, Nasdaq has determined that for the last 10 consecutive business days, from Aug. 30, 2013, to Sept. 13, 2013, the closing bid price of the Company's common stock has been at $1.00 per share or greater. About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is currently regulated by the Board of Governors of the Federal Reserve System. The Bank is currently regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial disclosed net income of $588,000 on $19.89 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $14.25 million on $25.11 million of total interest income during the prior year. The Company's balance sheet at June 30, 2013, showed $345.2 million in total assets, $328.61 million in total liabilities, and a $16.58 million in total shareholders' equity. Crowe Horwath LLP, in Sacramento, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a tax sharing liability to its consolidated subsidiary that exceeds its available cash, the Company is in default under the terms of a $5 million line of credit with another financial institution lender in which the stock of its subsidiary bank, Broadway Federal Bank is held as collateral for the line of credit and the Company and the Bank are both under formal regulatory agreements. Furthermore, the Company and the Bank are not in compliance with these agreements and the Company's and the Bank's capital plan that was submitted under the agreements has been preliminarily approved subject to completion of its recapitalization. Failure to comply with these agreements exposes the Company and the Bank to further regulatory sanctions that may include placing the Bank into receivership. These matters raise substantial doubt about the ability of Broadway Financial Corporation to continue as a going concern. CENTRAL COVENTRY: Fire District Going Broke, Official Says ---------------------------------------------------------- SEATTLEPI.COM reports that the special master of the Central Coventry Fire District in Coventry, Rhode Island, said it may run out of money before voters pass judgment on a new budget Oct. 21. According to the report, the fire district, which provides fire and emergency services for about 18,000 people, has been in receivership since October. Voters overwhelmingly rejected a budget in March, the report relates. The report notes that the Providence Journal reports that Superior Court Judge Brian P. Stern has since given a newly elected district board of directors authority to negotiate a new budget. The report relates that Richard Land, the special master, said the fire district has about US$670,000 on hand and is spending between US$100,000 and US$120,000 a week. Mr. Land said that at that rate, the district will be out of cash in October, according to SEATTLEPI.COM. CITIZEN REPUBLIC: Fitch Hikes ST Issuer Default Rating From 'B' --------------------------------------------------------------- Fitch Ratings has upgraded the ratings of Citizen Republic Bancorp's (CRBC) and its bank subsidiary following the company's acquisition by FirstMerit Corporation. Additionally, Fitch has assigned long- and short-term Issuer Default Ratings (IDRs) to FMER and its main bank subsidiary, FirstMerit N.A. of 'BBB+/F2'. The Rating Outlook is Stable. Rating Action Rationale Since the CRBC entities have been merged into FMER and its affiliates, their IDRs, and Viability Ratings (VRs) are removed from Rating Watch Positive and aligned with those of FMER, and withdrawn. A complete list of ratings affected by this transaction is provided at the end of this release. FMER's assigned ratings are supported by the company's continued stable financial performance, good market position in core markets, solid asset quality, and an adequate capital position given its risk profile. The Stable Outlook reflects Fitch's view that the combined entity will generate reasonable earnings and maintain adequate capital levels for its rating category over the long term. Key Rating Drivers - IDRs and VR FMER has grown through acquisitions recently, and thus has put itself at risk of potentially failing to integrate efficiently or timely. However, management has shown the ability to assimilate people, branch networks and IT systems in such a manner. In the most recent case of acquiring CRBC, the company estimates that it will incur nearly $10 million less in integration costs while maintaining similar cost-saves when the deal was initially announced. Fitch observes that FMER has generated consistent earnings performance not only throughout the credit crisis but coming out of it as well. When adjusting for one-time items relating to the acquisition of CRBC, core earnings, measured by pre-provision net revenue (PPNR) are around 1.5% with the company generating a bottom-line return on average assets (ROA) of between 85 basis points (bps) and 95 bps. Fitch believes that cost saves could augment earnings performance, in the near-to-mid-term, they will most likely be off-set by net interest margin compression given the asset-sensitive nature of FMER's balance sheet. Asset quality metrics are in line relative to similarly rated peers. After consistently falling for several quarters, non- performing assets (NPAs; inclusive of accruing TDRs but exclusive of covered loans) ticked up to 1.4% in the second quarter of 2013 (2Q'13) primarily due CRBC's OREO portfolio coming on balance sheet. However, the company has shown the ability to work down NPAs with relatively small credit costs. FMER's net charge-offs over the last five quarters have averaged 38 bps, in line with similarly rated peers. Fitch views the FMER's capital levels as adequate for its rating and overall risk profile. At June 30, 2013, the company reported ratios of 7.6%, 11.4% and 13.9% for tangible common equity, Tier 1 risk-based capital, and total risk-based capital, respectively. Fitch notes that the company has maintained capital at these levels even after creating a balance sheet 50% larger than at year-end 2012 (YE12) through the acquisition of CRBC. Fitch would expect the company to maintain these types of capital ratios if its taste for sizable acquisitions continues. Rating Sensitivities - IDRs and VR Ratings could be pressured if operating performance trended downward in comparison to most recent quarters and below peer averages. Given that FMER's profitability, capital and credit metrics are in-line with similarly 'BBB+' Fitch-rated peers, Fitch believes FMER's ratings are on the high end of its potential range. Rating Drivers and Sensitivities - Support and Support Rating Floors FMER has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, FMER is not systemically important and therefore, Fitch believes the probability of support is unlikely. IDRs and VRs do not incorporate any support. The ratings were unsolicited by and have been provided by Fitch as a service to investors. Fitch has upgraded and withdrawn the following ratings: Citizens Republic Bancorp, Inc. -- Long term IDR to 'BBB+' from 'B'; -- Short-term IDR to 'F2' from 'B'; -- Viability to 'bbb+' from 'b'; -- Preferred stock at to 'BB-' from 'C/RR6'. Citizens Bank -- Long term IDR to 'BBB+' from 'B'; -- Long-term deposits to 'A-' from 'B+/RR3'; -- Short-term IDR to 'F2' from 'B'; -- Short-term deposits to 'F2' from 'B'; -- Viability to 'bbb+' from 'b'. Fitch has upgraded the following ratings: Citizens Funding Trust I -- Preferred stock to 'BB' from 'CCC/RR6'. The following ratings have been affirmed and withdrawn: Citizens Republic Bancorp, Inc. -- Support at '5'; -- Support floor at 'NF'. Citizens Bank -- Support at '5'; -- Support floor at 'NF'. Fitch has assigned the following ratings: FirstMerit Corporation -- Issuer Default Rating (IDR) 'BBB+'; -- Short-term IDR 'F2'; -- Viability 'bbb+'; -- Support '5'; -- Support floor 'NF'. FirstMerit, N.A. -- Long-term IDR 'BBB+'; -- Long-term deposits 'A-'; -- Short-term IDR 'F2'; -- Short-term deposits 'F2; -- Viability 'bbb+'; -- Support '5'; -- Support floor 'NF'. COLONIAL BANCGROUP: Spars with FDIC over Meaning of Recent Rulings ------------------------------------------------------------------ Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that Colonial BancGroup Inc.'s lawyers say a pair of recent appellate court rulings in favor of the Federal Deposit Insurance Corp. over bank-holding company creditors actually strengthens its claim to hundreds of millions of dollars in disputed tax refunds. About The Colonial BancGroup Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc., (NYSE: CNB) owned Colonial Bank, N.A, its banking subsidiary. Colonial Bank -- http://www.colonialbank.com/-- operated 354 branches in Florida, Alabama, Georgia, Nevada and Texas with over $26 billion in assets. On Aug. 14, 2009, Colonial Bank was seized by regulators and the Federal Deposit Insurance Corporation was named receiver. The FDIC sold most of the assets to Branch Banking and Trust, Winston-Salem, North Carolina. BB&T acquired $22 billion in assets and assumed $20 billion in deposits of the Bank. The Colonial BancGroup filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 09-32303) on Aug. 25, 2009. W. Clark Watson, Esq., at Balch & Bingham LLP, and Rufus T. Dorsey IV, Esq., at Parker Hudson Rainer & Dobbs LLP, serve as counsel to the Debtor. The Debtor disclosed $45 million in total assets and $380 million in total liabilities as of the Petition Date. In September 2009, an Official Committee of Unsecured Creditors was formed consisting of three members, Fine Geddie & Associates, The Bank of New York Trust Company, N.A., and U.S. Bank National Association. Burr & Forman LLP and Schulte Roth & Zabel LLP serve as co-counsel for the Committee. Colonial Brokerage, a wholly owned subsidiary of Colonial BancGroup, filed for Chapter 7 protection with the U.S. Bankruptcy Court in the Middle District of Alabama in June 2010. Susan S. DePaola serves as Chapter 7 trustee. COMARCO INC: Incurs $794,000 Loss in July 31 Quarter ---------------------------------------------------- Comarco, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a loss from continuing operations of $794,000 on $1.50 million of revenue for the three months ended July 31, 2013, as compared with income from continuing operations of $151,000 on $1.68 million of revenue for the same period during the prior year. For the six months ended July 31, 2013, the Company incurred a loss from continuing operations of $2.26 million on $2.92 million of revenue as compared with a loss from continuing operations of $561,000 on $3.88 million of revenue for the same period last year. Comarco's balance sheet at July 31, 2013, showed $2.93 million in total assets, $10.89 million in total liabilities and a $7.95 million total shareholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/oYU0Rz About Comarco Inc. Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO) -- http://www.comarco.com/-- is a provider of innovative, patented mobile power solutions that can be used to power and charge notebook computers, mobile phones, and many other rechargeable mobile devices with a single device. Comarco disclosed a net loss of $5.59 million on $6.33 million of revenue for the year ended Jan. 31, 2013, as compared with a net loss of $5.31 million on $8.06 million of revenue for the year ended Jan. 31, 2012. Squar, Milner, Peterson, Miranda & Williamson, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses and negative cashflow from operations, has negative working capital and uncertainties surrounding the Company's ability to raise additional funds. These factors, among others, raise substantial doubt about its ability to continue as a going concern. COPYTELE INC: Reports $2.6 Million Net Loss in July 31 Quarter -------------------------------------------------------------- Copytele, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.58 million on $0 of total net revenue for the three months ended July 31, 2013, as compared with a net loss of $629,102 on $249,470 of total net revenue for the same period last year. For the nine months ended July 31, 2013, the Company reported a net loss of $7.15 million on $2,130 million of total net revenue as compared with a net loss of $2.39 million on $946,735 of total net revenue for the same period during the prior year. The Company's balance sheet at July 31, 2013, showed $5.30 million in total assets, $8.54 million in total liabilities and a $3.23 million total shareholders' deficiency. A copy of the Form 10-Q is available for free at: http://is.gd/1ZOaJz About CopyTele Melville, N.Y.-based CopyTele, Inc.'s principal operations include the development, production and marketing of thin flat display technologies, including low-voltage phosphor color displays and low-power passive E-Paper(R) displays, and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over several communications media. Copytele Inc. incurred a net loss of $4.25 million for the year ended Oct. 31, 2012, compared with a net loss of $7.37 million during the prior fiscal year. KPMG LLP, in Melville, New York, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended Oct. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations, has negative working capital, and has a shareholders' deficiency that raise substantial doubt about its ability to continue as a going concern. CORNERSTONE HOMES: LeClairRyan Approved as Committee Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of New York authorized the Official Committee of Unsecured Creditors in the bankruptcy case of Cornerstone Homes, Inc., to retain LeClairRyan, A Professional Corporation, as the Committee's counsel. As reported in the Troubled Company Reporter on Sept. 3, 2013, LeClairRyan will be paid based on its standard hourly rates, not to exceed $425 per hour for partners, $295 per hour for associates, and $130 per hour for paralegals. The firm will also be reimbursed for its out-of-pocket expenses. The firm's Gregory J. Mascitti, Esq., assures the Court that LeClairRyan does not represent any interest adverse to the Committee, the creditors, or other parties-in-interest in connection with the Chapter 11 case and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, and to the extent required by Section 1103(b) of the Bankruptcy Code and Bankruptcy Rule 2014. About Cornerstone Homes Cornerstone Homes Inc., a homebuilder from Corning, New York, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. As reported in the TCR on July 31, the Debtor scheduled a Sept. 6 hearing for the bankruptcy judge in Rochester, New York, to approve the reorganization plan. Unsecured creditors are chiefly composed of noteholders with $14.5 million in claims. For a 7 percent recovery, they are to receive a note for $1 million, bearing 2 percent interest and maturing in 10 years under the Plan. The note will be paid with proceeds from sales of homes. CORNERSTONE HOMES: Sec. 341 Creditors Meeting Adjourned to Oct. 17 ------------------------------------------------------------------ Kathleen Dunivin Schmitt, U.S. Trustee for Region 2, adjourned to Oct. 17, 2013, at 2 p.m., the meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of Cornerstone Homes Inc. The meeting will be held at Rochester UST 341. Cornerstone Homes Inc., a homebuilder from Corning, New York, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. As reported in the TCR on July 31, the Debtor scheduled a Sept. 6 hearing for the bankruptcy judge in Rochester, New York, to approve the reorganization plan. Unsecured creditors are chiefly composed of noteholders with $14.5 million in claims. For a 7 percent recovery, they are to receive a note for $1 million, bearing 2 percent interest and maturing in 10 years under the Plan. The note will be paid with proceeds from sales of homes. CRAVEN PROPERTIES: Hearing on Dismiss Motion Continued to Sept. 18 ------------------------------------------------------------------ The hearing to consider the U.S. Trustee's motion to dismiss or convert Craven Properties, L.P.'s Chapter 11 case is continued to Sept. 18, 2013, at 1:30 p.m. As reported in the TCR on Aug, 23, 2013, Guy G. Gebhardt, the United States Trustee for Region 21, filed a motion with the Bankruptcy Court, seeking to dismiss the Chapter 11 case of Craven Properties, L.P., or convert it to Chapter 7. According to the U.S. Trustee, although the case has been pending for almost a year, the Debtor has not proposed a plan of reorganization, and it is apparent from its monthly operating reports filed in the case that it does not have the ability to fund a confirmable plan of reorganization. Failure or inability to propose a plan within a reasonable period of time constitutes cause for dismissal or conversion of a chapter 11 case under 11 U.S.C. Sec. 1112(b). Craven Properties, L.P., a single asset real estate, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-23082) in its hometown in Gainesville, Georgia, on Aug. 31, 2012. Judge Robert Brizendine presides over the case. John J. McManus, Esq., at John J. McManus & Associates, P.C., serves as counsel. Billy J. Craven signed the petition. In its amended schedules, the Debtor disclosed $20,028,429 in assets and $3,872,671 in liabilities as of the Petition Date. DATARAM CORP: Incurs $882K Net Loss in July 31 Quarter ------------------------------------------------------ Dataram Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $881,630 on $7.37 million of revenues for the three months ended July 31, 2013, compared with a net loss of $975,717 on $8.00 million of revenues for the three months ended July 31, 2012. The Company's balance sheet at July 31, 2013, showed $7.79 million in total assets, $5.66 million in total liabilities, and stockholders' equity of $2.13 million. "If current and projected revenue growth does not meet estimates, the Company may continue to choose to raise additional capital through debt and/or equity transactions, reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation. Currently, the Company does not have any commitments or assurances for additional capital, nor can the Company provide assurance that such financing will be available to it on favorable terms, or at all. These factors raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/HVOgF3 Princeton, N.J.-based Dataram Corporation is a developer, manufacturer and marketer of large capacity memory products primarily used in high-performance network servers and workstations. DELTA AIR: Fitch Affirms 'B+' Revenue Bonds Ratings --------------------------------------------------- Fitch Ratings has affirmed the ratings of Industrial Development Corporation (IDC) of the Port of Seattle's special facilities revenue bonds, series 2012 (Delta Air Lines, Inc. Project) at 'B+'. The rating Outlook is Positive. Key Rating Drivers The rating takes into consideration the following factors: (i) Delta Air Lines, Inc.'s (DAL's) credit quality (ii) the structure of the transaction (iii) Fitch's view on the likelihood of affirmation of this lease and ultimate recovery for bondholders in a potential restructuring. Unlike most airport revenue bonds which are viewed as unsecured claims of the airline, bondholders in this issue are secured by the lease between DAL and the Port of Seattle for the property which holds DAL's hanger facility. The issuing entity is the IDC of the Port of Seattle, but it has a limited obligation on the rated bonds. These bonds are serviced exclusively by the lease payments from DAL under its financing lease agreement with the IDC, and DAL also provides an unsecured guarantee. Furthermore, the bond is secured by the original lease agreement between DAL and the Port of Seattle for the hanger facility, which enables the bond trustee to re-lease the facility to a new tenant if DAL decides to reject the lease in a potential bankruptcy. Accordingly, Fitch believes that recovery for bondholders in these notes would be higher than DAL unsecured debt in the event DAL rejected this lease in a potential restructuring. While this supports recovery in a downside scenario, Fitch's base case view is that DAL would likely affirm this lease obligation in a potential filing (as it did before when Northwest filed in 2005) given the strategic importance of SEA to DAL. Although SEA is not a hub or major airport for DAL, it is an important gateway for the airline on the west coast and a profit center for its maintenance services. Fitch has affirmed the following: Industrial Development Corporation (IDC) of the Port of Seattle special facilities revenue refunding bonds, series 2012 (Delta Air Lines, Inc. Project): -- $66 million due April 1, 2030 at 'B+'. Fitch currently rates Delta Air Lines, Inc. as follows: -- Issuer Default Rating 'B+'; -- $1.2 billion senior secured revolving credit facility due 2016 'BB+/RR1'; -- $1.4 billion senior secured term loan due 2017 'BB+/RR1'. DEWEY & LEBOEUF: Trustee Seeks $1.2MM in Latest Batch of Lawsuits ----------------------------------------------------------------- Law360 reported that Dewey & LeBoeuf LLP's liquidating trustee on Sept. 13 launched another nine lawsuits against companies that provided billing, data and other types of services to the now- defunct firm while it was still in operation, seeking a combined $1.2 million overall. According to the report, Alan M. Jacobs said the defendants all received payments from Dewey in the 90 days before its May 2012 bankruptcy filing, meaning it was insolvent under the standards of the U.S. Bankruptcy Code. He is looking to recover what he said were fraudulent transfers, the report related. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DISPENSING DYNAMICS: S&P Revises Outlook & Affirms 'B-' CCR ----------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on City of Industry, Calif.-based Dispensing Dynamics International (DDI) to negative from stable. At the same time, S&P affirmed the 'B-' corporate credit rating on DDI. S&P also affirmed its 'B-' issue-level rating on the company's $130 million senior secured notes due 2018. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%) recovery for noteholders in the event of payment default. The outlook revision to negative reflects the potential that continued weak financial performance could persist, resulting in a shrinking of Dispensing Dynamics International's borrowing base collateral such that availability on the ABL decreases to less than $5 million, triggering the application of its fixed charge covenant. "The negative outlook reflects our view that weaker-than-expected end-market demand resulting in weaker-than-expected financial performance could shrink the borrowing base collateral on the ABL, limiting the amount of availability and constraining liquidity," said Standard & Poor's credit analyst Maurice Austin. S&P could lower the rating if its liquidity assessment on DDI weakens to "less than adequate". This could occur if availability on the ABL decreases to less than $5 million, triggering the fixed-charge covenant requirement. An upgrade is less likely in the next 12 months based on S&P's assessment of DDI's highly leveraged financial risk profile, with leverage expected to end the year more than 7x and FFO to debt less than 5%. EAGLE'S VIEW: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Eagle's View Academy, Inc. 7788 Ramona Blvd. West Jacksonville, FL 32221 Bankruptcy Case No.: 13-05584 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Paul M. Glenn Debtor's Counsel: Jason A Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC 118 West Adams Street, Ste. 900 Jacksonville, FL 32202 Tel: (904) 354-5065 E-mail: jason@jasonaburgess.com Scheduled Assets: $2,085,688 Scheduled Liabilities: $1,850,721 A copy of the list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb13-5584.pdf The petition was signed by Scott Kinlaw, president. EAST COAST: Court Denies MLIC Motion to Terminate Exclusivity ------------------------------------------------------------ After granting MLIC Asset Holdings, LLC's and MLIC CB Holdings, LLC's Motion to Appoint Trustee for East Coast Brokers & Packers, Inc., pursuant to 11 U.S.C. Sec. 1104, the U.S. Bankruptcy Court for the Middle District of Florida denied as "moot" the two entities' emergency motion to terminate Debtors' exclusivity period; permit creditors to file plan of reorganization and disclosure statement and establish bid procedures for sale of assets. About East Coast Brokers East Coast Brokers & Packers, Inc., along with four related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers & Packers disclosed $12,663,307 in assets and $75,181,975 in liabilities as of the Chapter 11 filing. Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the Debtors. Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special counsel. In June 2013, the bankruptcy court approved the appointment of Gerard A. McHale, Jr., to serve as Chapter 11 trustee. MLIC Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a Chapter 11 trustee, or, in the alternative, dismiss the Debtors' Chapter 11 cases. According to the MLIC entities, the Debtors, among other things had mishandled the potential rents from employees, failed to pay taxes, failed to maintain insurance, has inadequate security regarding the Debtors' personal and real property, and delayed the filing of schedules and reports required under the Bankruptcy Code. Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee, Fla., represents the Chapter 11 trustee as counsel. EAST COAST: Shumaker Loop Employment as Special Counsel Denied -------------------------------------------------------------- For the reasons stated orally and in open court on Sept. 5, 2013, the U.S. Bankruptcy Court for the Middle District of Florida, on Sept. 11, 2013, denied as "moot" East Coast Brokers, & Packers, Inc.'s Amended Application to Employ Shumaker, Loop, & Kendrick, LLP as Special Counsel. As reported in the TCR on Aug. 14, 2013, the Debtors, in an amended application dated Aug. 1, 2013, asked the Bankruptcy Court for authorization to employ Steven M. Berman, Esq., and Shumaker, Loop, & Kendrick, LLP, as special counsel, nunc pro tunc to July 3, 2013. The professional services the Firm is being hired to perform include assisting the Debtors in maximizing the value of their assets while in the control of the Chapter 11 Trustee. A copy of the Amended Application is available at: http://bankrupt.com/misc/eastcoast.doc332.pdf About East Coast Brokers East Coast Brokers & Packers, Inc., along with four related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers & Packers disclosed $12,663,307 in assets and $75,181,975 in liabilities as of the Chapter 11 filing. Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the Debtors. Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special counsel. In June 2013, the bankruptcy court approved the appointment of Gerard A. McHale, Jr., to serve as Chapter 11 trustee. MLIC Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a Chapter 11 trustee, or, in the alternative, dismiss the Debtors' Chapter 11 cases. According to the MLIC entities, the Debtors, among other things had mishandled the potential rents from employees, failed to pay taxes, failed to maintain insurance, has inadequate security regarding the Debtors' personal and real property, and delayed the filing of schedules and reports required under the Bankruptcy Code. Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee, Fla., represents the Chapter 11 trustee as counsel. EASTMAN KODAK: Patent Deal With OLED Co. Gets Court Approval ------------------------------------------------------------ Law360 reported that Eastman Kodak Co. on Sept. 16 received a bankruptcy judge's approval of a settlement that resolves a longstanding dispute with Global OLED Technology LLC over 18 organic light-emitting diode patents. According to the report, under the agreement, Kodak will retain 15 of the patents and transfer the other three, which the newly reorganized Kodak has no use for, to GOT. It will also assign all of its rights under a 1995 license agreement related to the patents to GOT, the report said. In exchange, the company will drop the lawsuit it filed last year, the report added. 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. The Bankruptcy Court confirmed confirmed Kodak's Plan of Reorganization on Aug. 20. The company officially emerged from Chapter 11 protection on Sept. 3. ECOTALITY INC: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------------- Ecotality Inc., a developer of charging systems for electric vehicles, filed a petition for Chapter 11 protection on Sept. 16 and wants the bankruptcy judge in Phoenix to sell the business at auction on Oct. 9. According to Bloomberg News, if the bankruptcy judge goes along with the schedule, bids would be due initially on Oct. 7, before an auction the next day and a hearing on Oct. 10 for approval of the sale. The bankruptcy is to be financed with a $1.25 million loan from Nissan North America Inc. Bloomberg News reports that the papers don't state an expected sale price. ECOtality, Inc. and its U.S. subsidiaries have proposed to jointly administer their chapter 11 cases under the caption In re Electric Transportation Engineering Corporation, dba ECOtality North America, Case No. 2:13-bk-16126-RJH. All documents filed with the Bankruptcy Court are available for inspection at the Office of the Clerk of the Bankruptcy Court, online at http://www.azb.uscourts.govfor a fee, and for free at http://www.kccllc.net/ECOtality Each of the Debtors remains in possession of its respective assets and will continue to operate its respective business as a "debtor in possession" under the jurisdiction of the Bankruptcy Court, and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. The Company cannot predict what the ultimate value of its common stock may be or whether the holders of common stock will receive any distribution in the Company's reorganization; however, it is likely that the Company's common stock will have very little or no value given the amount of the Company's liabilities compared to its assets. The Company's shareholders are cautioned that trading in shares of the Company's equity securities during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Company's equity securities may bear little or no relationship to the actual recovery, if any, by holders in the Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its equity securities. On Sept. 16, 2013, and in connection with the Company's filing of a voluntary petition for relief under the Bankruptcy Code, the Company and its Electric Transportation Engineering Corporation subsidiary and its subsidiaries including ECOtality Stores, Inc.; ETEC North LLC; The Clarity Group, Inc.; and G.H.V. Refrigeration entered into a Credit and Security Agreement with Nissan North America. Under the terms of the Credit Agreement and subject to approval of the Bankruptcy Court, the Lender will make available to the Borrowers a delayed draw term loan in an amount up to $1,250,000. Subject to the provisions of the Credit Agreement, Lender agrees to loan to Borrower in the amounts and on the dates following: (i) At closing of the Credit Agreement - $500,000, (ii) On September 25, 2013 - $250,000, (iii) On September 30, 2013 - $250,000, and (iv) On October 7, 2013 - $250,000. All amounts outstanding and other obligations shall be due and payable on the date which is the earliest of (i) any date on which Lender accelerates the maturity of the Term Loan pursuant to an event of default as defined in the Credit Agreement, (ii) the date upon which the Interim Financing Order from the Bankruptcy Court expires, if the Final Financing Order from the Bankruptcy Court has not been entered prior to such date, (iii) the closing of the Sale, or (iv) October 28, 2013. Interest accrues on the outstanding principal balance of the Term Loan at a rate of 5% per annum. All interest is due and payable on the Maturity Date. Upon the occurrence and during the continuation of any event of default, interest will accrue at a rate of 7% per annum. Under the Credit Agreement, each Credit Party grants to Lender a continuing security interest in, a lien upon, and a right to set off against, and pledges to Lender any and all right, title and interest in and to all assets of each Credit Party (excluding certain assets acquired with funds that were reimbursed with federal funds unless certain conditions are met) including but not limited to the following, whether now owned or existing, or subsequently acquired or arising, and including any leasehold interest therein, which security interest is intended to be a first priority security interest: (i) all goods, accounts, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, documents, instruments (including any promissory notes), chattel paper, cash, deposit accounts, securities accounts, fixtures, letter of credit rights, securities, and all other investment property, supporting obligations, and financial assets; (ii) all of each Credit Party's books and records relating to any of the foregoing; and (iii) any and all claims, rights and interest in any of the above and all substitutions for, additions, attachments, accessories and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. In the event of default under the Credit Agreement, Lender may, without notice or demand, (i) terminate its obligations to make Advances and (ii) elect amounts due Lender, all interest thereon and all other obligations to be due and payable immediately. Events of default include, but are not limited to (i) expenditures by the any of the Credit Parties, on a rolling two week basis by an amount exceeding 10% of budgeted amounts on an aggregate basis (such amounts are provided in a budget accompanying the Credit Agreement), without the prior consent of Lender, (ii) conversion of any Bankruptcy Case to a case under chapter 7 of the Bankruptcy Code, and (iii) dismissal of any Debtor's Chapter 11 case. The proceeds of the Term Loan will be used by the Borrowers to (i) fund Borrowers' operations until a sale of substantially all of the Credit Parties' assets and any interest of the Department of Energy in those assets (or subject to the DOE grant, as such grant may be amended, to Borrowers if it is assumed, assigned and novated in favor of a purchaser, (ii) to fund $27,000 for the operations of the Borrower's Stores and Portable subsidiaries, and (iii) to pay certain administration costs necessary to maintain the corporate existence of the Guarantors. The Debtors intend to seek approval of the Bankruptcy Court of an auction and sale of substantially all of their assets under Section 363 of the Bankruptcy Code. The bankruptcy filing constituted an event of default, and triggered repayment obligations of the Company and certain of its subsidiaries and/or gave rise to certain other rights and remedies, including termination rights, of counterparties. The Company believes that any efforts to enforce such payment obligations or rights and remedies are subject to limitation by, and automatically stayed as a result of, the bankruptcy filing and the applicable provisions of the Bankruptcy Code. The bankruptcy filing and/or related circumstances constituted an event of default or otherwise triggered rights and remedies of counterparties under the following instruments, agreements or arrangements: (a) The bankruptcy filing constituted an event of default with respect to $5,000,000 in aggregate principal amount of unsecured indebtedness under the Company's 5.05% Convertible Note due March 13, 2015. The Note is senior to the Company's preferred stock and common stock. Under the terms of the Note, when the Company or any significant subsidiary commences a case under any bankruptcy law, the holder may require the Company to redeem all or any portion of the Note by delivering written notice thereof. (b) The Company previously executed several EV Pilot Program Master Agreements, also referred to as National Account Agreements, under which the Company installed Level 2 chargers and DC Fast Chargers in connection with the EV Project with the Department of Energy. Under the terms of those agreements, the Company's filing of a case under the Bankruptcy Code qualifies as a cause for termination of those agreements, under which the Company could be required to remove installed chargers at its own expense. The extent to which the Participants in the agreements may request early termination for cause and the amount of de- installation expense that would be incurred under that scenario cannot be reasonably estimated at this time. (c) On August 8, 2013, the Company notified the DOE that, even though the Company continues to aggressively pursue certain options for additional financing and is exploring other alternatives, in the event additional financing is not obtained, the Company may not be able to fulfill its operational obligations, including under the EV Project. In response, the DOE sent a letter to the Company stating that it was suspending all payments under the EV Project while it investigates the situation and determines whether the award should continue. Under the EV Project agreement, ECOtality is required to immediately notify the DOE of the occurrence of any of several events including the Company's filing of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act. Upon the occurrence of the filing of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act, the DOE reserves the right to conduct a review of the Company's award to determine its compliance with the required elements of the award (including such items as cost share, progress towards technical project objectives, and submission of required reports). If the DOE review determines that there are significant deficiencies or concerns with the Company's performance under the agreement, the DOE reserves the right to impose additional requirements, as needed, including (i) changing of payment method; or (ii) institution of payment controls. (d) On June 28, 2013, the Company entered into a lease agreement upon expiration of its existing lease with Railroad Properties, LLC under which the Company occupies facilities in Phoenix, Arizona which provide approximately 30,000 square feet for office, warehousing, and test facility functions. The five-year lease, set to expire on June 30, 2018, provides for monthly base rent payments of approximately $13,700 and 3% annual increases in monthly base rent. The lease contains options to extend the lease for two additional 24-month periods. Under the terms of the Lease, becoming a debtor under the Bankruptcy Code is deemed a breach of the agreement that entitles the lessor to various remedies, including termination. (e) The Company is party to a Master Lease Agreement with Cisco Systems Capital Corporation for equipment totaling approximately $314.0 thousand. The terms of the Lease provide for monthly payments of approximately $9.5 thousand and obligate the Company to $341.0 thousand of total lease payments. The Lease is scheduled to expire on November 30, 2014. Under the terms of the Lease, the filing of a petition for relief under the Bankruptcy Code that is not dismissed within 45 days of filing constitutes an event of default under the Lease. Events of default under the Lease provide certain remedies to Cisco, including in relevant part: (i) Cisco may terminate the Lease and take possession of all leased equipment, (ii) recover any and all direct, incidental and consequential damages, including all accrued and unpaid Rent and other amounts owing under the Lease, (iii) recover an amount equal to the present values, discounted as per terms provided in the Lease, of the sum of all Rent and other payments remaining to be paid under the Lease through the end of the lease term plus the applicable purchase option amount as provided in the Lease, and (iv) Cisco may sell or re-lease any or all of the equipment and apply the proceeds thereof to the Company's obligations under the Lease. In addition, the Company is liable for all costs and expenses (including reasonable attorneys' fees) incurred by the Lessor in retaking possession of, and removing, storing, repairing, refurbishing and sell or leasing such equipment. Brandon Hurlbut resigned as a director of the Company effective September 15, 2013. Mr. Hurlbut's resignation was not the result of any disagreements with the Company on any matter related to the Company's operations, policies, or practices. Road to Bankruptcy Ecotality said in August it may need to file for bankruptcy after failing to increase sales. Ecotality, which operates under three businesses -- Blink, Minit-Charger and eTecLabs -- at that time said it was exploring options for a restructuring, including a sale, and had retained FTI Consulting as an adviser. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although eight potential buyers expressed interest, no purchaser is yet under contract, according to a court filing. The San Francisco-based company said in August that it would be filing for bankruptcy because hoped-for financing didn't materialize. The company said in a regulatory report that it hasn't generated sales "sufficient to support the company's operations in the second half of 2013." About Ecotality Inc. Headquartered in San Francisco, California, Ecotality, Inc. (Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of electric transportation and storage technologies. The Company provides electric vehicle infrastructure products and solutions that are used in on-road, grid-connected vehicles (including plug- in hybrid electric vehicles (PHEV) and battery electric vehicles), material handling and airport electric ground support applications. Through its main operating subsidiary, Electric Transportation Engineering Corporation (eTec), the Company's primary product offering is the Minit-Charger line of advanced battery fast-charge systems that are designed for various motive applications. In addition to its electric transportation focus, Ecotality, Inc. is also involved in the development, manufacture, assembly and sale of specialty solar products, advanced battery systems, and hydrogen and fuel cell systems. Its subsidiaries and primary operating segments consist of eTec, Innergy Power Corporation (Innergy), and ECOtality Stores (doing business as Fuel Cell Store). ECOTALITY INC: Case Summary and 30 Largest Unsecured Creditors -------------------------------------------------------------- Affiliated entities that simultaneously filed Chapter 11 petitions on September 16, 2013: Debtor Case No. ------ -------- Electric Transportation Engineering Corporation 13-16126 dba ECOtality North America dba ETEC dba eTec dba ETEC Electrical Infrastructure 430 S. 2nd Ave. Phoenix, AZ 85003 ECOtality, Inc. 13-16127 ECOtality Stores, Inc. 13-16128 ETEC North, LLC 13-16129 The Clarity Group, Inc. 13-16130 G.H.V. Refrigeration, Inc. 13-16131 Bankruptcy Court: United States Bankruptcy Court District of Arizona (Phoenix) Bankruptcy Judge: Chief Judge Randolph J. Haines Debtors' Lead Counsel: Charles R. Gibbs, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue Dallas, TX 75201 Tel: (214) 969-2800 Fax: (214) 969-4343 E-mail: cgibbs@akingump.com - and - David P. Simonds, Esq. Arun Kurichety, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 2029 Century Park East, Suite 2400 Los Angeles, CA 90067 Tel: (310) 229-1000 Fax: (310) 229-1001 E-mail: dsimonds@akingump.com akurichety@akingump.com Debtors' Local Counsel: Jared G. Parker, Esq. PARKER SCHWARTZ, PLLC 7310 N 16th St Ste. 330 Phoenix, AZ 85020 Tel: 602-282-0477 Fax: 602-282-0478 E-mail: jparker@psazlaw.com Debtors' Claims & Noticing Agent: KURTZMAN CARSON CONSULTANTS LLC U.S. Department of Energy's Counsel: Victor W. Zhao, Esq. Civil Division U.S. DEPARTMENT OF JUSTICE 1100 L Street, N.W. Room 10044 Washington, DC 20005 Tel: (202) 307-0958 E-mail: victor.w.zhao@usdoj.gov Electric Transportation Engineering Corp.'s Estimated Assets: $10 million to $50 million Electric Transportation Engineering Corp.'s Estimated Debts: $100 million to $500 million The petitions were signed by H. Ravi Brar, president and CEO. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Amount of Claim ------ --------------- --------------- Department of Energy Government $6,465,725 3610 Collins Ferry Road, Contract P.O. Box 880 Morgantown, WV 26507 Kelly McDonald Ph: (304) 285-4113 ABB Technology Note Payable $4,956,660 Ventures Affolternstrasse 44, P.O. Box 8131 CH-8050 Zurich Switzerland SPX Corporation Trade Payable $588,368 28635 Mound Road Warren, MI 48092 Anthony Slaughter Ph: (586) 574-2332 Roush Trade Payable $284,057 Manufacturing 12445 Levan Road Livonia, MI 48150 Cheri Kaplan Ph: (734) 779-7232 BESCO Trade Payable $253,726 Nashville (Broadway Electric Service Corporation) 1800 N. Central Street Knoxville, TN 37917 Ph: (865) 546-2104 Nissan North America Trade Payable $244,900 P.O. Box 685006 Franklin, TN 37068-5006 John Arnesen Ph: (615) 725-0792 Cherry City Electric Trade Payable $241,773 1596 22nd Street SE Salem, OR 97302 Joe Janssen Ph: (503) 566-5600 E3 Displays, LLC Trade Payable $236,431 21050 N. 9th Place, Ste. 309 Phoenix, AZ 85024 Dennis Rahrig Ph: (602) 288-9758 Kotman Electric Trade Payable $235,109 2416 S. 17th Place Phoenix, AZ 85034 Ph: (602) 256-6103 Caltech Trade Payable $214,898 1200 E. California Blvd (m/C 210-85) Pasadena, CA 91125 Ph: (626) 395-8186 Target CW Trade Payable $213,531 9475 Chesapeake Drive San Diego, CA 92123 Michelle Brennan Ph: (858) 810-3000 Logicalis, Inc. Trade Payable $206,879 34505 W. Twelve Mile Road Ste. 210 Farmington Hills, MI 48331 Pat Haney Ph: (248) 957-5600 Cisco Capital Trade Payable $150,184 LVI Energy Trade Payable $146,160 (Lane Valente) University of Trade Payable $143,815 California, Davis Saturn Electric Trade Payable $143,300 GMA Manufacturing LLC Trade Payable $131,122 Hannah Solar & Trade Payable $127,210 Worry Free Power LLC OnStar LLC Trade Payable $126,334 Bitrode Trade Payable $112,006 Tornado Design Trade Payable $111,926 McGladrey, LLP Trade Payable $109,129 Miller Electric Mfg. Co. Trade Payable $106,641 Campbell Family Trade Payable $105,570 Electric, Inc Sprint Trade Payable $95,643 University of Nebraska - Trade Payable $90,397 Lincoln Baker Electric Trade Payable $90,156 Low & High Power Group Inc. Trade Payable $86,916 Christenson Electric Trade Payable $82,447 Evolvelectric Trade Payable $76,990 EDISON MISSION: Can Keep Co-Gen Plants With Chevron --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Chevron Corp. has now sustained two losses in its quest to buy out the 50 percent ownership in two co-generation plants held by subsidiaries of bankrupt power producer Edison Mission Energy. According to the report, through subsidiaries, Chevron and EME each hold 50 percent joint venture interests in plants in the Kern River oil field near Bakersfield, California. The plants produce electricity and steam Chevron uses to increase oil output from the wells. According to Chevron, the plants are becoming uneconomic because the demand for steam is falling as a result of the maturity of the oil field. The report notes that last year, EME rejected Chevron's offer to buy out EME's interest in the two plants and four others for $82.5 million. Chevron contends the bankruptcy filing by EME in December was an event of default entitling it to purchase EME's interest in the two plants for half of book value, or about $42.5 million. The report relates that Chevron lost the first round in January when the bankruptcy judge in Chicago ruled there was no ground for modifying the so called automatic stay to permit actions to terminate interests in the projects owned by subsidiaries of EME, which is itself a subsidiary of non-bankrupt parent Edison International Inc. Later, EME filed papers seeking court authorization for a bankruptcy process known as assumption of an executory contract. The report relays that in plain English, it means court permission to perform and become bound by an unfinished contract. By assumption, a bankrupt company like EME couldn't later back out without being forced by the court to pay damages in full. Chevron objected to assumption. U.S. Bankruptcy Judge Jacqueline P. Cox handed down a 20-page opinion this week rejecting Chevron's arguments and allowing EME to take on the contracts. She said in her opinion that they are profitable and have thrown off millions in income for the joint venture partners. Chevron has an appeal pending in federal district court, attempting to reverse Judge Cox's ruling in January blocking action to terminate the partnership. Chevron can appeal this week's opinion too, raising the habitually thorny question of whether a bankrupt company can assume a partnership agreement. According to the report, EME's $1.2 billion in 7 percent senior unsecured notes maturing in 2017 traded on Sept. 17 for 65.5 cents on the dollar, up 25 percent from 52.5 cents immediately before bankruptcy, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors other than Camino Energy Company are represented by David R. Seligman, P.C., Esq., James H.M. Sprayregen, P.C., Esq., and Sarah Hiltz Seewer, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP. Counsel to Debtor Camino Energy Company is David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC. Perella Weinberg Partners, LP is acting as the Debtors' financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. ELECTRIC MOBILE: Case Summary & 4 Unsecured Creditors ----------------------------------------------------- Debtor: Electric Mobile Cars, LLC 1717 McKinney Avenue # 700 Dallas, TX 75202 Bankruptcy Case No.: 13-12399 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Joseph J. McMahon, Jr., Esq. CIARDI, CIARDI & ASTIN 919 N. Market Street, Suite 700 Wilmington, DE 19801 Tel: (302) 658-1100 Fax: (302) 658-1300 E-mail: jmcmahon@ciardilaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's four largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/deb13-12399.pdf The petition was signed by Mark Carlson, manager. EMERALD EXPOSITIONS: S&P Assigns 'B+' Corp. Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services assigned California-based trade show operator Emerald Expositions Holding Inc. (formerly Nielsen Business Media Holding Co.) its 'B+' corporate credit rating. The outlook is stable. At the same time, S&P assigned the company's $520 million senior secured credit facilities its issue-level rating of 'BB-' (one notch higher than the corporate credit rating), with a recovery rating of '2', indicating S&P's expectation for substantial (70% to 90%) recovery for secured lenders in the event of a payment default. The facility consists of a $90 million revolving credit facility due 2018 and a $430 million term loan due 2020. In addition, S&P assigned the company's $200 million senior unsecured notes due 2021 its issue-level rating of 'B-' (two notches lower than the corporate credit rating), with a recovery rating of '6', indicating its expectation for negligible (0% to 10%) recovery for unsecured lenders in the event of a payment default. The company used the proceeds, along with about $350 million of equity, to fund the buyout of the company for $950 million. The 'B+' corporate credit rating reflects the company's position as one of the larger players in the fragmented trade show industry and the financial risk inherent in a leveraged buyout. S&P views the company's business risk profile as "fair" based on the business' sensitivity to economic weakness, its concentration in several categories in the tradeshow industry, and its very high profitability. S&P views the company's financial risk profile as "highly leveraged" based on its high leverage of 6.5x, pro forma as of March 31, 2013. Pro forma interest coverage is 2.3x. Emerald is one of the largest trade show operators in the U.S. and operates 68 trade shows and conferences each year, including 10 of the 250 largest trade shows. Trade shows are sensitive to economic weakness and reductions in business travel, but the migration of advertising and marketing services online has only modestly hurt the sector. The trade show market is highly fragmented, but the company has the top trade show in the broad range of industries in which it participates. However, large trade shows in the general merchandise and outdoor retail segments generate over 40% of revenue. During the economic downturn, trade shows in the building and jewelry industries struggled and have not returned to 2008 revenue levels. EMPIRE TODAY: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg. ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating on Chicago-based Empire Today LLC to 'B-' from 'B'. The outlook is negative. Additionally, S&P lowered its issue rating on the company's $150 million senior secured notes due 2017 to 'B-' from 'B'. The recovery rating remains '4', indicating S&P's expectation for average (30%-50%) recovery for noteholders in the event of a payment default. "The rating actions on Empire Today reflect weaker-than-expected operating performance over the past few quarters because of pressured top-line growth, which has produced less customer leads than we had previously projected," said credit analyst Kristina Koltunicki. "We estimate credit protection measures will be constrained over the next 12 months because of the highly fixed cost structure of the company absent any significant revenue increases. We have revised our management and governance score to "weak", based on our view that management and the board has been less than effective in navigating challenging market conditions. The recent termination of the company's CEO, and the related uncertainty surrounding related party transactions, also point to operational ineffectiveness." S&P's outlook on Empire Today is negative. This reflects S&P's expectation that performance and credit ratios will remain volatile, as it believes the company may be unable to effectively leverage costs due to quarterly swings in sales volumes. If negative operating trends persist, S&P believes there is the potential for additional liquidity deterioration over the next year which could lead to a downgrade. In addition, Empire is involved in various lawsuits, including the most recent allegations against the company for retrospective insurance premiums. In S&P's opinion, it is early in the litigation process and, as such, it has not factored substantial potential costs or settlements into the current rating. However, rating pressure is possible if, as S&P receives more information, it believes the company's liquidity would be materially reduced or the economics of its business model were seriously affected. S&P could lower our ratings if liquidity becomes less than adequate, possibly the result of operating performance deterioration or a negative judgment in any of the various lawsuits the company is involved in, which could result in material damages. S&P could revise the outlook to stable if the company demonstrates it can reduce volatility in its business and generate free cash flow, maintain adequate liquidity, and if an adverse outcome of recent litigation does not appear too likely. Revenue and EBITDA growth would have to exceed S&P's current expectations, resulting in total debt to EBITDA of less than 5x on a sustained basis. S&P forecasts EBITDA would need to increase 70% above current levels to generate such a result. EXCEL MARITIME: Plan Might Fail at Confirmation, Judge Warns ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although Excel Maritime Carriers Ltd. persuaded the U.S. Bankruptcy Judge Robert Drain to preclude the creditors' committee from filing a competing reorganization plan, the judge warned the company, which operates 38 dry-bulk vessels, that he might not approve the plan unless it's modified to the creditors' satisfaction. Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that the bankruptcy judge has shipped Excel Maritime, its squabbling bondholders and lenders off to mediation to resolve their concerns over Excel's lender-backed Chapter 11 plan. According to the Bloomberg report, in August, the committee filed papers aimed at ending Excel's exclusive right to propose a Chapter 11 plan so holders of convertible notes could submit a proposal of their own. Drain held a hearing last week and filed his opinion on Sept. 13 explaining why the $5 million cost of a competing plan doesn't make sense. The report notes that Excel has a plan that was negotiated before the bankruptcy filing on July 1. It would give ownership to secured lenders owed $771 million, although the lenders will allow the current owner, Gabriel Panayotides, to keep control at least initially and buy the company back later. The committee objected, because they said it would allow Panayotides to retain the company for less than market value while giving "non-trade unsecured creditors virtually no distribution." The report relates that the judge said the creditors don't agree with the valuation inherent in the company plan. Judge Drain said he may find the company plan defective unless it's amended to gain the creditors' support or modified in some fashion so the value of the business is tested in the marketplace. Judge Drain appointed fellow bankruptcy judge James M. Peck to serve as mediator. He said in his opinion that the $5 million consumed in litigating a competing plan would be better spent "to bridge the negotiating gap." The report discloses that there will be a hearing on Sept. 30 for Excel to ask the judge to approve disclosure materials explaining the company's plan. About Excel Maritime Based in Athens, Greece, Excel Maritime Carriers Ltd. -- http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportation services for dry bulk cargoes, such as iron ore, coal and grains, as well as bauxite, fertilizers and steel products. Excel owns a fleet of 40 vessels and, together with 7 Panamax vessels under bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax, 21 Panamax, 2 Supramax and 5 Handymax vessels) with a total carrying capacity of approximately 3.9 million DWT. Excel Class A common shares have been listed since Sept. 15, 2005, on the New York Stock Exchange (NYSE) under the symbol EXM and, prior to that date, were listed on the American Stock Exchange (AMEX) since 1998. The company blamed financial problems on low charter rates. The balance sheet for December 2011 had assets of $2.72 billion and liabilities totaling $1.16 billion. Excel owes $771 million to secured lenders with liens on almost all assets. There is $150 million owing on 1.875 percent unsecured convertible notes. Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-23060) 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: Section 341(a) Meeting Adjourned to Oct. 1 ---------------------------------------------------------- The Section 341(a) meeting of creditors for Excel Maritime Carriers, Ltd., et al., which was originally scheduled for Aug. 13, 2013, has been adjourned to Oct. 1, 2013, at 2:30 p.m. The 341 Meeting will be held at 80 Broad Street, 4th Floor, New York, New York 10004. Attendance by creditors at the 341 Meeting is welcomed, but not required. At the 341 Meeting, the creditors may examine the Debtors' representative and transact such other business as may properly come before the meeting. The 341 Meeting may be continued or adjourned from time to time by notice at the meeting, without further written notice to the creditors. 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: Committee Motion to Terminate Exclusivity Denied ---------------------------------------------------------------- Robert D. Drain, United States Bankruptcy Judge for the Southern District, in a modified bench ruling dated Sept. 13, 2013, said he will not, at this time, grant the motion of the Official Committee of Unsecured Creditors of Excel Maritime Carriers LTD. to terminate exclusivity under Section 1121 of the Bankruptcy Code. "I have been very clear that at some point there may be a problem with this plan if, in fact, the Debtors aren't able to show that there's been a fair opportunity to propose an alternative, under LaSalle. And whether that's under LaSalle or Section 1129(a)(3), that's just -- that's going to be an issue. So I hope that I won't ever have to ever get to that point. So I'll ask Debtors' counsel, Mr. McDermott, if you could submit an order denying the motion for the reasons stated on the record." A full-text of the Judge Drain's modified bench ruling is available at http://bankrupt.com/misc/excelmaritime.doc321.pdf As reported in the TCR on Aug. 13, 2013, the Committee asked the Bankruptcy Court to end the exclusivity period granted to the Debtors to allow other interested parties to propose their reorganization plans for the Debtors. The Creditors' Committee complained that the Debtors' prepackaged plan only benefits the secured lenders and controlling shareholders. The prepackaged plan would give ownership of the company to secured lenders owed $771 million, although the lenders will allow current owner Gabriel Panayotides to maintain control at least initially and buy the Company back later. The Committee is opposed to the aspect of the plan where the current owner can retain an interest while unsecured creditors receive "nominal to no distribution." About Excel Maritime Based in Athens, Greece, Excel Maritime Carriers Ltd. -- http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportation services for dry bulk cargoes, such as iron ore, coal and grains, as well as bauxite, fertilizers and steel products. Excel owns a fleet of 40 vessels and, together with 7 Panamax vessels under bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax, 21 Panamax, 2 Supramax and 5 Handymax vessels) with a total carrying capacity of approximately 3.9 million DWT. Excel Class A common shares have been listed since Sept. 15, 2005, on the New York Stock Exchange (NYSE) under the symbol EXM and, prior to that date, were listed on the American Stock Exchange (AMEX) since 1998. The company blamed financial problems on low charter rates. The balance sheet for December 2011 had assets of $2.72 billion and liabilities totaling $1.16 billion. Excel owes $771 million to secured lenders with liens on almost all assets. There is $150 million owing on 1.875 percent unsecured convertible notes. Excel Maritime, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-bk- 23060) on July 1, 2013, in New York, after signing an agreement where secured lenders owed $771 million support a reorganization plan filed alongside the petition. Excel, which sought bankruptcy with a number of affiliates, has tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC, as investment banker; and Global Maritime Partners Inc., as financial advisor. A five-member official committee of unsecured creditors was appointed by the U.S. Trustee. 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: Can Retain Jefferies as Investment Banker --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors of Excel Maritime Carriers LTD., et al., to employ and retain Jefferies LLC as its investment banker, effective as of July 12, 2013. Jefferies will be compensated on the terms specified in the Engagement Letter, as modified by this Order, and Jefferies will l serve fee statements and file interim and final fee applications for allowance of the fees and expenses payable under the terms of the Engagement Letter, pursuant to the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, any applicable orders of this Court, and any guidelines regarding submission and approval of fee applications. As reported in the TCR on Aug. 28, 2013, the Committee said it needs an investment banker to assist it in the critical tasks associated with guiding the Committee through the Debtors' reorganization efforts. 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: Panel Taps Ashurst for "Lien Review/Analysis" ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Exide Technologies asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain Ashurst LLP to provide necessary legal services in connection with the Committee's review and analysis of the Debtor's liens and foreign collateral, effective as of Aug. 7, 2013. Ashurst will provide "lien review/analysis" services, at the direction of the Committee's main counsel. The hourly rates for Ashurst's personnel are: Partners GBP705 - GBP800 Counsel GBP575 - GBP660 Associates GBP300 - GBP550 Paraprofessionals GBP190 To the best of the Committee's knowledge, Ashurst is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court will convene a hearing on the matter on Oct. 16, 2013, at 1 p.m. Objections, if any, are due Sept. 24, at 4 p.m. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide 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. EXIDE TECHNOLOGIES: Creditors Have Until Oct. 31 to File Claims --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware established Oct. 31, 2013, at 5 p.m., as the deadline for any individual or entity to file proofs of claim against Exide Technologies. The Court also set Dec. 9 as bar date for any governmental unit. Proofs of claim must be submitted to: 1. if by hand delivery or overnight courier: Exide Case Administration c/o GCG 5151 Blazer Parkway, Suite A Dublin, OH 43017 2. if by first-class mail: Exide Case Administration c/o GCG P.O. Box 9985 Dublin, OH 43017-5985 GCG said that it will not accept a proof of claim sent by facsimile or e-mail. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide 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. FRIENDFINDER NETWORKS: Files Voluntary Ch. 11 Bankruptcy Petitions ------------------------------------------------------------------ Penthouse magazine publisher FriendFinder Networks Inc. and 38 affiliates filed for Chapter 11 bankruptcy protection Sept. 17 (Bankr. D. Del. Lead Case No. 13-12404) on September 17, listing assets of $465.3 million and debt totaling $662 million. FriendFinder Networks on Sept. 17 disclosed that it has reached an agreement with key stakeholders on the terms of a plan to strengthen its balance sheet and grow its flagship brands. "The agreement with the overwhelming majority of our noteholders will allow FriendFinder Networks to refinance our long-term debt, permit us to reinvest in our business, and position some of the strongest brands in the market for additional growth," said Anthony Previte, Chief Executive Officer of FriendFinder Networks. "The agreement comes at a time when our flagship brands are continuing to perform well and the operational efficiencies we previously put in place are taking hold." Entities holding more than 80% in principal amount outstanding of both the 14% Senior Secured Notes due 2013 and the 11.5% Non-Cash Pay Secured Notes due 2014 signed the Transaction Support Agreement. The holders of 100% of the 14% Cash Pay Secured Notes due 2013 and the Company's largest shareholders have also agreed to support the transaction under a separate agreement. The transaction contemplates that the 14% Senior Secured Notes due 2013 will be exchanged for new notes in the same principal amount, plus certain additional consideration in the form of cash or notes. Holders of the 11.5% Non-Cash Pay Secured Notes due 2014 and 14% Cash Pay Secured Notes due 2013 will receive substantially all of the new common stock to be issued by reorganized FriendFinder Networks, plus cash consideration subject to certain conditions. The Company's current common stock will be extinguished once the agreement becomes effective and will no longer trade on the open market. The plan is expected to reduce the Company's annual interest expense by over $50 million, eliminate approximately $300 million of secured debt, and return control of the Company to the FriendFinder Networks founders. The company owes the first-lien noteholders a total of $234.3 million and the non-cash pay second-lien noteholders $320.3 million, according to court papers. The Company expects to file a Plan of Reorganization and Disclosure Statement, containing the terms of the Transaction Support Agreement, this month. The Transaction Support Agreement contemplates that the Plan of Reorganization will become effective by no later than January 31, 2014. "The Chapter 11 filing is the most efficient and cost-effective way for the Company to implement the Transaction Support Agreement while continuing to operate our business," Mr. Previte said. "All operations will continue as normal throughout this process. Importantly, nothing about the user experience is going to change and we anticipate that all of our affiliates will continue to be paid in the ordinary course of business during the Chapter 11 process." The Company's secured noteholders have also consented to the use of cash collateral to support operations throughout the Chapter 11 process subject to certain conditions. The Company believes it will have access to sufficient cash under the consensual cash collateral arrangement during the pendency of the bankruptcy cases and therefore does not anticipate a need for debtor-in-possession financing. Additionally, the Company intends to continue paying vendors in full for all goods and services provided during the Chapter 11 process. The plan contemplates unsecured creditors, including vendors, will be paid in full in cash once the plan becomes effective. The Company has already filed a variety of customary first-day motions with the Bankruptcy Court, including requests to continue paying employee wages and benefits without interruption. FriendFinder Networks is being advised by the law firm of Greenberg Traurig LLP and financial advisor SSG Capital Advisors, LLC. About FriendFinder Networks FriendFinder Networks (formerly Penthouse Media Group) owns and operates a variety of social networking Web sites, including FriendFinder.com, AdultFriendFinder.com, Amigos.com, and AsiaFriendFinder.com. All total, its Web sites are offered in 12 languages to users in some 170 countries. The company also publishes the venerable adult magazine PENTHOUSE, and produces adult video content and related images. The Company is based in Boca Raton, Florida. FriendFinder Networks reported a net loss of $49.44 million in 2012, a net loss of $31.14 million in 2011, and a net loss of $43.15 million in 2010. Over the first six months of 2013, revenue of $141.4 million resulted in a net loss of $20.7 million. According to Bloomberg News, there is $565.1 million in debt owing on three issues of secured notes in default. The first-lien notes are $234.3 million. Second-lien, non-cash paying notes are $320.3 million. The cash-paying second-lien notes are $10.6 million. The first lien notes mature this month. The case is In re PMGI Holdings Inc., 13-12404, U.S. Bankruptcy Court, District of Delaware (Wilmington). FRIENDFINDER NETWORKS: Second-Lien Holders to Be New Owners ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that before FriendFinder Networks Inc. filed for Chapter 11 protection on Sept. 17, the operator of adult social- networking websites already agreed with first- and second-lien noteholders on a reorganization plan. According to the report, the plan has support from holders of more than 80 percent of first- and second-lien secured notes. Unsecured creditors are to be paid in full. The Boca Raton, Florida-based company has $565.1 million owing on three issues of secured notes. The report notes that the first-lien notes, amounting to $234.3 million, were in default and were to mature at the month's end, although the debt already was accelerated. The forthcoming reorganization plan calls for holders of the 14 percent first-lien notes to receive accrued interest plus an equal amount in new 14 percent first-lien notes to mature in five years. Excess cash will be used partly to pay down principal on the notes before maturity. The report relates that holders of $320.3 million in non-cash paying second-lien notes, along with holders of $10.6 million in cash-paying second-lien notes, will receive all the new equity. The noteholders and the company signed a so-called plan support agreement which requires the court's approval of the reorganization plan by the signing of a confirmation order within three months. The report relates that FriendFinder said financial problems were caused by revenue that declined more than 10 percent in the past year. An 18 percent decline in revenue from social-networking websites was partly offset by an increase in revenue from live interactive websites. About FriendFinder Networks FriendFinder Networks (formerly Penthouse Media Group) owns and operates a variety of social networking Web sites, including FriendFinder.com, AdultFriendFinder.com, Amigos.com, and AsiaFriendFinder.com. All total, its Web sites are offered in 12 languages to users in some 170 countries. The company also publishes the venerable adult magazine PENTHOUSE, and produces adult video content and related images. The Company is based in Boca Raton, Florida. FriendFinder Networks reported a net loss of $49.44 million in 2012, a net loss of $31.14 million in 2011, and a net loss of $43.15 million in 2010. FriendFinder Networks filed a petition for Chapter 11 reorganization (Bankr. D. Del. Lead Case No. 13-12404) on September 17, listing assets of $465.3 million and debt totaling $662 million. The case is In re PMGI Holdings Inc., 13-12404, U.S. Bankruptcy Court, District of Delaware (Wilmington). The petition listed assets of $465.3 million and debt totaling $662 million. FRIENDFINDER NETWORKS: Case Summary & 30 Top Unsecured Creditors ---------------------------------------------------------------- Affiliated entities that simultaneously filed Chapter 11 petitions on September 17, 2013: Entity Case No. ------ -------- PMGI Holdings Inc. 13-12404 6800 Broken Sound Parkway NW Suite 200 Boca Raton, FL 33487 FriendFinder Networks Inc. 13-12405 Argus Payments Inc. 13-12406 Big Island Technology Group, Inc. 13-12407 Blue Hen Group Inc. 13-12408 Confirm ID, Inc. 13-12409 Danni Ashe, Inc. 13-12410 Fastcupid, Inc. 13-12411 Fierce Wombat Games Inc. 13-12412 FriendFinder California Inc. 13-12413 FriendFinder Ventures Inc. 13-12414 FRNK Technology Group 13-12415 General Media Art Holding, Inc. 13-12416 General Media Communications, Inc. 13-12417 General Media Entertainment, Inc. 13-12418 Global Alphabet, Inc. 13-12419 GMCI Internet Operations, Inc. 13-12420 GMI On-Line Ventures, Ltd. 13-12421 Interactive Network, Inc. 13-12422 Magnolia Blossom Inc. 13-12423 Medley.com Incorporated 13-12424 NAFT News Corporation 13-12425 Penthouse Digital Media Productions Inc. 13-12426 Penthouse Images Acquisitions, Ltd. 13-12427 PerfectMatch Inc. 13-12428 Playtime Gaming Inc. 13-12429 PPM Technology Group, Inc. 13-12430 Pure Entertainment Telecommunications, Inc. 13-12431 Sharkfish, Inc. 13-12432 Snapshot Productions, LLC 13-12433 Streamray Inc. 13-12434 Streamray Studios Inc. 13-12435 Tan Door Media Inc. 13-12436 Traffic Cat, Inc. 13-12437 Transbloom, Inc. 13-12438 Various, Inc. 13-12439 Video Bliss, Inc. 13-12440 West Coast Facilities Inc. 13-12441 XVHUB Group Inc. 13-12442 Bankruptcy Court: United States Bankruptcy Court District of Delaware Bankruptcy Judge: Hon. Christopher S. Sontchi Debtors' Counsel: Nancy A. Mitchell. Esq Matthew L. Hinker, Esq. Paul T. Martin, Esq. GREENBERG TRAURIG, LLP MetLife Building 200 Park Avenue New York, NY 10166 Tel: 212-801-9200 Fax: 212-801-6400 Email: mitchelln@gtlaw.com hinkerm@gtlaw.com martinpt@gtlaw.com - and - Dennis A. Meloro, Esq. The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Tel: (302) 661-7000 Fax: (302) 661-7360 Debtors' Special & Conflicts Counsel: AKERMAN SENTERFITT Debtors' Financial Advisors: SSG CAPITAL ADVISORS LLC Debtors' Claims & Noticing Agent: BMC GROUP INC Total Consolidated Assets: $465,301,000 Total Consolidated Debts: $661,967,000 The petition was signed by Anthony Previte, president and CEO. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Amount of Claim ------ --------------- --------------- PG&E TRADE PAYABLE $25,511.94 BOX 997300 SACRAMENTO, CA 95899-7300 ACCOUNTS RECEIVABLE TEL: (415) 973-1000; (800) 511-0374 AVIANA GLOBAL TRADE PAYABLE $8,875.00 TECHNOLOGIES, INC. 915 W IMPERIAL HWY SUITE 100 BREA, CA 92821 JENIFER FRIAL TEL: (714) 674-0260 FAX: (714) 674-0279 MARIN SOFTWARE INC TRADE PAYABLE $8,300.83 140 S. DEARBORN STREET, SUITE 300-A CHICAGO, IL 60603 ACCOUNTS RECEIVABLE TEL: (312) 267-2083 NOVA MANAGEMENT, INC. TRADE PAYABLE $7,506.90 TRILIBIS, INC TRADE PAYABLE $7,159.10 VERIZON WIRELESS TRADE PAYABLE $7,146.54 OPENMARKET INC. TRADE PAYABLE $6,000.00 FRANK, RIMERMAN CO. LLP TRADE PAYABLE $5,878.73 JASON JOHNSON TRADE PAYABLE $5,250.00 PEPPER SCHWARTZ TRADE PAYABLE $5,000.00 OFFICE DEPOT TRADE PAYABLE $4,953.15 PRINCIPAL LIFE TRADE PAYABLE $4,716.23 INSURANCE COMPANY SERVICE BY MEDALLION TRADE PAYABLE $4,480.00 MARK MONITOR TRADE PAYABLE $4,008.29 FRG WASTE RESOURCES, INC TRADE PAYABLE $3,536.21 AT&T TRADE PAYABLE $3,276.06 ZINIO SYSTEMS, LLC TRADE PAYABLE $3,023.45 CRISPIN BOYER TRADE PAYABLE $2,750.00 JEFF STOLLER TRADE PAYABLE $2,627.34 BRANDVERITY, INC. TRADE PAYABLE $2,500.00 PRETTY THINGS PRESS/ TRADE PAYABLE $2,500.00 MONDAY MORNING BOOKS VACO SAN FRANCISCO, LLC TRADE PAYABLE $2,434.26 VOLUME 11 MEDIA INC. TRADE PAYABLE $2,400.00 FAHRENHEIT HEATING TRADE PAYABLE $2,200.00 & AIR CONDITIONING INC. MEDINA'S CATERING TRADE PAYABLE $2,715.00 AVN MEDIA NETWORK, INC. TRADE PAYABLE $2,000.00 FEDEX CORPORATION TRADE PAYABLE $1,800.10 SARAH WALKER TRADE PAYABLE $1,590.00 SPREAD ENTERTAINMENT, INC. TRADE PAYABLE $1,500.00 JOSHUA ROTHKOPF TRADE PAYABLE $1,400.00 FRIENDFINDER NETWORKS: Obtains Approval of Key Court Motions ------------------------------------------------------------ FriendFinder Networks Inc. on Sept. 18 disclosed that it has obtained U.S. Court approval of a variety of motions that will support the Company's operations as it proceeds with a financial restructuring supported by more than 80% of its noteholders. All of the Company's operations, including its flagship publications, continue to operate as normal. U.S. Bankruptcy Judge Christopher S. Sontchi on Sept. 18 authorized the Company to continue paying employee wages and benefits without interruption and gave the Company permission to continue all affiliate and customer programs. Additionally, the Company has been authorized to use cash generated from operations to support all operations throughout the Chapter 11 process. "The relief granted today allows FriendFinder Networks to continue operating in the normal course of business as we pursue a financial restructuring that will reduce interest expense, eliminate debt, and strengthen our flagship brands," said Anthony Previte, Chief Executive Officer of FriendFinder Networks. "We are pleased with the progress already made in our Chapter 11 process and look forward to proceeding with our plan to grow the business." In addition to the above relief, the court approved a variety of motions that will allow all operations to continue without interruption throughout this process, including the use of its cash management systems and payments to suppliers for goods and services provided on or after the September 17, 2013 filing date, as well as payments to affiliates under existing agreements. As previously reported, entities holding more than 80% in principal amount outstanding of both the 14% Senior Secured Notes due 2013 and the 11.5% Non-Cash Pay Secured Notes due 2014 agreed to support the terms of the Company's plan. Additionally, the holders of 100% of the 14% Cash Pay Secured Notes due 2013 and the Company's largest shareholders have also agreed to support the transaction under a separate agreement. The plan is expected to reduce the Company's annual interest expense by over $50 million, eliminate approximately $300 million of secured debt, and return control of the Company to the FriendFinder Networks founders. About FriendFinder Networks FriendFinder Networks (formerly Penthouse Media Group) owns and operates a variety of social networking Web sites, including FriendFinder.com, AdultFriendFinder.com, Amigos.com, and AsiaFriendFinder.com. All total, its Web sites are offered in 12 languages to users in some 170 countries. The company also publishes the venerable adult magazine PENTHOUSE, and produces adult video content and related images. The Company is based in Boca Raton, Florida. FriendFinder Networks reported a net loss of $49.44 million in 2012, a net loss of $31.14 million in 2011, and a net loss of $43.15 million in 2010. EisnerAmper LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's New First Lien Notes and Cash Pay Second Lien Notes, absent a restructuring or refinancing, mature on Sept. 30, 2013, and further are subject to maturity date acceleration by the lenders as a result of events of default upon the expiration or termination of forbearance agreements currently in place. In addition, the Company has failed to comply with certain covenants related to its Non-Cash Pay Second Lien Notes which mature on April 30, 2014. Accordingly, all such debt has been classified as current liabilities as of Dec. 31, 2012, and cannot be satisfied with available funds which raises substantial doubt about the Company's ability to continue as a going concern. * * * In the Nov. 14, 2012, edition of the TCR, Standard & Poor's Ratings Services lowered its rating on FriendFinder Networks Inc. to 'CC' from 'CCC'. "The downgrade follows FriendFinder's announcement that it had reached a forbearance agreement with 85% of the lenders in its senior secured notes and 100% of the lenders in its second lien cash pay notes that defers the excess cash flow payments through Feb. 4, 2013," said Standard & Poor's credit analyst Daniel Haines. "The company has decided to preserve liquidity as it attempts to refinance its debt. We are withdrawing our ratings at the company's request." GMX RESOURCES: Merrill Lynch Still on The Hook for Class Action --------------------------------------------------------------- Law360 reported that an Oklahoma federal judge on Sept. 16 denied a bid to dismiss a proposed class action against bankrupt GMX Resource Inc.'s underwriters, including Merrill Lynch, finding that they aided in certain securities sales and therefore could potentially be liable for any alleged misrepresentations of the oil and gas producer's financial health. According to the report, U.S. District Court Judge Timothy D. DeGiusti rejected a motion to dismiss the proposed class action, finding that plaintiffs adequately alleged securities fraud claims against the underwriters and some of GMX's leaders, including CEO Ken Kenworthy Jr.. The case is Northumberland County Retirement System et al v. GMX Resources Inc et al., Case No. 5:11-cv-00520 (W.D. Okla.) before Judge Timothy D. DeGiusti. The case was filed May 12, 2011. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represented the Debtors as counsel. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. The DIP financing provided by senior noteholders requires court approval of a sale within 75 days following approval of sale procedures. The lenders and principal senior noteholders include Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors Inc. and Whitebox Advisors LLC. Looper Reed is substituted as counsel for the Official Committee of Unsecured Creditors in place of Winston & Strawn LLP, effective as of April 25, 2013. The Committee tapped Conway MacKenzie, Inc., as financial advisor. HARLAN LABORATORIES: S&P Lowers Corporate Credit Rating to 'CCC' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Indianapolis-based Harlan Laboratories Inc. to 'CCC' from 'CCC+'. The outlook remains negative. S&P lowered the rating on the company's senior secured credit facility to 'CCC' (the same as the corporate credit rating) from 'CCC+'. S&P's '3' recovery rating on the company's senior secured credit facilities remains unchanged, reflecting its expectation for meaningful (50%-70%) recovery in the event of payment default. "Our rating action on Harlan reflects our view that it is increasingly unlikely that the company will be able to execute a debt refinancing prior to the July 2014 term loan maturity because of its current operating performance. On a year-to-date basis, Harlan has experienced double-digit revenue contraction, which is meaningfully weaker than the low-single-digit revenue declines we previously expected," said credit analyst Shannan Murphy. "In addition, this level of operating performance is inconsistent with the modest revenue expansion that competitors have experienced, which suggests Harlan is losing market share. While Harlan has taken some cost actions that should enable the company to maintain nearly flat EBITDA margins, covenant cushions have tightened to the low-single digits as of June 30, and we believe a breach is likely as soon as the quarter ending Sept. 30. Because free cash flow remains positive, we think lenders would be willing to waive a breach in the near term." The negative outlook reflects S&P's view that the company could default on its term loan when it matures in July 2014 absent very accommodating capital market conditions, sponsor support, or an unexpected, dramatic improvement in operating performance. It also reflects S&P's view that a covenant violation is possible in the near term, as well as its expectation that lenders would be likely to waive a near-term breach because the company is still generating cash. S&P could lower its rating if it believes the company cannot avoida default on its obligations is (for example, if the company announces its intentions to forego an interest payment or restructure its debt). S&P might also consider default unavoidable if the company's business performance deteriorates further, resulting in negative free cash flow generation that leads to diminishing cash balances. In this instance, S&P would consider interest payments to be at risk. S&P could also lower its rating if the company breaches its financial covenants and is unable to obtain a waiver or amendment from its banks. S&P views covenant breach as a possibility in the near term. Based on the very short timeframe until the term loan matures, an upgrade based on stronger operating performance alone would be unlikely. Rather, S&P would only consider a higher rating if the company proposes a credible refinancing scenario that alleviates near-term covenant and maturity pressures while still allowing the company to generate at least breakeven free cash flow. Under such a scenario, a multi-notch upgrade outside of the 'CCC' rating category would be possible. HEALTHSOUTH CORP: Moody's Affirms Ba3 Corp. Family Rating --------------------------------------------------------- Moody's Investors Service upgraded the Speculative Grade Liquidity Rating of HealthSouth Corporation to SGL-1 from SGL-2. Moody's also assigned a Baa3 (LGD 1, 7%) rating to HealthSouth's $600 million senior secured revolving credit facility expiring 2018, which replaced a revolver expiring in 2017 -- the rating of which will be withdrawn. Moody's also affirmed HealthSouth's existing ratings, including the Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating. The outlook for the ratings is stable. The upgrade of the Speculative Grade Liquidity Rating to SGL-1 from SGL-2 reflects Moody's expectation that the company's liquidity will remain very good over the next 12-18 months. Despite the recently initiated quarterly dividend, Moody's expects that HealthSouth will continue to generate robust free cash flow that can sufficiently fund investments that will contribute to the company's growth, including both the opening of de novo facilities and acquisitions. Following is a summary of Moody's rating actions. Rating upgraded: Speculative Grade Liquidity Rating, to SGL-1 from SGL-2 Ratings affirmed / LGD assessments revised: Senior unsecured shelf at (P)B1 Senior notes at B1 (LGD 4, 63%) from B1 (LGD 4, 64%) Corporate Family Rating at Ba3 Probability of Default Rating at Ba3-PD Ratings assigned: Senior secured revolving credit facility expiring 2018 at Baa3 (LGD 1, 7%) Ratings withdrawn: Senior secured revolving credit facility expiring 2017 at Baa3 (LGD 1, 8%) Ratings Rationale: HealthSouth's Ba3 Corporate Family Rating reflects the company's moderate leverage and strong interest coverage. Moody's expects that healthy cash flow will allow the company to grow its business without the use of incremental debt. Moody's also acknowledges that HealthSouth's considerable scale in the inpatient rehabilitation sector and geographic diversification should allow the company to adjust to or mitigate payment reductions more easily than many other inpatient rehabilitation providers. However, Moody's also considers risks associated with HealthSouth's reliance on the Medicare program for a significant portion of revenue and limited services in one niche of the post- acute continuum of care. The ratings could be upgraded if HealthSouth can sustain debt to EBITDA below 3.0 times and EBITA to interest above 3.5 times. Moody's would also have to see the company remain disciplined in regards to shareholder returns and their potential to impact credit metrics. Finally, Moody's would need to gain comfort around the company's high exposure to Medicare and the potential for negative reimbursement changes prior to a ratings upgrade. If Moody's expects debt to EBITDA to increase and be sustained above 4.0 times, either through unforeseen adverse developments in Medicare reimbursement, a significant debt financed acquisition, an increased appetite for debt financed shareholder initiatives, or deterioration in operating performance, the ratings could be downgraded. 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. HealthSouth is the largest operator of inpatient rehabilitation hospitals in terms of revenue and number of facilities. The company serves patients through its network of inpatient rehabilitation hospitals, outpatient rehabilitation satellite clinics and home health agencies. HealthSouth recognized revenue of nearly $2.2 billion in the twelve months ended June 30, 2013 after considering the provision for doubtful accounts. HEALTHWAREHOUSE.COM INC: Scott M. Johnson Holds 8.7% Equity Stake ----------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Scott M. Johnson and his affiliates disclosed that as of Sept. 13, 2013, they beneficially owned 2,296,761 shares of common stock of HealthWarehouse.com, Inc., representing 8.73 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/akxzqK About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. The Company reported a net loss of $5.57 million on $11.08 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $5.71 million on $10.36 million of net sales during the prior year. As of Dec. 31, 2012, the Company had $2.15 million in total assets, $9.94 million in total liabilities and a $7.79 million total stockholders' deficiency. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing significant losses and the need to raise additional funds to meet the Company's obligations and sustain its operations. The Company said the delay in filing its Form 10-K resulted in the loss of its quotation privileges, on the OTCQB market tier and the liquidity for its common stock could be adversely affected by reducing the ability or willingness of broker-dealers to make a market in or otherwise sell the Company's shares and the ability of our stockholders to sell their shares in the secondary market. The Company's common stock currently trades on the OTC Pink market tier. Furthermore, on or about April 16, 2012, the Company lost its Rule 144(i)(2) exemption which prevents the sale of restricted stock into the public market. Bankruptcy Warning "The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code," the Company said in its annaul report for the year ended Dec. 31, 2012. HELIOS USA: In Receivership, Cuts 24 Jobs ----------------------------------------- Biztimes.com reports that Milwaukee-based solar panel manufacturer Helios USA has closed, and about 24 employees have been laid off. According to the report, the company filed for receivership in Milwaukee County Circuit Court. Judge Paul Van Grunsven named Milwaukee Attorney Michael Polsky the receiver for the Menomonee Valley company, according to court filings, the report relates. The report notes that leaders at Helios, which manufactures mono- crystalline solar modules, had often expressed concerns about competition with lower-priced products imported by Chinese solar panel manufacturers. The company opened in 2009 with funding from private equity, bank loans and government financing. It began producing solar panels in 2011. According to the report, Wisconsin's now-defunct Department of Commerce provided a US$1.3 million loan to Helios in 2009 as part of the state energy loan program. The loan is now administered by the Wisconsin Economic Development Corporation, which recently issued a past due notice for US$116,951, according to Tom Thieding, WEDC corporate communications manager. The payment was due August 1. The Milwaukee Economic Development Corporation provided a $650,000 loan to Helios, of which US$380,000 is still outstanding, according to Jeff Fleming, Department of City Development spokesman, the report discloses. The report notes that Atty. Polsky shuttered Helios and laid off about 24 employees who remained, according to David Latona, executive vice president of the MEDC. Atty. Polsky will now assess the assets and debts of the company, then put it up for sale in some form. "He basically controls the assets of the entity, and he has to market them. . . . He has to basically sit down and do an analysis and determine what's the best strategy for the business," the report quoted Mr. Latona as saying. The report notes that MEDC and other creditors will then have the right of first refusal on any sale, Atty. Polsky said. The report relates that Atty. Polsky said its possible Helios could reopen, but unlikely because several other solar manufacturers have recently closed due to the Chinese competition issue. HERCULES OFFSHORE: Files Fleet Status Report as of September 15 --------------------------------------------------------------- Hercules Offshore, Inc., posted on its Web site at http://www.herculesoffshore.com/a report entitled "Hercules Offshore Fleet Status Report". The Fleet Status Report includes the Hercules Offshore Rig Fleet Status (as of Sept. 15, 2013), which contains information for each of the Company's drilling rigs, including contract dayrate and duration. The Fleet Status Report also includes the Hercules Offshore Liftboat Fleet Status Report, which contains information by liftboat class for August 2013, including revenue per day and operating days. The Fleet Status Report is available for free at http://is.gd/xtCmuP About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. As of June 30, 2013, the Company had $2.15 billion in total assets, $1.23 billion in total liabilities and $917.27 million in total equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HERCULES OFFSHORE: Moody's Rates New $300MM Sr. Unsec. Notes 'B3' ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Hercules Offshore, Inc.'s proposed $300 million senior unsecured notes due 2021. Net proceeds from this offering will be used to tender for the 10.5% senior notes due in 2017 and to redeem any of the 10.5% senior notes not purchased in the tender offer. The outlook remains negative. "Moody's views this transaction as a straightforward refinancing of more expensive debt," stated Michael Somogyi, Moody's Vice President -- Senior Analyst. "Hercules's leverage profile remains elevated, however, following the debt-financed acquisition of Discovery Offshore S.A. (unrated)." Assignments: Issuer: Hercules Offshore, Inc. $300 million Senior Unsecured Regular Bond/Debenture, Assigned B3 $300 million Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD5, 70% Changes: Issuer: Hercules Offshore, Inc. $400 million Senior Unsecured Regular Bond/Debenture Jul 15, 2021, changed to a range of LGD5, 70% from a range of LGD4, 66% $200 million Senior Unsecured Regular Bond/Debenture Apr 1, 2019, changed to a range of LGD5, 70% from a range of LGD4, 66% Ratings Rationale: The senior unsecured notes are rated B3, one notch beneath the Corporate Family Rating of B2, under Moody's Loss Given Default Methodology. Hercules' senior unsecured notes are subordinate to the potential priority claim of its $150 million secured revolving credit facility and its $300 million senior secured notes to the company's assets. The Ba3 rating on Hercules' $300 million senior secured notes is two notches higher than the B2 CFR. This reflects its senior standing in the capital structure and the support that is provided by the company's approximately $900 million of senior unsecured notes in a default scenario. However, Moody's has implemented a one notch downward override of the Loss Given Default model and capped the senior secured notes at Ba3 because the notes will not have a lien on the two jackup rigs acquired from Discovery Offshore and the recovery value of Hercules' aging commodity jack up fleet would have a lower recovery value in a distressed sale after an event of default. Hercules' B2 CFR is restrained by its high leverage profile and execution risk stemming from the debt-financed acquisition of Discovery Offshore S.A. Hercules recently contracted Hercules Triumph, one of Discovery's two high specification jackup rigs, for work in the Indian Ocean with Cairn India Limited for a dayrate of about $215,000 over a 110 day contract. Hercules Resilience, the second of Discovery's rigs, is in the shipyard for construction and remains un-contracted. The B2 CFR is supported by improving cash flows driven by robust operator activity in the shallow-water Gulf of Mexico and International offshore markets. Improved economics from liquids-rich wells has bolstered operator activity and, combined with a tightness in rig supply, continues to support positive day-rate progression and extended contract durations. The improving market conditions support positive cash flow generation, which Moody's expects to continue for at least the next 18 to 24 months as old contracts are renewed with higher day-rates and extended terms. Hercules should have adequate liquidity through the end of 2014. Hercules had a cash balance of $41 million and full availability on its $75 million revolving bank credit facility as of June 30, 2013. In July, the company amended its credit agreement to increase the borrowing base to $150 million and extend the maturity to July 2018. Together with the remaining proceeds from the $400 million senior unsecured notes offering in June 2013 and roughly $105 million proceeds from non-core asset sale proceeds, Hercules will have sufficient liquidity to fund the final payment due on the second newbuild, high specification jackup rig (Resilience). Access under the amended revolving credit facility will be predicated on remaining in compliance with a maximum 3.5x senior secured bank debt to consolidated EBITDA leverage ratio covenant, against which Moody's expects the company to remain in compliance. The rating outlook is negative. In order to stabilize the outlook, Hercules will have to secure a contract for the second Discovery jackup rig, Resilience, in line with expectations. A positive ratings action could be considered if Hercules's ratio of total debt to EBITDA is sustained below 2.5x while maintaining good liquidity. Should leverage be sustained in excess of 5.0x or liquidity deteriorate, the ratings could be considered for downgrade. The principal methodology used in this rating was the Global Oilfield Services Rating 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. Hercules Offshore, Inc. is headquartered in Houston, TX and is a provider of offshore contract drilling and liftboat services with operations principally in the shallow water Gulf of Mexico and in a number of international locations. HERCULES OFFSHORE: S&P Assigns 'B' Rating to $300MM Sr. Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' issue- level rating (the same as the corporate credit rating) and '4' recovery rating to Hercules Offshore Inc.'s $300 million senior unsecured notes due 2021. The recovery rating indicates S&P's expectation of average recovery (30% to 50%) in the event of default. Hercules plans to use the proceeds from the note issuance to refinance its existing $300 million 10.5% notes due October 2017. Refinancing the 10.5% notes will eliminate a key covenant that required the company to make the 10.5% notes secured if total secured debt exceed $375 million. S&P's recovery analysis incorporates the higher availability under the company's revolving credit facility ($150 million compared with $75 million previously due to the 10.5% note covenant). The simulated default scenario for S&P's recovery analysis assumes that the revolving credit facility will be fully drawn at default, which results in a slightly lower recovery expectation on the company's unsecured notes as compared to S&P's prior analysis, however the recovery continues to remain within the average (30% to 50%) range, consistent with our '4' recovery rating. S&P's ratings on Hercules reflects its participation in the highly volatile and competitive shallow-water drilling and marine services segments of the oil and gas industry. The ratings also incorporates S&P's expectation that operating performance will likely improve during the next year due to strong day rates in the U.S. Gulf of Mexico and international offshore segment for its jack-up rigs. The ratings also incorporate the company's high degree of financial leverage presently, which is expected to decline over the next year. Ratings List Hercules Offshore Inc. Corporate Credit Rating B/Stable/-- New Rating Hercules Offshore Inc. $300 mil sr unsecd notes due 2021 B Recovery Rating 4 HILTON WORLDWIDE: Moody's Assigns 'B1' CFR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating and B1-PD Probability of Default Rating to Hilton Worldwide Finance, LLC ("The Restricted Group") a newly formed wholly owned subsidiary of Hilton Worldwide Holdings Inc. The Restricted Group includes the hotel management and franchise business, timeshare operations, joint ventures, leased assets, and owned real estate other than the 23 hotels owned in the U.S. and the Waldorf=Astoria New York which are owned by the Unrestricted Group. Moody's assigned a Ba3 rating to Hilton's proposed senior secured debt offering comprised of a $1.0 billion revolver due 2018, $850 million B-1 term loan due 2018, $5.0 billion B-2 term loan due 2020, and $1.25 billion senior secured first priority notes due 2021. Moody's assigned a B3 rating to Hilton's proposed $2.0 billion senior unsecured notes which will consist of 2021 and 2023 maturities. The rating outlook is stable. The senior secured bank facilities and first priority senior notes will be secured by all of the tangible and intangible assets of the Restricted Group and will be guaranteed by HWH and its U.S. subsidiaries. Through separate unrestricted subsidiaries, the company is also expected to enter into a new $3.5 billion CMBS loan secured by its U.S. owned hotel real estate and a $525 million loan secured by the Waldorf=Astoria New York hotel. These assets will not secure the debt of the Restricted Group. The proceeds of these proposed debt offerings by the Restricted and Unrestricted Groups will be used to refinance the company's existing debt. While Moody's will review and monitor the credit and liquidity of each borrowing entity within the corporate structure, the ratings are based upon a consolidated assessment of HWH. New Ratings Assigned: Corporate Family Rating at B1 Probability of Default Rating at B1-PD $1.0 billion revolving credit facility due 2018 at Ba3 (LGD 3, 32%) $850 million B-1 Term loan due 2018 at Ba3 (LGD 3, 32%) $5.0 billion B-2 Term loan due 2020 at Ba3 (LGD 3, 32%) $1.25 billion First priority senior notes due 2021 at Ba3 (LGD 3, 32%) $2.0 billion senior unsecured note split between 2021 and 2023 maturities at B3, (LGD 5, 86%) Ratings Rationale: "The B1 Corporate Family Rating reflects leverage that is high for the rating category particularly in light of the industry's sensitivity to economic cycles that can lead to significant earnings pressure at times," said Moody's analyst Peggy Holloway. "The ratings also reflect Hilton's large scale of global operations, well recognized brands, good diversification by geography and industry segment, and low capital intensity of the company's hotel management and franchise business segment which should help Hilton weather cyclical downturns," added Holloway. This hotel and management business segment accounts for about 52% of company Adjusted EBITDA. The ratings also considers that Hilton's contingent guaranty exposure is small and its unconsolidated real estate joint ventures are reasonably leveraged. Moody's estimates Hilton's 2013 adjusted debt/EBITDA will approximate 6.9 times, 6.5 times if the contemplated initial public offering is consummated. According to Moody's Global Lodging and Cruise Methodology, the range for debt/EBITDA in the 'B' rating category is 5.0 - 6.25 times. The company's high leverage partly mitigated by Moody's positive outlook for lodging demand, no significant debt maturities, adequate interest coverage -- EBIT/interest of about 1.8 times, and Moody's expectation management will use its free cash flow to reduce debt. The company will be subject to a mandatory excess cash flow mechanism. Pursuant to Moody's Loss Given Default methodology, the ratings of the senior secured bank facilities and the first lien notes are rated above the Corporate Family Rating reflecting the support they receive from the unsecured debt in the capital structure that represents about 20% of total debt. The ratings of the unsecured notes, are notched down from the Corporate Family Rating reflecting the significant level of senior ranking secured debt. Although Moody's ratings are based upon a consolidated view of HWH, including debt incurred by HW Propco ("Unrestricted Group") the debt of HW Propco is excluded from Moody's Loss Given Default ("LGD") analysis because these assets are held in bankruptcy remote entities. Moody's also excludes debt secured by timeshare receivables from Moody's LGD analysis because the receivables are held within bankruptcy remote entities and the debt is assumed to be self-liquidating from receivable cash flows. The stable rating outlook reflects Moody's view that a modest global economic recovery will drive improvement in the lodging operating environment in 2013 and into 2014 with revenue per available room ("RevPAR") up between 4%-7%. HWH has filed for a $1.25 billion initial public offering ("IPO") with proceeds going towards debt reduction. As a result, Moody's expects adjusted debt/EBITDA in 2014 will decline to about 6.5 times or 6.1 times, if the planned IPO closes. Rising RevPar and a pipeline of room additions are expected to drive higher earnings and free cash flow that Moody's expects Hilton will use to reduce debt over time. The stable rating outlook also considers Hilton's very good liquidity profile. After capital and investment spending, and mandatory debt amortization, Moody's estimate Hilton can generate free cash flow of approximately $400 million over the next 12 months. The company will put in place a $1.0 billion five year revolver that will have initial loans outstanding of approximately $250 million. Moody's expects loan amounts outstanding will be repaid from anticipated IPO proceeds. Ratings could be upgraded if Hilton reduces and is willing to maintain debt/EBITDA at or below time 5.5 times EBIT/interest of at least 2.0 times. Ratings could be lowered if debt/EBITDA rises above current levels and/or free cash flow significantly deteriorates. Hilton Worldwide Holdings, Inc. is the parent of Hilton Worldwide Finance, LLC. The Restricted Group includes: the hotel management and franchise business, timeshare operations, joint ventures, leased assets, and owned real estate other than the 23 hotels owned in the U.S. and the Waldorf=Astoria New York which are owned by the Unrestricted Group. The principal methodology used in this rating was the Global Lodging & Cruise Industry Rating Methodology Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. HILTON WORLDWIDE: S&P Assigns 'BB-' Corp. Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services assigned Hilton Worldwide Holdings Inc. a 'BB-' corporate credit rating. The outlook is stable. At the same time, S&P assigned the company's proposed $6.85 billion senior secured credit facility (consisting of a $1 billion revolver due 2018, an $850 million term loan B-1 due 2018, and a $5 billion term loan B-2 due 2020) its 'BB' issue- level rating (one notch above the corporate credit rating), with a recovery rating of '2', indicating S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default. S&P also assigned the company's proposed $1.25 billion senior secured notes due 2021 its 'BB' issue-level rating (one notch above the corporate credit rating), with a recovery rating of '2'. In addition, S&P assigned the company's proposed $1 billion senior unsecured notes due 2021 and $1 billion senior unsecured notes due 2023 its 'B' issue-level rating (two notches below the corporate credit rating), with a recovery rating of '6', indicating S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. Hilton plans to use the proceeds from these debt issuances, along with proceeds from a planned and not-yet-rated $3.5 billion CMBS issuance and a $525 million bank loan secured by the Waldorf Astoria New York, to repay existing debt balances. The 'BB-' corporate credit rating reflects S&P's assessment of Hilton's business risk profile as "strong" and its assessment of the company's financial risk profile as "highly leveraged," according to its criteria. "Our assessment of Hilton's business risk profile as strong reflects Hilton's large and globally diversified lodging portfolio of quality brands that target multiple price segments, an experienced management team, and an increasing focus on managing and franchising hotels rather than ownership. In addition, favorable long-term demographic trends and increasing travel patterns around the world support our favorable view of lodging in general. We believe Hilton is well positioned to compete effectively for hotel demand and third-party capital investment in growing its system of managed and franchised rooms. Partly offsetting these strengths are the highly cyclical nature of lodging and the susceptibility of the travel and leisure industry to global political, security, and financial events," S&P said. "Our assessment of Hilton's financial risk as highly leveraged reflects our expectation that adjusted debt to EBITDA will likely be in the low-7x area in 2013 and in the mid-6x area in 2014. Debt adjustments include operating leases, pension obligations, guarantees, joint ventures obligations, and Hilton's timeshare captive finance unit. Partly offsetting high leverage is Hilton's strong liquidity position and our expectation that EBITDA coverage of interest expense will be good, at about 3x, through 2014," S&P added. HOVNANIAN ENTERPRISES: Unit Completes Offering of $41.5MM Notes --------------------------------------------------------------- K. Hovnanian Enterprises, Inc., a wholly owned subsidiary of Hovnanian Enterprises, Inc., completed a registered underwritten public offering of $41,581,000 aggregate principal amount of 6.25 percent senior notes due 2016, pursuant to an underwriting agreement dated Sept. 11, 2013, among K. Hovnanian, Hovnanian, as guarantor, the subsidiary guarantors named therein, and Credit Suisse Securities (USA) LLC. In connection with the consummation of the offering of the Notes, K. Hovnanian, Hovnanian, the subsidiary guarantors party thereto and Deutsche Bank National Trust Company, as successor trustee, entered into an Eleventh Supplemental Indenture dated Sept. 16, 2013, to the Indenture dated as of Aug. 8, 2005, among K. Hovnanian, Hovnanian, the subsidiary guarantors party thereto and the Trustee. The Notes were issued as additional 6.25 percent Senior Notes due 2016 under the Indenture. Hovnanian and most of its existing and future restricted subsidiaries are guarantors of the Notes. Hovnanian's home mortgage subsidiaries, certain of its title insurance subsidiaries, joint ventures, subsidiaries holding interests in its joint ventures and its foreign subsidiary are not guarantors or restricted subsidiaries. The Notes bear interest at 6.25 percent per annum and mature on Jan. 15, 2016. Interest is payable semi-annually on January 15 and July 15 of each year, beginning on Jan. 15, 2014, to holders of record at the close of business on January 1 or July 1, as the case may be, immediately preceding each such interest payment date. The Indenture contains restrictive covenants that limit among other things, the ability of Hovnanian and certain of its subsidiaries, including K. Hovnanian, to incur additional indebtedness, pay dividends and make distributions on common and preferred stock, repurchase common and preferred stock, make other restricted payments, make investments, sell certain assets, incur liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The Indenture also contains customary events of default which would permit the holders of the Notes to declare those Notes to be immediately due and payable if not cured within applicable grace periods, including the failure to make timely payments on the Notes or other material indebtedness, the failure to satisfy covenants and specified events of bankruptcy and insolvency. Hovnanian intends to use the net proceeds from the offering of the Notes to fund the redemption of all of K. Hovnanian's outstanding 6.5 percent Senior Notes due 2014 and 6.375 percent Senior Notes due 2014 and to pay related fees and expenses. As of July 31, 2013, there were approximately $36.7 million aggregate principal amount of 6.5 percent Senior Notes outstanding and approximately $3 million aggregate principal amount of 6.375 percent Senior Notes outstanding. On Sept. 16, 2013, concurrently with the closing of the offering, K. Hovnanian issued notices of redemption to holders of the 2014 Notes specifying a redemption date for the 2014 Notes of Oct. 15, 2013. In connection with the Redemption, on Sept. 16, 2013, Hovnanian effected a covenant defeasance of the indentures governing the 2014 Notes. About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. As of July 31, 2013, the Companies' balance sheet showed $1.66 billion in total assets, $2.13 billion in total liabilities and a $467.20 million total deficit. * * * As reported by the Troubled Company Reporter on April 25, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'. "The upgrade reflects strengthening operating performance supported by the broader recovery in the housing market that, we believe, should support modest profitability in 2013," said Standard & Poor's credit analyst George Skoufis. In the Dec. 11, 2012, edition of the TCR, Fitch Ratings has affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV), including the company's Issuer Default Rating (IDR), at 'CCC'. The rating for HOV is influenced by the company's execution of its business model, land policies, and geographic, price point and product line diversity. The rating additionally reflects the company's liquidity position, substantial debt and high leverage. Hovnanian carries 'Caa2' corporate family and probability of default ratings from Moody's. As reported in the TCR on Aug. 5, 2013, Moody's Investors Service raised the Corporate Family Rating of Hovnanian Enterprises, Inc. to Caa1 from Caa2. The upgrade reflects both the industry's growing strength and Hovnanian's own improved results, which make it far less likely that the company will default on its debt obligations. iGPS COMPANY: Court Approves Name Change to "Pallet Company LLC" ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the chief restructuring officer for IGPS Company LLC to amend the case caption. As reported in the Troubled Company Reporter on Aug. 22, 2013, the Debtor asked the Court to enter an order amending the case caption used in its Chapter 11 case to "Pallet Company LLC." According to the Debtor's counsel, Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, in Wilmington, Delaware, the Court entered an order approving the Debtor's sale of substantially all of its assets to iGPS Logistics LLC pursuant to an amended asset purchase agreement, dated July 29, 2013, by and between the Purchaser and the Debtor. On Aug. 1, 2013, the Debtor and the Purchaser closed the sale. Mr. Schlerf states that pursuant to the APA, the Seller must take all steps necessary to formally change its name to a name that does not include "iGPS" or any similar word, acronym or terminology and will cease any further use thereof. About iGPS Co. iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a group led by Balmoral Funds LLC, absent higher and better offers. iGPS Company -- http://www.igps.net-- is the first and only plastic pallet pooling rental and leasing company in the U.S. It offers plastic pallets with embedded radio frequency identification (RFID) tags. Founded in 2006, the company is headquartered in Orlando, Florida, and has a sales and innovation center in Bentonville, Arkansas. The Debtor estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. According to the board resolution authorizing the bankruptcy, Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA VIII iGPS Blocker, LLC, owns 12.27%. John H. Strock, Esq., and L. John Bird, Esq., at Fox Rothschild LLP, in Wilmington, Delaware; and John K. Cunningham, Esq., Richard S. Kebrdle, Esq., Kevin M. McGill, Esq., Fan B. He, Esq., at White & Case LLP, in Miami, Florida, also represent the Debtor. The Plan proposes to transfer to a liquidation trust all of the remaining assets of the Debtor. Under the Plan, Priority Claims (Class 1) and Non-Lender Secured Claims (Class 2) are unimpaired and will recover 100% of the allowed claim amount. Unsecured Claims (Class 3) are impaired and will receive its pro rata share of the available proceeds. Equity Interests (Class 4) are also impaired and will be canceled on the effective date. The Official Committee of Unsecured Creditors is represented by the law firm of McKenna Long & Aldridge LLP, as its counsel, and Cole, Schotz, Meisel, Forman & Leonard, P.A., as its Delaware counsel. The Committee tapped to retain Emerald Capital Advisors as its financial advisors. INFORMATION RESOURCES: S&P Assigns 'B+' Rating to $617.5MM Loan --------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Information Resources Inc. to negative from stable. The 'B+' corporate credit rating is affirmed. At the same time, S&P assigned the proposed $617.5 million term loan due 2020 and $50 million revolving credit facility due 2018 our 'B+' issue-level rating, with a recovery rating of '3', indicating its expectation for average (50% to 70%) recovery for senior secured debtholders in the event of a payment default. The outlook revision to negative reflects S&P's expectation that leverage will remain above our 6x threshold for the rating over the next 12 to 18 months as a result of the debt-financed acquisition of Aztec and increased expenses related to IRI's data center migration. S&P expects cash charges related to the migration will depress EBITDA through 2014. Pro forma for the transaction, but excluding one-time data center migration expenses, leverage for the 12 months ended June 30, 2013, was roughly 6.1x. "Our rating on IRI incorporates our assumptions that revenue will grow modestly following the Aztec acquisition and that credit measures will improve significantly once the company's data center migration is complete. Specifically, we expect leverage will return below 6x. IRI's business profile is "weak," in our opinion, because of its narrow business base, lack of critical mass in revenue and EBITDA, and keen competition. We view IRI's financial profile as "aggressive" because we believe its private equity shareholders aim to maximize returns through debt-financed acquisitions and/or cash distributions. We assess the company's management and governance as "fair"," S&P said S&P could lower the rating if the time horizon of the planned data center migration is extended beyond mid-2014 or the company is not able to achieve expected synergies and adjusted debt leverage, excluding one-time data center migration expenses, remains above 6x beyond 2014. This could also happen if the company makes additional debt-financed acquisitions. S&P could revise the outlook to stable if it believes the data center migration is proceeding as planned and IRI will be able to achieve cost savings in the second half of 2014. A stable outlook would also hinge on the company achieving modest synergies from the Aztec transaction and performance that supports S&P's expectation that leverage will fall below 6x on a sustained basis. INNKEEPERS USA: Chatham Announces Key Joint Venture Transactions ---------------------------------------------------------------- Chatham Lodging Trust, a hotel real estate investment trust (REIT) focused on investing in upscale extended-stay hotels and premium- branded select-service hotels, on Sept. 17 announced several key events related to its 10.3 percent interest in a joint venture with affiliates of Cerberus Capital Management. The joint venture was formed to acquire most of the former Innkeepers USA Trust hotel portfolio out of bankruptcy in October 2011. The joint venture recently refinanced its existing debt with a new $950 million, non-recourse loan with JPMorgan Chase Bank, National Association. Collateralized by the remaining 51, core hotels in the Innkeepers portfolio, the new, five-year, interest only loan, which is comprised of a two-year loan with three, one-year extension options, carries an interest rate of one month LIBOR plus 480 basis points. The previous loans carried an average interest rate of approximately 6.74 percent. In connection with the loan closing, the joint venture pre-funded approximately $52 million of capital expenditures related to future renovations at the joint venture's hotels and $5 million of other customary, lender required reserves. "When the Innkeepers acquisition closed in late 2011, the joint venture assumed a $675 million, fixed rate, long-term loan, and we negotiated a key provision that allowed us to repay the loan anytime without prepayment penalty or defeasance," said Dennis Craven, Chatham's chief financial officer. "Since closing the Innkeepers acquisition, the value of the joint venture portfolio has risen significantly, and we were able to opportunistically refinance all of the joint venture's $786 million of debt, reducing the joint venture's interest costs by approximately $5.5 million per year based on current LIBOR rates, extending the maturity of the Innkeepers portfolio debt to 2018 and pre-funding a significant amount of capital expenditures." Additionally, the Innkeepers joint venture has completed its non- core hotel disposition strategy with the sale of the last of its 13, non-core hotels last week. Total sales proceeds to the joint venture related to the sale of the 13 hotels were approximately $75 million. With the use of proceeds from the refinancing, non-core asset sales and cash generated from operating profits, the Innkeepers joint venture made distributions this month of approximately $118 million to its partners, with Chatham receiving approximately $12 million. At the time of establishment of the joint venture, Chatham invested $37 million for its 10.3 percent interest in the Innkeepers joint venture. To date, Chatham has received distributions of approximately $33.2 million, or approximately 90 percent of its original investment. "We seized upon the unique opportunity to acquire the Innkeepers portfolio at a great price, confirmed by the fact that the joint venture has returned approximately 90 percent of our original investment less than two years from acquisition," highlighted Jeffrey H. Fisher, Chatham's chief executive officer. "We estimate the joint venture portfolio value today to be approximately $1.3 billion. With industry experts predicting healthy RevPAR and earnings growth in the coming years, we are thrilled with the potential value of our promoted interest which we believe can increase our share of cash flow from the current 10.3 percent to more than 20 percent if certain returns are achieved." About Chatham Lodging Trust Chatham Lodging Trust -- http://www.chathamlodgingtrust.com-- is a self-advised REIT that was organized to invest in upscale extended-stay hotels and premium-branded, select-service hotels. The company owns interests in 74 hotels totaling 10,117 rooms/suites, comprised of 22 hotels it wholly owns with an aggregate of 3,022 rooms/suites in 12 states and the District of Columbia and holds a minority investment in two joint ventures that own 52 hotels with an aggregate of 7,095 rooms/suites. About Innkeepers USA Trust Innkeepers USA Trust is a self-administered Maryland real estate investment trust with a primary business focus on acquiring premium-branded upscale extended-stay, mid-priced limited service, and select-service hotels. Innkeepers, through its indirect subsidiaries, owns and operates an expansive portfolio of 72 upscale and mid-priced extended-stay and select-service hotels, consisting of approximately 10,000 rooms, located in 20 states across the United States. Apollo Investment Corporation acquired Innkeepers in June 2007. Innkeepers USA Trust and 91 affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-13800) on July 19, 2010. The Company's consolidated assets for 2009 totaled approximately $1.5 billion. As of July 19, 2010, the Company and its affiliates have incurred $1.29 billion of secured debt. Paul M. Basta, Esq., at Kirkland & Ellis LLP, in New York; Anup Sathy, P.C., Esq., Marc J. Carmel, Esq., at Kirkland & Ellis in Chicago; and Daniel T. Donovan, Esq., at Kirkland & Ellis in Washington, D.C., serve as counsel to the Debtors. AlixPartners is the restructuring advisor and Marc A. Beilinson is the chief restructuring officer. Moelis & Company is the financial advisor. Omni Management Group, LLC, is the claims and notice agent. Attorneys at Morrison & Foerster, LLP, represent the Official Committee of Unsecured Creditors. In October, Innkeepers USA Trust and its affiliates disclosed that the company had successfully completed its restructuring and emerged from Chapter 11. The Company emerged following the closing of the $1.02 billion sale of 64 Innkeepers' hotels to a joint venture between the private equity firm Cerberus Capital Management, L.P. and the real estate investment trust Chatham Lodging that was approved by the U.S. Bankruptcy Court, Southern District of New York. Chatham Lodging had previously purchased five of the Company's hotels that served as collateral for loan trusts serviced by LNR Partners, LLC, for approximately $195 million. A substantial majority of the Company's unsecured creditors are expected to receive a recovery of more than 90 cents on the dollar. INOVA TECHNOLOGY: Incurs $1.1 Million Net Loss in Fiscal Q1 ----------------------------------------------------------- Inova Technology Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.09 million on $7.61 million of revenues for the three months ended July 31, 2013, as compared with a net loss of $117,598 on $6.47 million of revenues for the same period during the prior year. The increase in the net loss is mainly due to higher interest expense and professional fees and lower gross profit. As of July 31, 2013, the Company had $6.48 million in total assets, $23.98 million in total liabilities and a $17.50 million total stockholders' deficit. Cash used by operations for the three month period ended July 31, 2013, was $289,071 as compared to cash provided by operations of $140,447 for the three months ended July 31, 2012. Cash used in investing activities for the three month period ended July 31, 2012, and July 31, 2013 was $0. Cash provided by financing activities for the period ended July 31, 2012, was $83,082, as compared to $14,257 used in financing activities for the three months ended July 31, 2013. A copy of the Form 10-Q is available for free at: http://is.gd/jJZNGN About Inova Technology Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA) -- http://www.inovatechnology.com/-- through its subsidiaries, provides information technology (IT) consulting services in the United States. It also manufactures radio frequency identification (RFID) equipment; and provides computer network solutions. The company was formerly known as Edgetech Services Inc. and changed its name to Inova Technology, Inc., in 2007. Inova incurred a net loss of $6.62 million on $18.68 million of revenues for the year ended April 30, 2013, as compared with a net loss of $1.24 million on $21.20 million of revenues for the year ended April 30, 2012. Malonebailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2013. The independent auditors noted that Inova incurred losses from operations for the years ended April 30, 2013, and 2012 and has a working capital deficit as of April 30, 2013. These factors raise substantial doubt about Inova's ability to continue as a going concern. INSPIREMD INC: Amends Report on Option Grant to Campbell Rogers --------------------------------------------------------------- InspireMD, Inc., filed with the U.S. Securities and Exchange Commission an amended report to correct the statement that the option granted to Dr. Campbell Rogers is subject to the terms and conditions of the 2011 U.S. Equity Incentive Plan, a sub-plan of the Company's 2011 Umbrella Option Plan. The option is an inducement grant made outside that plan. No other change has been made to the Report. On Sept. 3, 2013, the Board of Directors of InspireMD appointed Dr. Rogers as a Class III member of the Board, effective as of the same date, with a term expiring at the Company's 2014 annual meeting of stockholders. In connection with his appointment, Dr. Rogers was granted an option to purchase 125,000 shares of the Company's common stock on Sept. 3, 2013, at an exercise price of $2.12, which was the closing price of the Common Stock on the date of grant pursuant to a stand-alone award agreement outside of the Company's 2011 Umbrella Option Plan. The Rogers Option vests and becomes exercisable in three equal annual installments beginning on the one-year anniversary of the date of grant, provided that in the event that Dr. Rogers is either (i) not reelected as a director at the Company's 2014 annual meeting of stockholders, or (ii) not nominated for reelection as a director at the Company's 2014 annual meeting of stockholders, the option vests and becomes exercisable on the date of Dr. Rogers's failure to be reelected or nominated. The Rogers Option has a term of 10 years from the date of grant. The Company has also agreed to pay Dr. Rogers an annual stipend of $25,000. Dr. Rogers has served as chief medical officer of HeartFlow, Inc., a cardiovascular diagnostics company, since March 2012. Prior to joining HeartFlow, he was the chief scientific officer and Global Head of Research and Development at Cordis Corporation, Johnson & Johnson, where he was responsible for leading investments and research in cardiovascular devices, from July 2006 to March 2012. Prior to that, he was Associate Professor of Medicine at Harvard Medical School and the Harvard-M.I.T. Division of Health Sciences and Technology, and Director of the Cardiac Catheterization and Experimental Cardiovascular Interventional Laboratories at Brigham and Women's Hospital. He served as Principal Investigator for numerous interventional cardiology device, diagnostic, and pharmacology trials, is the author of numerous journal articles, chapters, and books in the area of coronary artery and other cardiovascular diseases, and was the recipient of research grant awards from the NIH and AHA. He received his A.B. from Harvard College and his M.D. from Harvard Medical School. On Sept. 3, 2013, Ofir Paz resigned as a member of the Board, effective as of the same date. Mr. Paz is not resigning because of a disagreement with the Company or on any matter relating to its operations, policies or practices. About InspireMD InspireMD, Inc., was organized in the State of Delaware on Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the acquisition, exploration and development of natural resource properties. On March 28, 2011, the Company changed its name from "Saguaro Resources, Inc." to "InspireMD, Inc." Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical device company focusing on the development and commercialization of its proprietary stent platform technology, Mguard. MGuard provides embolic protection in stenting procedures by placing a micron mesh sleeve over a stent. The Company's initial products are marketed for use mainly in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). InspireMD reported a net loss of US$17.59 million on US$5.35 million of revenue for the year ended June 30, 2012, compared with a net loss of US$6.17 million on US$4.67 million of revenue during the prior year. For the nine months ended March 31, 2013, the Company incurred a net loss of $14.31 million on $3.37 million of revenues. The Company's balance sheet at March 31, 2013, showed $9.79 million in total assets, $13.20 million in total liabilities, and a $3.40 million total capital deficiency. Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has had recurring losses, negative cash flows from operating activities and has significant future commitments that raise substantial doubt about its ability to continue as a going concern. The Company said the following statement in its quarterly report for the period ended Dec. 31, 2012: "The Company has had recurring losses and negative cash flows from operating activities and has significant future commitments. For the six months ended December 31, 2012, the Company had losses of approximately $9.4 million and negative cash flows from operating activities of approximately $5.8 million. The Company's management believes that its financial resources as of December 31, 2012 should enable it to continue funding the negative cash flows from operating activities through the three months ended September 30, 2013. Furthermore, commencing October 2013, the Company's senior secured convertible debentures (the "2012 Convertible Debentures") are subject to a non-contingent redemption option that could require the Company to make a payment of $13.3 million, including accrued interest. Since the Company expects to continue incurring negative cash flows from operations and in light of the cash requirement in connection with the 2012 Convertible Debentures, there is substantial doubt about the Company's ability to continue operating as a going concern. These financial statements include no adjustments of the values of assets and liabilities and the classification thereof, if any, that will apply if the Company is unable to continue operating as a going concern." INTELLICELL BIOSCIENCES: Incurs $4.1 Million Net Loss in 2012 ------------------------------------------------------------- Intellicell Biosciences, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $4.15 million on $534,942 of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $32.83 million on $99,192 of revenues during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $3.93 million in total assets, $8.07 million in total liabilities and a $4.13 million total stockholders' deficit. In their report dated Sept. 13, 2013, Rosen Seymour Shapss Martin & Company LLP stated that the Company's financial statements for the fiscal years ended Dec. 31, 2012, and 2011, were prepared assuming that the Company would continue as a going concern. The Company's ability to continue as a going concern is an issue raised as a result of the Company's recurring losses from operations and its net capital deficiency. The Company continues to experience net operating losses. The Company's ability to continue as a going concern is subject to its ability to generate a profit. A copy of the Form 10-K is available for free at: http://is.gd/wjpx4b About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. J&J OILFIELD: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: J&J Oilfield Services, Inc. fdba Ottesen Sand and Gravel 215 51st Avenue E West Fargo, ND 58078-8259 Bankruptcy Case No.: 13-30607 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court District of North Dakota (Fargo) Judge: Shon Hastings Debtor's Counsel: Kip M. Kaler, Esq. KALER DOELING LAW OFFICE 121 Roberts Street P.O. Box 423 Fargo, ND 58107-0423 Tel: (701) 232-8757 Fax: (701) 232-0624 E-mail: kip@kaler-doeling.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/ndb13-30607.pdf The petition was signed by Joseph J. Ottesen, president. JAMES RIVER: Laid Off 525 Employees Over Weak Coal Markets ---------------------------------------------------------- James River Coal Company has idled coal production at several locations in Central Appalachia due to continued weakness in the domestic and international coal markets. The actions will result in approximately 525 full-time employees being furloughed. The Company said the anticipated date to restart these operations is unknown at this time and subject to the coal market. About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. James River reported a net loss of $138.90 million in 2012, as compared with a net loss of $39.08 million in 2011. The Company's balance sheet at March 31, 2013, showed $1.16 billion in total assets, $944.75 million in total liabilities and $215.26 million in total shareholders' equity. * * * In the May 24, 2013, edition of the TCR, Moody's Investors Service downgraded James River Coal Company's Corporate Family Rating to Caa2 from Caa1. "While the company continues to take actions to reposition operations and shore up its balance sheet, we expect external factors will preclude James River from maintaining credit measures and liquidity consistent with the Caa1 rating level," said Ben Nelson, Moody's lead analyst for James River Coal Company. As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based James River Coal Co. to 'CCC' from 'SD' (selective default). "We raised our rating on James River Coal because we understand that the company has stopped repurchasing its debt at deep discounts, for the time being," said credit analyst Megan Johnston. JARDEN CORP: S&P Raises Corp. Credit Rating to BB; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on Rye, N.Y.-based Jarden Corp., including the long-term corporate credit rating to 'BB' from 'BB-'. The outlook is stable. Following the close of the Yankee Candle acquisition, total debt outstanding is expected to be about $4.9 billion. S&P also assigned a 'BBB-' issue-level rating to the company's proposed $750 million senior secured term loan B-1. The recovery rating is '1', indicating S&P's expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. Proceeds from the new term loan B tranche, along with cash and equity, will be used to fund the acquisition of Yankee Candle. The senior secured term loan B-1 rating is based on proposed terms and subject to review upon receipt of final documentation. S&P also raised the issue-level ratings on the company's senior secured credit facilities to 'BBB-' from 'BB+'. The recovery rating remains '1', indicating S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. In addition, S&P raised the issue-level rating on the company's 6.125% senior unsecured notes due 2022 to 'BB' from 'BB-', while the recovery rating remains '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. In addition, S&P raised the issue-level rating on the company's subordinated notes to 'BB-' from 'B', and revised the recovery ratings to '5' from '6', indicating S&P's expectation for modest (10% to 30%) recovery in the event of a payment default. "We believe that The Yankee Candle Co. complements well Jarden's existing portfolio of businesses, which the company has steadily built over the past ten years, primarily via acquisitions," said Standard & Poor's credit analyst Rick Joy. "In our opinion, the acquisition will be margin accretive, enhance cash flow generation, increase scale, and provide a stronger domestic and international growth profile for the combined company." S&P's rating outlook on Jarden is stable, reflecting its expectation for an improvement in credit measures. JOSEPH M. H. LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Joseph M. H. LLC dba Splash Car Wash 18 W. & 250 N. Merchants Drive Oswego, IL 60543 Bankruptcy Case No.: 13-36356 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Janet S. Baer Debtor's Counsel: George Michael Vogl, IV, Esq. LAW OFFICES OF LEDFORD & WU 200 S. Michigan Avenue, Suite 209 Chicago, IL 60604 Tel: (312) 294-4400 Fax: (312) 294-4410 E-mail: notice@ledfordwu.com Scheduled Assets: $986,100 Scheduled Liabilities: $2,212,047 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/ilnb13-36356.pdf The petition was signed by Joseph M. Haddad, president. JOURNAL REGISTER: Wants Request for Case Dismissal Denied --------------------------------------------------------- Pulp Finish 1 Company -- formerly known as Journal Register Company, et al. -- ask the Bankruptcy Court to deny creditor Arthur Mercer's motions to dismiss or relief from the automatic stay. Mr. Mercer commenced a civil action against The Daily Freeman, a publication owned by Debtor Journal Register East, Inc., and certain co-defendants on June 21, 2011, in the Supreme Court of the State of New York, County of Ulster. In his complaint, Mercer alleges, among other things, that the defendants defamed and slandered him as a result of publishing an article in The Daily Freeman on June 18, 2010, pertaining to his arrest. Mr. Mercer alleges that he is owed approximately $200 million from the defendants as a result of their alleged misconduct. The Debtors explained that, among other things: 1. the Debtors' Bankruptcy cases were not filed in bad faith; 2. Mr. Mercer is not entitled to relief from stay; and 3. Mr. Mercer's request for mandatory abstention and remand is inappropriate. As reported in the Troubled Company Reporter on Aug. 15, 2013, Mr. Mercer said in his motion that the Debtors' bankruptcy filings were made in bad faith -- solely to gain tactical litigation advantage in pending litigation against the Debtors. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. The Journal Register bankruptcy has been renamed Pulp Finish I Co., after the estate sold the newspaper business to lender and owner Alden Global Capital Ltd., mostly in exchange for $114.15 million in secured debt and $6 million cash. After debts with higher priority are paid, what's left from the cash and a $630,000 tax refund represents most of unsecured creditors' recovery. There were no bids to compete with Alden's offer. Alden paid off financing for the bankruptcy and assumed up to $22.8 million in liabilities, thus taking care of most trade suppliers who otherwise would have ended up as unsecured creditors. In addition, the lenders waived their deficiency claims, so recoveries by unsecured creditors won't be diluted. KERR FOREST: Updated Case Summary & Creditors' Lists ---------------------------------------------------- Lead Debtor: Kerr Forest Products, LLC P.O. Box 51691 Bowling Green, KY 42102-6691 Bankruptcy Case No.: 13-11112 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Western District of Kentucky (Bowling Green) Judge: Joan A. Lloyd Debtor's Counsel: Russ Wilkey, Esq. WILKEY & WILSON, P.S.C. 111 W. Second Street Owensboro, KY 42303 Tel: (270) 685-6000 Fax: (270) 683 2229 E-mail: dcwilkey@wilkeylaw.com Scheduled Assets: $500,000 Scheduled Liabilities: $1,702,000 Affiliate that simultaneously filed separate Chapter 11 petition: Debtor Case No. ------ -------- Kerr Forest Lumber Products, Inc. 13-11113 Assets: $713,307 Debts: $2,028,740 The petition was signed by Kerry Kerr, managing member and president. A. A copy of Kerr Forest Products, LLC's list of its three largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kywb13-11112.pdf B. A copy of Kerr Forest Lumber Products, Inc.'s list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kywb13-11113.pdf LANDAUER HEALTHCARE: Carl Marks' Claster & Flynn Approved as CROs ----------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Landauer Healthcare Holdings, Inc., et al., to employ Carl Marks Advisory Group LLC to provide (i) Mark L. Claster and Michael Flynn to serve as the Debtors' co-chief restructuring officers. The Court, in its order, stated that notwithstanding anything in the CMAG agreement to the contrary, the $275,000 monthly fee payable to the firm is approved only through the closing of the sale of the Debtors' assets. From and after the closing, CMAG's monthly fee will be reduced to $200,000 subject to the Committee's right to object to same within 10 days of the closing and seek a determination by the Court of a reasonable monthly fee for CMAG's post-closing services. As reported in the Troubled Company Reporter on Aug. 28, 2013, pursuant to an engagement agreement, CMAG has agreed to provide Messrs. Claster and Flynn to serve as co-chief CROs and additional staff to assist the co-CROs in their duties. The Debtors agreed to pay a fixed fee of $275,000 to CMAG on a monthly basis in consideration of the services to be performed by the firm, including the service of the co-CROs. The firm will also be reimbursed for any reasonable expenses incurred in connection with the engagement. The firm says it contemplate utilizing at least two individuals who are not employees of CMAG -- Donald Stires, Jr., and Scott Pasquith -- and potentially others, to provide services through CMAG in connection with the Debtors' Chapter 11 cases. CMAG received a $100,000 retainer on July 24, 2013. The firm also received payment from the Debtors of invoices of $100,000 each on July 24 and Aug. 9. The retainer was replenished with an additional $100,000 on Aug. 12. All fees and expenses charged by the firm prior to the Petition Date (approximately $223,204) were on account of prior financial advisory services provided to the Debtors. As of the Petition Date, $176,795 of the retainer remains and will be held by CMAG. About Landauer Healthcare Holdings Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer estimated assets and debt of at least $50 million. Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H. Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A. Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., at K&L Gates LLP, serve as the Debtor's counsel. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. LANDAUER HEALTHCARE: Epiq Approved as Administrative Advisor ------------------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Landauer Healthcare Holdings, Inc., et al., to employ Epiq Bankruptcy Solutions, LLC as administrative advisor for the Debtors. As reported in the Troubled Company Reporter, the Debtors have already sought and obtained authority from the Court to employ Epiq as their claims and noticing agent. Bradley J. Tuttle assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Landauer Healthcare Holdings Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer estimated assets and debt of at least $50 million. Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H. Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A. Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., at K&L Gates LLP, serve as the Debtor's counsel. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. LANDAUER HEALTHCARE: K&L Gates Okayed as Lead Bankruptcy Counsel ---------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Landauer Healthcare Holdings, Inc., et al., to employ K&L Gates as general bankruptcy counsel. The Court also authorized K&L Gates to hold the balance remaining of the retainer as an evergreen retainer to secure K&L Gates' fees and expenses. As reported in the Troubled Company Reporter on Aug. 28, 2013, K&L Gates attorneys John A. Bicks, Esq. ($850 per hour) and Mackenzie L. Shea, Esq. ($450 per hour) will have primary responsibility for providing services to the Debtors. The Debtors will also reimburse the firm for reasonable expenses incurred in connection with its representation. Mr. Bicks assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Debtors paid K&L Gates an advanced payment retainer of $250,000 on July 23, 2013, and a replenishment of the retainer with an additional $200,000 on Aug. 9. About Landauer Healthcare Holdings Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer estimated assets and debt of at least $50 million. Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H. Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A. Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., at K&L Gates LLP, serve as the Debtor's counsel. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. LANDAUER HEALTHCARE: May Hire Young Conaway as Counsel ------------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Landauer Healthcare Holdings, Inc., et al., to employ Young Conaway Stargatt & Taylor, LLP as bankruptcy attorneys. Young Conaway is authorized to hold the remainder of the retainer as an evergreen retainer as security for postpetition services and expenses. As reported in the Troubled Company Reporter on Aug. 29, 2013, the principal attorneys and paralegal presently designated to represent the Debtors and their current standard hourly rates are: Michael R. Nestor, Esq. $675 Matthew B. Lunn, Esq. $530 Justin H. Rucki, Esq. $325 Laurel D. Roglen, Esq. $285 Melissa Romano, paralegal $190 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Nestor assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm received a retainer in the amount of $100,000 on Aug. 13, 2013. The firm has applied $69,831 of the retainer to outstanding balances existing as of the Petition Date. About Landauer Healthcare Holdings Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer estimated assets and debt of at least $50 million. Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H. Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A. Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., at K&L Gates LLP, serve as the Debtor's counsel. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. LEHMAN BROTHERS: Freddie Mac's $1.2 Billion Claim Not Priority -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although Lehman Brothers Holdings Inc. admits it owes the Federal Home Loan Mortgage Corp. $1.2 billion, the former investment bank denies the debt should be paid in full as a priority claim. According to the report, by alleging the claim is entitled to priority, Freddie Mac is requiring reorganized Lehman to reserve $1.2 billion in cash. If the claim is lowered to unsecured status, the full-payment reserve would be released for distribution to other creditors. Lehman arranged a hearing on Oct. 24 for the bankruptcy judge to decide whether the claim is general unsecured or priority. The report notes that Lehman contends the claim fits into none of the priority categories under the U.S. Bankruptcy Code. Freddie Mac says the claim is entitled to priority under the Housing and Economic Recovery Act of 2008. Freddie Mac made the loan to Lehman about a month before bankruptcy. 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: Wants No "Priority" Status on Freddie Mac Claim ---------------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that Lehman Brothers Holdings Inc. is asking a bankruptcy judge to reject Freddie Mac's $1.2 billion "priority" claim against the estate in order to free up hundreds of millions of dollars for other creditors. According to the report, in a Sept. 13 filing with U.S. Bankruptcy Court in Manhattan, Lehman said it is willing to allow Freddie Mac to collect money as a "general unsecured" creditor -- which would fetch far less than the full amount of the claim -- but doesn't want to continue keeping $1.2 billion set aside as it waits out its fight with the government's mortgage entity. The money stems from two short-term loans Freddie Mac made to Lehman in the month before it filed for bankruptcy, which Lehman never paid back, the report said. Lehman lawyers said Freddie Mac didn't offer any explanation as to why it should be entitled to a priority claim, which typically gets placed ahead of other creditors in a bankruptcy case, the report related. "Instead, Freddie Mac merely 'checked the box' alleging a priority," Lehman said in its filing, the report added. 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. LONE PINE: Interest Payment Default Cues Moody's to Cut CFR to Ca ----------------------------------------------------------------- Moody's Investors Service downgraded Lone Pine Resources Inc.'s Corporate Family Rating to Ca from Caa3 and Probability of Default Rating to C-PD/LD from Caa3-PD. The $200 million senior unsecured notes rating was downgraded to C from Ca. The Speculative Grade Liquidity rating of SGL-4 was affirmed. The rating outlook remains negative. Rating Rationale: "The downgrade of Lone Pine's ratings reflects its failure to pay the interest payment due on its $200 million senior unsecured notes by September 15," said Terry Marshall, Moody's Senior Vice President. "While the company's note holders and revolving credit lenders have agreed not to exercise various rights and remedies under their respective agreements until the earlier of September 30 or the occurrence of an event of default, the notes are in default upon the failure to pay the interest due." Downgrades: Issuer: Lone Pine Resources Canada Ltd. Senior Unsecured Regular Bond/Debenture Feb 15, 2017, Downgraded to C from Ca Issuer: Lone Pine Resources Inc. Probability of Default Rating, Downgraded to C-PD /LD from Caa3-PD Corporate Family Rating, Downgraded to Ca from Caa3 Upgrades: Issuer: Lone Pine Resources Canada Ltd. Senior Unsecured Regular Bond/Debenture Feb 15, 2017, Upgraded to a range of LGD5, 75 % from a range of LGD5, 76 % Outlook Actions: Issuer: Lone Pine Resources Canada Ltd. Outlook, Remains Negative Issuer: Lone Pine Resources Inc. Outlook, Remains Negative Affirmations: Issuer: Lone Pine Resources Inc. Speculative Grade Liquidity Rating, Affirmed SGL-4 The SGL-4 Speculative Grade Liquidity rating reflects weak liquidity. Lone Pine has minimal cash and no further access to its borrowing base revolver. Lone Pine may be able to generate some cash from the sale of all or part of its core assets - Narraway or Evi, but the proceeds would likely go directly to the secured banks and not have a positive impact on liquidity. The $200 million senior unsecured notes are rated one notch below the Ca CFR due to the existence in the capital structure of the prior-ranking borrowing base revolver. The negative outlook reflects Lone Pine's capital unsustainable capital structure. A downgrade of the PDR to D-PD will occur if Lone Pine 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 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. Lone Pine is a Calgary, Alberta-based exploration and production company with about 7,000 boe of daily production and proved developed and total proved reserves of 20 million and 31 million boe, respectively. LSP MADISON: Moody's Affirms 'Ba2' Rating; Outlook Stable --------------------------------------------------------- Moody's Investors Service has affirmed the Ba2 rating on LSP Madison Funding, LLC's $360 million in outstanding senior secured term loan B due December 2019. The rating outlook is stable. Concurrent with this rating affirmation, Moody's is withdrawing the Ba3 rating assigned to a $450 million secured term loan due July 2020 that did not reach financial close. Ratings Rationale: The Ba2 rating affirmation and maintenance of a stable outlook reflects predictable contracted gross margins of over 65% through mid-2017 derived principally from capacity payments, reactive power tariff and black start revenue at three peaking units as well as short-term contracted energy and capacity revenue through a partial interest in a run-of-the-river hydro facility. The Ba2 rating incorporates the financial performance over the past year that has largely been in line with expectations when the portfolio was originally rated with key financial metrics such as the debt service coverage ratio (DSCR) and funds from operations to debt ratio (FFO/Debt) largely scoring in the mid- to low-Ba range under Moody's Power Generation Projects methodology. The rating also acknowledges the substantial evolution of a portfolio over the past 15 months that now consists of four generating projects, down from over eight projects, resulting in less cash flow and asset diversification. The concomitant debt reduction that occurred simultaneously with the downsizing of the portfolio in accordance with the terms of the credit agreement has largely mitigated the asset and cash flow concentration, further supporting Moody's Ba2 rating affirmation. Management's ability to secure additional contracted revenue and enhance cash flow from operating assets is also factored into Moody's rating affirmation and stable outlook. At Safe Harbor, both the sponsor and their co-owners of the facility are implementing an optimization plan expected to reduce capex and result in stronger cash flow. Moody's also understands that the Wallingford peaking unit will earn incremental cash flow from various contractual arrangements and from certain ancillary services (AS) revenue, such as Locational Forward Reserve Market (LFRM), as proposed by the Independent System Operator of New England (ISONE) and approved by the Federal Energy Regulatory Commission (FERC). The market is limited in terms of size and types of units eligible to provide this product. Since Wallingford utilizes quick-start GE LM6000 Sprint technology and is relatively new, it is expected to capture more LFRM revenue. LFRM is a seasonal product and can fluctuate. For example, in the last auction LFRM cleared at $0.35 per kilowatt month above FCM capacity price; the last two auction results were nearly ten times higher at approximately $3.00 and $3.34 per kilowatt month above the FCM capacity price. Cash flow concentration remains a risk however as over 30% of expected future cash flow is derived from the Safe Harbor hydro facility. The portfolio also relies heavily on capacity market revenue which can be fickle as the latest 2016/2017 PJM capacity auction highlights how unpredictable the auction results can be, even if they provide forward-looking clarity on future cash flows. The stable outlook reflects the financial performance of the portfolio, which continues to meet or exceed Moody's projections resulting in continued debt reduction largely in line with Moody's expectations. The stable outlook further acknowledges that several positive, sustained developments across the portfolio that mitigates the increased concentration risk that has surfaced from the portfolio's evolution. The rating could face upward momentum if the borrower implements meaningful contracts on the non-contracted portion of the portfolio resulting in substantially higher predictable cash flows and improved cash flow metrics into the "Baa" category or if debt reduction occurs at levels significantly higher than scenarios considered by Moody's. The rating could face downward pressure should projects fail to perform as expected which lowers cash flow metrics including consolidated FFO/Debt falling below 10% or debt service coverage falling below 2.0x on a sustained basis. The principal methodology used in this rating was Power Generation Projects published in December 2012. LSP Madison Funding, LLC (Madison Funding) consists of four generating projects comprised of three peaking units and a partial interest in a run-of-the river hydro facility totaling approximately 1,263 megawatts (MW) based on average winter and summer rating capacity. The peaking units include the nominally rated 540 MW University Park North (UPN) and 300 MW University Park South (UPS) units in Chicago, IL; and the 225 MW Wallingford unit in Wallingford, CT. The 417 MW Safe Harbor hydro facility (139 MW net ownership) is located on the Susquehanna River near Lancaster, PA. The peaking units have at least ten years of operating history and are run by recognized operators in NAES and Wood Group. The hydro facility has been in place since the 1930s with an expansion undertaken in the mid-1980s. Madison Funding is wholly owned by LSP Madison Holdings, which is in turn owned by a $3.1 billion private equity fund (the Fund) managed by LS Power Group (LSP). LSP currently owns and manages twenty fossil and renewable power generation assets with over 8,500 MW of capacity and two large scale electric transmission businesses. M. BHIKHA: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------- Debtor: M. Bhikha, LLC 400 Collins Park Drive Antioch, TN 37013 Bankruptcy Case No.: 13-08038 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Randal S. Mashburn Debtor's Counsel: Roy C. Desha, Jr., Esq. Glen C. Watson, III, Esq. DESHA WATSON PLLC 1106 18th Ave. South Nashville, TN 37212 Tel: (615) 369-9600 Fax: (615) 369-9613 E-mail: bknotice@deshalaw.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 five unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/tnmb13-8038.pdf The petition was signed by Chandubhai Patel, managing member. MERCANTILE BANCORP: Urges Approval for $23-Mil. Sale ---------------------------------------------------- Law360 reported that Mercantile Bancorp Inc. on Sept. 16 urged a Delaware bankruptcy judge to approve the bank holding company's $23 million asset sale to United Community Bancorp Inc., while securities holders asked the court to reject the proposed transaction as a bad deal for creditors. According to the report, at a sale hearing in Wilmington, Illinois-based MBI attempted to paint the Chapter 11 sale as a sound business decision for the estate, while the official committee of trust preferred securities holders argued the deal would result in a net loss. About Mercantile Bancorp Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank holding company with wholly owned subsidiaries consisting of one bank in Illinois and one each in Kansas and Florida, where the Company conducts full-service commercial and consumer banking business, engages in mortgage banking, trust services and asset management, and provides other financial services and products. The Company also operated Mercantile Bank branch offices in Missouri and Indiana. On Aug. 10, 2011, the Illinois Division of Banking released a Consent Order that Mercantile Bank, the Federal Deposit Insurance Corporation, and the Division entered into as of July 28, 2011. Under the Order, Mercantile Bank will cease operating with all money transmitters and currency businesses providing brokerage, sale or exchange of non-United States currency for deposit customers. Furthermore, Mercantile Bank may not enter into a new line of business without the prior written consent of the FDIC and the Division. Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11634) on June 27, 2013. The petition shows assets and debt both exceeding $50 million. Liabilities include $61.9 million owing on junior subordinated debentures. Mercantile stopped paying interest on the debentures in 2009, since then running up $14 million in unpaid interest. Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch, Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the attorneys for the Debtor. A three-member official committee of unsecured creditors was appointed by the U.S. Trustee. An official committee of trust preferred securities holders was also appointed by the U.S. Trustee. The Committee is represented by Domenic E. Pacitti, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W. Gettleman, Esq., at KIRKLAND & ELLIS LLP, in Chicago, Illinois; and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq., at KIRKLAND & ELLIS LLP, in New York. MONTREAL MAINE: U.S. Federal Railroad Admin. to Pay Legal Fees -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Federal Railroad Administration is to pay legal fees for Montreal Maine & Atlantic Railway Ltd., the bankrupt railroad whose runaway train killed 47 after derailing and burning in Lac-Megantic, Quebec. According to the report, the government is assuming the role of financing the bankruptcy in light of a quirk in U.S. law governing railroads. In an ordinary bankruptcy, personal-injury and wrongful death claims would become pre-bankruptcy unsecured claims, leaving victims little recovery aside from insurance. Also, large injury claims would pose no obstacle to paying lawyers and other professionals for the bankrupt company. The report notes that railroad reorganization law is entirely different. Section 1171(a) of the U.S. Bankruptcy Code gives the victims' claims the status of expenses of the bankruptcy to be paid after secured creditors and ahead of unsecured creditors. Here's the rub: The victims' claims have the same status as the railroad's professional expenses. As MM&A's lawyers said in a court filing this week, Section 1171 would have the practical effect of forcing them to work practically for free, because whatever they earn in fees would be swamped by the wrongful death and other claims arising from the destruction of much the Quebec town. The report relates that as most of the company's property in the U.S. and Canada is covered by a lien securing $28 million owing to the Railroad Administration, the agency solved the problem by agreeing, in substance, to pay MM&A's legal fees. Assuming the bankruptcy judge in Bangor, Maine, goes along with the idea at an Oct. 1 hearing, the Railroad Administration will set aside $5 million from whatever it receives when MM&A is sold, perhaps later this year. The $5 million is to cover fees for the railroad's trustee and his professionals, both before and after the sale. The report relays that the trustee said in a court filing that the arrangement won't harm victims because the Railroad Administration's secured claim already comes ahead of their claims. In substance, the government will get $5 million less for its lien while taking nothing from unencumbered property available for victims. A railroad bankruptcy is also different from an ordinary corporate reorganization in that a trustee is appointed automatically. 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. MULLIGAN MINT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Mulligan Mint, Inc. 13835 Welch Road Dallas, TX 75244 Bankruptcy Case No.: 13-34728 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Thomas Daniel Berghman, Esq. Deborah M. Perry, Esq. Davor Rukavina, Esq. MUNSCH HARDT KOPF & HARR PC 500 N Akard Street, Suite 3800 Dallas, TX 75201-6659 Tel: (214) 855-7554 Fax: (214) 978-4346 E-mail: tberghman@munsch.com dperry@munsch.com drukavina@munsch.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb13-34728.pdf The petition was signed by Robert Gray, president. MPG OFFICE: BPO Extends Tender Offer Until Sept. 23 --------------------------------------------------- Brookfield Office Properties Inc. announced that DTLA Fund Holding Co. and Brookfield DTLA Fund Properties Holding Inc., both direct wholly owned subsidiaries of the DTLA Fund, are extending their previously announced cash tender offer to purchase all outstanding shares of preferred stock of MPG Office Trust, Inc., until 12:00 midnight, New York City time, at the end of Monday, Sept. 23, 2013. BPO previously announced its intention to acquire MPG pursuant to a merger agreement, dated as of April 24, 2013, by and among Brookfield DTLA Holdings LLC, a newly formed fund controlled by BPO (the DTLA Fund), Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund Properties LLC, MPG and MPG Office, L.P. Upon the closing of the tender offer, preferred stockholders of MPG will receive $25.00 in cash for each share of MPG preferred stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Shares of MPG preferred stock that are tendered and accepted for payment in the tender offer will not receive any accrued and unpaid dividends on those shares. The tender offer had been previously set to expire at 12:00 midnight, New York City time, at the end of Monday, Sept. 16, 2013. Except for the extension of the expiration date, all other terms and conditions of the tender offer remain unchanged. The Depositary and Paying Agent for the tender offer is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. The Information Agent for the tender offer is MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York, 10016. The tender offer materials may be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc., or by calling (800) 322-2885. Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to BPO. Based on information received from the Depositary, as of Sept. 13, 2013, approximately 84,441 shares of MPG preferred stock had been tendered and not withdrawn from the offer. Stockholders who have already tendered their shares do not have to re-tender their shares or take any other action as a result of the extension of the expiration date. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- owns and operates Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high-quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. For the year ended Dec. 31, 2012, the Company reported net income of $396.11 million, as compared with net income of $98.22 million on $234.96 million of total revenue during the prior year. As of June 30, 2013, the Company had $1.28 billion in total assets, $1.71 billion in total liabilities and a $437.26 million total deficit. In its Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2012, the Company said it is working to address challenges to its liquidity position, particularly debt maturities, leasing costs and capital expenditures. The Company said, "We do not currently have committed sources of cash adequate to fund all of our potential needs, including our 2013 debt maturities. If we are unable to raise additional capital or sell assets, we may face challenges in repaying, extending or refinancing our existing debt on favorable terms or at all, and we may be forced to give back assets to the relevant mortgage lenders. While we believe that access to future sources of significant cash will be challenging, we believe that we will have access to some of the liquidity sources identified above and that those sources will be sufficient to meet our near- term liquidity needs." On March 11, 2013, the Company entered into an agreement to sell US Bank Tower and the Westlawn off-site parking garage. The transaction is expected to close June 28, 2013, subject to customary closing conditions. The net proceeds from the transaction are expected to be roughly $103 million, a portion of which may potentially be used to make loan re-balancing payments on the Company's upcoming 2013 debt maturities at KPMG Tower and 777 Tower. Roughly $898 million of the company's debt matures in 2013. "Our ability to access the capital markets to raise capital is highly uncertain. Our substantial indebtedness may prevent us from being able to raise debt financing on acceptable terms or at all. We believe we are unlikely to be able to raise equity capital in the capital markets," the Company said. "Future sources of significant cash are essential to our liquidity and financial position, and if we are unable to generate adequate cash from these sources we will have liquidity-related problems and will be exposed to material risks. In addition, our inability to secure adequate sources of liquidity could lead to our eventual insolvency," the Company added. MSD PERFORMANCE: Hires Richards Layton as Local Delaware Counsel ---------------------------------------------------------------- MSD Performance, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A., as their local Delaware counsel. The principal professionals and paraprofessionals designated to represent the Debtors and their current standard hourly rates are as follows: Daniel J. DeFranceschi $700 Paul N. Heath $600 Zachary I. Shapiro $425 Amanda R. Steele $350 Ann Jerominski $215 The firm will also be reimbursed for any necessary out-of-pocket expenses. Daniel J. DeFranceschi, Esq., a director of the firm of Richards, Layton & Finger, P.A., in Wilmington, Delaware, assures the Court that his firm is a "disinterested person" under Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors' estates. The hearing on the employment application is set for Oct. 1, 2013, at 9:30 a.m. (EDT). Objections are due Sept. 24. 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. Ron Turcotte signed the petitions as CEO. The Debtors estimated assets of at least $50 million and debts of at least $100 million. The Debtors' restructuring counsel is Jones Day. Their investment banker is SSG Advisors, LLC. The Debtors are also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. MSD PERFORMANCE: Taps SSG Advisors as Investment Banker ------------------------------------------------------- MSD Performance, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ SSG Advisors, LLC, as their investment banker nunc pro tunc to Sept. 6, 2013. The firm will be paid a monthly fee of $25,000, and fees upon the consummation of a sale transaction or the consummation of a final restructuring. Upon the consummation of a Sale Transaction, SSG will be entitled to a Sale Fee equal to $325,000 plus 1.0% of the Total Consideration in excess of $70 million. In the event of a Sale Transaction to Z Capital MSD, L.L.C., or any of its affiliates, SSG's Sale Fee will be $325,000. Upon the consummation of a Financial Restructuring, SSG will be entitled to a Financial Restructuring Fee, at and as a condition of closing that Financial Restructuring, equal to $325,000. In addition to the fees, the Debtors agree to reimburse SSG, whether or not a Sale Transaction or Financial Restructuring is consummated, for all of the firm's reasonable out-of-pocket expenses. J. Scott Victor, a Managing Director of SSG Advisors, LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Victor also discloses that during the 90 days immediately preceding the Petition Date, SSG received fee payments totaling $75,000 and expense reimbursement payments totaling $5,901. The amount consists of an initial fee of $25,000 and monthly fees of $25,000. The hearing on the employment application is set for Oct. 1, 2013, at 9:30 a.m. (EDT). Objections are due Sept. 24. 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. Ron Turcotte signed the petitions as CEO. The Debtors estimated assets of at least $50 million and debts of at least $100 million. The Debtors' restructuring counsel is Jones Day. Their investment banker is SSG Advisors, LLC. The Debtors are also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. MSD PERFORMANCE: Seeks to Hire Troutman Sanders as Special Counsel ------------------------------------------------------------------ MSD Performance, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Troutman Sanders LLP as special counsel to advise the special committee of the outside members of the board of directors. The Troutman Firm's hourly rates at present for professionals who will work on the matter range from $400 to $835 per hour for partners, $420 to $650 for of-counsels, $200 to $500 for associates, and $170 to $265 for paralegals. The current hourly billing rates of the attorneys primarily working on this matter will be as follows: John Owen Gwathmey johnowen.gwathmey@troutmansanders.com $650 Jonathan L. Hauser jonathan.hauser@troutmansanders.com $525 Jonathan Downs jonathan.downs@troutmansanders.com $375 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Gwathmey, a partner of Troutman Sanders LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Gwathmey also discloses that on On June 28, 2013, Troutman received $50,000, of which none has been applied to fees and expenses of the firm unrelated to the Debtors' Chapter 11 Case, and the remainder of which constitutes a retainer for services in contemplation of or in connection with the Debtors' Chapter 11 Cases. The hearing on the employment application is set for Oct. 1, 2013, at 9:30 a.m. (EDT). Objections are due Sept. 24. 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. Ron Turcotte signed the petitions as CEO. The Debtors estimated assets of at least $50 million and debts of at least $100 million. The Debtors' restructuring counsel is Jones Day. Their investment banker is SSG Advisors, LLC. The Debtors are also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. MSD PERFORMANCE: Employs Logan & Co. as Administrative Advisor -------------------------------------------------------------- MSD Performance, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Logan & Company, Inc., to performan bankruptcy administrative services. Under the services agreement between the Debtors and Logan, prior to the Petition Date, the Debtors paid Logan an advanced payment of $5,000. The Retainer will be held first as security for the services to be rendered under the application to employ Logan as the Debtors' claims and noticing agent, with any remaining amount to be available as security for the services to be rendered under the application to employ Logan as 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. Ron Turcotte signed the petitions as CEO. The Debtors estimated assets of at least $50 million and debts of at least $100 million. The Debtors' restructuring counsel is Jones Day. Their investment banker is SSG Advisors, LLC. The Debtors are also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. NASSAU TOWER: Stipulation Okayed on Cash Collateral Use ------------------------------------------------------- The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey gave his stamp of approval to a stipulation regarding Nassau Tower Realty, LLC's use of rents. The stipulation was entered between the Debtor, and TD Bank, N.A., the lender. TD Bank holds a mortgage on several properties which are property of the bankruptcy estate. As of the Petition Date, Debtor and others were indebted to lender pursuant to, inter alia, a Note and an Amended and Restated Note, each in the original principal amount of $23,000,000 and dated May 10, 2005 and June 21, 2005, respectively, as amended and a Construction Loan Note in the original principal amount of $3,400,000 dated Mary 29, 2007, as amended. Pursuant to the stipulation, among other things: 1. the lender will be entitled to receive the gross rents from the lender real property each month; 2. the Debtors will deliver to the lender a complete accounting of all payments made by the Debtor for the pass through charges for the prior month; and 3. the automatic stay is hereby modified to permit lender and the Debtor to carry out the terms and conditions of the stipulation. A copy of the stipulation is available for free at http://bankrupt.com/misc/NASSAUTOWER_rents_stipulation.pdf Paul Maselli, Esq., at Masselli Warren, P.C., represents the Debtor and Timothy P. Duggan, Esq., at Stark & Stark, A Professional Corporation, represent TD Bank, N.A. About Nassau Tower Princeton, N.J.-based Nassau Tower Realty, LLC, filed for Chapter 11 relief on (Bankr. D. N.J. Case No. 13-24984) on July 9, 2013. The Hon. Judge Michael B. Kaplan presides over the case. Paul Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli Warren, P.C., represent the Debtor as counsel. The Debtor estimated assets of $10,000,001 to $50,000,000 and debts of $10,000,001 to $50,000,000. The petition was signed by Louis Mercatanti, officer of Nassau Holdings, Inc. NEXSTAR BROADCASTING: 1st Lien Term Loan Gets Moody's Ba3 Rating ---------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed first lien term loan of Nexstar Broadcasting, Inc. and a Caa1 to its proposed 6.875% senior unsecured bonds add-on. The company plans to use proceeds of approximately $425 million, together with borrowings under its revolving credit facility, to fund approximately $100 million of station acquisitions, the repayment of its 8.875% second lien notes ($325 million outstanding), and related fees and expenses (including the make-whole premium on the second lien notes). Moody's affirmed Nexstar's B2 corporate family rating and its SGL- 2 speculative grade liquidity rating. Moody's also maintained the positive outlook and adjusted LGD point estimates. Nexstar Broadcasting, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Secured Bank Credit Facility, Affirmed Ba3, LGD adjusted to LGD2, 29% from LGD2, 24% Senior Secured Bank Credit Facility (Term Loan add-on), Assigned Ba3, LGD2, 29% 6.875% Senior Unsecured Bonds, Affirmed Caa1, LGD adjusted to LGD5, 83% from LGD6, 91% 6.875% Senior Unsecured Bonds add-on, Caa1, LGD5, 83% Outlook, Remains Positive Rocky Creek Communications, Inc. Senior Secured Bank Credit Facility, Affirmed Ba3, LGD adjusted to LGD2, 29% from LGD2, 24% Outlook, Remains Positive Ratings Rationale: The approximately $135 million of incremental debt will likely delay the trajectory to lower leverage, but with the repayment of the second lien bonds Moody's expects comparable annual interest expense despite the increase in absolute debt. As such, the transactions should boost free cash flow given the incremental EBITDA from the five stations acquired. Furthermore, the acquisitions expand scale and enhance geographic diversification through the addition of five stations in three new markets. Based on the combination of acquisitions and organic growth, Moody's expects Nexstar's 2014 revenue to exceed its 2012 revenue by a factor of 1.75 to 2 times. Nexstar's B2 corporate family rating incorporates its high leverage (in the mid-5 times debt-to-EBITDA on a two year average basis pro forma for acquisitions), which poses challenges for managing a business vulnerable to advertising spending cycles. However, Moody's anticipates acquisition synergies, continued expansion of retransmission and e-Media related cash flow (even after rising payments to the networks) and modest growth in core advertising revenue, together with some debt repayment, will facilitate an improvement in the credit profile. Geographic and network diversity diminishes vulnerability to regional economic downturns and to the success of content of any particular network, but the company remains susceptible to economic conditions and faces continued competition for advertising dollars related to media fragmentation. Good liquidity also supports the rating, particularly important given the need to integrate acquisitions, though Moody's considers synergies achievable at modest cost and with low operational risk. The positive outlook reflects the potential for an upgrade to B1 based on continued improvement in the credit profile from the combination of ongoing core EBITDA growth on a two-year average basis, debt reduction and accretive acquisitions. Moody's would consider an upgrade based on expectations for sustained two-year leverage below 4.75 times debt-to-EBITDA, sustained positive free cash flow-to-debt in the high single-digit percent range, and continued modest growth in core advertising revenue and expansion of the e-Media business. An upgrade would also require maintenance of good liquidity. The outlook could revert to stable based on expectations for sustained two-year leverage remaining above 5 times debt-to- EBITDA, whether due to weak ad demand, operational challenges or debt funded dividends or acquisitions. Moody's would consider a downgrade based on expectations for sustained two-year average debt-to-EBITDA above 6 times and free cash flow-to-debt below 3%. Deterioration of the liquidity profile could also trigger a downgrade. The principal methodology used in this rating was the Global Broadcast and Advertising Related Industries 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. Based in Irving, Texas, Nexstar owns, operates, programs or provides sales and other services to 72 television stations in 41 markets. The acquisition of stations from CCA, Citadel Communications and Stainless Broadcasting stations will expand its operation to 96 television stations in 51 markets with estimated two year average revenue of about $600 million. NEW MILLENNIUM: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: New Millennium Management, LLC 810 Waugh Drive, Suite 200 Houston, TX 77019 Bankruptcy Case No.: 13-35719 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Letitia Z. Paul Debtor's Counsel: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: (713) 659-1333 Fax: (713) 658-0334 E-mail: margaret@mmmcclurelaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by David L. Sheller, managing member. NEXSTAR BROADCASTING: S&P Affirms 'B+' CCR; Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Irving, Texas-based TV broadcaster Nexstar Broadcasting Group Inc. and its subsidiaries. The outlook is stable. At the same time, S&P assigned the proposed $150 million term loan B due 2020 its 'BB' issue-level rating (two notches above the 'B+' corporate credit rating on the parent), with a recovery rating of '1', indicating S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. In addition, S&P's issue-level rating on the proposed add-on of $275 million senior unsecured notes is 'B', with a recovery rating of '5', indicating its expectation for modest (10% to 30%) recovery for debtholders in the event of a payment default. S&P revised the recovery rating on the existing $250 million senior unsecured term loan due 2020 to '5' from '6', and subsequently raised the issue-level rating on this debt to 'B' from 'B-', in accordance with its notching criteria. The company plans to use the proceeds of the new debt to repay its $325 million second-lien notes due 2017 and to fund the purchase of five stations for $103 million. S&P's rating and stable outlook on Nexstar reflects its expectation that, pro forma for the pending CCA acquisition, the company will be able to keep its lease-adjusted debt to average trailing-eight-quarter EBITDA ratio below 6x throughout the election cycle, absent a reversal of economic growth, large debt- financed acquisitions, or significant shareholder-favoring measures. Pro forma for the additional EBITDA and debt related to the announced transaction, S&P estimates that leverage was about 5.9x, as of June 30, 2013. S&P views Nexstar's business risk profile as "fair" because of duopolies in a majority of its markets, resulting in a relatively good EBITDA margin; its position as a midsize TV broadcaster with leading news ratings in many of its markets; somewhat lower competitive pressure in its smaller markets; and its advertising revenue stream's vulnerability to economic downturns and the election cycle. S&P's rating also reflects the structural trends that local TV broadcasting faces as a mature business because of increasing competition for both audience and advertising dollars from traditional and nontraditional media. NITRO PETROLEUM: Incurs $18K Net Loss in July 31 Quarter -------------------------------------------------------- Nitro Petroleum Incorporated filed its quarterly report on Form 10-Q, reporting a net loss of $17,864 on $415,677 of total revenues for the three months ended July 31, 2013, compared with a net loss of $76,999 on $178,488 of total revenues for three months ended July 31, 2012. The Company reported a net loss of $361,971 on $538,169 of total revenues for the six months ended July 31, 2013, compared with net income of $59,367 on $459,529 of total revenues for the six months ended July 31, 2012. The Company's balance sheet at July 31, 2013, showed $3.02 million in total assets, $1.07 million in total liabilities, and stockholders' equity of $1.95 million. "The Company has not attained profitable operations and is dependent upon obtaining financing to pursue any acquisitions and exploration activities. These conditions raise substantial doubt about its ability to continue as a going concern without further financing." A copy of the Form 10-Q is available at http://is.gd/yhkNou Shawnee, Oklahoma-based Nitro Petroleum Incorporated is engaged primarily in the acquisition, development, production, exploration for, and the sale of oil, gas and natural gas liquids and properties. All business activities are conducted in Texas and Oklahoma and the Company sells its oil and gas to a limited number of domestic purchasers. NOCE REALTY: Case Summary & 4 Unsecured Creditors ------------------------------------------------- Debtor: Noce Realty Investment LLC 2830 Loreto Drive Willoughby, OH 44094-9454 Bankruptcy Case No.: 13-16485 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Arthur I. Harris Debtor's Counsel: Robert J Fedor, Jr., Esq. ROBERT J. FEDOR, ESQ., LLC 23550 Center Ridge Road, Suite 107 Westlake, OH 44145 Tel: (440) 250-9709 Fax: (440) 250-9714 E-mail: rjfedor@fedortax.com Scheduled Assets: $1,117,725 Scheduled Liabilities: $889,544 A copy of the Company's list of its four unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/ohnb13-16485.pdf The petition was signed by Liberatore Noce. NORTHERN BEEF: Committee Can Hire Robbins Salomon as Lead Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Dakota authorized the Official Unsecured Creditors Committee in the Chapter 11 case of Northern Beef Packers Limited Partnership to retain Robbins, Salomon & Patt, Ltd., as its lead counsel. As reported in the Troubled Company Reporter on Sept. 17, 2013, RSP will work with local counsel Patrick T. Dougherty, Esq., at Dougherty & Dougherty, LLP. The hourly rates of RSP's personnel are: Partners $290 - $450 Associates $140 - $270 Paralegals/Research Clerks $105 - $160 RSP has agreed to cap the hourly rates of its partners in the engagement at $375 per hour. About Northern Beef Packers Limited Partnership Northern Beef Packers Limited Partnership, which operates a beef processing facility that opened in October 2012, filed for Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19, 2013. Karl Wagner signed the petition as chief financial officer. Judge Charles L. Nail, Jr., presides over the case. The Debtor estimated assets of at least $50 million and debts of at least $10 million. James M. Cremer, Esq., at Bantz, Gosch, & Cremer, L.L.C., serves at the Debtor's counsel. Steven H. Silton, Esq., at Cozen O'Connor serves as co-counsel. Lincoln Partners Advisors LLC serves as financial advisors. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors in the case. Robbins, Salomon & Patt, Ltd. serves as it lead counsel. Patrick T. Dougherty serves as its local counsel. White Oak Global Advisors, LLC, is providing postpetition financing. White Oak has extended a $47 million credit bid for the Debtor's assets. White Oak is the Debtor's largest secured creditor as of July 19, 2013, the petition date, with a disputed claim of over $64 million. NORTHERN BEEF: Has Interim OK to Incur $512,000 From White Oak -------------------------------------------------------------- The Bankruptcy Court authorized, on an interim basis, Northern Beef Packers Limited Partnership to obtain preliminary credit of $512,000 from White Oak Global Advisors, LLC, on the terms and conditions set forth in the motion and the revised stipulation, except as: 1) Paragraph J.(15) of the revised stipulation titled "Limitation on Objections to [Pre-petition] Indebtedness." is modified to provide ". . . will have until 90 days after agent files its proof of claim (collectively, the "Objection Deadline") within which. . . ."; 2) No provision in the motion or the revised stipulation may alter the terms or application of 11 U.S.C. Sections 507 or 510; and 3) the Debtor's use of the authorized funds will not, absent an order from the Court, deviate from the budget attached to the motion. As reported in the Troubled Company Reporter on Sept. 17, 2013, the Debtor requested that the Court (i) enter an order approving the stipulation on an interim basis and authorizing the Debtor to incur debt in an amount not to exceed $512,000 during the period ending Sept. 28; and (ii) enter an order approving the stipulation on a final basis and authorizing the Debtor to incur debt in an amount not to exceed $2,250,000, including the amount funded prior to entry of the final order. By motion dated July 24, the Debtor sought interim and final approval of postpetition financing from White Oak, in its capacity as agent for the Debtor's senior secured prepetition lenders. By order entered on Aug. 8, the Court denied the Debtor's request for interim approval of the proposed financing, and the Debtor subsequently withdrew its request for final approval. Since withdrawing its July 24, motion, the Debtor has continued to seek the financing that is necessary to its efforts to rehabilitate under chapter 11, but have been unsuccessful in those efforts. In addition, during that time, the Debtor and the Committee have negotiated modifications to the terms under which White Oak would provide postpetition financing to the Debtor. White Oak is the only party that has offered financing on terms that will enable the Debtor to continue to administer the chapter 11 case. The terms of the postpetition financing are set forth in the stipulation provides: a. White Oak will loan the Debtor the amount of $2,250,000 on an secured basis. b. Upon entry of an order approving the stipulation on an interim basis, White Oak will advance (on a weekly basis) the amounts contemplated under the proposed budget, up to an aggregate of $512,000. Upon entry of an order approving the stipulation on a final basis, White Oak will advance (on a weekly basis) the amounts contemplated under the proposed budget, up to an additional $1,738,000. c. Interest will accrue on the outstanding principal under the Stipulation at the rate of 9% per annum, which will accrue as PIK interest. d. The DIP Indebtedness will be secured by a valid and automatically perfected lien on and security interest in all of the Debtor's existing and after-acquired assets and proceeds thereof. Pursuant to section 364(c)(3) of the Bankruptcy Code, the DIP Lien will be junior to all non- avoidable valid, enforceable and perfected liens and security interests in favor of any person or entity on or in any assets of the Debtor, as prepetition debtor, which existed on the Petition Date and are not subject to Section 552(a) of the Bankruptcy Code. Pursuant to section 364(c)(2) of the Bankruptcy Code, the DIP Lien will also extend to all unencumbered assets of the Debtor, if any, except for Causes of Action. No liens or security interests granted to the Agent, and no claim of the agent or lenders, will be subject to subordination to any other liens, security interests or claims under Section 510 of the Bankruptcy Code or otherwise. e. The Debtor will comply with these covenants: i) By Sept. 16, the Debtor will have obtained the Court's approval of the Debtor's retention of Lincoln Partners Advisors LLC to market substantially all of the operating assets of the Debtor. ii) By Oct. 15, the Debtor will have entered into a binding agreement for an asset sale. iii) By Oct. 29, the Debtor will have obtained entry by the Court of an order approving bid and sale procedures, the stalking horse bid (subject to higher and better offers) and scheduling an auction date and final sale hearing in accordance herewith. iv) By Dec. 3, the Debtor and its advisors, in consultation with the agent and the Committee, will conduct an auction of the Debtor's operating assets. v) By Dec. 10, the Debtor will have obtained entry by the Court of an order approving the asset sale. vi) By Dec. 27, the Debtor will close the asset sale and deliver the net proceeds of such sale to White Oak after payment of all claims that are senior (after giving effect to all applicable intercreditor and subordination agreements) to the prepetition indebtedness owed to White Oak or that are secured by prior liens that are senior to the liens securing the prepetition indebtedness and applicable Carve Out, up to a maximum amount of $47 million of net proceeds to White Oak. vii) The Debtor and its advisors will provide White Oak and the Committee with telephonic reports of all sale efforts, expressions of interest and offers received, as requested and at least weekly, and with access to Lincoln and the Debtor's employees and security company. viii) The Debtor will keep White Oak and the Committee informed on a current basis of the status of all written proposals, offers, letters of intent and indications of interest for purchase of the Debtor's assets received and provide White Oak and the Committee with copies of all such proposals and other related communications received from third parties within one business day after the Debtor's receipt thereof. f. Prior to the closing of the asset sale, the Debtor will not use the Certificate of Deposit issued by Plains Commerce Bank, in the principal amount of $900,000, or any proceeds thereof, pledged to Plains Commerce Bank to support an irrevocable transferable standby letter of credit in favor of the South Dakota Animal Industry Board, as trustee, pursuant to the Packers and Stockyards Act of 1921 for any purposes without the joint written consent of the Agent and the Committee and the approval of the Court. About Northern Beef Packers Limited Partnership Northern Beef Packers Limited Partnership, which operates a beef processing facility that opened in October 2012, filed for Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19, 2013. Karl Wagner signed the petition as chief financial officer. Judge Charles L. Nail, Jr., presides over the case. The Debtor estimated assets of at least $50 million and debts of at least $10 million. James M. Cremer, Esq., at Bantz, Gosch, & Cremer, L.L.C., serves at the Debtor's counsel. Steven H. Silton, Esq., at Cozen O'Connor serves as co-counsel. Lincoln Partners Advisors LLC serves as financial advisors. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors in the case. Robbins, Salomon & Patt, Ltd. serves as it lead counsel. Patrick T. Dougherty serves as its local counsel. White Oak Global Advisors, LLC, is providing postpetition financing. White Oak has extended a $47 million credit bid for the Debtor's assets. White Oak is the Debtor's largest secured creditor as of July 19, 2013, the petition date, with a disputed claim of over $64 million. OCEANIC INN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Oceanic Inn, Inc P.O. Box Z Old Orchard Beach, ME 04064 Bankruptcy Case No.: 13-20950 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Maine (Portland) Debtor's Counsel: Joseph L. Goodman, Esq. THE GOODMAN LAW FIRM, P.A. P.O. Box 7523 Portland, ME 04112 Tel: (207) 775-4335 E-mail: joe@goodmanlawfirm.com Scheduled Assets: $1,293,091 Scheduled Liabilities: $376,286 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/meb13-20950.pdf The petition was signed by Amand Vachon, president. OHANA GROUP: Wants Exclusivity Period Extended Until Dec. 2 ----------------------------------------------------------- Ohana Group, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to further extend its exclusive period to obtain acceptances of its Plan of Reorganization by 60 days, to and including Dec. 2, 2013, to give it a full opportunity to seek and obtain confirmation of its Plan. According to papers filed with the Court, the Debtor and its primary lender, Wells Fargo, N.A., continue to discuss the terms of a consensual plan, and that it is possible a settlement will be achieved without the need for a contested confirmation hearing. The Debtor filed a proposed Plan of Reorganization and explanatory Disclosure Statement on July 31, 2013. Under the proposed Plan, the Debtor will continue to operate the Fremont Village Square condominium development Project in the ordinary course of business. Funding for payments to creditors under the Plan will come from Cash on hand as of the Effective Date, and operating revenues. The Debtor or its designee will act as disbursing agent for payments and distributions due under the Plan. The Plan also provides that the secured claim of Wells Fargo, N.A., as trustee for the registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5, which filed a proof of claim of $13,434,336 on Jan. 25, 2013, will be satisfied through equal monthly principal and interest payments based upon a 30-year amortization schedule through the month prior to the Class 1 Maturity Date, with all amounts due and payable on the Class Maturity date. Holders of general unsecured claims will be paid in full in 12 equal monthly payments. Members will retain their interests following Confirmation but will receive no distributions on account of such interests (i) if there exists a default under payments owing to any Class, or (ii) if the Debtor will fail to make any payment due on the Effective Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ohanagroup.doc115.pdf About Ohana Group LLC Ohana Group LLC, is a Washing limited liability company formed in 2006 for the purpose of managing and operating a mixed-used real property development located at 3601 Fremont Avenue N. in Seattle, Washington. The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012. The Debtor's members are Patricia Cawdrey and Daniel Cawdrey, Jr. Judge Marc Barreca oversees the case. James I. Day, Esq., at Bush Strout & Kornfeld LLP, in Seattle, serves as bankruptcy counsel. The Law Offices of Brian H. Krikorian represents the Debtor as special counsel in connection with the litigation against one of the Debtor's former tenants. In its petition, the Debtor scheduled $16,000,000 in assets and $11,696,131 in liabilities. ORECK CORP: Customers Seek to Lift Ch. 11 Stay for False Ad Suit ---------------------------------------------------------------- Law360 reported that a putative class of about 200,000 customers on Sept. 13 asked a bankruptcy judge in Tennessee to lift the automatic stay granted to Oreck Corp. so the class could pursue claims for alleged false advertising over a vacuum's ability to purify the air of germs. According to the report, the plaintiffs say that Oreck falsely advertised that its Halo vacuum and three of its air purifiers could reduce the risk of flu and eliminate common germs and allergens, but Oreck is currently protected from the action by an automatic stay imposed by the Bankruptcy Code. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as its financial advisor. In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the TTI Group, finalized the purchase of Oreck Corp.'s assets. The Bankruptcy Court approved the sale on July 16, 2013. Royal, the maker of Dirt Devil floor-care products, won the auction for Oreck Corp. The second-place bidder was the Oreck family, which sold the business in a $272 million transaction in 2003. The Oreck family made the first bid at auction at $21.9 million, including $14.5 million cash. The terms of Royal's winning bid weren't disclosed publicly, according to a Bloomberg News report. Royal was acquired in 2003 by Hong Kong-based Techtronic Industries Co., the maker of Hoover vacuum cleaners. PATRIOT COAL: Peabody Appeals Retiree Benefit Ruling ---------------------------------------------------- Jacqueline Palank, writing for Daily Bankruptcy Review, reported that Peabody Energy Corp. is appealing a ruling that it owes health benefits to more than 3,000 retirees whose former employer is now part of Patriot Coal Corp. 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. PEM SYSTEMS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Pem Systems, Inc. dba Pem-All Fire Extinguisher Co. 39 A Myrtle Ave. Cranford, NJ 07016 Bankruptcy Case No.: 13-30121 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Donald H. Steckroth Debtor's Counsel: Bunce Atkinson, Esq. ATKINSON & DEBARTOLO 2 Bridge Ave., PO Box 8415 Bldg. 2, 3rd Floor Red Bank, NJ 07701 Tel: (732) 530-5300 E-mail: bunceatkinson@aol.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $500,000,001 to $1 billion A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/njb13-30121.pdf The petition was signed by Thomas G. Moskaluk, president. POINT CENTER: Ch. 11 Trustee Can Employ GTFAS as His Accountant --------------------------------------------------------------- Howard B. Grobstein, the acting Chapter 11 trustee of the bankruptcy estate of Point Center Financial, Inc., asks the U.S. Bankruptcy Court for the Central District of California for authorization to employ Grobstein Teeple Financial Advisory Services, LLP, as his accountants, effective Aug. 12, 2013. GTFAS will perform, among others, these specific tasks: a. Obtain and evaluate financial records; b. Evaluate assets and liabilities of Debtor; c. Perform forensic accounting services; d. Provide forensic information technology services, including, but not limited to obtaining, analyzing and preserving electronic information and data; e. Provide litigation consulting services to the trustee and his counsel; and f. Provide accounting and consulting services requested by the trustee and its counsel. To the best of the trustee's knowledge, information and belief, GTFAS is a disinterest party as that term is defined by the Bankruptcy Code. About Point Center Point Center Financial, Inc., a hard money lender, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa Ana, California, on Feb. 19, 2013. The Debtor disclosed $109,257,545 in assets and $54,566,116 in liabilities as of the Chapter 11 filing. The Company claims to have a long track record of success in originating and servicing loans from hundreds of investors. Unfortunately, due to the historic collapse of the economy beginning in about 2007, the Debtor, no different than many other similar enterprises in real estate, has fallen on hard times. From a high of about 130 performing loans with a total combined face value of over $450 million in 2006, only 8 loans are now performing. There were a total of only four foreclosed properties ("REOs") as of 2006. In comparison, between 2007 and 2012, there were 60 foreclosure sales. The result left the Debtor saddled with large secured liabilities to PMB, which has a blanket lien on all of the Debtor's assets in excess of $9 million, secured by the Debtor's primary asset of loan servicing and management fees received from secured loans and properties that have been taken back through foreclosure. The MA Creditors are represented by Mary L. Fickel, Esq., at Fickel & Davis. The Official Committee of Unsecured Creditors is represented by Marshack Hays LLP. PRIUM SPOKANE: Estate Fully Administered, Bankruptcy Case Closed ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Washington on Aug. 29 entered a final decree closing the Chapter 11 case of Prium Spokane Buildings, L.L.C. In its order, the Court stated that the estate of the Debtor has been fully administered. As reported in the Troubled Company Reporter on May 10, 2013, the Debtor won confirmation of its Second Amended Plan of Reorganization dated Jan. 16, 2013. No objections were received to the confirmation of the Plan. As reported in the TCR on Feb. 8, 2013, according to the Second Amended Disclosure Statement, on the effective date of the Plan, Prium Spokane will pay all allowed administrative expenses, and will establish a reserve for payment of administrative expenses that have accrued through the Confirmation Date, but remain subject to allowance. A dispute exists among creditor James F. Rigby, Trustee of the Bankruptcy Estate of Michael R. Mastro, and parties-in-interest Glenn Davis and Jeffrey Silesky regarding the interpretation, enforceability or implementation of the Settlement Agreement among those parties that was approved in the Mastro Bankruptcy Case. On the Effective Date, Prium Spokane will: (1) deposit the distribution payable with respect to the $11.4M Note under Class 7 of the Plan with the Clerk of the U.S. Bankruptcy Court for the Western District of Washington, and (2) commence an action in interpleader pursuant to FRBP 7022 in the Mastro Bankruptcy Case against Rigby, Davis and Silesky for those parties to adjudicate their claims arising and related to the Settlement Agreement and the $11.4M Note. The confirmation order was issued March 29. A copy of the Second Amended Disclosure Statement is available for free at http://bankrupt.com/misc/PRIUM_SPOKANE_ds_2amended.pdf Glenn Davis and Jeffrey Silesky assert ownership of the Mastro Note, which is unpaid, and in default. The Debtor, in 2008, borrowed $11,477,757 from Michael R. Mastro, evidenced by a Promissory Note and secured by a second position Deed of Trust against Parcels 1 and 2 of the Wells Fargo Center. Mastro subsequently assigned the Mastro Note and the Mastro Deed of Trust to Wells Fargo Bank, National Association. However, James F. Rigby, trustee for the Bankruptcy estate of Michael R. Mastro filed a proof of claim on March 15, 2011, in the amount of $11,477,757 as a secured claim based on the Mastro Note and the Mastro Deed of Trust. About Prium Spokane Buildings Bellevue, Washington-based Prium Spokane Buildings, L.L.C., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 10-06952) on Dec. 16, 2010. Barry W. Davidson, Esq., at Davidson Backman Medeiros PLLC, represented the Debtor. Berreth, Lochmiller & Associates, PLLC, served as accountants. The Debtor disclosed $17,042,743 in assets and $34,723,584 in liabilities as of the Chapter 11 filing. There was no creditors committee appointed in the case. PROGRESSIVE CASUALTY: Suffers Setback in $11.5MM D&O Fight ---------------------------------------------------------- Law360 reported that a federal judge on Sept. 13 questioned Progressive Casualty Insurance Co.'s effort to avoid covering former executives of a failed Arizona bank who face Federal Deposit Insurance Corp. misconduct claims, this after the insurer's suit was branded a violation of bankruptcy law. According to the report, U.S. District Judge H. Russell Holland gave Progressive two weeks to show why eight former directors and officers of Community Bank of Arizona targeted by the FDIC should not be dismissed from the insurer's declaratory suit disputing the executives' defense and indemnity coverage. The case is Progressive Casualty Insurance Company v. Federal Deposit Insurance Corporation et al., Case No. 2:13-cv-00232 (D. Ariz.) before Judge H Russel Holland. RAM OF EASTERN: Plan Confirmation Hearing Continued Until Nov. 21 ----------------------------------------------------------------- The Bankruptcy Court granted Ram of Eastern North Carolina, LLC's motion continuing from Sept. 5, 2013, until Nov. 21, at 1:30 p.m., the hearing to consider the confirmation of the Debtor's Plan of Reorganization. First South Bank, by and through its counsel Charles C. Edwards, Jr., Esq., at Rodman, Holscher, Peck & Edwards, P.A., and the Debtor have reached a verbal agreement as to the extension of the deadline for filing ballots and objections to the proposed Plan to a date which any continuance hearing is scheduled. On Aug. 29, the Debtor filed a motion to continue the hearing on Plan confirmation. Wells Fargo Bank, N.A., has also asked the Court to extend the ballot and objection deadline in relation to the confirmation of the Plan. The Court conditionally approved the Disclosure Statement on Aug. 29. As reported in the Troubled Company Reporter on July 3, 2013, the Debtor's Plan contemplates the continuation of its business activities. Payments under the Plan will be made through income earned through the operation of the Debtor's business, and through deeding certain properties to its secured creditors. Allowed Secured Claims are claims secured by property of the Debtor's bankruptcy estate to the extent allowed as secured claims under Section 506 of the Bankruptcy Code. If the value of the collateral or setoffs securing the creditor's claim is less than the amount of the creditor's allowed claim, the deficiency will be classified as a deficiency claim. Aug 29 is the last day for filing written objections to the Disclosure Statement and the confirmation of the Plan. If no objection to the Disclosure Statement is filed, the conditional approval of the Disclosure Statement will become final. A full-text copy of the Disclosure Statement dated June 20, 2013, is available for free at: http://bankrupt.com/misc/RAMOFEASTERNds0620.pdf The Disclosure Statement was filed by George M. Oliver, Esq. -- gmo@ofc-law.com -- and Ciara L. Rogers, Esq. -- clr@ofc-law.com -- at Oliver Friesen Cheek, PLLC, in New Bern, North Carolina, on behalf of the Debtor. Marjorie K. Lynch, Bankruptcy Administrator, by and through Brian C. Behr, Esq., objected to the Debtor's Plan and Disclosure Statement, stating, among other things, the Debtor has to satisfy 13 requirements set forth in Section 1129 of the Bankruptcy Code. About RAM of Eastern North Carolina RAM of Eastern North Carolina, LLC, formerly Grantham Crossing, LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-01125) in Wilson, North Carolina, on Feb. 21, 2013. The Debtor, which owns commercial and residential rental properties in Craven and Carteret Counties, North Carolina, disclosed $11.7 million in total assets and $7.70 million in total liabilities in its schedules. George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as bankruptcy counsel to the Debtor. RESIDENTIAL CAPITAL: Payment of Rust Consulting's Fees Okayed ------------------------------------------------------------- Judge Martin Glenn authorized debtors GMAC Mortgage, LLC, and Residential Capital, LLC, to satisfy, pay, and reimburse Rust Consulting, Inc., all fees for services rendered as Paying Agent under the amendment to the consent order, dated April 13, 2011, with the Federal Reserve Board and the Federal Deposit Insurance Corporation. Rust Consulting is not required to submit fee applications pursuant to Sections 330 and 331 of the Bankruptcy Code but the firm is required to file with the Court, and provide notice to the U.S. Trustee and the Official Committee of Unsecured Creditors, reports of compensation earned and expenses incurred on at least a quarterly basis. Parties-in-interest have the right to object to fees paid and expenses reimbursed to Rust Consulting within 20 days after Rust Consulting files the reports. The Debtors had asked the Court for authority to terminate the foreclosure review mandated by the 2011 Consent Order, stating that the expenditure, which amounts to approximately $300,000 per day, represents the single most costly administrative expense of their estates. The Debtors estimated that, as of the Petition Date, the performance of the FRB Foreclosure Review may cost as much as $180 million. By August 2013, the Debtors' estimate of the cost of the FRB Foreclosure Review had risen to $250 million. Instead of terminating the FRB Foreclosure Review, the Debtors opted to amend the Consent Order. Under the Amended Consent Order, GMAC Mortgage and ResCap will deposit into a segregated escrow account an amount up to $230 million to fund a Qualified Settlement Fund to replace the FRB Foreclosure Review obligations. Through the Amendment, the Debtors have agreed to make a one-time payment to a borrower fund in the amount of approximately $230 million, in satisfaction of the Consent Order's FRB Foreclosure Review requirement. The Settlement Amount consists of a cash payment in the amount of $198,077,499 from which payments will be made to borrowers. Additionally, the Amendment requires ResCap and GMAC Mortgage to provide loss mitigation or other foreclosure prevention actions that total $316,923,998. The Debtors and the FRB have agreed that the Debtors may make an additional cash payment in the amount of $31,692,400 in satisfaction of their Foreclosure Prevention obligations. The total cash consideration to be paid to the FRB in satisfaction of the Consent Order is $229,769,899, plus interest accruing on escrowed funds. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: FGIC Settlement Approved --------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York approved the settlement agreement, dated May 23, 2013, among Residential Capital, LLC and its debtor affiliates, Financial Guaranty Insurance Company, the FGIC Trustees, and certain Institutional Investors, which agreement resolves FGIC's claims totaling $5.5 billion in the aggregate and majority of the general unsecured claims asserted by FGIC Trustees. The Settlement Agreement additionally contemplates a $253.3 million payment from FGIC to the FGIC Trustees in exchange for the release of FGIC's obligations under its insurance policies. Judge Glenn, in a memorandum opinion and order dated Sept. 13, 2013, found, based on a preponderance of the evidence presented, that (i) the Settlement Agreement is fair, equitable and in the best interests of the Debtors and their estates, and (ii) the FGIC Trustees acted in good faith in entering the Settlement and the Settlement is in the best interests of the investors in each FGIC Insured Trust. In his decision, Judge Glenn stated, "Absent the Settlement Agreement, the Debtors would face complex and lengthy litigation with FGIC and the FGIC Trustees over the validity, amount and possible subordination of their asserted claims. This litigation would be fact-intensive and would include relatively novel legal issues, making the potential outcome uncertain. In addition, the Debtors have experienced tremendous attrition among their employees who worked on the securitizations at issue and this would hinder the Debtors' efforts to offer meaningful live testimony in support of the Debtors' defenses." The Ad Hoc Committee of Junior Secured Noteholders, who declined to participate in the global mediation, are the only party to object to the Settlement on the basis that it fails to satisfy the standards under Rule 9019 of the Federal Rules of Bankruptcy Procedure. Judge Glenn overruled the JSNs' objection, holding that the JSNs have failed to provide any authority holding that a court cannot approve a settlement where the claims could potentially be subordinated. Judge Glenn also held that although the JSNs claim that the Settlement improperly grants FGIC a claim against ResCap, the Debtors acknowledge that there would be no recovery of the minimum allowed claim amount from ResCap because ResCap is not obligated to reimburse FGIC for any payments under the governing agreements. Judge Glenn concluded that the factors laid out in In re Iridium Operating LLC, 478 F.3d 452, 455 (2d Cir. 2007, weigh heavily in favour of approving the Settlement Agreement. A full-text copy of Judge Glenn's Decision is available for free at http://bankrupt.com/misc/RESCAP_fgicmemo0913.pdf John C. Weitnauer, Esq., and Michael E. Johnson, Esq., at ALSTON & BIRD LLP, in New York, is counsel to Wells Fargo Bank, N.A., as Trustee of Certain Mortgage Backed Securities Trusts. Glenn E. Siegel, Esq., at DECHERT LLP, in New York, is counsel to The Bank of New York Mellon and The Bank of New York Mellon Trust Company, N.A., as Trustee of Certain Mortgage-Backed Securities Trusts. Kathy Patrick, Esq., at GIBBS & BRUNS LLP, in Houston, Texas, is attorney for Steering Committee of RMBS Investors. Richard L. Wynne, Esq., and Howard F. Sidman, Esq., at JONES DAY, in New York, are attorneys for Creditor Financial Guaranty Insurance Company. Philip S. Kaufman, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP, in New York, is counsel to the Official Committee of Unsecured Creditors. Peter S. Goodman, Esq., and Michael R. Carney, Esq., at MCKOOL SMITH, P.C., in New York, are counsel for Federal Home Loan Mortgage Corporation. Charles L. Kerr, Esq., and Joseph Alexander Lawrence, Esq., at MORRISON & FOERSTER LLP, in New York, are counsel for the Debtors and Debtors in Possession. David B. Gelfarb, Esq., at MOSS & KALISH, PLLC, in New York, is counsel for Federal Home Loan Mortgage Corporation. Andrew G. Devore, Esq., at ROPES & GRAY, in Boston, Massachusetts, is attorney for Steering Committee of RMBS Investors. Jeffrey Dine, Esq., and Mark Kotwick, Esq., at SEWARD & KISSEL LLP, in New York, are counsel to U.S. Bank National Association, as Trustee of Certain Mortgage-Backed Securities. J. Christopher Shore, Esq., at WHITE & CASE LLP, in New York, is counsel to the Ad Hoc Group of Junior Secured Noteholders. Joseph T. Baio, Esq., Mary Eaton, Esq., and Emma J. James, Esq., at WILLKIE FARR & GALLAGHER LLP, in New York, are attorneys for Monarch Alternative Capital LP, Stonehill Capital Management LLC, Bayview Fund Management LLC, CQS ABS Master Fund limited and CQS Alpha Master Fund Limited. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Several Parties to Join Plan Discovery ----------------------------------------------------------- Several indenture trustees and the plaintiffs in two class actions filed notices informing the Court of their intent to participate in the Chapter 11 Plan discovery in the cases of Residential Capital LLC and its debtor affiliates: * Wilmington Trust, N.A., solely in its capacity as indenture trustee for the Senior Unsecured Notes issued by Residential Capital LLC, and as represented by Walter H. Curchack, Esq., and Vadim J. Rubinstein, Esq., at Loeb & Loeb LLP, in New York; and Thomas J. Moloney, Esq., and Sean A. O'Neal, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New York; * The Bank of New York Mellon Trust Company, N.A. and The Bank of New York Mellon, each as trustee and/or master servicer in respect of certain RMBS Trusts, represented by Glenn E. Siegel, Esq., Craig P. Druehl, Esq., and Mauricio A. Espana, Esq., at Dechert LLP, in New York; and Allen Pfeiffer, Esq., at Dentons US LLP, in New York; * U.S. Bank National Association, solely in its capacity as trustee, indenture trustee, and master servicer in respect of certain RMBS Trusts, represented by Mark D. Kotwick, Esq., Arlene R. Alves, Esq., and Brian P. Mahoney, Esq., at Seward & Kissel LLP, in New York; * Wells Fargo Bank, N.A., solely in its capacity as trustee, indenture trustee, securities administrator, co-administrator, paying agent, grantor trustee, master servicer, custodian and/or similar agency capacities in respect of certain residential mortgage-backed securities trusts, represented by Michael E. Johnson, Esq., and William Hao, Esq., at Alston & Bird LLP, in New York, and John C. Weitnauer, Esq., at Alston & Bird LLP, in Atlanta, Georgia; * Wells Fargo Bank, N.A., in its capacity as First Priority Collateral Agent, Third Priority Collateral Agent, and Collateral Control Agent, represented by Eric Schaffer, Esq., David Schlecker, Esq., and Sarah Kam, Esq., at Reed Smith LLP, in New York; * Law Debenture Trust Company of New York, solely in its capacity as Separate Trustee of certain RMBS Trusts, represented by Dale C. Christensen, Jr., Esq., and Thomas Ross Hooper, Esq., at Seward & Kissel LLP, in New York; * Morgan Stanley & Co. Incorporated (n/k/a Morgan Stanley & Co. LLC), represented by Kevin H. Marino, Esq., and John A. Boyle, Esq., at Marino, Tortorella & Boyle, P.C.; * HSBC Bank USA, National Association, solely in its capacity as trustee in respect of certain RMBS Trusts, represented by John Kibler, Esq., and Jonathan Cho, Esq., at Allen & Overy LLP; * Syncora Guarantee Inc., represented by Paul R. DeFilippo, Esq., and Randall R. Rainer, Esq., at Wollmuth Maher & Deutsch LLP; * Rowena Drennen, Flora Gaskin, Roger Turner, Christie Turner, John Picard, and Rebecca Picard, a representative group of lead plaintiffs of the class known as the "Kessler Class" in the consolidated class action entitled In re: Community Bank of Northern Virginia Second Mortgage Lending Practice Litigation, represented by Daniel J. Flanigan, Esq., at Polsinelli PC; David M. Skeens, Esq., and R. Frederick Walters, Esq., at Walters, Bender, Strohbehn & Vaughan; and R. Bruce Carlson, Esq., at Carlson Lynch LTD; * Plaintiffs in the putative class action captioned Rothstein, et al. v. GMAC Mortgage, LLC, et al., No. 1:12-CV-3412-AJN (S.D.N.Y.), represented by Mark A. Strauss, Esq., and J. Brandon Walker, Esq., at KIRBY McINERNEY LLP, in New York; and Mary E. Augustine, Esq., and Garvan F. McDaniel, Esq., at BIFFERATO GENTILOTTI, in Wilmington, Delaware; * Financial Guaranty Insurance Company, represented by Richard L. Wynne, Esq., and Erin N. Brady, Esq., at Jones Day. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: PNC Bank Claim Disallowed ---------------------------------------------- Judge Martin Glenn disallowed and expunged Claim No. 4760 filed by PNC Bank, N.A., filed against Debtor Residential Funding Company, LLC, on the grounds that there does not exist any statutory or contractual basis for the PNC Claim. The PNC Claim is also disallowed pursuant Section 502(e)(1)(B) of the Bankruptcy Code. The PNC Claim asserts a contingent and unliquidated claim for contribution or indemnity for claims asserted in a prepetition putative class action, which alleges violations of the Real Estate Settlement Practices Act, the Trust in Lending Act, or the Racketeer Influenced and Corrupt Organizations Act. A total of 11 cases have been consolidated and are being jointly administered in a multi-district litigation pending before the U.S. District Court for the Western District of Pennsylvania styled as In re Community Bank of Northern Virginia Second Mortgage Practice Litigation, MDL No. 1674, Case Nos. 03-0425, 02-02101, 05-1386. The claims at issue in the MDL case relevant to the PNC Claim arise under federal law and relate to the lending practices of a non-debtor bank, Community Bank of Northern Virginia, in connection with second mortgage loans made by CBNV to homeowners between 1998 and 2002. PNC is a successor to CBNV through a series of mergers and acquisitions. RFC was named a defendant because it purchased many of the loans made by CBNV and purportedly funded the alleged "fraudulent kick-back scheme" allegedly perpetrated by CBNV. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). REVEL AC: Accused of Offering Bogus Refunds ------------------------------------------- Law360 reported that Revel, the Atlantic City, N.J., casino that emerged from bankruptcy in May, was hit with a putative class action in New Jersey federal court alleging Revel's promotional offer to refund slot losses, launched to goose its business, intentionally defrauded customers. According to the report, Margaret and Nicholas Peragine filed suit against the casino's owners, Revel Entertainment Group LLC and Chatham Asset Management LLC, on behalf of themselves and anyone who gambled on Revel's slot machines in July. The case is PERAGINE et al v. REVEL ENTERTAINMENT GROUP LLC et al., Case No. 1:13-cv-05451 (D.N.J.) before Judge Noel L. Hillman. The case was filed Sept. 12, 2013. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. along with four affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, in Camden, New Jersey, with a prepackaged plan that reduces debt by $1.25 billion. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. Epiq Bankruptcy Solutions is the claims and notice agent. The Official Committee of Unsecured Creditor retained Christopher A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at Polsinelli PC as counsel. Revel AC Inc. on May 21 disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11 of the United States Bankruptcy Code. Through the restructuring plan, which has been approved by both the U.S. Bankruptcy Court for the District of New Jersey (Camden) and the New Jersey Casino Control Commission, Revel has reduced its outstanding debt by approximately $1.2 billion, or 82%, and its annual interest expense on a cash basis by $98 million, or 96%. REVSTONE INDUSTRIES: Creditor Loses Bid to Convert Cases to Ch. 7 ----------------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge on Sept. 16 denied a request by Boston Finance Group LLC to convert the cases of two subsidiaries of debtor Revstone Industries LLC from Chapter 11 to Chapter 7 proceedings, ruling that conversion would soak up so much time and money that stakeholders' potential recoveries could be put at risk. According to the report, U.S. Bankruptcy Judge Brendan L. Shannon ruled on the request to have the cases for the estates of auto parts makers Greenwood Forgings LLC and U.S. Tool & Engineering LLC turned into Chapter 7 proceedings. About Revstone Industries et al. Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represents Revstone. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No. 13-11831) to sell the bulk of its assets to industry rival Dayco for $25 million, absent higher and better offers. Metavation has tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rice, LLP, represents the Official Committee of Unsecured Creditors in Revstone's case. RICCO INC: Hiring Joe R. Pyle as Auctioneer to Assist in Sale ------------------------------------------------------------- Robert L. Johns, Chapter 11 Trustee of the bankruptcy estate of Ricco, Inc., asks the U.S. Bankruptcy Court for the Northern District of West Virginia for authorization to employ Joe R. Pyle Auction & Realty Company as auctioneer to assist the Trustee in the sale of the Debtor's real property. The real estate to be sold consists of various parcels of surface and/or minerals, totaling approximately 1,590.71 acres of surface only or surface and minerals and 3,250.3709 acres of minerals only, located in Garrett County, Maryland and Mineral and Grant Counties, West Virginia. The Trustee further requests that the Court authorize the Trustee to permit the payment of the auctioneer's commission in the form of a Buyer's premium in the amount of five percent (5%) of the sales price of the real property (with a minimum commission of $10,000.00), plus actual hard costs of advertising and promotion of no more than $25,000.00. According to papers filed with the Court, Mr. Pyle offers to share a portion of its commission equal to 1% of the sale price with any real estate broker who brings a successful bidder to the auction, and Mr. Pyle may pay a referral fee to Martin & Martin Auctioneers, LLC, but in either event, such sharing of the commission or payment of a referral fee will not reduce the sale proceeds to the bankruptcy estate. About Ricco Inc. Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners, Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos Partners -- filed for Chapter 11 bankruptcy protection on Jan. 7, 2010 (Bankr. N.D. W.V. Case No. 10-00023). In its schedules, the Debtor disclosed $15,162,600 in assets and $4,093,674 in liabilities as of the Petition Date. Wendel B. Turner, Esq., and Robert L. Johns, Esq., at Turner & Johns, PLLC, in Charleston, West Va., represent Robert L. Johns, Chapter 11 Trustee as counsel. David M. Thomas, Esq., and Michael R. Proctor, Esq., at Dinsmore and Shohl LLP, in Morgantown, W. Va., represents the Official Committee of Unsecured Creditors as counsel. ROGAN RR: Case Summary & 2 Unsecured Creditors ---------------------------------------------- Debtor: Rogan RR, LLC 225 Railroad Ave. Bedford Hills, NY 10507 Bankruptcy Case No.: 13-23532 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Anne J. Penachio, Esq. PENACHIO MALARA LLP 235 Main Street, Sixth Floor White Plains, NY 10601 Tel: (914) 946-2889 Fax: (914) 946-2882 E-mail: apenachio@pmlawllp.com Scheduled Assets: $0 Scheduled Liabilities: $1,600,000 A list of the Company's two largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nysb13-23532.pdf The petition was signed by James Rogan, managing member. RURAL METRO: November 6 Settlement Fairness Hearing Set ------------------------------------------------------- The following statement is being issued by Robbins Geller Rudman & Dowd LLP pursuant to an order of The Court of Chancery of the State of Delaware. IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE In re: RURAL METRO CORPORATION ) Consolidated SHAREHOLDERS LITIGATION ) C.A. no. 6350-VCL SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION(1) TO: ALL HOLDERS OF RURAL/METRO CORPORATION COMMON STOCK AT ANY TIME FROM MARCH 28, 2011 THROUGH AND INCLUDING JUNE 30, 2011, WHETHER BENEFICIAL OR OF RECORD, INCLUDING THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS IN INTEREST, TRANSFEREES AND ASSIGNEES OF ALL SUCH FOREGOING HOLDERS. PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE. YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware, dated September 4, 2013, that Lead Plaintiff and the Settling Defendants in the above-captioned class action lawsuit, challenging the acquisition of Rural/Metro Corporation by an investor group led by investment funds controlled by Warburg Pincus, LLC have entered into a proposed settlement of the Action.(2) The complete terms of the Settlement are set forth in the Stipulation and Agreement of Compromise and Settlement between Lead Plaintiff, the Rural/Metro Defendants and Moelis & Company LLC dated as of August 3, 2013. The Stipulation can be obtained at http://www.gilardi.com A settlement hearing is scheduled to be held in the Court of Chancery, New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801, on November 6, 2013, at 2:00 p.m. to, among other things: (a) determine whether the Court should approve the Settlement as fair, reasonable and adequate and in the best interests of the Class; (b) determine whether the Judgment should be entered dismissing the Action as to the Settling Defendants with prejudice; (c) consider the application by Co-Lead Counsel for attorneys' fees and payment of expenses; (d) hear and determine any objections to the Settlement or the application of Co-Lead Counsel for an award of attorneys' fees and expenses; and (e) rule on such other matters as the Court may deem appropriate. IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL BE AFFECTED BY THE PENDING ACTION AND THE SETTLEMENT. If you have not received the full printed Notice of Pendency and Proposed Settlement of Class Action, you may obtain a copy of the Stipulation, Notice and/or the Proof of Claim by contacting Rural/Metro Shareholder Litigation, Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box 5100 Larkspur, CA 94977-5100, 1-(888)- 283-8029, http://www.gilardi.comor Co-Lead Counsel: Bouchard Margules & Friedlander, P.A Joel E. Friedlander 222 Delaware Avenue, Suite 1400 Wilmington, DE 19801 302-573-3500 Robbins Geller Rudman & Dowd LLP Randall J. Baron 655 West Broadway, Suite 1900 San Diego, CA 92101 1-800-449-4900 If you are a Class member you will be bound by any judgment entered in the Action. Any objections to the Settlement and/or application for attorneys' fees and expenses must be filed with the Court and delivered to all counsel listed in the Notice such that they are received no later than October 23, 2013, in accordance with the instructions set forth in the Notice. Class members who do not object need not appear at the Settlement Hearing or take any other action to indicate their approval. (1) On August 4, 2013, Rural/Metro Corporation and certain affiliates filed Voluntary Petitions for Relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware, Case No. 13-11979, and jointly administered under In re Rural/Metro Corporation, et al., Case No. 13-11952 (KJC). Pursuant to 11 U.S.C. 362, inter alia, the filing of the Petitions operates as a stay of the commencement or continuation of judicial, administrative or other actions or proceedings against Rural/Metro Corporation and the other Debtors as of the Petition Date. The Debtors have not asserted that the bankruptcy filing and automatic stay prevents the Court from proceeding with the partial settlement as to the individual defendants or Moelis & Company LLC. (2) The proposed settlement does not resolve any claims of the Class against RBC Capital Markets LLC. Lead Plaintiff Tried her case against RBC Beginning on May 6, 2013 and ending on May 9, 2013. Post-trial oral arguments between Lead Plaintiff and RBC are scheduled to be held on September 26, 2013. PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE. If you have any questions about the litigation or the Settlement, you may contact Co-Lead Counsel: Dated: September 4, 2013 BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE About Rural/Metro Corporation Headquartered in Scottsdale, Arizona, Rural/Metro Corporation -- http://www.ruralmetro.com-- is a national provider of 911- emergency and non-emergency interfacility ambulance services and private fire protection services, operating in 21 states and nearly 700 communities. Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District of Delaware. The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie Farr & Gallagher LLP, in New York. Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' local Delaware counsel. Alvarez & Marsal Healthcare Industry Group, LLC, and FTI Consulting, Inc., are the Debtors' financial advisors, while Lazard Freres & Co. L.L.C. is their investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims and noticing agent. The U.S. Trustee has appointed a three-member official committee of unsecured creditors in the Chapter 11 case. The Debtors have arranged $75 million of DIP financing from a group of prepetition lenders led by Credit Suisse AG. An interim order has allowed the Debtors to access $40 million of the DIP facility. RURAL/METRO CORP: Chapter 11 Plan Filed --------------------------------------- BankruptcyData reported that Rural/Metro filed with the U.S. Bankruptcy Court a Joint Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "Generally, the Plan provides for a consensual balance sheet restructuring that will reduce the Debtors' funded indebtedness by approximately 50% and cut interest payments nearly in half. Specifically, the restructuring transactions contemplated in the Plan will substantially de-lever debt obligations by (i) partially paying down the prepetition senior secured facility by $50,000,000 and (ii) converting Noteholder Claims and Other Unsecured Claims (to the extent holders of Other Unsecured Claims elect to receive New Common Stock in lieu of Cash) into 100% of the common stock of Reorganized RMC subject to dilution only by: (A) the options to purchase the common stock of Reorganized RMC that may be issued to the Reorganized Debtors' post-Effective Date directors, officers and employees pursuant to the Management Equity Plan described in Article XI hereof; and (B) the shares of common stock of Reorganized RMC issued pursuant to the Rights Offering (including any New Common Stock issued pursuant to the Rights Offering Backstop Commitment Agreement). The Debtors' prepetition equity holders' interests will be cancelled, and upon emergence, all of Reorganized RMC's New Common Stock will be owned by the holders of Noteholder Claims (including those participating in the Rights Offering) and the holders of the Other Unsecured Claims (to the extent such holders of Other Unsecured Claim select to receive New Common Stock in lieu of Cash). Creditors holding Other Secured Claims will receive cash, their collateral, or retain their liens, as applicable, in satisfaction of their Claims." About Rural/Metro Corporation Headquartered in Scottsdale, Arizona, Rural/Metro Corporation -- http://www.ruralmetro.com-- is a national provider of 911- emergency and non-emergency interfacility ambulance services and private fire protection services, operating in 21 states and nearly 700 communities. Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District of Delaware. The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie Farr & Gallagher LLP, in New York. Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' local Delaware counsel. Alvarez & Marsal Healthcare Industry Group, LLC, and FTI Consulting, Inc., are the Debtors' financial advisors, while Lazard Freres & Co. L.L.C. is their investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims and noticing agent. The U.S. Trustee has appointed a three-member official committee of unsecured creditors in the Chapter 11 case. The Debtors have arranged $75 million of DIP financing from a group of prepetition lenders led by Credit Suisse AG. An interim order has allowed the Debtors to access $40 million of the DIP facility. SALLY HOLDINGS: Good Performance Cues Moody's to Lift CFR to Ba2 ---------------------------------------------------------------- Moody's Investors Service upgraded all ratings of Sally Holdings LLC, including the Corporate Family Rating to Ba2 from Ba3 and the ratings on its senior unsecured notes to Ba2 from Ba3. The rating outlook is stable. Moody's upgraded the following ratings: Sally Holdings LLC: Corporate family rating to Ba2 from Ba3; Probability of default rating to Ba2-PD from Ba3-PD; $850 million 5.75% sr. unsecured notes due 2022 to Ba2 (LGD4, 59%) from Ba3 (LGD4, 58%); $750 million 6.875% sr. unsecured notes due 2019 to Ba2 (LGD4, 59%) from Ba3 (LGD4, 58%); Senior unsecured shelf to (P)Ba2 from (P)Ba3; Sally Beauty Holdings, Inc.: Senior unsecured shelf to (P)Ba2 from (P)Ba3; Sally Capital, Inc.: Senior unsecured shelf to (P)Ba2 from (P)Ba3; Sally Holdings LLC's SGL-1 Speculative Grade Liquidity Rating was affirmed. Ratings Rationale: "The upgrade reflects Sally's continued steady operating performance, cash flow and credit metrics," said Moody's analyst, Mike Zuccaro. For the past year, Sally's lease-adjusted debt/EBITDA has remained stable, in the very low 4.0 times range. "We continue to expect Sally to invest in growth through new store openings and acquisitions, and that the company will use excess cash for shareholder returns while maintaining its existing credit profile." Sally's Ba2 corporate family rating reflects its solid market position in the professional beauty supply market, steady performance through economic cycles, geographic diversity, and strong merchandising focus which Moody's expects will continue to benefit the company's margins. Sally's liquidity is very good, supported by the expectation that operating cash flow and ample revolver availability will be more than sufficient to cover working capital and capital spending over the next twelve months. The rating is constrained by the company's high debt load and continued risk for a more aggressive financial policy due to increased share repurchase activity. The stable outlook reflects the expectation for continued profitable growth while maintaining a disciplined approach to shareholder returns and acquisitions. Ratings could be downgraded if operating performance were to sustainably weaken, financial policies were to become more aggressive, or the company were unable to maintain at least good liquidity. Specific metrics include debt/EBITDA sustained near 5.0 times, interest coverage below 2.75 times and retained cash flow- to-net debt below 12.5%. An upgrade would require continued profitable growth and increased global scale, as well as comfort on Moody's part that Sally will demonstrate the willingness to achieve and maintain debt/EBITDA below 3.5 times and retained cash flow-to-debt above 20%. Sally Holdings LLC, based in Denton, Texas, is an international retailer and distributor of beauty supplies. Its two subsidiaries, Sally Beauty Supply and Beauty Systems Group, sell and distribute beauty products to individual retail consumers and salon professionals. Products are distributed through a network of over 4,600 stores in 11 countries. Revenues approached $3.6 billion for the twelve month period ended June 30, 2013. The principal methodology used in this rating was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. SAVE MOST: Seeks Immediate Dismissal of Chapter 11 Case ------------------------------------------------------- Save Most Desert Rancho, Ltd., asks the U.S. Bankruptcy Court for the Central District of California to immediately dismiss its Chapter 11 case conditioned upon such order providing that, notwithstanding section 349 of the Bankruptcy Code: 1) all prior orders of the Bankruptcy Court will survive dismissal; and 2) the Court will retain exclusive jurisdiction to enforce the provisions of the Sale Order [approving the sale of the Corona Property], the Sale Agreement, the Amendment Order, the Amendment and the order approving this Dismiss Motion (the "Dismissal Order") and to resolve any dispute concerning the Sale Orders and the Dismissal Order. According to the Debtor, the sale of the Corona Property has closed. The Debtor tells the Court that it recently received an offer to purchase the Laguna Hills Property which is conditioned upon closing the sale as quickly as possible but not later than Oct. 15, 2013. "The Debtor reached an agreement with JP Morgan Chase Bank, the lender holding the only trust deed against the Laguna Hills Property, which provides for the sale of the Laguna Hills Property and is conditioned upon the Debtor promptly seeking dismissal of its Chapter 11 case and distributing an agreed upon payment amount to Chase to be received no later than Oct. 15, 2013. "The net proceeds from the sale of the Laguna Hill Property, after payment of: a) the agreed upon amount to be paid to Chase on account of its secured claim; b) real property taxes; c) escrow, title and other fees; and d) all administrative claims, including legal fees and costs of the Law Offices of Michael G. Spector which are to be paid through this escrow after approval by the Debtor, is sufficient to pay all non-insider general unsecured claim (estimated at $23,000) in full. Insiders have agreed to subordinate their claims to holders of allowed unsecured claims. According to papers filed with the Court, dismissal on the terms set forth above is in the best interest of creditors and the Debtor for at least the following reasons: a. All non-insider claims against the Debtor's bankruptcy estate will be paid expeditiously and in full; b. It will prevent the delays and costs associated with confirmation of a liquidating plan; c. All orders entered in the Debtor's Chapter 11 case [will survive dismissal]; d. In the event there are any issues related to the sale of the Corona Property, this Court will retain jurisdiction to resolve such disputes; e. The Debtor will be able to comply with the timing requirements set forth in the offer to purchase the Laguna Hill Property and complete the sale of on or before Oct. 15, 2013, resulting in payment of all unsecured and administrative claims; and f. The Debtor will be able to comply with the timing requirements of its settlement with Chase which provides for payment to Chase on account of its secured claim no later than Oct. 15, 2013. The hearing to consider the Debtor's Dismiss Motion is set for Oct. 2, 2013, at 10:00 a.m. A copy of the Dismiss Motion is available at: http://bankrupt.com/misc/savemost.doc163.pdf About Save Most Desert Rancho Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-23173) in Santa Ana, California on Nov. 15, 2012. The Laguna Hills-based company disclosed $10,134,997 in assets and $14,874,770 in liabilities as of the Chapter 11 filing. The petition was signed by Charles Kaminskas for Brighton Park, LP, general partner. Michael G. Spector, Esq., and Vicki L. Schennum, Esq., at The Law Offices of Michael G. Spector, in Santa Ana, Calif., represent the Debtor as Chapter 11 insolvency counsel. Michael D. Testan, Esq., represents JPMorgan. SAVE MOST: Exclusive Solicitation Period Extended Until Dec. 12 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended Save Most Desert Rancho, Ltd.'s exclusive period to solicit acceptances of its filed Plan through and including Dec. 12, 2013. As reported in the TCR on Aug. 21, 2013, the Plan Period expired on June 15, and the Debtor filed its Plan and Disclosure Statement on that date. The solicitation period expired on Sept. 11. The Debtor explains that the extension will allow the active issues and disputes with its secured lenders to be resolved and eliminate the chance of the Debtor being subject to a chaotic environment where there are competing plans of reorganization. About Save Most Desert Rancho Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-23173) in Santa Ana, California on Nov. 15, 2012. The Laguna Hills-based company disclosed $10,134,997 in assets and $14,874,770 in liabilities as of the Chapter 11 filing. The petition was signed by Charles Kaminskas for Brighton Park, LP, general partner. Michael G. Spector, Esq., and Vicki L. Schennum, Esq., at The Law Offices of Michael G. Spector, in Santa Ana, Calif., represent the Debtor as Chapter 11 insolvency counsel. Michael D. Testan, Esq., represents JPMorgan. SCOOTER STORE: Closing, Loses Medicare Reimbursement ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although the Scooter Store Inc. lined up a buyer, the supplier of power wheelchairs and scooters is going out of business. According to the report, the company lost the right to reimbursement from Medicare, thus cutting off the primary source of revenue, according to Cathy Hershcopf, a lawyer for the company's official creditors' committee. "Even though there was a buyer, there's now nothing to sell," Ms. Hershcopf said in a phone interview with Bloomberg. A purchaser, she said, "would have kept employees working and vendors selling goods." "I assume Medicare took the step," Ms. Hershcopf said, "because it doesn't have confidence in the company." The report notes that the failure of the business is all the more disappointing because the committee and third-lien lender Sun Capital Partners Inc. had an agreement carving out some sale proceeds that might have produced a recovery for unsecured creditors. Sun Capital is a 66.8 percent controlling shareholder and is owed $40 million on third-lien debt. There is an auction scheduled for Sept. 23, with bids due Sept. 19. About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. SOUTHERN MONTANA: Chapter 11 Trustee Files Second Amended Plan -------------------------------------------------------------- On Sept. 12, 2013, Lee A. Freeman, the duly appointed Chapter 11 trustee for Debtor Southern Montana Electric Generation and Transmission Cooperative, Inc., filed a proposed disclosure statement for the Trustee's Second Amended Plan of Reorganization for the Debtor. According to the disclosure statement, the Plan provides for the continued operation of the Debtor, a settlement with the Noteholders which resolves the issue of the value of the Noteholders' collateral and under which the Noteholders' current claim for a $46 million "make-whole amount" is waived, significant recoveries to secured creditors, a distribution to unsecured creditors that is equal to if not greater than what they would receive if the Debtor were to be liquidated, and reasonable rates to the Debtor's members for at least the next decade. In addition to the settlement with the Noteholders, one of the other key elements of the Plan is a 10-year, all requirements power supply agreement between Reorganized Southern and Morgan Stanley Capital Group, Inc. (the "MSCGI Agreement") under which all of the Debtor's power and energy needs will be met with under market-based prices that are, in real dollars, at historical lows. The MSCGI Agreement replaces a pre-petition, long-term power supply agreement with PPL Montana that required the Debtor to purchase quantities of power that greatly exceeded its needs and at prices that turned out to be significantly over-market. Claims in Classes 2(A) (Prudential), 2(B) (Modern Woodmen), 2(C) (First Interstate Bank Secured Loan), 3 (CFC), 4 (First Interstate Bank Unsecured Loan), 5 (Construction Lien Claims), 6 (General Unsecured Claims), and 7 (Convenience Claims) are impaired under the Plan and Claims in such Classes will receive distributions under the Plan to the extent not otherwise waived. As a result, holders of Allowed Claims in those Classes are entitled to vote to accept or reject the Plan. Holders of Claims in Classes 1 (Priority Non-Tax Claims), 8 (Member Patronage Capital and similar Claims), and 9 (Member Interests) are unimpaired by the Plan. As a result, holders of Claims or Member Interests in those Classes are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Under the Plan terms, General Unsecured Claims in Class 6 will receive their Pro Rata share of the Unencumbered Cash in the Estate. Distribution of the Pro Rata payment will be made within 30 days after the Effective Date, with additional distributions from any Unencumbered Cash proceeds received from the Litigation Recoveries to be made as and when available, provided, however, Allowed General Unsecured Claim holders will have no interest in and shall receive no distribution from the Operating Cash Reserve. Except to the extent that the holder of an Allowed Convenience Claim agrees to less favorable treatment or has been paid on account of such Claim prior to the Effective Date, each holder, if any, of an Allowed Convenience Claim will receive Cash in an amount equal to 50% of such Allowed Convenience Claim on the later of the Effective Date or the date such Claim becomes an Allowed Convenience Claim, or as soon thereafter as is practicable. Each holder of a Claim Allowed in an amount greater than $5,000, which Claim would otherwise be a General Unsecured Claim, may elect to voluntarily reduce such Claim to $5,000 and be treated as the holder of an Allowed Convenience Claim for purposes of this Plan. Member Patronage Capital and similar Claims in Class 8 will retain their Allowed Claims in accordance with and as provided by the Debtor's Bylaws. Member Interests and Member Certificates in Class 9 will be retained by the Members in accordance with and as provided by the Debtor's Bylaws. A copy of the proposed disclosure statement for the Trustee's Second Amended Plan of Reorganization for the Debtor is available for free at http://bankrupt.com/misc/southernmontana.doc1018.pdf About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in Billings, Montana, serves as the Debtor's counsel. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana, represents the Unsecured Creditors' Committee as counsel. SPINDLE INC: Incurs $862K Net Loss in Second Quarter ---------------------------------------------------- Spindle, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $861,717 on $327,210 of revenue for the three months ended June 30, 2013, compared with a net loss of $412,805 on $nil revenue for the same period last year. The Company reported a net loss of $1.54 million on $705,446 of revenue for the six months ended June 30, 2013, compared with a net loss of $604,782 on $17,974 of revenue for the corresponding period of 2012. The Company's balance sheet at June 30, 2013, showed $5.75 million in total assets, $719,579 in total liabilities, and stockholders' equity of $5.03 million. "As shown in the accompanying financial statements, the Company has incurred a net loss of ($1,536,958) for the six month period ended June 30, 2013, and has an accumulated deficit of ($4,153,571). "In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. The Company has recently issued debt securities and may conduct an offering of its equity securities to raise proceeds to finance its plan of operation. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. "These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty." A copy of the Form 10-Q is available at http://is.gd/nDqMpF Scottsdale, Ariz.-based Spindle, Inc., was originally incorporated in the State of Nevada on Jan. 8, 2007, as "Coyote Hills Golf, Inc." The Company was previously an online retailer of golf- related apparel, equipment and supplies. Through the date of this quarterly report, the Company only generated minimal revenues from that line of business. Spindle is a commerce-centric company with four primary customers: 1) individual consumers (buyers); 2) individual businesses (merchants or sellers); 3) third party channel partners (financial institutions and other non-bank partners such as wireless carriers); and 4) advertisers (retail, brands, and destinations). The Company intends to generate revenue through patented cloud-based payment processes under the Spindle product line, and licensing of its intellectual property. SPIRIT REALTY: S&P Retains 'B' Corp. Credit Rating on CreditWatch ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B' corporate credit rating on Spirit Realty Capital Inc. (Spirit) remains on CreditWatch, where it was placed with positive implications on Jan. 28, 2013. The company closed its merger with Cole Credit Property Trust II (CCPT II) on July 17, 2013. In conjunction with the 100% stock merger transaction, Spirit also entered in a new three-year $400 million revolving credit facility (to replace an existing $100 million revolving credit facility) and issued $203 million in 10-year fixed-rate commercial mortgage backed securities (CMBS). Spirit used borrowings under the new revolving credit facility and the CMBS debt to pay down CCPT II's $324 million balance on its now-terminated revolving credit facility. Post-merger, Spirit is the second-largest publicly traded triple-net-lease REIT in the U.S. with a pro forma enterprise value of about $6.9 billion. The ultimate corporate credit rating on Spirit will depend on several factors, including: -- S&P's assessment of its business risk profile following the merger; -- S&P's view of the diversification and cash flow stability of the combined portfolio; and -- The financial risk profile, particularly the liquidity and debt coverage measures of the company post-merger. "We believe Spirit's merger with CCPT II improves its business risk profile, particularly from a scale and portfolio diversification perspective," said Standard & Poor's credit analyst James Sung. In addition, S&P thinks it modestly strengthens its financial risk profile, because it expects it will lead to lower leverage and higher fixed-charge coverage metrics. S&P plans to meet with Spirit's management team during the next month to clarify and reassess these credit improvement assumptions. Following these discussions, S&P will shortly thereafter remove the CreditWatch listing and consider raising the rating. Conversely, although unlikely, S&P would consider lowering the rating if the company's liquidity were to become constrained or if debt coverage measures were to deteriorate, perhaps due to tenant challenges. SPRINGLEAF FINANCE: Fitch to Rate $150MM Unsecured Notes at 'B-' ---------------------------------------------------------------- Fitch Ratings expects to rate Springleaf Finance Corporation's $150 million senior unsecured notes due 2021 and $100 million senior unsecured notes due 2023 'B-/RR4'. Fitch also expects to rate Springleaf's $500 million senior unsecured notes due 2021 and $200 million senior unsecured noted due 2023 'B-/RR4'. These notes were issued by Springleaf in a privately negotiated exchange for $700 million of the company's existing 6.90% medium term notes due 2017. Springleaf intends to use the proceeds from the offering for general corporate purposes, including the repayment or repurchase of existing debt. Key Rating Drivers The proposed note issuance does not affect Springleaf's long-term Issuer Default Rating (IDR) of 'B-' as overall liquidity and leverage do not change materially. Based on the priority of repayment and potential asset discount, the expected unsecured note rating of 'B-/RR4' implies an average recovery for unsecured debt holders. The issuance is expected to reduce the company's 2017 debt tower, which is viewed positively by Fitch. Fitch believes the company has adequate sources of liquidity to originate new loans and meet its debt obligations through 2016. Rating Sensitivities Fitch believes additional upward rating momentum could potentially be warranted if 2017 debt maturities are reduced further, profitability is sustained over an extended period of time, asset quality improves further, and leverage declines to a level more in-line with higher rated consumer finance companies. That said, potential upward momentum would likely be limited to a below investment grade level, given Springleaf's monoline focus on sub- prime consumer lending and the potential for increased regulatory scrutiny. Conversely, an inability to refinance existing debt at reasonable costs, substantial credit quality deterioration, potential new and more onerous rules and regulations, as well as potential shareholder-friendly actions given the high private equity ownership, could generate negative rating momentum or may result in notching the senior unsecured rating below the IDR. Fitch currently rates Springleaf as follows: Springleaf Finance Corporation -- Long-term IDR 'B-'; -- Senior unsecured debt 'B-/RR4'. AGFC Capital Trust I -- Preferred stock 'CC/RR6'. The Rating Outlook is Stable. ST. GEORGES CRESCENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: St. Georges Crescent LLC c/o Michael Waldman 29 Wildwood Drive Wilton, CT 06897 Bankruptcy Case No.: 13-12985 Chapter 11 Petition Date: September 13, 2013 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: James M. Peck Debtor's Counsel: Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue 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 Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Michael Waldman, managing member. Affiliate that filed separate Chapter 11 petition: Petition Debtor Case No. Date ------ -------- ---- 2279-2283 Third Avenue Associates LLC 12-13092 07/17/12 STANFORD GROUP: Proskauer Asks If Receiver Attys Shared Info ------------------------------------------------------------ Law360 reported that Proskauer Rose LLP urged a Texas federal judge on Sept. 13 to force Stanford Financial Group's receiver to show whether his possibly outgoing attorney swapped confidential information with his proposed replacement, demanding discovery in the receiver's suit accusing the firm of aiding a $7 billion Ponzi scheme. According to the report, the firm's request continues a fight with receiver Ralph S. Janvey over whether intricate details of a government investigation into convicted Ponzi schemer Robert Allen Stanford have been improperly shared with attorneys working on a civil suit. The case is Janvey et al v. Proskauer Rose LLP et al., Case No. 3:13-cv-00477 (N.D. Tex.) before Judge David C Godbey. About Stanford Group The Stanford Financial Group was a privately held international group of financial services companies controlled by Allen Stanford, until it was seized by United States (U.S.) authorities in early 2009. Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management served more than 70,000 clients in 140 countries. On Feb. 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The case in district court was Securities and Exchange Commission v. Securities Investor Protection Corp., 11-mc-00678, U.S. District Court, District of Columbia (Washington). The U.S. Securities and Exchange Commission, on Feb. 17, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi- billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against him in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money- laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. TRANS ENERGY: Presented at Euro Pacific and Rodman Conferences -------------------------------------------------------------- Trans Energy, Inc., announced that Chairman Steve Lucado and President John Corp presented on Sept. 10, 2013, at the Euro Pacific Capital Global Investment Conference 2013 being held at the Sofitel Hotel in New York. Also on September 10, the Company presented at the Rodman & Renshaw Annual Global Investment Conference 2013 being held at the Millennium Broadway Hotel in New York. The presentations focused on the Company's development efforts in the Marcellus Shale, specifically in Marion, Marshall, Tyler and Wetzel counties in Northern West Virginia. The presentations covered the following topics: * General information about Trans Energy, Inc. * Discussion of drilling results * Production history and future drilling plans * Wet gas economics * SEC Reserves * Debt financing - Credit Agreement * Other information About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. In its audit report on the Company's 2011 results, Maloney + Novotny, LLC, in Cleveland, Ohio, noted that the Company has generated significant losses from operations and has a working capital deficit of $18.37 million at Dec. 31, 2011, which together raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at March 31, 2013, showed $85.10 million in total assets, $79.41 million in total liabilities and $5.68 million in total stockholders' equity. About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. In its audit report on the Company's 2011 results, Maloney + Novotny, LLC, in Cleveland, Ohio, noted that the Company has generated significant losses from operations and has a working capital deficit of $18.37 million at Dec. 31, 2011, which together raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at June 30, 2013, showed $88.89 million in total assets, $85.48 million in total liabilities and $3.40 million in total stockholders' equity. UNI-PIXEL INC: Kevin Douglas No Longer a Shareholder at Sept. 10 ---------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Kevin Douglas and his affiliates disclosed that as of Sept. 10, 2013, they do not beneficially own shares of common stock of Uni-Pixel, Inc. Mr. Douglas previously reported beneficial ownership of 750,000 common shares or 7.7 percent equity stake as of Dec. 31, 2012. A copy of the regulatory filing is available for free at http://is.gd/p89IAw About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. "As of December 31, 2012, we had a cash balance of approximately $13.0 million and working capital of $12.8 million. We project that current cash reserves will sustain our operations through at least December 31, 2013, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. We expect to fund our operations with our net product revenues from our commercial products, cash and cash equivalents supplemented by proceeds from equity or debt financings, and loans or collaborative agreements with corporate partners, each to the extent necessary," according to the Company's annual report for the year ended Dec. 31, 2012. Uni-Pixel incurred a net loss of $9.01 million in 2012, as compared with a net loss of $8.56 million in 2011. The Company's balance sheet at June 30, 2013, showed $63.28 million in total assets, $6.56 million in total liabilities and $56.71 million in total shareholders' equity. UNIVERSAL COMPUTER: S&P Raises CCR to 'B+'; Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Houston, Tex.-based Universal Computer Systems Holding Inc. (d/b/a Reynolds) to 'B+' from 'B'. The outlook is stable. At the same time, S&P lowered its ratings on the company's existing first-lien term loans from to 'BB' from 'BBB-'. S&P previously anticipated that the facilities would be repaid at the closing of the recap financing, but instead, they will remain outstanding. The recovery rating remains '1', indicating S&P's expectation for a very high (90%-100%) recovery of principal in the event of payment default. S&P is withdrawing ratings on the previously proposed $25 million senior secured revolving credit facility, $550 million first-lien term loan A, and $1.75 billion first-lien term loan B. S&P is also withdrawing the ratings on the previously proposed $1.1 billion second-lien term loan. The company cancelled its planned recapitalization transaction that would have resulted in an increase in adjusted leverage to about 8.3x from about 1.9x as of June 30, 2013. "The ratings reflect the company's improved near-term financial profile following the recap withdrawal," said Standard & Poor's credit analyst Katarzyna Nolan. S&P has revised its financial risk profile to "aggressive" from highly leveraged". However, S&P expects that the company will not sustain its currently very strong credit metrics for its "aggressive" financial risk profile over the longer term. S&P now views UCS as having an aggressive financial policy and expects the company to use additional debt to finance its strategic initiatives over the longer term. The ratings on Reynolds also reflect its "fair" business risk profile incorporating a relatively narrow and cyclical end market, offset by consistent profitability and a solid market position in the North American automobile dealer management solutions market. The stable outlook reflects Reynolds' highly recurring revenue base, consistent profitability, and ability to generate FOCF. S&P expects the company to continue generating FOCF, despite the cyclical nature of the auto industry. An upgrade is unlikely in the near-to-intermediate term given S&P's expectation of future debt-financed strategic initiatives, including shareholder returns, that are likely to preclude sustained leverage near current levels. S&P believes that the company needs to demonstrate and articulate a more moderate financial policy in order to achieve a higher rating. S&P could consider a downgrade if Reynolds experiences higher- than-expected customer losses, leading to a profitability decline, or pursues more aggressive financial policies than currently anticipated that lead to debt to EBITDA in the high-5x area. VERMILLION INC: Appoints Dr. Eric Varma to Board of Directors ------------------------------------------------------------- Vermillion, Inc., has appointed Eric Varma, M.D., to its board of directors. "As a partner at Oracle Investment Management, Vermillion's largest shareholder, and a physician, Eric brings significant financial and commercial experience in the life sciences to our board of directors," said Thomas McLain, Vermillion's president and CEO. "His expertise will help guide the company as it continues to focus on its novel, high-value diagnostic test, OVA1(R) and improving the care for women with gynecological cancers." Dr. Varma is currently a partner at Oracle Investment Management, which is a fundamental research driven investment management company that is exclusively focused on the global health care and bioscience industries. Prior to joining Oracle Investment Management, he worked at Leerink Swann, the Boston Consulting Group, and the Food and Drug Administration. Dr. Varma received his B.A. from the University of California Berkeley, M.D., from the Albert Einstein College of Medicine, and M.B.A. from the MIT Sloan School of Management. About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. Vermillion incurred a net loss of $7.14 million in 2012, as compared with a net loss of $17.79 million in 2011. The Company's balance sheet at June 30, 2013, showed $16.89 million in total assets, $4.39 million in total liabilities and $12.49 million in total stockholders' equity. BDO USA, LLP, in Austin, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit, all of which raise substantial doubt about the Company's ability to continue as a going concern. VIGGLE INC: R. Sillerman Held 74.6% Equity Stake at Sept. 6 ----------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Robert F.X. Sillerman disclosed that as of Sept. 6, 2013, he beneficially owned 109,518,087 shares of common stock of Viggle Inc. representing 74.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/yrLDla About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York City, expressed substantial doubt about Viggle's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2012, has deficiencies in working capital and equity. VORNADO REALTY: Fitch Views Resignations as Credit Positive ----------------------------------------------------------- On Sept. 13, 2013, Vornado Realty Trust (NYSE: VNO, IDR 'BBB', Outlook Stable) announced that Steven Roth and Clifford Broser had resigned from the boards of J.C. Penney Company, Inc. (NYSE: JCP, IDR 'B-', Outlook Negative) and Lexington Realty Trust (NYSE: LXP, not rated), respectively. The directorships did not preclude VNO from selling its interests in either company (as demonstrated by the March 2013 sale of JCP shares). However, when combined with the company's recent public comments regarding anticipated holding periods for both companies, the resignations foretell that dispositions may occur sooner rather than later, which Fitch Ratings views as a credit positive. As Fitch has previously stated, Vornado's efforts to simplify its holdings are a credit positive despite the limited effect on the metrics (VNO's holdings in JCP and LXP totaled less than $400 million and provided only $11 million in annualized cash contributions to EBITDA at Sept. 13, 2013). The non-core portfolio has been a source of consternation for both shareholders and management and a factor driving share price performance (i.e. VNO underperforming the REIT index on trailing three- and five-year bases and outperforming over the past 12 months and year-to-date as the company communicated and effectuated its simplification). Future sales of JCP and LXP, combined with the completed sales of VNO's interests in LNR Property LLC and non-core retail and Merchandise Mart properties, would leave interests in Toys 'R' Us, Inc. (IDR 'B-', Outlook Stable) and Alexander's (not rated) as the remaining noteworthy investments. Fitch does not project that Vornado will exit either in the short-to-medium term due to Toys' illiquidity and the stature of Alexander's real estate in Vornado's portfolio. A simplified Vornado has four positive effects on unsecured creditors. First, to the extent it drives additional outperformance for shareholders, the value of VNO's equity should improve and potentially become a renewed currency for investments. Second, assuming VNO reinvests the capital into properties, the quality of the cash flow supporting the ratings would improve. Third, depending on whether VNO procures secured debt on investments, redeployed capital may improve unencumbered asset coverage. And lastly, management would be able to reallocate the resources spent on simplification back towards the basic blocking and tackling of acquisitions, redevelopment and portfolio management. Fitch currently rates VNO and Vornado Realty, L.P. (collectively, Vornado) as follows: Vornado Realty Trust: -- Issuer Default Rating (IDR) 'BBB'; -- Preferred stock 'BB+'; Vornado Realty, L.P.: -- IDR 'BBB'; -- Unsecured revolving credit facility 'BBB'; -- Senior unsecured notes 'BBB'. The Rating Outlook is Stable. VPR CORP: U.S. Trustee Seeks More Information on Asset Sales ------------------------------------------------------------ Marie Beaudette, writing for DBR Small Cap, reported that the federal government's bankruptcy watchdog wants more details on the assets oil and gas driller VPR Corp. is auctioning off this week. About VPR Operating VPR Operating, LLC, and three related entities sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin on March 29, 2013. Brian John Smith, Esq., at Patton Boggs LLP, serves as the Debtor's counsel. Judge Craig A. Gargotta presides over the case. The Debtor disclosed $13,400,000 in assets and $11,119,045 in liabilities as of the Chapter 11 filing. Privately owned VPR is an oil and gas company focused on acquiring and developing assets in the domestic onshore basins of the United States. It has 53 producing wells, which generate revenue of approximately $375,000 per month on average after royalty payments. VPR was founded in 2008, and maintains producing oil and gas properties in Oklahoma and New Mexico. The U.S. Trustee appointed five entities to an official committee of creditors. Kell C. Mercer, Esq., at Brown McCarroll, L.L.P. represents the Official Committee of Creditors. WCP WIRELESS: Fitch Affirms 'BB-' Rating on $50MM Class C Notes --------------------------------------------------------------- Fitch Ratings affirms WCP Wireless Site Funding LLC, WCP Wireless Site RE Funding LLC, and WCP Wireless Site Non-RE Funding LLC's secured wireless site contract revenue notes, series 2010-1 as follows: -- $179.3 million class A at 'Asf'; Outlook Stable; -- $55 million class B at 'BBB-sf'; Outlook Stable; -- $50 million class C at 'BB-sf'; Outlook Stable. Key Rating Drivers The affirmations are due to the stable performance of the collateral since issuance. In addition, the transaction has paid down 13.1% (as of August 2013) since issuance. The Stable Outlooks reflect the limited prospect for upgrades given the allowance to issue additional notes following the site acquisition period. Rating Sensitivities The classes are expected to remain stable based on continued cash flow growth due to annual rent escalations and automatic renewal clauses resulting in higher pool net cash flow and debt service coverage ratios. The ratings have been capped at 'Asf' in light of the specialized nature of the collateral and the potential for changes in technology to affect long-term demand for wireless tower space. As part of its review, Fitch analyzed the financial information provided by the master servicer, Midland Loan Services. As of August 2013, the reported aggregate scheduled revenue net cash flow increased to $42.5 million (including AT&T Receivables and tenant contracts acquired via the site acquisition account) from $36.9 million at issuance. The Fitch stressed debt service coverage ratio (DSCR) increased from 2.03x at issuance to 2.26x as a result of the increase in net cash flow. Tenant concentrations have remained stable, and the majority of revenue is from telephony tenants, which have more stable income characteristics than other tenant types due to the strong end-use customer demand for wireless services. The notes are secured primarily by mortgages on the interests of the asset entities in wireless sites from purchased leasehold interests and a perfected security interest in loan assets. A declining percentage of the notes are secured by payment obligations guaranteed by AT&T Inc. (AT&T Receivables; rated 'A' with a Negative Outlook by Fitch). The transaction is structured with scheduled monthly principal payments that will amortize the principal balance 34% by the rapid amortization date (RAD) in 2017, reducing the refinance risk. Crown Castle, rated 'BB' as of December 2012, replaced Wireless Capital (WCP) as manager after purchasing and assuming the debt on the ground lease related assets of WCP in 2012. WORLD IMPORTS: Can Access Banks' Cash Collateral Until Oct. 11 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania approved on Sept. 12, 2013, the Second Final Stipulation entered into by and among World Imports, LTD., et al., and PNC Bank, National Association, and PNC Equipment Finance, LLC, authorizing the Debtor to use cash collateral of the Banks until 5:00 p.m. on Oct. 11, 2013, unless earlier terminated due to the occurrence of an Event of Default. The Debtors will be permitted to exceed Approved Expenses in the Budget by an amount not to exceed, on a weekly basis, either (a) five percent (5%) of the aggregate amount of Approved Expenses for such week or (b) as otherwise agreed to among the Debtors and Banks. A further hearing to consider whether the Debtors' use of cash collateral can be extended beyond Oct. 11, 2013, will be held on Oct. 9, 2013, at 10:00 a.m. About World Imports World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-15929) on July 3, 2013, in Philadelphia. Debtor- affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No. 13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed separate petitions for Chapter 11 relief. The cases are jointly administered under Case No. 13-15929. John E. Kaskey, Esq., at Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the Debtors. World Imports, Ltd., estimated assets and debts of $10 million to $50 million. World Imports South, LLC, estimated assets of $1 million to $10 million. WPCS INTERNATIONAL: Incurs $5.9 Million Net Loss in Fiscal Q1 ------------------------------------------------------------- WPCS International Incorporated filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $5.89 million on $9.71 million of revenue for the three months ended July 31, 2013, as compared with net income attributable to the Company of $993,701 on $13.44 million of revenue for the same period last year. The Company reported a net loss of $6.8 million on $42.3 million of revenue in fiscal 2013, compared with a net loss of $20.6 million on $65.5 million in fiscal 2012. As of July 31, 2013, WPCS International had $18.73 million in total assets, $24.45 million in total liabilities and a $5.72 million total deficit. Sebastian Giordano, Interim CEO of WPCS, commented, "The management team is pleased to report positive EBITDA performance, and since taking over the interim CEO role, the company is evaluating a number of opportunities for improvement, including seeking a shareholder value proposition in the near future." A copy of the Form 10-Q is available for free at: http://is.gd/Y6HKln On Sept. 16, 2013, the Company held an earnings conference call to discuss its unaudited financial results for the first fiscal quarter ended July 31, 2013. The script of the earnings conference call is available for free at http://is.gd/jpzBLE About WPCS International Exton, Pennsylvania-WPCS International Incorporated is a global provider of design-build engineering services for communications infrastructure, with approximately 250 employees in five operations centers on three continents. The Company provides its engineering capabilities including wireless communication, specialty construction and electrical power to a diversified customer base in the public services, healthcare, energy and corporate enterprise markets worldwide. CohnReznick LLP, in Roseland, New Jersey, expressed substantial doubt about WPCS International's ability to continue as a going concern following the annual report for the year ended April 30, 2013. The independent auditors noted that the Company has incurred net losses and negative cash flows from operating activities, had a working capital deficiency as of and for the years ended April 30, 2013, and 2012, and has an accumulated deficit as of April 30, 2103. * 3rd Circ. Nixes Atty Sanctions In Bankrupt Client Fee Row ----------------------------------------------------------- Law360 reported that the Third Circuit on Sept. 16 nixed a $20,000 sanction on an attorney who had objected to the discharge of legal fees owed by a bankrupt couple his firm had represented, finding the Pennsylvania bankruptcy court that imposed the sanctions had violated a procedural "safe harbor" provision. According to the report, in a precedential decision, a three-judge panel of the Third Circuit composed of Chief Judge Theodore A. Mackee, Judge Thomas L. Ambro, and Judge Richard L. Nygaard affirmed a Pennsylvania district court's decision vacating the bankruptcy court's sanctions order against Neil Ettinger and his attorney Demetrios H. Tsarouhis. In the bankruptcy action, Neil Ettinger and Ettinger and Associates, LLC, filed an adversary complaint objecting to the discharge of legal fees owed by Tammy and Gregory Miller, Ettinger's former clients and the debtors in bankruptcy. The Bankruptcy Court threw out the complaint, which asserted that the Millers' outstanding debt was nondischargeable because it was obtained via fraud, and imposed a $20,000 sanction against Ettinger jointly with his bankruptcy counsel, Demetrios Tsarouhis. The District Court vacated the ruling on the ground that the sanctions order violated the procedural "safe harbor" requirements of Rule 9011 of the Federal Rules of Bankruptcy Procedure, but it refused to remand the case for further consideration under Rule 9011 "[b]ecause it is too late to cure the safe harbor violation." Moreover, because "the Bankruptcy Court based its decision to sanction on Rule 9011," the District Court would "not opine in the first instance on whether sanctions grounded in some other authority would have been appropriate." Yet it also refused to remand to the Bankruptcy Court for that consideration. The Third Circuit agreed with the District Court's legal conclusion on Rule 9011, but remanded the case with instruction to permit the Bankruptcy Court to consider alternative avenues to impose sanctions. The case is ETTINGER AND ASSOCIATES, LLC v. GREGORY JOSEPH MILLER; TAMMY LYNN MILLER, Appellants, No. 12-3152 (3d Cir.). A full-text copy of the Decision penned by Judge Ambro is available for free at http://bankrupt.com/misc/Miller0916.pdf Susan J. Deely, Esq., and Thomas L. Lightner, Esq., at Lightner Law Offices, in Allentown, Pennsylvania, argued for Appellants. Demetrios H. Tsarouhis, Esq., in Allentown, Pennsylvania, argued for Appellees. * Falcone's SEC Securities Ban Settlement Gets Approval ------------------------------------------------------- Joel Rosenblatt, writing for Bloomberg News, reported that billionaire hedge-fund manager Philip Falcone's $18 million settlement with U.S. regulators that includes a five-year ban from the securities industry and an admission of wrongdoing was accepted by a federal judge. According to the report, U.S. District Judge Paul A. Crotty in Manhattan on Sept. 17 said in a written order that the agreement reached last month with Falcone and Harbinger Capital Partners LLC is "appropriate and proportionate to the defendants' admitted wrongful conduct." The SEC accused Falcone, who became a billionaire by betting against the U.S. housing market in 2006, of improperly borrowing money from his fund to pay his personal taxes and said he gave preferential treatment to some of his investors in returning their money, the report related. The regulator also accused Falcone of engaging in a short squeeze of bonds held by a Canadian manufacturer. The bar from the securities industry will allow Falcone to liquidate his hedge funds under the supervision of an independent monitor, the SEC said last month, the report further related. He and his firm will pay an $18 million fine. Eric Goldstein, a lawyer representing Harbinger Capital, didn't return a phone call or e-mail after regular business hours seeking comment, the report said. The case is SEC v. Philip A. Falcone, 12-cv-05027, U.S. District Court, Southern District of New York (Manhattan). * Law Firm Should Pay $36M For Malpractice, Jury Told ----------------------------------------------------- Law360 reported that Silicon Valley Law Group should pay $36 million for failing to warn a real estate investment firm it represented that buyer Ed Okun engaged in fishy borrowing habits that bankrupted the firm and landed Okun in jail, a California federal jury heard on Sept. 16 during closing arguments in SVLG's legal malpractice trial. According to the report, Janet Dashiell and Steven Allred had never sold a business before when they hired SVLG to help them negotiate with potential buyers to sell 1031 Advance, Jacqueline Veit of Golenbock Eiseman Assor Bell and Peskoe said. The case is McHale v. Silicon Valley Law Group, Case No. 3:10-cv- 04864 (N.D. Calif.) before Judge Joseph C. Spero. * National Credit Default Rates Down in August 2013 --------------------------------------------------- Data through August 2013, released on Sept. 17 by S&P Dow Jones Indices and Experian for the S&P/Experian Consumer Credit Default Indices, a comprehensive measure of changes in consumer credit defaults, showed decrease in national default rates during the month. The national composite was 1.34% in August, marginally down from 1.35% in July. The first mortgage default rate was 1.23% this month, down from 1.25% posted last month. The second mortgage posted 0.57% in August, up from 0.54% July rate. The auto loan default rate reported 1.11% in August, up from a 1.03% previous month's level. The bank card rate hit a new low of 3.12% in August; it was 3.22% in July. "Consumer credit quality continues to look healthy," says David M. Blitzer, Managing Director and Chairman of the Index Committee for S&P Dow Jones Indices. "The indices are back to pre-financial crisis levels and are stable. The national composite and the first mortgage posted recent lows in August; they were 1.34% and 1.23%, marginally down from the last month's rates. The second mortgage posted 0.57%, three basis points up from July low. Auto loan default rate was 1.11%, eight basis points up from the last month. Bank card default rate hit a new low of 3.12%, ten basis points down from July level and 65 basis points down from the level posted in August 2012. All loan types remain below their respective levels a year ago. "Two cities, New York and Los Angeles, saw their default rates drop in August while three cities -- Chicago, Dallas and Miami -- saw increases. All moves were small. All five cities remain below default rates they posted a year ago, in August 2012." The table below summarizes the August 2013 results for the S&P/Experian Credit Default Indices. These data are not seasonally adjusted and are not subject to revision. S&P/Experian Consumer Credit Default Indices National Indices Index August 2013 July 2013 August 2012 Index Level Index Level Index Level Composite 1.34 1.35 1.50 First Mortgage 1.23 1.25 1.40 Second Mortgage 0.57 0.54 0.72 Bank Card 3.12 3.22 3.77 Auto Loans 1.11 1.03 1.09 Source: S&P/Experian Consumer Credit Default Indices Data through August 2013 The table below provides the S&P/Experian Consumer Default Composite Indices for the five MSAs: Metropolitan August 2013 July 2013 August 2012 Statistical Area Index Level Index Level Index Level New York 1.21 1.52 1.49 Chicago 1.83 1.75 1.92 Dallas 1.13 0.97 1.07 Los Angeles 1.44 1.56 1.60 Miami 2.19 2.06 2.62 Source: S&P/Experian Consumer Credit Default Indices Data through August 2013 About S&P Dow Jones Indices S&P Dow Jones Indices LLC -- http://www.spdji.com-- is a part of McGraw Hill Financial. It is the world's largest, global resource for index-based concepts, data and research. Home to iconic financial market indicators, such as the S&P 500(R) and the Dow Jones Industrial Average(TM), S&P Dow Jones Indices LLC has over 115 years of experience constructing innovative and transparent solutions that fulfill the needs of investors. More assets are invested in products based upon our indices than any other provider in the world. With over 830,000 indices covering a wide range of asset classes across the globe, S&P Dow Jones Indices LLC defines the way investors measure and trade the markets. About Experian Experian -- http://www.experianplc.com-- is a global information services company, providing data and analytical tools to clients around the world. The Group helps businesses to manage credit risk, prevent fraud, target marketing offers and automate decision making. Experian also helps individuals to check their credit report and credit score, and protect against identity theft. Experian plc is listed on the London Stock Exchange (EXPN) and is a constituent of the FTSE 100 index. Total revenue for the year ended 31 March 2013 was US$4.7 billion. Experian employs approximately 17,000 people in 40 countries and has its corporate headquarters in Dublin, Ireland, with operational headquarters in Nottingham, UK; California, US; and Sao Paulo, Brazil. * Shifting Grocery Business to Benefit Secured Lenders, PE Firms ---------------------------------------------------------------- Dramatic shifts in the retail grocery business continue to create opportunities for asset-based lenders and private-equity investors alike. But as a Tiger Group expert noted in a Sept. 12 panel discussion with colleagues from Nixon Peabody LLP and Deloitte, these deals tend to hinge on a host of practical and legal challenges that are unique to the fast-changing retail grocery sector. "Traditional grocers are under the gun amid the economic downturn and the fierce competition posed by the likes of Walmart, Target, Amazon, Trader Joe's and Whole Foods," said Jason Rae, Director of Business Development for Tiger Group, which provides asset- valuation, advisory and disposition services to a broad range of retail, wholesale and industrial clients. "That makes this sector top-of-mind in the ABL and private-equity communities. It is important to carefully consider the potential impact of union- dominated workforces, perishable inventories, regulations, real estate values, the competitive landscape and many other factors. Maximizing returns in this space takes some finesse." Conducted at Nixon-Peabody's New York City office, the panel discussion--"Cleanup on Aisle 9: Distressed M&A and Reorganization Opportunities and Challenges in the Retail Grocery Sector"--sought to help clarify the aforementioned dynamics. Joining Mr. Rae were Craig Boucher, Director of Deloitte's Corporate Restructuring Group, and Nixon Peabody partners Richard C. Pedone and Lee Harrington. The panelists began with a discussion of the current state of the retail grocery landscape and an overview of recent reorganization and M&A activity. "Traditional groceries tend to be low-margin, high-volume businesses, and so even a small drop in revenue can push a company or store into the red," said Mr. Rae. "And today, trends such as unemployment and rising gas prices are driving cash-strapped shoppers away from traditional grocers and into the arms of mass-market discounters who are able to leverage their economies of scale to offer lower prices." This is all-important, Mr. Rae added, because market surveys consistently show that price is the top priority of today's more value-conscious consumer. With their deeper pockets, meanwhile, giants like Walmart and Costco are better able to woo shoppers in other ways as well. "They can afford to adopt innovative private- label branding and technology strategies, for example, that struggling chains lack the capital to emulate," Mr. Rae said. "When you look back at the growth in this segment since 2008, it has mostly been driven by the mass merchants. Traditional grocers' revenues have stayed flat or contracted." Meanwhile, M&A activity is running high. "According to one analysis by Bloomberg," Rae noted, "M&A activity in 2013 has already reached the highest level since 1999." So far this year, notable M&As include Bi-Lo's acquisition of three Delhaize Group nameplates; Spartan Stores, Inc.'s acquisition of Nash Finch Co.; and Kroger's acquisition of Harris Teeter Supermarkets, Inc. "Growth has been occurring primarily through acquisitions for some time," Mr. Rae said. "Over the past six years, for example, Tiger Group has been involved in the liquidation of more than 250 underperforming Albertson's stores." Tiger is a participant in the Cerberus Capital Mgt. LP-led group that invested in Supervalu, Inc. and acquired certain Supervalu brands for about $3.3 billion earlier this year. During the discussion, Mr. Rae's fellow panelists described multiple legal considerations that tend to affect restructuring, including specialized regulations and issues related to mechanics liens on store properties, reclamation and critical-vendor claims, and lease assumption/rejection decisions. Mr. Rae rounded out the discussion by exploring some of the variables than can affect efforts to bolster returns on the closure of grocery chains and stores. In the course of a sale, for example, liquidators typically continue to replenish fresh milk, bread, eggs and other products in order to improve the return on slower moving general merchandise. "These continuity products are an important driver of traffic throughout the sale," Mr. Rae explained. "They help keep your loyal customers coming in the door." In some cases, though, vendor relationships can complicate this process. "What happens when the store in question does 50 percent or more of its business with a single vendor and that relationship is fractured?" Mr. Rae said. "This presents a significant risk to the supply chain. In a downside scenario, it can lead to the degradation of your existing inventory mix and can dramatically hinder your ability to augment the existing inventory." When the liquidator is involved early in the process, the firm can explore alternative payment terms and vendor relationships with a view toward keeping the supply chain intact, he advised. Payroll considerations also tend to be more complex, he noted. "Oftentimes, you've got a highly unionized workforce, possibly with multiple unions," he said. "Obviously, a work stoppage would be disastrous to the return on the assets because you've got a very short sale, typically about four weeks." But with union rules, workforce decisions must be made carefully. "The lowest- tenured worker in a given store may not be the lowest tenured worker chainwide. Union rules may dictate that you cannot cut personnel store by store. This is a process that takes time to sort through." The same is true of the myriad state regulations that can apply regarding the discounting and sale of tobacco, beer and wine, lottery inventory and the like. Pharmacies, too, involve a subset of specific considerations. The pharmacy's list of prescription customers is a potentially valuable asset, but its value can degrade with time, Mr. Rae noted. "The timely auction and migration of customer information is key to ensure that the integrity and value of the pharmacy script list is upheld," Mr. Rae said. "If the neighborhood customers learn their grocery's pharmacy is going out of business, they might just preemptively go down the street to the CVS or Walgreens. This is going to quickly impact the value of that list." About Tiger Group Tiger Group -- http://www.TigerGroup.com-- provides asset valuation, advisory and disposition services to a broad range of retail, wholesale, and industrial clients. Tiger operates main offices in Boston, Los Angeles and New York. * Eight Lawyers Join Sidley Austin's Litigation Team as Partners ---------------------------------------------------------------- Sidley Austin LLP on Sept. 17 disclosed that eight lawyers will be joining the firm as partners in the Dallas office later this month. Six will be joining the firm's Complex Commercial Litigation practice, and two will become members of Sidley's Private Equity practice. The practices of the lawyers in this group are national in scope and focus on providing sophisticated services for leading corporations and private equity sponsors. The group is moving to Sidley from Weil, Gotshal & Manges and includes Yvette Ostolaza and Angela Fontana, both of whom co-chaired national practice groups at their prior firm. The additional new partners are Penny Reid, Vance Beagles, Angela Zambrano, Kelly Dybala, Yolanda Cornejo Garcia and Michelle Hartmann. Ms. Ostolaza served as co-head of Weil's Complex Commercial Litigation practice and was a member of the firm's Management Committee. In her 21 years of practice, she has been the lead litigation partner on numerous cases in both federal and state courts throughout the country, has led significant investigations and has represented both national and Texas-based clients in domestic and international arbitrations. She has been selected as one of Diversity & The Bar's 2013 "Rainmakers," and is recognized in Chambers USA - America's Leading Lawyers for Business in the field of Commercial Litigation in Texas. She also has been recognized as one of the "20 Most Powerful and Influential Women in Texas" by the Texas Diversity Counsel. Ms. Ostolaza will serve as a global coordinator of Sidley's Complex Commercial Litigation practice and also will assume the role of Dallas Office Managing Partner effective January 2014. She will succeed Sidley partner James Bradley, who is transitioning to Senior Counsel in January 2014. Ms. Fontana served as co-head of Weil's U.S. Banking and Finance practice. Her practice consists primarily of financing transactions and debt restructurings. She regularly represents private equity sponsors, borrowers and financial institutions, and her experience includes investment grade lending, commercial paper facilities, letter of credit facilities, cash flow-based lending, asset-based lending, mezzanine financing and workouts and restructurings. She is recognized in Chambers USA - America's Leading Lawyers for Business in the field of Banking and Finance, and was selected as a finalist for Chambers USA "Women in Law" Awards for 2013 and 2012. She also was named a Texas Super Lawyer in 2003 - 2012 and a "Best Lawyer" in Dallas for bank lending by D Magazine. Additionally, she has been recognized as one of the "20 Most Powerful and Influential Women in Texas" by the Texas Diversity Counsel. Ms. Fontana will serve as a global coordinator of Sidley's Private Equity practice and become a member of the firm's Global Finance practice. "This highly talented group provides an exciting opportunity to expand our litigation, finance and private equity capabilities nationally," said Larry Barden, vice-chair of Sidley's Management Committee. "This group has a long track record of achieving outstanding results on behalf of their clients and we look forward to having them as part of the Sidley team. Given that Yvette held a senior leadership role at her prior firm, she is a natural fit to succeed Jim in leading the Dallas office and to assume a leadership role in our national complex commercial litigation practice. We thank Jim for his service and welcome this top-notch group of lawyers to Sidley." "I am delighted to be joining Sidley, and to take on leadership roles within the litigation practice and the Dallas office," said Ms. Ostolaza. "The move to Sidley presents an excellent opportunity to expand my practice, and I am excited to collaborate with my new colleagues to provide the best possible service to our clients. In the role of office managing partner, I look forward to building on the solid foundation that Jim and the team of Sidley lawyers in Dallas have established." In addition to Ms. Ostolaza and Ms. Fontana, the following lawyers will join Sidley as partners: Penny P. Reid - Complex Commercial Litigation. Ms. Reid has more than 20 years of experience trying cases and coordinating complex civil litigation in federal and state courts throughout the country, including securities class actions, multi-jurisdictional disputes and bankruptcy litigation. She has an accounting background and has handled numerous accounting malpractice actions, internal investigations for boards of directors and purchase-price arbitrations. Ms. Reid has been involved in many high profile cases, including serving as trial counsel in a large securities class action trial and related individual securities actions. She has been recognized annually by Texas Super Lawyers since 1996 and by New York Super Lawyers since 2004 as a leading lawyer in business litigation. Recently, Ms. Reid was recognized by the Dallas Business Journal as one of the top trial lawyers. Vance L. Beagles - Complex Commercial Litigation. Mr. Beagles litigates matters for a wide range of public and private clients, with a focus on class actions, business torts, energy litigation, landlord/tenant disputes, post-closing private equity purchase price adjustments, state and federal securities litigation, and bankruptcy litigation. He has been involved in litigating commercial disputes on behalf of many Dallas-based clients, and has litigated in state and federal courts in California, Delaware, Hawaii, New York, Oklahoma, Texas and Wisconsin. In 2012, the Dallas Business Journal and the Association of Corporate Counsel named him one of the "Defenders - the top 15 business defense lawyers in the Dallas-Fort Worth metroplex." Additionally, he has been recognized in the Benchmark Litigation Guide as a "Texas Local Star" for the last four consecutive years. Mr. Beagles is recognized as a Texas "Super Lawyer" in business litigation by Texas Super Lawyers. Angela C. Zambrano - Complex Commercial Litigation. She has more than 15 years of experience representing companies and boards of directors in a variety of business litigation and internal investigations, including class actions and multi-jurisdictional disputes. Ms. Zambrano regularly litigates cases involving allegations of fraud and tortious conduct for companies in a wide variety of industries. She has earned a reputation for providing litigation advice that clients can use to make critical business decisions. In 2006, she was named among D Magazine's "Top Lawyers under 40" and has been recognized annually by Texas Super Lawyers as a leading lawyer in the area of business litigation. Kelly M. Dybala - Private Equity, Global Finance. Ms. Dybala regularly represents borrowers and financial institutions, concentrating her practice on acquisition financing, asset-based lending, mezzanine financing and subordinated debt financing. She also has experience in workouts and debtor-in-possession financing on behalf of both borrowers and financial institutions. Ms. Dybala was selected as one of M&A Advisor's "40 under 40" and one of the 45 best women lawyers under the age of 45 by The American Lawyer. She also was named a leading lawyer in Banking and Finance in Chambers USA 2012-2013. In addition, she was named a "Texas Rising Star" by Texas Super Lawyers consecutively since 2008, a "Best Lawyer" in Dallas by D Magazine and named a "Recommended" lawyer for Private Equity Buyouts by The Legal 500 USA. Yolanda Cornejo Garcia - Complex Commercial Litigation. Her practice includes representing companies, boards of directors and special committees in business litigation, including class actions, multi-jurisdictional disputes and internal investigations. She also has experience in securities litigation, including shareholder derivative actions, and frequently advises clients on matters under the Texas Derivative Statute, including cash-out mergers. She has litigated cases in state and federal courts across the country, including in Texas, Delaware, California, Oklahoma, Nevada, Minnesota and New York. Ms. Garcia has represented clients in cases involving state and federal antitrust law, fraud, breach of fiduciary duty and breach of contract; she frequently represents Latin-American clients. She was previously named one of the "40 under 40" by the Dallas Business Journal and has been featured in articles by the Texas Lawyer and numerous other publications. Since 2005, Ms. Garcia has been recognized by Super Lawyers Rising Star edition as a "Texas Rising Star." She also has been recognized by Texas Super Lawyers as a leading lawyer in the area of business litigation and featured in articles by the Texas Lawyer and Texas Super Lawyers. Michelle Hartmann - Complex Commercial Litigation. Ms. Hartmann's practice covers all aspects of complex commercial litigation in state and federal courts throughout the country, with a particular emphasis on class actions and multi-district litigation, restrictive covenant and trade secrets litigation and conducting internal investigations. She was named one of the "40 under 40" by the Dallas Business Journal, and selected by her peers for membership in both of Dallas' American Inns of Court. She currently serves as the president of the oldest women's bar association in the State of Texas. Ms. Hartmann has been named a "Texas Rising Star" for Litigation/Regulatory by Texas Super Lawyers since 2008. Additionally, she is recognized as a "Leading" Lawyer for Litigation: Trade Secrets in the U.S. in The Legal 500. "Lawyers in this group have built highly ranked practices in complex litigation, arbitrations, internal investigations and private equity finance, and will add considerable strength to our litigation experience and expertise and to our existing ability to advise clients on acquisition-related financings and debt restructurings," said Carter Phillips, chair of Sidley's Executive Committee. "This expansion is a continuation of our growth strategy and follows our recent acquisition of an SEC enforcement and regulatory group, a team of international arbitration lawyers, and the addition of several other high-profile partners across our global platform, particularly in Europe and Asia. We are delighted to add these accomplished lawyers to Sidley and look forward to their many contributions." Sidley's Dallas office opened in 1996 with a focus on intellectual property litigation and is now home to more than 30 lawyers. In 2012, Sidley opened an office in Houston to focus on energy- related transactions and complex commercial litigation. The Houston office today has grown to 32 lawyers. With approximately 1,700 lawyers in 19 offices worldwide, Sidley has built a reputation as a premier legal adviser for global businesses and financial institutions. For the third consecutive year, Sidley received the most first-tier national rankings of any U.S. law firm in the 2013 U.S. News - Best Lawyers "Best Law Firms" survey, including for both International Arbitration - Commercial and International Arbitration - Governmental. On Law360's list of Global 20 Firms, Sidley was ranked among the top law firms with the greatest global reach and expertise. * Roe Taroff's Steven Taitz Named to 2013 Super Lawyers List ------------------------------------------------------------ Steven Taitz, a founding partner at the Long Island Law Firm of Roe Taroff Taitz and Portman, LLP, has been selected to the 2013 New York Metro Super Lawyers List. Each year, no more than five percent of the lawyers in the state are selected by the research team at Super Lawyers to receive this honor. Mr. Taitz is a founding partner of Roe Taroff Taitz and Portman where he concentrates his practice in state and federal litigation, particularly in the areas of business and commercial litigation, creditors' rights, and bankruptcy matters. He has worked extensively with and lectured for the Suffolk County Academy of Law where he remains active. He is also a member of the Suffolk County Bar Association and Commercial Law League of America. Mr. Taitz served as an Assistant State Attorney in the Narcotics Unit and a Felony Division Chief under then State Attorney Janet Reno in Dade County, Florida. He is active in the community serving on the Board of Directors of the Brookhaven Memorial Hospital Center, the Board of Directors of Land & Sea Sports Club, Inc., which focuses on physical activity for children with autism, the Board of Directors of the Student Education Enrichment and Development Foundation, the advisory board of the Brookhaven Youth Court, the Rotary Club of Patchogue and as a past trustee of the Bayport-Blue Point Public Library and the Suffolk County Bar Association. Mr. Taitz holds a bachelors degree from John Hopkins University and a J.D. from the University of Miami, School of Law. About Super Lawyers Super Lawyers, a Thomson Reuters business, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. The annual selections are made using a patented multiphase process that includes a statewide survey of lawyers, an independent research evaluation of candidates and peer reviews by practice area. The result is a credible, comprehensive and diverse listing of exceptional attorneys. The Super Lawyers -- http://www.SuperLawyers.com-- lists are published nationwide in Super Lawyers Magazines and in leading city and regional magazines and newspapers across the country. Super Lawyers Magazines also feature editorial profiles of attorneys who embody excellence in the practice of law. About Roe Taroff Taitz & Portman Roe Taroff Taitz & Portman, LLP -- http://www.RTTPLaw.com-- provides a wide variety of legal services to Long Island. The firm's attorneys have served the residents of Suffolk County for more than two decades. Comprised of attorneys, legal assistants and administrative staff, the firm provides support at various levels of legal expertise. Its resources are available to both businesses and individuals looking for experienced legal representation. The firm's primary areas of concentration include civil litigation, creditor's rights law, trust and estates issues, estate planning, admiralty claims, business counseling and real estate matters. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Mark Uhalley Bankr. C.D. Calif. Case No. 13-32434 Chapter 11 Petition filed September 9, 2013 In re Kevin Mullen Bankr. C.D. Calif. Case No. 13-32486 Chapter 11 Petition filed September 9, 2013 In re Keith O'Neill Bankr. M.D. Fla. Case No. 13-11965 Chapter 11 Petition filed September 9, 2013 In re 5980 F LLC Bankr. N.D. Ill. Case No. 13-35734 Chapter 11 Petition filed September 9, 2013 See http://bankrupt.com/misc/ilnb13-35734.pdf represented by: Erica Crohn Minchella, Esq. ERICA CROHN MINCHELLA, LTD. E-mail: erica.minchella@gmail.com In re Wayne Carter Bankr. D. Md. Case No. 13-25253 Chapter 11 Petition filed September 9, 2013 In re Olivaldo Silva Bankr. D. Mass. Case No. 13-42283 Chapter 11 Petition filed September 9, 2013 In re Figz Realty LLC. Bankr. S.D.N.Y. Case No. 13-23496 Chapter 11 Petition filed September 9, 2013 See http://bankrupt.com/misc/nysb13-23496.pdf represented by: Anne J. Penachio, Esq. PENACHIO MALARA, LLP E-mail: apenachio@pmlawllp.com In re George Hall Bankr. E.D.N.C. Case No. 13-05679 Chapter 11 Petition filed September 9, 2013 In re KVF Distribution, Inc. fka KVF Enterprises, Inc. Bankr. E.D.N.C. Case No. 13-05688 Chapter 11 Petition filed September 9, 2013 See http://bankrupt.com/misc/nceb13-05688.pdf represented by: Richard D. Sparkman, Esq. RICHARD D. SPARKMAN & ASSOC., P.A. E-mail: rds@sparkmanlaw.com In re Design Surfaces, Inc. fdba Fiorini Enterprises, Inc. Design Surfaces Design Surfaces of SC, LLC Countertop Solutions, Inc. (SC Corp) aka Southern Granite & Marble, Inc. fdba Design Surfaces of NC, LLC Bankr. E.D.N.C. Case No. 13-05690 Chapter 11 Petition filed September 9, 2013 See http://bankrupt.com/misc/nceb13-05690.pdf represented by: Richard D. Sparkman, Esq. RICHARD D. SPARKMAN & ASSOC., P.A. E-mail: rds@sparkmanlaw.com In re Rybicki Property Enterprises, LLC Bankr. E.D. Pa. Case No. 13-17841 Chapter 11 Petition filed September 9, 2013 See http://bankrupt.com/misc/paeb13-17841.pdf represented by: Gary E. Thompson, Esq. E-mail: get24esq@aol.com In re F.R.O.G. Enterprises, L.L.P Bankr. S.D. Tex. Case No. 13-20435 Chapter 11 Petition filed September 9, 2013 See http://bankrupt.com/misc/txsb13-20435.pdf represented by: William Arthur Whittle, Esq. THE WHITTLE LAW FIRM, PLLC E-mail: ecf@whittlelawfirm.com In re Christopher R. Howlett Bankr. W.D. Wash. Case No. 13-18110 Chapter 11 Petition filed September 9, 2013 See http://bankrupt.com/misc/wawb13-18110.pdf represented by: Jeffrey L. Smoot, Esq. HIGHPOINT LAW GROUP, PLLC E-mail: highpointlawgroup@gmail.com In re Gary Powers Bankr. C.D. Calif. Case No. 13-25207 Chapter 11 Petition filed September 10, 2013 In re Claudette Robinson-Thorpe Bankr. D. Conn. Case No. 13-31729 Chapter 11 Petition filed September 10, 2013 In re Carson Roofing, Inc. Bankr. D. Md. Case No. 13-25339 Chapter 11 Petition filed September 10, 2013 See http://bankrupt.com/misc/mdb13-25339.pdf represented by: Edward N. Button, Esq. E-mail: ed.buttonpc@myactv.net In re J.T. Carson & Associates, Inc. Bankr. D. Md. Case No. 13-25343 Chapter 11 Petition filed September 10, 2013 See http://bankrupt.com/misc/mdb13-25343p.pdf See http://bankrupt.com/misc/mdb13-25343c.pdf represented by: Edward N. Button, Esq. E-mail: ed.buttonpc@myactv.net In re Saul Perlera Bankr. D. Mass. Case No. 13-15384 Chapter 11 Petition filed September 10, 2013 In re Emerald Bay Associates, Inc. dba Emerald Bay Denistry Bankr. D. Nev. Case No. 13-51790 Chapter 11 Petition filed September 10, 2013 See http://bankrupt.com/misc/nvb13-51790.pdf represented by: Kevin A. Darby, Esq. Darby Law Practice, Ltd. E-mail: kevin@darbylawpractice.com In re Patrick George Bankr. E.D. N.Y. Case No. 13-45515 Chapter 11 Petition filed September 10, 2013 In re Nelson Gonzalez Bankr. S.D. N.Y. Case No. 13-37023 Chapter 11 Petition filed September 10, 2013 In re Rafael Reyes Rodriguez Bankr. D. P.R. Case No. 13-7467 Chapter 11 Petition filed September 10, 2013 In re Khawaja Partners, Ltd. Bankr. S.D. Tex. Case No. 13-35654 Chapter 11 Petition filed September 10, 2013 See http://bankrupt.com/misc/txsb13-35654.pdf represented by: Thomas W Graves, Esq. Adair & Myers PLLC E-mail: twg@am-law.com In re Lance King Bankr. D. Utah Case No. 13-30409 Chapter 11 Petition filed September 10, 2013 In re John Sandlin Bankr. E.D. Wash. Case No. 13-3598 Chapter 11 Petition filed September 10, 2013 In re The Riverview Country Club, Inc. Bankr. S.D. W.Va. Case No. 13-20467 Chapter 11 Petition filed September 10, 2013 See http://bankrupt.com/misc/wvsb13-20467.pdf represented by: Mitchell Lee Klein, Esq. Klein Law Office E-mail: swhittington@kleinandsheridan.com In re Adebowale Adeleye Bankr. N.D. Ala. Case No. 13-82807 Chapter 11 Petition filed September 11, 2013 In re The BSm Entertainment B-Corp. aka Bernard Mitchell The BSM Living Trust Bankr. N.D. Calif. Case No. 13-45129 Chapter 11 Petition filed September 11, 2013 See http://bankrupt.com/misc/canb13-45129.pdf represented by: S. R. Mitchell, Esq. LAW OFFICES OF S.R. MITCHELL In re Del's Lawn Care, Inc. Bankr. M.D. Fla. Case No. 13-12072 Chapter 11 Petition filed September 11, 2013 See http://bankrupt.com/misc/flmb13-12072p.pdf See http://bankrupt.com/misc/flmb13-12072c.pdf represented by: Christian B. Felden, Esq. FELDEN AND FELDEN, P.A. E-mail: cbfelden@feldenandfelden.com In re Dell Schneider Bankr. N.D. Fla. Case No. 13-40566 Chapter 11 Petition filed September 11, 2013 In re David Sauls Bankr. W.D. La. Case No. 13-51069 Chapter 11 Petition filed September 11, 2013 In re Ralph Leo Bankr. D. Maine Case No. 13-20942 Chapter 11 Petition filed September 11, 2013 In re Fitzgerald Walton Bankr. D. Md. Case No. 13-25464 Chapter 11 Petition filed September 11, 2013 In re Annie Walton Bankr. D. Md. Case No. 13-25464 Chapter 11 Petition filed September 11, 2013 In re Michael Marcum Bankr. E.D. Mich. Case No. 13-57043 Chapter 11 Petition filed September 11, 2013 In re Quality Housing, LLC Bankr. E.D. Mich. Case No. 13-57060 Chapter 11 Petition filed September 11, 2013 See http://bankrupt.com/misc/mieb13-57060.pdf represented by: Kimberly Ross Clayson, Esq. Schneider Miller, P.C. E-mail: kclayson@schneidermiller.com In re West Windsor Real Estate, LLC Bankr. D. N.J. Case No. 13-29937 Chapter 11 Petition filed September 11, 2013 See http://bankrupt.com/misc/njb13-29937.pdf Filed as Pro Se In re Oliver Enterprise, LLC dba Progressive Home Care Bankr. E.D.N.C. Case No. 13-05742 Chapter 11 Petition filed September 11, 2013 See http://bankrupt.com/misc/nceb13-05742.pdf represented by: Travis Sasser, Esq. SASSER LAW FIRM E-mail: tsasser@carybankruptcy.com In re JAPS, LLC dba Pheasant Hill Bankr. W.D.N.C. Case No. 13-10588 Chapter 11 Petition filed September 11, 2013 See http://bankrupt.com/misc/ncwb13-10588p.pdf See http://bankrupt.com/misc/ncwb13-10588c.pdf represented by: Benson T. Pitts, Esq. PITTS, HAY & HUGENSCHMIDT, P.A. E-mail: ben@phhlawfirm.com In re Dennis Zelazowski Bankr. W.D. Pa. Case No. 13-23883 Chapter 11 Petition filed September 11, 2013 In re Sigfredo Orama Torres Bankr. D. P.R. Case No. 13-07474 Chapter 11 Petition filed September 11, 2013 In re Sigfredo Orama Torres Bankr. D. P.R. Case No. 13-07474 Chapter 11 Petition filed September 11, 2013 In re Delmarie Rivera Fernandez Bankr. D. P.R. Case No. 13-07483 Chapter 11 Petition filed September 11, 2013 In re Charter Transport Corp. Bankr. M.D. Tenn. Case No. 13-07970 Chapter 11 Petition filed September 11, 2013 See http://bankrupt.com/misc/tnmb13-07970.pdf represented by: Ben Hill Thomas, Esq. BHT LAW, PLLC E-mail: ben@benhthomaslaw.com In re Craig Ivey Bankr. N.D. Tex. Case No. 13-34692 Chapter 11 Petition filed September 11, 2013 In re Dan Smith Bankr. C.D. Calif. Case No. 13-12315 Chapter 11 Petition filed September 12, 2013 In re John Manning Bankr. C.D. Calif. Case No. 13-32816 Chapter 11 Petition filed September 12, 2013 In re Victor Vasquez Bankr. C.D. Calif. Case No. 13-32747 Chapter 11 Petition filed September 12, 2013 In re Fortunato Condori Bankr. D. Conn. Case No. 13-51436 Chapter 11 Petition filed September 12, 2013 In re Sara Condori Bankr. D. Conn. Case No. 13-51436 Chapter 11 Petition filed September 12, 2013 In re Donald Gunn Bankr. M.D. Fla. Case No. 13-12125 Chapter 11 Petition filed September 12, 2013 In re Alda Moniz Bankr. D. Mass. Case No. 13-15414 Chapter 11 Petition filed September 12, 2013 In re Glenn Gamer Bankr. D. Nev. Case No. 13-17863 Chapter 11 Petition filed September 12, 2013 In re Clothing USA Inc. Bankr. D. N.J. Case No. 13-30005 Chapter 11 Petition filed September 12, 2013 See http://bankrupt.com/misc/njb13-30005.pdf represented by: Vera Fedoroff, Esq. Atkinson & DeBartolo E-mail: vfedoroff@atkinsondebartolo.org In re Hartford & York LLC Bankr. E.D. N.Y. Case No. 13-45563 Chapter 11 Petition filed September 12, 2013 See http://bankrupt.com/misc/nyeb13-45563.pdf Filed pro se In re Kathy & Tania Inc. Bankr. E.D. N.Y. Case No. 13-45545 Chapter 11 Petition filed September 12, 2013 See http://bankrupt.com/misc/nyeb13-45545.pdf Filed pro se In re Roanoke Timberlands, LLC Bankr. E.D. N.C. Case No. 13-05774 Chapter 11 Petition filed September 12, 2013 See http://bankrupt.com/misc/nceb13-5774.pdf represented by: J.M. Cook, Esq. E-mail: J.M.Cook@jmcookesq.com In re Dawn Shrum Bankr. M.D. Tenn. Case No. 13-8000 Chapter 11 Petition filed September 12, 2013 In re 2811 Bammel LLC dba Phil & Derek's Restaurant & Wine Bar Bankr. S.D. Tex. Case No. 13-35693 Chapter 11 Petition filed September 12, 2013 See http://bankrupt.com/misc/txsb13-35693.pdf represented by: Timothy Webb, Esq. Webb Associates E-mail: timwebblaw@aol.com In re Cherupushpam LLC Bankr. W.D. Wash. Case No. 13-18185 Chapter 11 Petition filed September 12, 2013 See http://bankrupt.com/misc/wawb13-18185.pdf Filed pro se In re Sarah Spivey Bankr. S.D. Ala. Case No. 13-03223 Chapter 11 Petition filed September 13, 2013 In re Anthony's Excavating, Inc. Bankr. D. Ariz. Case No. 13-15955 Chapter 11 Petition filed September 13, 2013 See http://bankrupt.com/misc/azb13-15955.pdf represented by: Eric Ollason, Esq. E-mail: eollason@182court.com In re Larry Kush Bankr. D. Ariz. Case No. 13-15987 Chapter 11 Petition filed September 13, 2013 In re Thomas Dorn Bankr. M.D. Fla. Case No. 13-05555 Chapter 11 Petition filed September 13, 2013 In re Tapas Fusion, LLC Bankr. S.D. Fla. Case No. 13-31914 Chapter 11 Petition filed September 13, 2013 See http://bankrupt.com/misc/flsb13-31914.pdf represented by: Sherri B. Simpson, Esq. LAW OFFICES OF SHERRI B. SIMPSON, P.A. E-mail: sbsecf@gmail.com In re Mandra Holdings LLC Bankr. N.D. Ill. Case No. 13-36297 Chapter 11 Petition filed September 13, 2013 See http://bankrupt.com/misc/ilnb13-36297.pdf represented by: William P. Drew, III, Esq. E-mail: billdrew@sbcglobal.net In re Albert Nelson Bankr. S.D. Ind. Case No. 13-92104 Chapter 11 Petition filed September 13, 2013 In re Jean Nelson Bankr. S.D. Ind. Case No. 13-92105 Chapter 11 Petition filed September 13, 2013 In re Kerr Forest Timber Products, LLC Bankr. W.D. Ky. Case No. 13-11114 Chapter 11 Petition filed September 13, 2013 See http://bankrupt.com/misc/kywb13-11114.pdf represented by: Russ Wilkey, Esq. WILKEY & WILSON, P.S.C. E-mail: dcwilkey@wilkeylaw.com In re A Richards Built Home, Inc. Bankr. D. Nev. Case No. 13-51812 Chapter 11 Petition filed September 13, 2013 See http://bankrupt.com/misc/nvb13-51812.pdf represented by: Kevin A. Darby, Esq. DARBY LAW PRACTICE, LTD. E-mail: kevin@darbylawpractice.com In re Venture II Invest, Inc. Bankr. W.D.N.C. Case No. 13-40493 Chapter 11 Petition filed September 13, 2013 See http://bankrupt.com/misc/ncwb13-40493.pdf represented by: William S. Gardner, Esq. GARDNER LAW OFFICES, PLLC E-mail: Billgardner@gardnerlawoffices.com In re LLLJ LTD Bankr. N.D. Ohio Case No. 13-16487 Chapter 11 Petition filed September 13, 2013 See http://bankrupt.com/misc/ohnb13-16487.pdf represented by: Robert J. Fedor, Jr., Esq. ROBERT J. FEDOR, ESQ., LLC E-mail: rjfedor@fedortax.com In re Chapple Companies, Inc. dba Blooming Scholars Bankr. W.D. Tenn. Case No. 13-29815 Chapter 11 Petition filed September 13, 2013 See http://bankrupt.com/misc/tnwb13-29815.pdf represented by: Carlee Marie McCullough, Esq. MCCULLOUGH LAW, PLLC E-mail: jstce4all@aol.com In re Mervin Waage Bankr. E.D. Tex. Case No. 13-42246 Chapter 11 Petition filed September 13, 2013 In re Mark Rindlesbach Bankr. D. Utah Case No. 13-30552 Chapter 11 Petition filed September 13, 2013 In re Ernest L. Knight DDS and Brenda C. Knight Bankr. E.D. Va. Case No. 13-73417 Chapter 11 Petition filed September 13, 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 ***