/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/131113.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 13, 2013, Vol. 17, No. 315 Headlines 250 AZ: Files First Amended Disclosure Statement 364 N.B.E.: Voluntary Chapter 11 Case Summary 37 FAIRINN: Assets to Be Sold at Trustee's Sale on Nov. 25 ADVANTAGE RENT A CAR: Seeks Final Approval of $36-Mil. Credit Line AEMETIS INC: Incurs $8.3 Million Net Loss in Third Quarter AFFINION GROUP: S&P Lowers CCR to 'CC' on Exchange Offer AFFYMAX INC: Incurs $1.7 Million Net Loss in Third Quarter ALLY FINANCIAL: Files Form 10-Q, Posts $91MM Net Income in Q3 AMERICAN AIRLINES: Reaches Settlement on Merger Lawsuit AMERICAN AIRLINES: TWU Lauds DOJ Settlement on US Airways Merger AMERICAN AIRLINES: Sees Key Passenger Metric Rise 6.6% in October AMERICAN AXLE: Proposes to Offer $200 Million Notes Due 2019 AMERICAN CASINO: S&P Hikes CCR to 'B+' Following Refinancing AMERICAN HERITAGE: S&P Affirms BB- Education Revenue Bonds Rating APPVION INC: Posts $6.5 Million Net Income in Third Quarter APPVION INC: Proposes to Amend $435 Million Credit Agreement ARCAPITA BANK: Prominent Saudi Family Sues Over Stock Sale BELL 660: Assets to Be Auctioned Off Dec. 19 BERKELEY, MO: S&P Lowers Certs of Participation Rating to 'BB+' BIG SANDY: Has Jan. 7 Hearing to Confirm Liquidating Ch. 11 Plan BIOEXX SPECIALTY: CCAA Stay Extended to Dec. 2 BIOEXX SPECIALTY: Romspen May Foreclose on Saskatoon Facility BIOFUEL ENERGY: Thomas Edelman Held 4.9% Stake at Nov. 5 CAPMARK FINANCIAL: Earns $8.8 Mil. in Nine Months Ended Sept. 30 CARL'S PATIO: Oct. 29, 2013 Effective Date for Committee Plan CBS I: Files Fourth Amended Disclosure Statement CEDAR FAIR LP: S&P Raises CCR to 'BB'; Outlook Stable CHOICE BUILDING: Case Summary & 20 Largest Unsecured Creditors CONSOLIDATED CAPITAL: Highcrest Townhomes Sold for $20.2 Million CROSSTEX ENERGY: Moody's Corrects Text on Oct. 21 Release DETROIT, MI: Ambac Files Suit Over General Obligation Bonds DETROIT, MI: Bond Insurers Sue for 'Unlawfully Diverting' Taxes DOABA MOTEL: Trustee's Sale of Assets Set for Dec. 23 DOLE FOOD: S&P Lowers CCR to 'B-' Over Management Buyout DUMA ENERGY: Sells 1.8 Million Shares to Settle $3.6 Million Debt DUNE ENERGY: Incurs $30.4 Million Net Loss in Third Quarter EDISON MISSION: Reports $448-Mil. Net Loss in Third Quarter ELEPHANT TALK: Files Copy of Investor Presentation with SEC ENGLOBAL CORP: Expands Contract with Department of Defense EXIDE TECHNOLOGIES: Report $39.9-Mil. Net Loss in Sept. 30 Quarter FIBERTOWER CORP: Plan Disclosures Revised for FCC Approval FREESEAS INC: Issues Add'l 6.3-Mil. Settlement Shares to Crede FRIENDFINDER NETWORKS: Can Employ BMC as Administrative Advisor FRIENDFINDER NETWORKS: Can Employ Akerman as Conflicts Counsel FRIENDFINDER NETWORKS: Can Employ Greenberg Traurig as Counsel FURNITURE BRANDS: Delays Filing of Form 10-Q for Sept. 28 Quarter FURNITURE BRANDS: Royce No Longer Owns Shares as of Aug. 31 GLOBAL AVIATION: Files Voluntary Chapter 11 Bankruptcy Petition GLOBAL AVIATION: Case Summary & 20 Largest Unsecured Creditors GOOD SAM: Has Cash Tender Offer for 11.50% Sr. Secured Notes GROEB FARMS: March 31 Set as Governmental Unit's Bar Date HAWAII OUTDOOR: Creditors Committee Has Opposition to Sale HAWAII OUTDOOR: Sole Shareholder KDC Has Full-Payment Plan HAZEL INVESTMENTS: Voluntary Chapter 11 Case Summary HD SUPPLY: Reports $720 Million Net Sales in August HIGH MAINTENANCE: Nov. 14 Hearing on Exclusivity Extension HORIZON LINES: Posts $4.1 Million Net Income in 3rd Quarter HOSPITALITY STAFFING: Has Court Clearance to Auction Assets Dec. 6 INFINIA CORP: Creditors' Panel Hires Parsons Behle as Counsel INFINIA CORP: Has Final OK to Obtain $5.4-Mil. in DIP Financing INFINITY ENERGY: Reports $15K Net Income for Q3 Ended Sept. 30 INFINITY ENERGY: Incurs $639,000 Net Loss in Third Quarter INSPIREMD INC: Files Copy of Slide Presentation with SEC INFUSYSTEM HOLDINGS: To Issue Third Quarter Results on Nov. 12 INT'L FOREIGN EXCHANGE: Hires CDG Group to Provide CFO INT'L FOREIGN EXCHANGE: Files List of Top Unsecured Creditors ISC8 INC: Has New Streamlined Capital Structure JOURNAL REGISTER: Schneller Asks Court to Reconsider Plan Order K-V PHARMACEUTICAL: Appoints Janet Vergis to Board of Directors KEMET CORP: Files Form 10-Q, Incurs $13.1MM Net Loss in Q2 LEHMAN BROTHERS: Cowen's Funds Expect to Recover LBIE Claims LEVEL 3: Files Form 10-Q, Incurs $21 Million Net Loss in Q3 LIBERACE FOUNDATION: Plan Outline Hearing Continued Until Nov. 13 LIFE CARE: Plan Deadline Moved to Feb. 14; In Talks With Creditors LONE PINE: Proofs of Claim Due Today LONGVIEW POWER: Asks OK for $150MM Secured Priming DIP Financing MAXCOM TELECOMUNICACIONES: Raises US$119.7-Mil. in Capital MAXIM CRANE: S&P Rates New $325 Million 2nd Lien Term Loan 'B' METRO AFFILIATES: Employs Akin Gump as Bankruptcy Counsel MI PUEBLO: Needs More Time to Decide on Headquarters Lease MILLER AUTO: Huron Helps Secure New $18MM Revolving Credit Line MONARCH COMMUNITY: Incurs $754,000 Net Loss in Third Quarter MONTANA ELECTRIC: Fergus Coop Wants Chapter 11 Trustee Removed MOONLIGHT BASIN: Regulatory Approval of Asset Sale Sought MOORE FREIGHT: Has Until Jan. 21 to Solicit Plan Votes NASSAU TOWER: FNA and Pro Cap Object to Plan of Reorganization NATURAL MOLECULAR: U.S. Trustee Appoints 5-Member Committee NATURAL MOLECULAR: Schedules Filing Deadline Extended to Nov. 20 NEWPAGE HOLDINGS: Reports $21-Mil. Net Income in Third Qtr. NEXT 1 INTERACTIVE: Appointment of President and COO Ratified NNN 3500: Counsel Hires Appraisal Unlimited as Expert NNN 3500: Taps Mubeen Aliniazee as CRO NNN 3500: CWCapital Wants Chapter 11 Cases Dismissed NNN 3500: CWCapital Wants Stay Lifted to Enforce Rights NNN 3500: CWCapital Objects to FAST-TRAK's Lift Stay Motion NORTH MOUNTAIN COMMERCIAL: Trustee's Sale Set for Dec. 6 NORTHERN BEEF: Sale Hearing Scheduled for Nov. 14 ORMET CORP: Can Continue Operations Through Month's End OVERLAND STORAGE: Has Investor Call on Tandberg Transaction PANACHE BEVERAGE: Reincorporates as a Delaware Corporation PATRIOT COAL: Court Schedules Dec. 17 Plan Confirmation Hearing PATRIOT COAL: Incurs $124.9-Mil. Net Loss in Third Quarter PATRIOT COAL: Inks Settlement Agreements With Peabody and Arch PATRIOT COAL: Expects to Emerge from Bankruptcy in December PEM THISTLE: Assets to Be Auctioned Off Dec. 20 PHYSIOTHERAPY ASSOCIATES: Files for Chapter 11 Bankruptcy PHYSIOTHERAPY ASSOCIATES: Files Chapter 11 Bankruptcy Petition POINSETTIA DRIVE: Assets to Be Sold at Nov. 13 Auction PRIMCOGENT SOLUTIONS: Erchonia Wants Ch. 7, Not Dismissal PROGRESSIVE WASTE: Moody's Ba1 CFR Unaffected by Debt Repricing PULSE ELECTRONICS: Incurs $7.6 Million Net Loss in 3rd Quarter QBEX ELECTRONICS: Files 5th Motion to Extend Plan Exclusivity QUICKSILVER RESOURCES: Posts $10.6 Million Net Income in Q3 RADIAN GROUP: Posts Net Loss of $12.7-Mil. in Third Quarter REAL ESTATE HOLDINGS: 6 Units at Airpark Partners Condo for Sale RENAISSANCE ORANGE: Voluntary Chapter 11 Case Summary REVSTONE INDUSTRIES: Court Appoints Stuart Maue as Fee Examiner RUBY TUESDAY: Moody's Lowers Rating on $250MM Notes to 'Caa1' S&P PHOENIX: Public Auction of Assets Set for Dec. 23 SEACOR HOLDINGS: S&P Rates $200MM Convertible Notes 'BB-' SECUREALERT INC: Sapinda Asia Held 39.8% Stake at Sept. 30 SEVEN COUNTIES: Deming Malone to Prepare Report on Benefit Plans SHELBOURNE NORTH WATER: Developer Agrees to Put Project to Ch. 11 SLC HOSPITALITY: Voluntary Chapter 11 Case Summary SOJOURNER INVESTMENT: Has Until Nov. 30 to File Schedules SPECTRASCIENCE INC: Inks Subscription Agreements with 2 Investors STELLAR BIOTECHNOLOGIES: Grants 495,000 Stock Options to D&Os STEREOTAXIS INC: Ex-Rights Date for Rights Offering on Nov. 4 SUNTECH POWER: Gives Update Regarding Restructuring Process TGGT HOLDINGS: S&P Raises Issue-Level Rating to 'B+' THERAPEUTICSMD INC: Incurs $7.7-Mil. Net Loss in Third Quarter TMT GROUP: Bankruptcy Judge Orders Mediation TRAINOR GLASS: Wants Cash Collateral End Date Extended to Jan. 15 TRAINOR GLASS: Chapter 11 Plan Defective, Says WARN Class Claimant TRAINOR GLASS: Bond Safeguard Balks at Plan's Improper Releases U.S. CONCRETE: Moody's Assigns B3 CFR & Rates $200MM Notes Caa1 U.S. CONCRETE: S&P Assigns 'B' CCR & Rates $200MM Notes 'B' UNIFIED 2020: Amends Plan; Has $23.5MM Stalking Horse Offer UNIFIED 2020: Gets Sixth Interim Order to Use Cash Collateral UNIFIED 2020: Nov. 14 Initial Hearing on Bank's Stay Relief Bid UNIVERSAL HEALTH: Settlement Agreement With BankUnited Approved USEC INC: Incurs $44.3 Million Net Loss in Third Quarter VALENCE TECHNOLOGY: VP Sales R. Adleman Resigns Effective Nov. 30 WESTERN FUNDING: Judge to Hold Hearing on Case Dismissal Nov. 13 WOOTON GROUP: Simon Replies to Opposition to Hayes Motion WORLD IMPORTS: Committee Can Retain Fox Rothschild as Counsel WORLD IMPORTS: Can Access Banks' Cash Collateral Until Nov. 15 WPCS INTERNATIONAL: Amends December 2012 Convertible Notes YSC INC: Court Okays Hiring of Danielle Kim as Accountant * Hedge Funds Are Muscling Into Munis * Moody's: Homebuilding Sector Outlook Positive Despite Slowdown * Business Owners See Signs of Economic Recovery in Chicago * Tiger Group Appoints Michael McGrail as Chief Operating Officer * Upcoming Meetings, Conferences and Seminars ********* 250 AZ: Files First Amended Disclosure Statement ------------------------------------------------ 250 AZ, LLC, filed a First Amended Disclosure Statement for its First Amended Plan of Reorganization dated Nov. 4, 2013. The First Amended Disclosure Statement updates information on the Debtor's case including data on Chiquita Center and the litigation Columbia Development Corporation vs. City of Cincinnati, et al., Case No. A1201721. The First Amended Disclosure Statement also modifies language on the summary of the Plan. According to the Disclosure Statement, the development parcels held by the Debtor are at the juncture of becoming marketable and sustainable once the conditional zoning issues are resolved. It will be necessary for the Debtor to provide, and it intends to provide, a subsidy to the Claim of the first mortgage holder during the first 18 months of the Plan as it develops the ground leasing program or build to suit program that will be attractive for these parcels. The Debtor also during the time period necessary to complete the development of the Quick Trip store and negotiate new leases or buildings on the other parcels subsequent to obtain permanent zooming on the property on the corner of La Cholla and Magee in Tucson. The Plan is paying the allowed secured claim of the first mortgage holder on each rental property and on the development parcels. Under the Plan, in addition to the payments of the allowed secured claims, the Debtor will pay to the Class 15 unsecured creditors who file timely proofs of claim a Pro Rata share of the funds paid to that class. The Debtor is paying a minimum of $10,000 to the Class 15 General Unsecured crediors per year over the five year period of the Plan. Those creditors would receive nothing in a liquidation, according to the Debtor. The Debtor is represented by: BREEN OLSON & TRENTON, LLP Dennis M Breen, III, Esq. John E Olson, Esq. 4720 North Oracle Road, Suite 100 Tucson, AZ 85705 Tel: (520) 742-0808 E-mail: John@botlawfirm.com Dennis@botlawfirm.com A full-text copy of the First Amended Disclosure Statement dated Nov. 4, 2013, is available for free at: http://bankrupt.com/misc/250_AZ_1ds.pdf About 250 AZ, LLC 250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-00851) in Tucson, Arizona, on Jan. 22, 2013. In its schedules, the Debtor disclosed $25 million in assets and $70.8 million in liabilities. 250 AZ owns an 84.70818% tenant in common interest in a 29-story office building located at 250 East Fifth Street, in Cincinnati, Ohio. The Debtor is represented by Dennis M. Breen, III, Esq., and John E. Olson, Esq. at Breen Olson & Trenton, LLP as counsel. The U.S. Trustee said an official committee of unsecured creditors has not been appointed because an insufficient number of persons holding unsecured claims against the company have expressed interest in serving on a committee. 364 N.B.E.: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 364 N.B.E. Corp. 159 Adelphi Street Brooklyn, NY 11205 Case No.: 13-46771 Chapter 11 Petition Date: November 11, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Scott Markowitz, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 Tel: (212) 216-8000 Fax: 212-216-8001 Email: smarkowitz@tarterkrinsky.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Nadav Ben-Eliezer, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. 37 FAIRINN: Assets to Be Sold at Trustee's Sale on Nov. 25 ---------------------------------------------------------- Real property assets of 37 FairInn Tucson LLC will be sold to the highest bidder at a public auction slated for Nov. 25, at 11:30 a.m. The auction will be held at the East entrance of the New Courts Building in Tucson, Arizona. The assets consist of Lot 4, of Tucson Airport Plaza, a subdivision of Pima County, in Arizona, as well as buildings, fixtures, other personal properties and easement rights. The assets serve as collateral to debt owed to the beneficiary, U.S. Bank N.A., as trustee, successor-in-interest to Bank of America N.A., as trustee, successor to Wells Fargo Bank N.A., as trustee, for the registered holders of CD 2006-CD2 Commercial Mortgage Pass-Through Certificates c/o C-III Asset Management LLC. The original principal balance is $4,750,000. Michelle Ghidotti Gonsalvez, Esq., is assisting U.S. Bank, as beneficiary, to collect the debt. The Trustee may be reached at: Michelle Ghidotti Gonsalvez, Esq. THE LAW OFFICES OF MICHELLE GHIDOTTI 5120 E. La Palma Ave., Ste. 206 Anaheim Hills, CA 92807 Telephone: (949) 354-2601 Sales Line: 714-573-1965 Reinstatement Line: 714-508-7373 E-mail: mghidotti@ghidottilaw.com http://www.priorityposting.com/ ADVANTAGE RENT A CAR: Seeks Final Approval of $36-Mil. Credit Line ------------------------------------------------------------------ Franchise Services of North America Inc. on Nov. 8 provided the following update on the previously-announced bankruptcy proceedings of the Company's wholly-owned subsidiary, Simply Wheelz LLC, which does business as Advantage Rent A Car, in the United States Bankruptcy Court for the Southern District of Mississippi. On November 7, 2013, the Court entered interim orders authorizing Simply Wheelz to, among other things: (i) make payments to certain critical vendors, (ii) assume executory contracts with certain online travel agents, (iii) honor prepaid reservations from its customers, (iv) pay employee and independent contractor wages and associated taxes and benefits, and (v) make certain airport concession payments, in each case in accordance with the terms and conditions of the respective order. On November 8, 2013, the Court entered an interim order approving a US$20 million line of credit facility for Simply Wheelz. Simply Wheelz is scheduled to appear before the Court on December 3, 2013 to request final approval of a $36 million line of credit and other matters approved to date. About FSNA FSNA is a publicly traded company listed on the TSX Venture Exchange. The Company and its subsidiaries own the following brands: Advantage Rent A Car, U-Save Car & Truck Rental(R), U-Save Car Sales, Rent-A-Wreck of Canada, PractiCar, Auto Rental Resource Center, Xpress Rent A Car and Peakstone Financial Services. The Company operates the Advantage car rental brand at 72 corporate locations in 33 states including airport locations servicing 60 of the top 70 airports across the United States. Advantage is the fourth largest independent rental car company in the United States. U-Save, together with its subsidiary ARRC, has over 900 locations throughout the United States and is one of North America's largest franchise car rental companies. U-Save currently services 19 airport markets in 13 different states. Although primarily based in the United States, U-Save has 18 international locations in Mexico, Greece, the Middle East, Latin America, and the Caribbean. Practicar Systems Inc. owns the rights to the Rent-A-Wreck(R) and the PractiCar(R) trademarks for all of Canada. The Rent-A- Wreck(R) system operates a network of 61 franchise locations from coast-to-coast in Canada, providing a range of vehicle rental, leasing and sales options to its customers. The Rent-A-Wreck(R) system has been in continuous operation in Canada since 1976. AEMETIS INC: Incurs $8.3 Million Net Loss in Third Quarter ---------------------------------------------------------- Aemetis, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $8.28 million on $56.68 million of revenues for the three months ended Sept. 30, 2013, as compared with net income of $20.66 million on $53.40 million of revenues for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $27.69 million on $123.46 million of revenues as compared with net income of $2.55 million on $141.88 million of revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $93.38 million in total assets, $110.06 million in total liabilities and a $16.68 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/zwlEyG About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt about Aemetis, Inc.'s ability to continue as a going concern following the annual results for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and its cash flows from operations are not sufficient to cover debt service requirements. The Company reported a net loss of $4.3 million on $189.0 million of revenues in 2012, compared with a net loss of $18.3 million on $141.9 million of revenues in 2011. As of June 30, 2013, the Company had $96.54 million in total assets, $107.01 million in total liabilities, and a $10.47 million total stockholders' deficit. AFFINION GROUP: S&P Lowers CCR to 'CC' on Exchange Offer -------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Affinion Group Holdings Inc. to 'CC' from 'CCC+'. The rating outlook is negative. At the same time, S&P lowered its issue-level ratings on Affinion Group Holdings' 11.625% senior notes due 2015 and Affinion Group Inc.'s 11.5% senior subordinated notes due 2015 to 'CC' from 'CCC-'. The recovery rating on this debt remains '6', indicating S&P's expectation for negligible (0%-10%) recovery for noteholders in the event of a payment default. In addition, S&P placed its issue-level rating on Affinion Group Inc.'s senior secured credit facility and 7.875% senior notes due 2018 on CreditWatch with negative implications. If the company is unsuccessful in completing the exchange offer, S&P will likely raise the corporate to 'CCC' from 'CC', which would result in the ratings on the unaffected issues being lowered by one notch, given its current recovery ratings on the issues. The rating downgrade follows Affinion Group Holdings' announcement that it is offering to exchange its 11.625% senior notes due 2015 and its operating subsidiary Affinion Group Inc.'s 11.5% senior subordinated notes due 2015 for debt due in 2018. If the company completes the transaction, S&P would view it as distressed and tantamount to a default, given Affinion Group Holdings' limited ability to service its November 2014 interest payment and refinance $680 million of debt due 2015. If the alternative to such tenders is a general default, investors or counterparties could fare even worse, and S&P believes that this possibility may motivate them to accept the offer. The company is offering to exchange Affinion Group Inc.'s 11.5% senior subordinated notes due 2015 for 13.5% notes due 2018 issued by a newly created holding company, Affinion Investments LLC, at an exchange rate of 102% of face value. The company is also offering to exchange the 11.625% senior unsecured notes due 2015 at Affinion Group Holdings for 14.5% pay-in-kind notes due 2018 at a rate of 100% of face value, with warrants for common equity. In addition, the company is proposing to amend its senior secured credit facility to permit the transaction, relax the secured leverage financial covenant, and remove the term loan springing maturity provision. Upon completion of the tender, S&P would lower the corporate credit rating to 'SD' (selective default) and the tendered issue- level ratings to 'D'. As soon as possible thereafter, S&P will reassess Affinion Group's post-transaction capital structure. It is S&P's preliminary expectation that, in the event the tender offers are completed, it would not raise the corporate credit rating higher than the previous 'CCC+' level. S&P acknowledges that the transaction addresses near-term liquidity and debt maturity concerns and reduces cash interest expense. However, S&P remains concerned about the company's ability to reverse weak operating performance in light of pressure on its domestic membership business from financial institution reregulation and the viability of the company's highly leveraged capital structure, despite growth in its smaller loyalty products business and international operations. AFFYMAX INC: Incurs $1.7 Million Net Loss in Third Quarter ---------------------------------------------------------- Affymax, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.69 million on $0 of total revenue for the three months ended Sept. 30, 2013, as compared with a net loss of $24.63 million on $13.60 million of total revenue for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $12.99 million on $1.36 million of total revenue as compared with a net loss of $25.14 million on $79.57 million of total revenue for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $15.54 million in total assets, $16.41 million in total liabilities and a $869,000 total stockholders' deficit. Bankruptcy Warning "We have experienced significant operating losses since inception. We expect to continue to incur operating losses. Our only source of potential proceeds are milestone payments from Takeda related to a reintroduction of OMONTYS which is highly uncertain. We may never generate additional revenues and, even if we do generate revenue in the future, we may never achieve or sustain profitability. "If Takeda is unable to identify quickly the causes of the OMONTYS safety concerns or raise additional funds when required or on acceptable terms, we may have to: * discontinue operations; * relinquish some or all of our existing rights to OMONTYS milestones, royalties or other existing rights; or * pursue alternatives such as sale of the Company or its assets, a corporate merger, wind-down of operations or even bankruptcy proceedings," the Company said. Going Concern "Because we have not made an irrevocable decision to liquidate, the accompanying condensed financial statements have been prepared under the assumption of a going concern basis that contemplates the realization of assets and liabilities in the ordinary course of business. Operating losses have been incurred each year since inception, resulting in an accumulated deficit of $556.7 million as of September 30, 2013. Nearly all of our revenues to date have come from our collaboration with Takeda. As a result of the February 23, 2013 nationwide voluntary recall of OMONTYS and the suspension of all marketing activities, there is significant uncertainty as to whether we will have sufficient existing cash to fund our operations for the next 12 months. Our liabilities exceed our assets. Given our limited resources, there is no assurance that we will be able to reduce our operating expenses enough to meet our existing and future obligations and conduct ongoing operations. If we do not have sufficient funds to continue operations, we could be required to liquidate our assets, seek bankruptcy protection or other alternatives. Any failure to dispel any continuing doubts about our ability to continue as a going concern could adversely affect our ability to enter into collaborative relationships with business partners. These matters raise substantial doubt about our ability to continue as a going concern," the Company said in the Report. A copy of the Form 10-Q is available for free at: http://is.gd/ouMP40 About Affymax Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based in Palo Alto, California. In March 2012, the U.S. Food and Drug Administration approved the Company's first and only product, OMONTYS(R) (peginesatide) Injection for the treatment of anemia due to chronic kidney disease in adult patients on dialysis. OMONTYS is a synthetic, peptide-based erythropoiesis stimulating agent, or ESA, designed to stimulate production of red blood cells and has been the only once-monthly ESA available to the adult dialysis patient population in the U.S. The Company co- commercialized OMONTYS with its collaboration partner, Takeda Pharmaceutical Company Limited, or Takeda during 2012 until February 2013, when the Company and Takeda announced a nationwide voluntary recall of OMONTYS as a result of safety concerns. ALLY FINANCIAL: Files Form 10-Q, Posts $91MM Net Income in Q3 ------------------------------------------------------------- Ally Financial Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $91 million on $2.03 billion of total financing revenue and other interest income for the three months ended Sept. 30, 2013, as compared with net income of $384 million on $1.86 billion of total financing revenue and other interest income for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported net income of $257 million on $6 billion of total financing revenue and other interest income as compared with a net loss of $204 million on $5.39 billion of total financing revenue and other interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $150.55 billion in total assets, $131.49 billion in total liabilities and $19.06 billion in total equity. A copy of the Form 10-Q is available for free at: http://is.gd/3yzSwI About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally Financial Inc. reported net income of $1.19 billion for the year ended Dec. 31, 2012, as compared with a net loss of $157 million during the prior year. AMERICAN AIRLINES: Reaches Settlement on Merger Lawsuit ------------------------------------------------------- Jack Nicas and Brent Kendall, writing for The Wall Street Journal, reported that an antitrust settlement with the U.S. government removed the last major hurdle to a $16 billion merger between AMR Corp. and US Airways Group Inc. while only slightly hobbling the global airline industry's new colossus in some of its key markets. According to the report, the settlement agreement, announced on Nov. 12, ended a monthslong standoff between the airlines and the U.S. Justice Department, and averted an antitrust trial set for later this month that posed risks for both sides. As part of the deal, which still requires a judge's approval, US Airways and AMR, parent of American Airlines, agreed to give up space at several key airports across the U.S. and promised to retain their big hubs, the report related. Despite the planned divestments, antitrust and airline-industry experts said the settlement was a victory for the airlines, the report further related. The pair now aim to complete their merger by December, creating American Airlines Group Inc., the world's largest airline. US Airways Chief Executive Doug Parker, who will lead the combined carrier, said in an interview that the concessions were "not material enough to offset what we said the day we announced," which was that the merger would create more than $1 billion in total annual cost savings and revenue gains, the report added. 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: TWU Lauds DOJ Settlement on US Airways Merger ---------------------------------------------------------------- Transport Workers Union of America Air Transport Director Garry Drummond on Nov. 12 issued a statement on the Settlement between American Airlines, US Airways and the U.S. Department of Justice. Mr. Drummond said "We're pleased that an agreement between American Airlines, US Airways and the Department of Justice has been reached. The DoJ's actions in recent weeks were the equivalent of hitting a pause button on workers' wages, benefits and job security. "[Tues]day's announcement will allow TWU members at American Airlines to gain long-delayed raises. Negotiations for our members at US Airways have been in limbo as a result of the DoJ's actions, those talks can now move forward. We also can begin to move forward on working out final details related to combining the two airlines' work groups." "As a result of [Tues]day's announcement, the merger will now move forward, but many critical details related to airline workers remain to be addressed. We're not done yet." Transport Workers Union of America (TWU) represents 200,000 workers and retirees, primarily in commercial aviation, public transportation and passenger railroads. The union is an affiliate of the 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. 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: Sees Key Passenger Metric Rise 6.6% in October ----------------------------------------------------------------- Nathalie Tadena, writing for Daily Bankruptcy Review, reported that American Airlines parent AMR Corp. said passenger revenue per available seat mile -- an important performance metric for the industry -- jumped 6.6% in October from a year earlier. According to the report, consolidated PRASM for October totaled 13.40 cents per available seat mile, an all-time high for any October in American's history, the company said. The metric was hurt by the government shutdown, which reduced revenue by $20 million and reduced PRASM by 1.1 percentage points, the company said, the report related. The year-over-year comparison, however, was aided by 2.7 points from operational disruptions last year that hurt bookings. In a letter to American employees, Chairman and Chief Executive Tom Horton said the latest month was the company's busiest October ever and operational performance set multiple records, including 10 days with no cancellations and an October record for completion factor, the report further related. Traffic on a consolidated basis was up 4.4%, while the carrier's capacity increased 4.3%, the report said. The percentage of seats filled -- known as load factor -- edged up slightly to 82.4% from 82.3%. 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 bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. The plan confirmation order means that if AMR and US Airways win the Justice Department lawsuit or settle with the government, the merger plan can go into effect. The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236, U.S. District Court, District of Columbia (Washington). 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: Proposes to Offer $200 Million Notes Due 2019 ------------------------------------------------------------ American Axle & Manufacturing, Inc., is offering $200,000,000 of 5.125 percent notes due Feb. 15, 2019. Interest payment are due every February 15 and August 15, with the first interest payment payable on Aug. 15, 2014. The Notes will be guaranteed by American Axle & Manufacturing Holdings, Inc. and certain subsidiaries. A copy of the free writing prospectus is available for free at http://is.gd/UZ91N2 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. As reported by the TCR on Sept. 5, 2013, Fitch Ratings has affirmed the 'B+' Issuer Default Ratings of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary. The ratings and Positive Outlook for AXL and AAM are supported by Fitch's expectation that the drivetrain and driveline supplier's credit profile will strengthen over the intermediate term, despite some deterioration over the past year. AMERICAN CASINO: S&P Hikes CCR to 'B+' Following Refinancing ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Las Vegas-based American Casino & Entertainment Properties LLC (ACEP) to 'B+' from 'B' and removed the rating from CreditWatch, where it was placed with positive implications on June 10, 2013. In addition, S&P assigned the company's $230 million senior secured credit facilities its issue-level rating of 'BB', with a recovery rating of '1', indicating its expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. The credit facilities consist of a $15 million senior secured revolving credit facility due 2018 and a $215 million senior secured term loan due 2020. At the same time, S&P assigned ACEP's $120 million second-lien term loan its 'B-' issue-level rating, with a recovery rating of '6', indicating its expectation for negligible (0% to 10%) recovery for lenders in the event of a default. S&P's rating assignments follow its review of final documentation. ACEP used proceeds from the transactions to repay its outstanding $338 million 11% senior secured notes. As a result, S&P withdrew its issue-level and recovery ratings on the senior secured notes. The upgrade reflects S&P's reassessment of the company's financial risk profile as "aggressive" following its refinancing transaction earlier this year. The refinancing improves the company's EBITDA coverage of interest to over 2x from the mid-1x area prior to the transactions, and extends the company's maturities. Additionally, S&P expects leverage will improve to below 5x by the end of 2014 through relatively stable EBITDA generation, required debt amortization, and an excess cash flow sweep. S&P's assessment of ACEP's business risk profile as "weak" reflects the disadvantaged location of the Stratosphere (its largest revenue-generating property) on the Las Vegas Strip, limited geographic diversity across its portfolio of properties, and our expectation for modest revenue growth in the Las Vegas market over the next few years. Still, ACEP benefits from some diversity of cash flow because it owns and operates four casinos in Nevada: three in Las Vegas (Stratosphere, Arizona Charlie's Decatur, and Arizona Charlie's Boulder) and one in Laughlin (Aquarius Casino Resort, which S&P believes is one of the top assets in its market). AMERICAN HERITAGE: S&P Affirms BB- Education Revenue Bonds Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to stable from negative and affirmed its 'BB-' long-term rating on the California Municipal Finance Authority's education revenue bonds series 2006A, issued on behalf of the American Heritage Education Foundation (AHEF) for Heritage K-8 Charter School and Escondido Charter High School (all three together compose the Heritage Education). "The revision to a stable outlook reflects the improvement in operations of the two charter schools, Heritage and Escondido, which lease property from AHEF," said Standard & Poor's credit analyst Robert Dobbins. "Since violating the debt service covenant in fiscal 2011, the two charter schools, on a combined basis, have generated two consecutive years of strong operating margins and maximum annual debt service coverage. Furthermore, the combined cash level of all three organizations has increased to a point that we view as very strong for the rating category. In our opinion, the financial profile is consistent with a higher rating," added Mr. Dobbins. Nevertheless, Standard & Poor's believes the 'BB-' rating remains appropriate due to substantial enterprise profile and legal risks. The American Heritage Education Foundation is a California non- profit public benefit corporation organized for the purpose of providing benefits to the educational programs and services at two schools in Escondido: the Escondido Charter High School and Heritage K-8 Charter School. Escondido Charter High School was founded in 1996 to establish a California public charter school and was incorporated in 2001. Escondido's original charter was approved by the Escondido Union High School District in 1996 and has been renewed three times; it is up for renewal again in April 2015. In 2003, a kindergarten through grade 8 sister school -- Heritage K-8 Charter School -- was opened to serve as a feeder facility for the high school under a charter with the Escondido Union Elementary District. APPVION INC: Posts $6.5 Million Net Income in Third Quarter ----------------------------------------------------------- Appvion reported net income of $6.46 million on $202.87 million of net sales for the three months ended Sept. 29, 2013, as compared with net income of $516,000 on $210.74 million of net sales for the three months ended Sept. 30, 2012. For the nine months ended Sept. 29, 2013, the Company reported a net loss of $10.28 million on $615.20 million of net sales as compared with a net loss of $111.32 million on $644.27 million of net sales for the nine months ended Sept. 30, 2012. The Company's balance sheet at Sept. 29, 2013, showed $558.92 million in total assets, $931.51 million in total liabilities and a $372.58 million total deficit. Mark Richards, Appvion's chairman, president and chief executive officer, said third quarter results were most significantly affected by the Company's disappointing manufacturing performance. Storm-related power outages and an equipment failure reduced operating performance at the Company's manufacturing facilities in Appleton, WI and Roaring Spring, PA. The Company has also experienced complications as it works to complete the transition to base paper supplied by Domtar. Those challenges reduced production yields and caused other operating inefficiencies. "Completing the entire transition process is proving more difficult and costly than we anticipated," said Richards. "However, we are doing much to improve our execution and address these temporary challenges." A copy of the press release is available for free at: http://is.gd/GJoIs6 About Appvion, Inc. Appleton, Wisconsin-based Appvion -- http://www.appvion.com/-- creates product solutions through its development and use of coating formulations, coating applications and Encapsys(R) microencapsulation technology. The Company produces thermal, carbonless and security papers and Encapsys products. Appvion has manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700 people and is 100 percent employee- owned. * * * Appleton Papers carries a 'B' corporate credit rating, with stable outlook, from Standard & Poor's. IT has a 'B2/LD' probability of default rating from Moody's. APPVION INC: Proposes to Amend $435 Million Credit Agreement ------------------------------------------------------------ Appvion, Inc., formerly Appleton Papers Inc., announced that it is seeking consent from the lenders under Appvion's $435 million credit agreement, dated as of June 28, 2013, to amend certain provisions of the Credit Agreement. If approved, those amendments would allow Appvion to issue up to $275 million second lien senior secured debt securities. The net proceeds of any such potential issuance of Debt Securities will be used solely (i) to redeem all of Appvion's outstanding 9 3?4 Percent Senior Subordinated Notes due 2014 and 11.25 Percent Second Lien Notes due 2015, (ii) to pay the redemption premium with respect to the 11.25 Percent Notes, (iii) to pay the fees and expenses related to the redemption of the Existing Notes and the potential issuance of Debt Securities, and (iv) to the extent there is any amount remaining, for general corporate purposes. About Appvion, Inc. Appleton, Wisconsin-based Appvion -- http://www.appvion.com/-- creates product solutions through its development and use of coating formulations, coating applications and Encapsys(R) microencapsulation technology. The Company produces thermal, carbonless and security papers and Encapsys products. Appvion has manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700 people and is 100 percent employee- owned. The Company's balance sheet at Sept. 29, 2013, showed $558.92 million in total assets, $931.51 million in total liabilities and a $372.58 million total deficit. * * * Appleton Papers carries a 'B' corporate credit rating, with stable outlook, from Standard & Poor's. IT has a 'B2/LD' probability of default rating from Moody's. ARCAPITA BANK: Prominent Saudi Family Sues Over Stock Sale ---------------------------------------------------------- Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that members of Saudi Arabia's wealthy Baeshen family, who control one of the Middle East's leading tea purveyors, are suing the reorganized Arcapita Bank for the return of millions of dollars they'd earmarked for the bank's aborted stock sale. Law360 reported that a the Baeshen family, which owns the Rabea Tea brand, sued Arcapita in New York bankruptcy court over $3.5 million the family says it invested with the bank for a rights offering that never occurred and that it says should now be returned. The Baeshen family says they invested approximately $10 million in Arcapita accounts, $3.5 million of which was designated for a stock sale that was ultimately canceled, according to the Law360 report. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to teach Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf The effective date of the Debtors' Second Amended Joint Plan of Reorganization, 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. BELL 660: Assets to Be Auctioned Off Dec. 19 -------------------------------------------- A trustee's sale of the assets of Bell 660 Corporation will be held Dec. 19, 2013, at 11:00 a.m. The assets will be sold to the highest bidder at public auction at the main steps of the Superior Court Building, 201 West Jefferson, in Phoenix, Arizona. The assets include real and personal property located at 660 W. Bell Road, in Phoenix, Arizona 85023. The assets serve as collateral to the debt in the amount of $1,943,000 owed to Western Alliance Bank, as successor by merger to Centennial Bank. The trustee requires bidders to submit a $10,000 deposit in the form of a cashier's check. The trustee may be reached at: Lawrence C. Petrowski STINSON MORRISON HECKER LLP 1850 N. Central Avenue, Suite 2100 Phoenix, AZ 85015 Tel: 602-279-1600 E-mail: lpetrowski@stinson.com BERKELEY, MO: S&P Lowers Certs of Participation Rating to 'BB+' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its issuer credit rating (ICR) to 'BBB-' from 'BBB' on Berkeley, Mo. and its long-term rating on the city's outstanding certificates of participation (COPs) to 'BB+' from 'BBB-'. The outlook is stable. Standard & Poor's also assigned its 'BBB-' long-term rating, with a stable outlook, to the city's series 2013 general obligation (GO) bonds. Securing the series 2013 GO bonds is an unlimited-tax GO pledge. Voters approved the bond issuance in April, 2013, and proceeds with be used, along with cash on hand, to construct a new police station. The COPs, secured by semiannual lease rental payments, were issued to finance a new city hall and fire station, both of which serve as assets backing the lease. The city has pledged to annually appropriate lease rental payments from any legally available funds before the conclusion of its fiscal year on June 30. A debt service reserve in the amount of $600,000 (more than 1x maximum November semiannual rent) provides additional security, as well as liquidity in the event of a delayed budget adoption. S&P rates the COPs one notch below the 'BBB-' ICR given annual appropriation risk and lack of a full faith and credit pledge. The 'BB+' rating is based on S&P's expectation that the city will use any and all legally available revenues to meet lease payments. "The downgrade is based on our new local GO criteria and reflects weak liquidity and management, which we expect to continue," said Standard & Poor's credit analyst John Sauter, "since, in our view, Berkeley's management team has experienced significant turnover, as well as political instability and gridlock, which has led to mounting financial pressures in recent years." Budget flexibility, budgetary performance, and liquidity have all deteriorated, and are pressuring the city's ability to support both operations and debt service. Weak management has resulted in the lack of what S&P considers a sustainable long-term plan to funding debt service on the COPs. The 'BBB-' ICR also reflects S&P's view of Berkeley's: -- Very weak budget flexibility, with audited fiscal 2012 general fund reserves at 2.9% of expenditures and unaudited fiscal 2013 reserves at 0.2%; -- Weak budgetary performance, with both general fund and total governmental funds deficits in fiscal 2012, as well as deficits for unaudited fiscal 2013; -- Very weak debt and contingent liabilities profile, including underfunding of the police and fire pension plan with no specific plans to address at this time. -- Very weak economy, despite the benefits of participation in the broad and diverse St. Louis metropolitan statistical area (MSA); "The stable outlook is based on our expectation that Berkeley will maintain sufficient liquidity and reserves to meet operating costs and debt service over the two-year outlook period," added Mr. Sauter, "which includes balances in the general, capital projects, parks and stormwater, and building funds." However, S&P would likely lower the rating if budget flexibility and performance or liquidity further weaken due to an inability to cover ongoing expenditures with current revenues, regardless of the economic development sales (EDS) tax legality. In S&P's view, the ability to meet debt service over the long term, without spending down reserves, likely depends on spending reductions. If the EDS tax is ruled eligible for debt service and the council approves its use, or if significant budget modifications are made that result in consistent budgetary performance, including coverage of debt service, a higher rating may result. However, rating improvement ultimately hinges on improved liquidity and S&P's view of stability in management, including a higher commitment to the long-term viability of funding debt service on the COPs. BIG SANDY: Has Jan. 7 Hearing to Confirm Liquidating Ch. 11 Plan ---------------------------------------------------------------- The hearing to approve the confirmation of Big Sandy Holding Company's Liquidating Chapter 11 Plan will be held on Jan. 7, 2014, at 9:30 a.m. As reported in the TCR on Sept. 9, 2013, under the Plan proposed by Big Sandy, all four classes of claims are impaired and holders of those claims will receive pro rata distribution of cash from the estate. Holders of Class 1 (General Unsecured Claims), Class 2 (Sub. Debt's Unsecured Claims) and Class 3 (TruPS Unsecured Claims) will recover an estimated 3.25% to 18.25% of the allowed claim amount, while holders of Class 4 (Equity Interests) will recover nothing. The Debtor anticipates having $1.3 million in cash on hand as of the effective date of the Plan. A portion of this cash will be used for post-confirmation expenses and professional fees. Big Sandy has also filed federal income tax returns for several years seeking refunds of approximately $22 million in the aggregate. Recoveries from litigation could be available to supplement returns to creditors under the Plan. A full-text copy of the Disclosure Statement dated Aug. 22, 2013, is available for free at: http://bankrupt.com/misc/BIGSANDYds0822.pdf About Big Sandy Holding Founded in 1991, Big Sandy Holding Company is a Colorado corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Big Sandy is the direct corporate parent of Mile High Banks, a Colorado state chartered Bank. Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank. Bankruptcy Judge Michael E. Romero presides over the case. Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's counsel. In its petition, Big Sandy estimated $10 million to $50 million in assets and debts. The petition was signed by Dan Allen, chairman/CEO/president. In February 2013, the Bankruptcy Court authorized Big Sandy to sell substantially all of its assets -- essentially 100% of the issued and outstanding capital stock of its wholly owned bank subsidiary, Mile High Banks -- to Strategic Growth Bancorp Incorporated, the successful bidder. The total consideration includes $5,500,000 (payable via (a) offsetting all amounts outstanding under the DIP Loan Agreement on the closing date, (b) $3,000,000 to the broker and (c) the remaining amounts to the Debtor), the allocation of the tax refund, the assumption of the assumed contract liabilities and the recapitalization of the Bank. The Strategic transaction would recapitalize the Bank in accordance with regulatory requirements -- by up to $90 million. Richard A. Wieland, U.S. Trustee for Region 19, was unable to form an official committee of unsecured creditors in the Debtor's case. BIOEXX SPECIALTY: CCAA Stay Extended to Dec. 2 ---------------------------------------------- The Hon. Justice Morawetz of the Ontario Superior Court of Justice (Commercial List), issued an order extending the stay of proceedings against Bioexx Specialty Proteins Ltd. and Bioexx Proteins of Saskatoon Inc. from Oct. 31 to Dec. 2, 2013. Bioexx Specialty Proteins Ltd. and Bioexx Proteins of Saskatoon Inc. commenced proceedings under the Companies' Creditors Arrangements Act, R.S.C. 1985, c. C-36, as Amended ("CCAA"), on Oct. 1, 2013, and were granted initial creditor protection that same day. BDO Canada Limited was appointed as the monitor to oversee Bioexx's business and financial affairs, pursuant to an order of the Ontario Superior Court of Justice (Commercial List). BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. The monitor may be reached at: Peter Naumis, B. Comm., CIRP BDO Canada Limited 1 City Centre Drive, Suite 1040 Mississauga, ON L5B 1M2 Tel: 905-615-6207 Fax: 905-615-1333 E-mail: pnaumis@bdo.ca BIOEXX SPECIALTY: Romspen May Foreclose on Saskatoon Facility ------------------------------------------------------------- At the behest of Bioexx Specialty Proteins Ltd. and Bioexx Proteins of Saskatoon Inc., the Ontario Superior Court of Justice (Commercial List), lifted the stay provisions in the Court's Initial Order to permit Romspen Investment Corporation, Bioexx's secured creditor, to immediately initiate foreclosure action over the property located at 33 Peter Avenue, North Corman Industrial Park in Saskatoon, Saskatchewan. The Court also lifted the stay to permit Romspen and/or Ag-West Bio Inc., another secured creditor, to immediately issue notices of sale with respect to: -- all unsold equipment of the Applicants currently or formerly located at the Saskatoon Facility; and -- all of the Applicants' patents, patents pending, and proprietary technologies. The Applicants were directed to immediately pay C$500,000 to the monitor, which sum will be held by the monitor in trust for Romspen and Ag-West pending the determination of the validity and priority of the respective securities held. Bioexx Specialty Proteins Ltd. and Bioexx Proteins of Saskatoon Inc. commenced proceedings under the Companies' Creditors Arrangements Act, R.S.C. 1985, c. C-36, as Amended ("CCAA"), on Oct. 1, 2013, and were granted initial creditor protection that same day. Peter Naumis, B. Comm., CIRP, at BDO Canada Limited was appointed as the monitor to oversee Bioexx's business and financial affairs, pursuant to an order of the Ontario Superior Court of Justice (Commercial List). BIOFUEL ENERGY: Thomas Edelman Held 4.9% Stake at Nov. 5 -------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Thomas J. Edelman disclosed that as of Nov. 5, 2013, he beneficially owned 266,500 shares of common stock of BioFuel Energy Corp. representing 4.9 percent of the shares outstanding. Mr. Edelman previously reported beneficial ownership of 410,000 common shares or 7.5 percent equity stake as of Oct. 15, 2013. A copy of the amended regulatory filing is available for free at http://is.gd/ShEPdq About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. Biofuel Energy disclosed a net loss of $46.32 million on $463.28 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $10.36 million on $653.07 million of net sales during the prior year. As of June 30, 2013, the Company had $239.65 million in total assets, $194.20 million in total liabilities and $45.44 million in total equity. Grant Thornton LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company incurred a net loss of $46.3 million during the year ended Dec. 31, 2012, is in default under the terms of the Senior Debt Facility, and has ceased operations at its Fairmont ethanol facility. These conditions, among other matters, raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Although the Company intends to diligently explore and pursue any number of strategic alternatives, we cannot assure you that it will be able to do so on terms acceptable to the Company or to the lenders under the Senior Debt Facility, if at all. In addition, in either the case of a transfer of the assets of the Operating Subsidiaries to the lenders under the Senior Debt Facility or a sale of one or both of our plants ... we cannot assure you as to what value, if any, may be derived for shareholders of the Company from such transfer or sale. The lenders under the Senior Debt Facility could also elect to exercise their remedies under the Senior Debt Facility and take possession of their collateral, which could require us to seek relief through a filing under the U.S. Bankruptcy Code," according to the Company's annual report for the year ended Dec. 31, 2012. CAPMARK FINANCIAL: Earns $8.8 Mil. in Nine Months Ended Sept. 30 ---------------------------------------------------------------- Capmark Financial Group Inc. on Nov. 7 issued its Quarterly Report as of and for the three and nine months ended September 30, 2013. The Company reported consolidated net income of $8.8 million and $54.0 million for the three and nine months ended September 30, 2013, respectively. The Company also reported consolidated total assets of $0.9 billion, consolidated total liabilities of $0.3 billion, and stockholders' equity of $0.5 billion as of September 30, 2013. Highlights for the third quarter were: -- Total cash received from asset collections and revenue was $74 million. Included in the total cash received, the Company realized total proceeds of $54 million from the monetization of loan and REO assets and investment securities and $16 million of distributions from real estate equity and debt funds. -- The Company achieved consolidated income of $9 million primarily as a result of net gains on investments and real estate of $12 million and interest income of $5 million partially offset by $10 million of noninterest expense. The net gains included a $12 million realized gain on interests in a collateralized debt obligation that were sold. -- The Company paid a cash distribution of $1.65 per share on September 27, 2013 to shareholders of record on September 23, 2013, bringing aggregate distributions to shareholders since emergence from bankruptcy to $23.15 per share. -- The Company continued to reduce its staffing levels commensurate with the reduction in assets, reducing its staff from 90 employees at year end to 49 at September 30, 2013. -- On September 25, 2013 the FDIC issued an order determining that Capmark Bank is not engaged in the business of receiving deposits and therefore its deposit insurance will terminate on December 31, 2013. Consolidated Balance Sheet The Company had consolidated total assets of $0.9 billion and $2.9 billion as of September 30, 2013 and December 31, 2012, respectively, primarily comprised of a portfolio of loans, real estate, real estate-related assets and cash and cash equivalents. Assets totaling $0.1 billion and $1.4 billion were held at Capmark Bank and $149.4 million and $253.5 million were associated with discontinued operations as of September 30, 2013 and December 31, 2012, respectively. The Company had consolidated total liabilities of $0.3 billion and $1.5 billion as of September 30, 2013 and December 31, 2012, respectively. Total liabilities of $0.3 billion and $1.5 billion included secured and other borrowings of $173.1 million and $219.8 million as of September 30, 3013 and December 31, 2012, respectively, which are related to assets that are no longer owned by the Company but recognized on the Company's balance sheet as financings as result of accounting for certain transfers of financial assets. Capmark Bank had liabilities of $6.2 million and $1.0 billion and liabilities associated with discontinued operations were of $79.1 million and $114.7 million as of September 30, 2013 and December 31, 2012, respectively. Capmark Bank had no Federal Deposit Insurance Corporation -insured deposit liabilities as of September 30, 2013. As of December 31, 2012, Capmark Bank's liabilities were primarily comprised of these deposit liabilities. Total stockholders' equity was $0.5 billion as of September 30, 2013 as compared to $1.3 billion as of December 31, 2012. The reduction was primarily due to the $867.1 million of cash distributions to the Company's common stockholders in the nine months ended September 30, 2013. Consolidated Results of Operations The Company had income from continuing operations before income taxes of $9.5 million in the three months ended September 30, 2013, primarily due to $14.3 million of noninterest income and $5.3 million of interest income on loans held for sale and investment securities available for sale partially offset by $9.6 million of noninterest expense. Noninterest income of $14.3 million primarily included $11.9 million of realized gains on the sale of interests in a collateralized debt obligation and $1.6 million of income and unrealized gains on equity investments. Noninterest expense of $9.6 million included $5.9 million of compensation and benefits costs and $4.4 million of professional fees. Interest expense of $0.6 million primarily included $2.1 million of contractual interest expense from deposit liabilities at Capmark Bank offset by $1.7 million from the accretion of the fresh start accounting premium for the deposit liabilities. The Company had income from continuing operations before income taxes of $62.6 million in the nine months ended September 30, 2013, primarily due to $85.1 million of noninterest income and $23.8 million of interest income partially offset by $42.0 million of noninterest expense and $4.3 million of interest expense. The $85.1 million of noninterest income primarily included $36.8 million of realized gains on the dispositions of real estate investments, $26.1 million of realized gain on the redemption and sale of interests in collateralized debt obligations, $15.3 million of realized gains on full or partial dispositions of loans held for sale and $5.8 million due primarily to unrealized gains on equity investments. Interest income in the nine months ended September 30, 2013 included the recognition of $5.5 million of previously deferred interest on loans held for sale. The $42.0 million of noninterest expense included $21.2 million of compensation and benefits costs and $16.0 million of professional fees. The $4.3 million of interest expense primarily included $20.9 million of contractual interest expense from deposit liabilities at Capmark Bank offset by $17.4 million from the accretion of the fresh start accounting premium for the deposit liabilities. Liquidity As of September 30, 2013, the Company's continuing operations had $152.7 million in total cash and cash equivalents (including restricted cash), of which $64.1 million was held by Capmark Bank and $88.6 million was held by its other subsidiaries. The Company's primary sources of liquidity are expected to be (1) principal and interest payments on loans, (2) proceeds from the sale of loans, including discounted payoffs received in connection with loan workout efforts, (3) distributions received from equity investments, (4) proceeds from the sale of real estate and (5) sales of other assets in its portfolio. The Company expects to generate sufficient liquidity to meet its needs for cash in its operations over the next 12 months, including paying its operating expenses. Cash from consolidated VIEs is from entities that are no longer owned by the Company but continue to be recognized on the Company's balance sheet because derecognition criteria under GAAP have not been met. On August 2, 2013, the Company received $6.4 million of cash from the reserves for disputed administrative and priority claims. The cash release was due to the resolution of administrative and priority claims. The Company paid a cash distribution of $1.65 per share on September 27, 2013 to shareholders of record on September 23, 2013. Information with respect to the tax treatment of the distribution to shareholders can be found on the Company's website at http://www.capmark.com The Company will consider making additional distributions to shareholders of cash in excess of working capital needs and expects to make a distribution in the fourth quarter of 2013; however, the specific timing and amount of any distribution have not been determined. Capmark Bank distributed $157.1 million, $4.9 million, $34.7 million and $36.8 million in cash to CFGI in February, May, August and November 2013, respectively. Supplemental Financial Information The Company's Quarterly Report as of and for the three and nine months ended September 30, 2013 and 2012 and related supplemental financial information may be found on the Company's website -- http://www.capmark.com-- under the heading "Financial Reporting." Investor Conference Call The Company will hold a conference call for investors to be broadcast live over the Internet on November 12, 2013 at 2:00 p.m. Eastern Time regarding the topics addressed in this news release and the Quarterly Report as of and for the three and nine months ended September 30, 2013 and 2012 and related supplemental financial information. To listen to the conference call, please go to the Company's website -- http://www.capmark.com-- under the heading "Investor Relations" at least fifteen minutes prior to the scheduled start time to register and download and install any necessary audio software. For those who are unable to listen to the live broadcast, an archived replay will be available on the website for a period of time. Investors who have questions for the Company's management can participate in the conference call by dialing the following: -- Toll free number: (877) 254-2825 -- Conference ID#: 97811259 About Capmark Financial Based in Horsham, Pennsylvania, Capmark Financial Group Inc. -- http://www.capmark.com/-- provided financial services to investors in commercial real estate-related assets. Capmark has three core businesses: lending and mortgage banking, investments and funds management, and servicing. Capmark operates in North America, Europe and Asia. Capmark has 1,000 employees located in 37 offices worldwide. On Oct. 25, 2009, Capmark Financial and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 (Bankr. D. Del. Lead Case No. 09-13684). Capmark disclosed assets of US$20 billion against total debts of US$21 billion as of June 30, 2009. Capmark's financial advisors were Lazard Freres & Co. LLC and Loughlin Meghji + Company. Capmark's bankruptcy counsel were Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A. Beekman Advisors, Inc., is serving as strategic advisor. KPMG LLP served as tax and accounting advisor. Epiq Bankruptcy Solutions, LLC, served as claims and notice agent. The Official Committee of Unsecured Creditors tapped Kramer Levin Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its commercial real estate business advisors. The Committee also retained Cutler Pickering Hale and Dorr LLP as its attorneys for the special purpose of providing legal services in connection with Federal Deposit Insurance Corporation matters. Protech Holdings C LLC, an affiliate of Capmark, filed for Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No. 10-12387). Protech estimated assets and debts in excess of $1 billion as of the filing date. Since filing for Chapter 11, Capmark completed three sales to generate more than $1 billion in cash. Berkshire Hathaway Inc. and Leucadia National Corp. bought most of the business for $468 million. In April 2011, Greenline Ventures LLC completed the acquisition of the New Markets Tax Credit division of Capmark Financial Group Inc. Since inception of the NMTC program, Capmark's NMTC division has closed over $1.1 billion of NMTC investment funds and financed over $2.5 billion of projects and businesses in low income communities nationwide. Capmark won confirmation of its reorganization plan in August 2011 allowing it to distribute about $4 billion of stock, cash and new debt to unsecured creditors and streamline operations around its flagship bank. Unsecured creditors were to receive $900 million in cash, $1.25 billion in secured notes and 100 million shares in reorganized Capmark, now a bank holding company. The plan was declared effective in October. Also in October 2011, Capmark closed the sale of its low-income housing tax credit asset portfolio to Hunt Cos. Inc., a national real estate services company. El Paso, Texas-based Hunt was the successful bidder in the auction of the assets, paying $102.4 million. CARL'S PATIO: Oct. 29, 2013 Effective Date for Committee Plan ------------------------------------------------------------- The effective date of the Official Committee of Unsecured Creditors' Second Amended Joint Plan of Liquidation of CP Liquidating, Inc., CPW Liquidating, Inc., and T436 Liquidating, Inc., occurred on Oct. 29, 2013. All applications for professionals for compensation and reimbursement of expenses in connection with the Chapter 11 cases prior to the Effective Date are administrative expense claims and are due within 30 days after the Effective Date. A copy of the Notice of Effective Date of the Plan is available at http://bankrupt.com/misc/carl'spatio.doc379.pdf As reported in the TCR on Oct. 24, 2013, the U.S. Bankruptcy Court for the District of Delaware confirmed on Oct. 15, 2013, the Committee's Plan. A copy of the Confirmation Order is available at: http://bankrupt.com/misc/carl'spatio.doc374.pdf The Plan provides for up to 4.7% recovery on allowed claims. The Plan embodies a Stipulation of Settlement negotiated among the Debtors, the Creditors Committee, the Buyer of substantially all of the Debtors' assets and the Debtors' Lender. The Settlement provides for a pool of three particular "assets" to be set aside for the benefit of unsecured claims and the administrative claims of the Committee's professionals -- (1) cash totaling $140,000, consisting of the sum of $25,000 received from the Lender and the sum of $115,000 received from the Buyer; (2) all claims that may be asserted against the Debtors' directors' and officers' liability insurance policy and any other insurance policies; and (3) all avoidance action claims. A full-text copy of the Second Amended Disclosure Statement dated Aug. 30, 2013, is available for free at: http://bankrupt.com/misc/CARLSPATIO_2ndAmdDSAug30.PDF About Carl's Patio Founded in 1993, Carl's Patio claims to be a leading retailer of upscale outdoor furniture and accessories. The company operates 10 retail locations and a warehouse in South Florida. The company had 68 employees. The company leases all its locations and does not own any real property. Carl's Patio, Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately conveyed plans to sell the business to Weinberg Capital, absent higher and better offers. Bayard, P.A., represents the Debtor in its restructuring efforts. BGA Management, LLC, doing business as Alliance Management, serves as financial advisor, and Epiq Bankruptcy Solutions LLC serves as claims and noticing agent. Carl's Patio disclosed $6,228,725 in assets and $13,054,583 in liabilities as of the Chapter 11 filing. The Debtor owes $2.19 million on a secured revolver, and $3.01 million on a term loan from Fifth Third. The Debtor also has $600,000 of subordinated debt. The Official Committee of Unsecured Creditors is represented Cross & Simon, LLC's Christopher P. Simon, Esq. and Kevin S. Mann, Esq., as well as Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP's Henry G. Swergold, Esq. and Clifford A. Katz, Esq. CBIZ Accounting Tax and Advisory of New York, LLC and CBIZ, Inc., are the panel's financial advisors. CBS I: Files Fourth Amended Disclosure Statement ------------------------------------------------ CBs I, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada on Nov. 6, 2013, a fourth amended disclosure statement describing its Chapter 11 Plan of Reorganization, a copy of which is available at http://bankrupt.com/misc/CBS_I_4ds.pdf The Fourth Amended Disclosure Statement defined an additional term, "grace period." It refers to the period of time from the payment due date that the Debtor may make a payment without triggering any applicable default or cure provisions. The Debtor has a grace period of 5 days, or through the 15th day of each month, to make monthly payments to its U.S. Bank Secured Loan. Terms of the Plan were previously reported in the Troubled Company Reporter on Oct. 1, 2013. Under the Plan filed in the Debtor's case, holders of other general unsecured claims will receive payment of 100% of their claims to be paid in six months after entry of the confirmation order with simple interest at a rate of 3%. About CBS I, LLC CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-16833) on June 7, 2012. The Company is a limited liability company whose sole asset consists of 71,546 square feet of gross rentable building area on a site containing 206,474 net square feet or 4.74 acres, located at 10100 West Charleston Boulevard, in Las Vegas, Nevada. The Debtor is owned by Jeff Susa (25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%) and S&L Corrigan Family Trust (25%). The Debtor scheduled assets of $19,356,448 and liabilities of $19,422,805. Judge Mike K. Nakagawa presides over the case. Jeff Susa signed the petition as manager. The bankruptcy filing came after U.S. Bank, trustee for holders of the $16.4 million mortgage, initiated foreclosure proceedings and filed a lawsuit May 24, 2012, in Clark County District Court asking that a receiver be appointed to take control of the Summerlin building in Howard Hughes Plaza at 10100 West Charleston Blvd., just west of Hualapai Way. Larson & Zirzow LLC has replaced Marquis Aurbach Coffing as the Debtor's general bankruptcy counsel after one of its lawyers involved in the case, Zachariah Larson, Esq. -- zlarson@lzlawnv.com -- moved to form his own law firm. Dimitri P. Dalacas, Esq., at Flangas McMillan Law Group, in Las Vegas, represents the Debtor as special counsel. CEDAR FAIR LP: S&P Raises CCR to 'BB'; Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Sandusky, Ohio-based theme park operator Cedar Fair L.P to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's $885 million senior credit facility (consisting of a $255 million revolver due 2018 and a $630 million term loan due 2020) to 'BBB-' from 'BB+'. The recovery rating on the facility 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 its issue-level rating on Cedar Fair's senior unsecured notes (consisting of $405 million senior unsecured notes due 2018 and $500 million senior unsecured notes due 2021) to 'B+' from 'B'. The recovery rating on the notes remains '6', indicating S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. The upgrade reflects S&P's expectation that Cedar Fair will sustain lease-adjusted debt to EBITDA below 4x and funds from operations to debt above 20%, reflecting its expectation for continued EBITDA growth through 2014 and its belief that management will size distributions in line with cash flow generation and not borrow significantly to return capital to shareholders. These leverage measures are in line with an improved "significant" financial risk profile. In the nine months ended September 2013, Cedar Fair's revenue increased 6% and EBITDA increased 11%, reflecting good expense management and a 6% increase in per capita spending across the company's portfolio of parks. As a result, total lease-adjusted debt to EBITDA and FFO to debt improved to 3.7x and about 20%, respectively, from 4.1x and 17% in 2012. Furthermore, S&P anticipates that debt to EBITDA in the mid- to high-3x area and FFO to debt just above 20% in 2014. This represents an adequate leverage cushion, in S&P's view, compared with 4x and 20% leverage thresholds, respectively, that S&P believes is in line with the significant financial risk profile and 'BB' corporate credit rating on Cedar Fair. S&P's 'BB' corporate credit rating on Cedar Fair reflects its assessment of the company's business risk profile as "fair," and its assessment of the company's financial risk profile as "significant," according to its criteria. CHOICE BUILDING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Choice Building Supplies of Westchester Co. Inc. 677 Nepperhan Avenue Yonkers, NY 10703 Case No.: 13-23859 Chapter 11 Petition Date: November 11, 2013 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain 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 Email: jpasternak@ddw-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carl Manison, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb13-23859.pdf CONSOLIDATED CAPITAL: Highcrest Townhomes Sold for $20.2 Million ---------------------------------------------------------------- Consolidated Capital Institutional Properties/2, LP, owns a 100 percent interest in CCIP/2 Highcrest, L.L.C., ("Company"). The Company owned Highcrest Townhomes ("Highcrest"), a 176-unit apartment complex located in Woodridge, Illinois. On Oct. 30, 2013, the Company sold Highcrest to a third party, Highcrest Apartments, LLC (the "Purchaser"), for a total sales price of $20,175,000 less a credit to the Purchaser of $15,000 related to inspection issues. Highcrest was the Company's sole investment property and the Registrant's interest in the Company was its sole remaining investment. In accordance with the terms of the Consolidated Capital's partnership agreement, the Registrant's general partner is currently evaluating the cash requirements of the Registrant to determine what portion of the net sales proceeds will be available to distribute to the Registrant's partners. About Consolidated Capital Greenville, South Carolina-based Consolidated Capital Institutional Properties/2, LP's investment property consists of one apartment complex in Wood Ridge, Illinois. The general partner of the Partnership is ConCap Equities, Inc. The Partnership's balance sheet at June 30, 2013, showed $8.75 million in total assets, $11.59 million in total liabilities, and a partners' deficit of $2.84 million. CROSSTEX ENERGY: Moody's Corrects Text on Oct. 21 Release --------------------------------------------------------- Moody's Investors Service corrected certain text to its Oct. 21, 2013 release on Crosstex Energy LP. Moody's added the text "B1-PD Probability of Default Rating (PDR)" in the first sentence of the first paragraph. The revised sentence reads: Moody's Investors Service placed Crosstex Energy LP's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), and B2 senior unsecured notes rating on review for upgrade following the signing of definitive agreements to combine substantially all of Devon Energy's (Devon, Baa1 negative) US midstream assets with Crosstex's assets to form a new midstream business. DETROIT, MI: Ambac Files Suit Over General Obligation Bonds ----------------------------------------------------------- Ambac Assurance Corporation on Nov. 8 disclosed that it has filed a lawsuit against the City of Detroit in the United States Bankruptcy Court, Eastern District of Michigan, Southern Division, asking that the City be required to segregate the property taxes pledged to pay the City's general obligation bonds insured by Ambac Assurance. David Dubrow of Arent Fox, Ambac Assurance's counsel, commented: "Michigan's state law could not be more clear: the City is required to segregate the pledged property taxes and then only use them to pay debt service on the bonds. And bankruptcy law is equally clear on such matters: Michigan law must be followed." About Ambac Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose subsidiaries, including its principal operating subsidiary, Ambac Assurance, Everspan Financial Guarantee Corporation, and Ambac Assurance UK Limited, provided financial guarantees and other financial services to clients in both the public and private sectors globally. Ambac Assurance, including the Segregated Account of Ambac Assurance (in rehabilitation), is a guarantor of public finance and structured finance obligations. Ambac Financial Group, Inc. is also exploring opportunities involving the development or acquisition of new financial services businesses. Ambac Financial Group Inc.'s common stock trades on the NASDAQ Global Select Market. DETROIT, MI: Bond Insurers Sue for 'Unlawfully Diverting' Taxes --------------------------------------------------------------- Katy Stech, writing for Daily Bankruptcy Review, reported that municipal bond insurers are accusing Detroit of illegally spending certain tax money on the city's operations instead of repaying about $370 million worth of bonds that the city borrowed to pay for improvement projects. Neil Munshi in Chicago and Vivianne Rodrigues in New York, writing for The Financial Times, reported that two of the largest insurers of Detroit's general obligation bonds have sued the city in a federal bankruptcy court, claiming a proposal by the city's emergency manager to forgo payments to bondholders is illegal. According to the Financial Times, the case is the latest challenge against Detroit in recent weeks as the city's eligibility for Chapter 9 bankruptcy is being debated in federal courts. A verdict is expected this week. Assured Guaranty Municipal Corp and National Public Finance Guarantee Corp allege that the city is "unlawfully diverting voter-approved" taxes meant for "the sole purpose of paying principal and interest" on unlimited tax GOs, according to the joint complaint filed on Nov. 8, the Financial Times related. On October 1, the city defaulted on $9.3m in interest payments due to investors of tax unlimited GO bonds, forcing the two insurers to pay bondholders, according to the complaint, the Financial Times noted. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DOABA MOTEL: Trustee's Sale of Assets Set for Dec. 23 ----------------------------------------------------- Real and personal property of Doaba Motel Inc. in Glendale, Arizona, will be sold to the highest bidder at an auction set for Dec. 23, 2013, at 11:00 a.m. The auction will be held at the main steps of the Superior Court Building in Phoenix. The assets are located at 7885 W. Camp Bello Dr., Glendale, Arizona 85308. The assets serve as collateral to the debt in the amount of $3,350,000 owed to Western Alliance Bank, as successor by merger to Centennial Bank. The trustee requires bidders to submit a $10,000 deposit in the form of cashier's check. The trustee for the assets may be reached at: Lawrence C. Petrowski, Esq. STINSON MORRISON HECKER LLP 1850 N. Central Avenue, Suite 2100 Phoenix, AZ 85004 Tel: 602-279-1600 DOLE FOOD: S&P Lowers CCR to 'B-' Over Management Buyout -------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Westlake Village, Calif.-based Dole Food Co. Inc. by one notch to 'B-' from 'B'. At the same time, S&P removed its ratings on the company from CreditWatch, where they had been placed with negative implications on June 11, 2013, following the company's announcement that it was being acquired by David H. Murdock, the company's chairman of the board and chief executive officer. The outlook is stable. At the same time, S&P affirmed its 'B-' rating on the company's senior secured $750 million five-year term loan B and 'CCC+' rating on the company's $300 million 5.5-year senior secured junior-lien notes. The recovery ratings remain unchanged at '3' and '5', respectively. S&P has also withdrawn its ratings on the company's senior secured $180 million revolver and $675 million term loan B, which have been fully repaid. "We believe Dole's increased debt levels following this acquisition leave it with a weaker financial risk profile, and management and governance deficiencies contribute to a weaker business risk profile, supporting the lower corporate credit rating," said Standard & Poor's credit analyst Jeff Burian. The stable outlook reflects S&P's expectation that Dole will maintain adequate liquidity, improve EBITDA in 2014, and gradually reduce leverage closer. S&P could lower the rating if the company adopts more aggressive financial policies, and/or if operating performance does not improve. Although unlikely over the outlook period, S&P could raise the ratings if the company's credit measures improve such that it revises its financial risk profile to "aggressive" and our assessment of Dole's management and governance improves. DUMA ENERGY: Sells 1.8 Million Shares to Settle $3.6 Million Debt ----------------------------------------------------------------- Effective on Oct. 31, 2013, Duma Energy Corp. completed a shares- for-debt private placement involving the sale of an aggregate of 1,859,879 shares of the Company at a deemed subscription price of $1.93 per share, in settlement of an aggregate of $3,589,567 owed by the Company to the shares-for-debt purchaser. The Company relied on an exemption from registration under the United States Securities Act of 1933, as amended, provided by Rule 506 of Regulation D, based on representations and warranties provided by the shares-for-debt purchaser of the shares in the subscription agreement entered into between the shares-for-debt purchaser and the Company. About Duma Energy Corpus Christi, Tex.-based Duma Energy Corp. -- http://www.duma.com/-- formerly Strategic American Oil Corporation, is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Duma Energy incurred a net loss of $4.57 million for the year ended July 31, 2012, compared with a net loss of $10.28 million during the prior fiscal year. For the nine months ended April 30, 2013, the Company incurred a net loss of $39.23 million on $5.10 million of revenues. As of April 30, 2013, the Company had $25.78 million in total assets, $15.47 million in total liabilities and $10.30 million in total stockholders' equity. DUNE ENERGY: Incurs $30.4 Million Net Loss in Third Quarter ----------------------------------------------------------- Dune Energy, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $30.36 million on $13.70 million of total revenues for the three months ended Sept. 30, 2013, as compared with a net loss of $1.39 million on $13.44 million of total revenues for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $34.91 million on $43.57 million of total revenues as compared with a net loss of $4.10 million on $39.94 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $252.02 million in total assets, $117.49 million in total liabilities and $134.52 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/CfQeM9 About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. EDISON MISSION: Reports $448-Mil. Net Loss in Third Quarter ----------------------------------------------------------- Edison Mission Energy and Midwest Generation, LLC, filed with the U.S. Securities and Exchange Commission a combined quarterly report on Form 10-Q report for the three- and nine-month periods ended Sept. 30, 2013. Edison Mission Energy and subsidiaries reported a net loss of $448 million on $385 million of operating revenues for the three months ended Sept. 30, 2013, compared with a net loss of $162 million on $340 million of operating revenues for the three months ended Sept. 30, 2012. EME reported a net loss of $614 million on $1.007 billion of operating revenues for the nine months ended Sept. 30, 2013, compared with a net loss of $348 million on $1.007 billion of operating revenues for the nine months ended Sept. 30, 2012. EME's consolidated balance sheet at Sept. 30, 2013, showed $7.054 billion in total assets, $6.795 billion in total liabilities, and equity of $259 million. Midwest Generation, LLC, and subsidiaries, reported a net loss of $471 million on $232 million of operating revenues from marketing affiliate for the three months ended Sept. 30, 2013, compared with a net loss of $12 million on $253 million of operating revenues from marketing affiliate for the three months ended Sept. 30, 2012. Midwest Generation reported a net loss of $619 million on $614 million of operating revenues from marketing affiliate for the nine months ended Sept. 30, 2013, compared with a net loss of $63 million on $699 million of operating revenues from marketing affiliate for the nine months ended Sept. 30, 2012. Midwest Generation's consolidated balance sheet at Sept. 30, 2013, showed $1.833 billion in total assets, $783 million in total liabilities, and equity of $1.050 billion. A copy of the combined Form 10-Q is available at: http://is.gd/Sc0OVd 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, Esq., at Kirkland & Ellis LLP; and James H.M. Sprayragen, Esq., at Kirkland & Ellis LLP. Counsel to Debtor Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins LLC. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. ELEPHANT TALK: Files Copy of Investor Presentation with SEC ----------------------------------------------------------- Elephant Talk Communications Corp. will hold upcoming presentations relating to the Company and its recent developments. The form of slide show presentation used by management of the Company to describe the business is available for free at: http://is.gd/fuiL9q About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at March 31, 2013, showed $34.47 million in total assets, $18.29 million in total liabilities, and $16.18 million in total stockholders' equity. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. ENGLOBAL CORP: Expands Contract with Department of Defense ---------------------------------------------------------- ENGlobal's wholly-owned subsidiary, ENGlobal Government Services, Inc., based in Tulsa, Oklahoma, has been awarded an additional delivery order on one of its existing multi-year contracts from the U.S. Department of Defense. The value of the award to ENGlobal from the Space and Naval Warfare Systems Center (SSC) Atlantic is estimated to be approximately $7 million. As previously reported in July 2012, ENGlobal was awarded an indefinite-delivery/indefinite-quantity (ID/IQ), cost-plus/fixed- fee contract for technical and maintenance services for automated tank gauging and automated fuel handling equipment (AFHE). Under the scope of the new delivery order, ENGlobal expects to perform engineering and design services to maintain, repair, or rebuild the fuel handling equipment of the Naval Supply Fleet Logistics Command Center in Pearl Harbor, Hawaii. "We are successfully being awarded a steady mix of business, including this delivery order by the U.S. Department of Defense," said Mr. William A. Coskey, P.E., chairman and chief executive officer of ENGlobal. "The Company is focused on improving the profit mix of its operations and maintaining overhead discipline. We are excited about our growth potential after recent divestitures, together with select project opportunities. We believe this strategy, plus our strong financial condition, puts us in a good competitive position going forward." About Englobal Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of engineering and related project services primarily to the energy sector throughout the United States and internationally. ENGlobal operates through two business segments: Automation and Engineering. ENGlobal's Automation segment provides services related to the design, fabrication and implementation of advanced automation, control, instrumentation and process analytical systems. The Engineering segment provides consulting services for the development, management and execution of projects requiring professional engineering, construction management, and related support services. The Company's balance sheet at June 29, 2013, showed $59.37 million in total assets, $33.64 million in total liabilities, and stockholders' equity of $25.74 million. "For most of 2012, the Company had operated under difficult circumstances. For the year ended Dec. 29, 2012, the Company reported a net loss of approximately $33.6 million that included a non-cash charge of approximately $16.9 million related to a goodwill impairment and a non-cash charge of approximately $6.8 million related to a valuation allowance established in connection with the Company's deferred tax assets. During 2012, its net borrowings under its revolving credit facilities increased approximately $10.5 million to fund its operations. Due to challenging market conditions, its revenues and profitability declined during 2012. Although the Company implemented a profit improvement plan in the fourth quarter of 2012, the results of that plan are not expected to be fully realized until later this year. These circumstances raised substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended June 29, 2013. EXIDE TECHNOLOGIES: Report $39.9-Mil. Net Loss in Sept. 30 Quarter ------------------------------------------------------------------ Exide Technologies and subsidiaries filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net loss of $39.9 million on $697.8 million of net sales for the three months ended Sept. 30, 2013, compared with a net loss of $13.8 million on $711.7 million of net sales for the three months ended Sept. 30, 2012. The Company reported a net loss of $131.2 million on $1.380 billion of net sales for the six months ended Sept. 30, 2013, compared with a net loss of $120.4 million on $1.405 billion of net sales for the six months ended Sept. 30, 2012. The Company's balance sheet at Sept. 30, 2013, showed $2.100 billion in total assets, $2.049 billion in total liabilities, and stockholders' equity of $50.6 million. A copy of the Form 10-Q is available at http://is.gd/trL4Bs 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. FIBERTOWER CORP: Plan Disclosures Revised for FCC Approval ---------------------------------------------------------- FiberTower Corp., et al., filed with the U.S. Bankruptcy Court for the Northern District of Texas on Oct. 28, 2013 a Revised Disclosure Statement for the Debtors' First Amended Joint Chapter 11 Plan dated Sept. 27, 2013. The Plan contemplates a restructuring and reorganization of the Debtors. In summary, the principal terms of the Plan are as follows: (i) the holders of the 2016 Notes will receive one hundred percent (100%) of the common equity in Reorganized FiberTower, in the form of shares of New FiberTower Common Stock; and (ii) Reorganized FiberTower will receive one hundred percent (100%) of the New FiberTower Subsidiary Equity Interests in Reorganized FiberTower Network Services and Reorganized FiberTower Licensing, and Reorganized FiberTower Licensing will receive one hundred percent (100%) of the New FiberTower Subsidiary Equity Interests in Reorganized FiberTower Spectrum, such that the Debtors' corporate structure will effectively remain in place following the Effective Date. Holders of Allowed General Unsecured Claims will receive no distribution under the Plan. The section concerning FCC Approval of Spectrum Portfolio Transfer on VIII. A.3 is replaced entirely, as follows: "No transfer of control to the Reorganized Debtors of any license issued by the FCC (including those in the Spectrum Portfolio) may take place prior to the issuance of FCC regulatory approval for such transfer of control pursuant to applicable FCC regulations. The continued validity of the forty-nine (49) wide-area licenses in the 24 GHz and/or 39 GHz bands that are not subject to the Application for Review and Petition for Reconsideration pending before the FCC depends, among other things, on compliance with a variety of FCC rules. Under FCC rules, a license may be terminated if there is a permanent discontinuance of service. FCC staff has informally indicated that it has some questions about whether the facilities authorized by those licenses have been "permanently discontinued," and it has asked for additional information concerning the licenses. For nine (9) of the licenses, the Commission is reviewing substantial service showings filed by FiberTower and has asked for additional information concerning those showings. There can be no assurance that the FCC will grant such consent to some or all of Debtors' FCC licenses on a timely basis, or that the FCC will not impose additional regulatory conditions in connection with such a transfer." A copy of the Revised Disclosure Statement is available at: http://bankrupt.com/misc/fibertower.doc981.pdf About FiberTower Corp. FiberTower Corporation, FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to 12-44031) on July 17, 2012, together with a plan support agreement struck with prepetition secured noteholders. FiberTower is an alternative provider of facilities-based backhaul services, principally to wireless carriers, and a national provider of millimeter-band spectrum services. Backhaul is the transport of voice, video and data traffic from a wireless carrier's mobile base station, or cell site, to its mobile switching center or other exchange point. FiberTower provides spectrum leasing services directly to other carriers and enterprise clients, and also offer their spectrum services through spectrum brokerage arrangements and through fixed wireless equipment partners. FiberTower's significant asset is the ownership of a national spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum licenses, including over 740 MHz in the top 20 U.S. metropolitan areas and, in the aggregate, roughly 1.72 billion channel pops (calculated as the number of channels in a given area multiplied by the population, as measured in the 2010 census, covered by these channels). FiberTower believes the Spectrum Portfolio represents one of the largest and most comprehensive collections of millimeter wave spectrum in the U.S., covering areas with a total population of over 300 million. As of the Petition Date, FiberTower provides service to roughly 5,390 customer locations at 3,188 deployed sites in 13 markets throughout the U.S. The fixed wireless portion of these hybrid services is predominantly through common carrier spectrum in the 11, 18 and 23 GHz bands. FiberTower's biggest service markets are Dallas/Fort Worth and Washington, D.C./Baltimore, with additional markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit, Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco and Tampa. As of June 30, 2012, FiberTower's books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, FiberTower had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, FiberTower had total revenue of roughly $33 million. With the help of FTI Consulting Inc., FiberTower's preliminary valuation work shows that the Company's enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 9.00% Senior Secured Notes due 2016 outstanding as of the Petition Date. The preliminary valuation work is based upon the assumption that FiberTower's spectrum licenses will not be terminated. Fibertower Spectrum disclosed $106,630,000 in assets and $175,501,975 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn oversees the Chapter 11 case. Lawyers at Andrews Kurth LLP serve as the Debtors' lead counsel. Lawyers at Hogan Lovells and Willkie Farr and Gallagher LLP serve as special FCC counsel. FTI Consulting serve as financial advisor. BMC Group Inc. serve as claims and noticing agent. The petitions were signed by Kurt J. Van Wagenen, president. Wells Fargo Bank, National Association -- as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016 owed roughly $132 million as of the Petition Date -- is represented by Eric A. Schaffer, Esq., at Reed Smith LLP. An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya, Esq., at Stroock & Stroock & Lavan LLP. Wells Fargo and the Ad Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, as local counsel. U.S. Bank, National Association -- in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012, owed $37 million as of the Petition Date -- is represented by Michael B. Fisco, Esq., at Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq., at McGuire Craddock & Strother PC as local counsel. William T. Neary, the U.S. Trustee for Region 6 appointed five members to the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is represented by Otterbourg, Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman & Leonard, P.A. Goldin Associates, LLC serves as its financial advisors. On March 15, 2013, the Court entered an order authorizing the Debtors to sell assets that are primarily utilized by the Debtors to provide wireless backhaul services in the State of Ohio to Cellco Partnership (dba Verizon Wireless) free and clear for $1.5 million. In May 2013, FiberTower sought and obtained Court authority to sell their telecommunications equipment and employ American Communications, LLC, as telecommunications equipment reseller. According to the Debtors, the telecommunications equipment, which was a part of their backhaul business, is no longer necessary in the conduct of their business. They, however, believe that the equipment may have resale value that would benefit their estates. FREESEAS INC: Issues Add'l 6.3-Mil. Settlement Shares to Crede -------------------------------------------------------------- FreeSeas Inc. issued and delivered to Crede 6,291,016 settlement shares pursuant to the terms of the Exchange Agreement approved by the Supreme Court of the State of New York, County of New York, on Oct. 9, 2013, in the matter entitled Crede CG III, Ltd. v. FreeSeas Inc., Case No. 653328/2013. The total number of shares of Common Stock to be issued to Crede pursuant to the Exchange Agreement will equal the quotient of (i) $11,850,000 divided by (ii) 78 percent of the volume weighted average price of the Company's Common Stock, over the 75- consecutive trading day period immediately following the first trading day after the Court approved the Order (or such shorter trading-day period as may be determined by Crede in its sole discretion by delivery of written notice to the Company), rounded up to the nearest whole share. About 5,059,717 of the Settlement Shares were issued and delivered to Crede on Oct. 10, 2013, and an aggregate of 22,467,524 Settlement Shares were issued and delivered to Crede between Oct. 11, 2013, and Oct. 30, 2013. A copy of the Form 6-K is available for free at: http://is.gd/HbLhtP About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed US$114.35 million in total assets, $106.55 million in total liabilities and US$7.80 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. FRIENDFINDER NETWORKS: Can Employ BMC as Administrative Advisor --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted FriendFinder Networks Inc., et al., permission to employ BMC Group, Inc., as administrative advisor for the Debtors on the terms and conditions set forth in accordance with the terms and conditions set forth in the Services Agreement by and between the Debtors and BMC, dated Sept. 3, 2013, nunc pro tunc to the Petition Date. BMC also serves as claims and noticing agent for the Debtors under 28 U.S.C. Section 156(c). As explained in the motion to employ BMC as administrative advisor for the Debtors, administration of the Debtors' cases will require BMC to perform duties outside the scope of 28 U.S.C. Section 156(c). As reported in the TCR on Sept. 24, 2013, to help manage administrative tasks with respect to the thousands of creditors, equity security holders and other parties in interest that are expected to be involved in the Debtor's Chapter 11 Cases in a cost-efficient manner, the Debtors require the specialized services that BMC offers. BMC has the expertise, experience and personnel to assist the Debtors in managing the administrative tasks that flow from such large and complex cases. About FriendFinder Networks FriendFinder Networks and affiliates, including lead debtor PMGI Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead Case No. 13-12404) on Sept. 17, 2013, estimating assets of $465.3 million and debt totaling $662 million. The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L. Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP, in New York, as lead bankruptcy counsel; and Dennis A. Meloro, Esq., in Wilmington, Delaware, as local Delaware counsel. Akerman Senterfitt serves as the Debtors' special and conflicts counsel. The Debtors' financial advisor is SSG Capital Advisors LLC. BMC Group, Inc., is the Debtors' claims and noticing agent. On Sept. 21, 2013, the Debtors filed a plan of reorganization containing details on a reorganization worked out with about 80 percent of first and second-lien lenders before the Sept. 17 Chapter 11 filing. Under the Plan, holders of the $234.3 million in 14 percent first-lien notes will receive accrued interest plus an equal amount in new 14 percent first-lien notes to mature in five years. Excess cash will be used in part to pay down principal on the notes before maturity. Holders of $330.8 million in two issues of second-lien notes are to receive all the new equity. U.S. Bankruptcy Judge Christopher Sontchi approved the company's disclosure statement, a description of the reorganization plan, at a hearing on Nov. 5 in Wilmington, Delaware. FriendFinder will seek court approval of its reorganization plan to exit bankruptcy at a hearing scheduled for Dec. 16. Objections to the plan have to be filed by Dec. 9. FRIENDFINDER NETWORKS: Can Employ Akerman as Conflicts Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted FriendFinder Networks Inc., et al., permission to employ Akerman Senterfitt LLP as special corporate and conflicts counsel to the Debtors, nunc pro tunc as of the Petition Date. As reported in the TCR on Sept. 24, 2013, FriendFinder Networks filed with the Bankruptcy Court a motion to retain Akerman Senterfitt as special corporate and conflicts counsel at hourly rates ranging from $220 to $695. The motion explains, "Because of Akerman's extensive experience and knowledge in the fields of corporate law, business litigation and bankruptcy, Akerman is well-suited for the type of representation that the Debtors require. Greenberg and Akerman will carefully coordinate their efforts and clearly delineate their duties to prevent any duplication of efforts. The Debtors believe that rather than resulting in extra expense to their estates, the efficient coordination of efforts between Akerman and Greenberg will greatly add to the effective administration of these Chapter 11 cases. Thus, the Debtors believe that Akerman's employment is in best interest of the debtors, their estates, and their creditors." About FriendFinder Networks FriendFinder Networks and affiliates, including lead debtor PMGI Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead Case No. 13-12404) on Sept. 17, 2013, estimating assets of $465.3 million and debt totaling $662 million. The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L. Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP, in New York, as lead bankruptcy counsel; and Dennis A. Meloro, Esq., in Wilmington, Delaware, as local Delaware counsel. Akerman Senterfitt serves as the Debtors' special and conflicts counsel. The Debtors' financial advisor is SSG Capital Advisors LLC. BMC Group, Inc., is the Debtors' claims and noticing agent. On Sept. 21, 2013, the Debtors filed a plan of reorganization containing details on a reorganization worked out with about 80 percent of first and second-lien lenders before the Sept. 17 Chapter 11 filing. Under the Plan, holders of the $234.3 million in 14 percent first-lien notes will receive accrued interest plus an equal amount in new 14 percent first-lien notes to mature in five years. Excess cash will be used in part to pay down principal on the notes before maturity. Holders of $330.8 million in two issues of second-lien notes are to receive all the new equity. U.S. Bankruptcy Judge Christopher Sontchi approved the company's disclosure statement, a description of the reorganization plan, at a hearing on Nov. 5 in Wilmington, Delaware. FriendFinder will seek court approval of its reorganization plan to exit bankruptcy at a hearing scheduled for Dec. 16. Objections to the plan have to be filed by Dec. 9. FRIENDFINDER NETWORKS: Can Employ Greenberg Traurig as Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted FriendFinder Networks Inc., et al., permission to employ Greenberg Traurig, LLP, as counsel to the Debtors, nunc pro tunc as of the Petition Date. As reported in the TCR on Oct. 3, 2013, the following professionals will take a primary role in representing the Debtors and will be paid the following hourly rates: Nancy A. Mitchell, Esq. -- mitchelln@gtlaw.com $795 David D. Cleary, Esq. -- clearyd@gtlaw.com $535 Dennis A. Meloro, Esq. -- melorod@gtlaw.com $513 Matthew L. Hinker, Esq. -- hinkerm@gtlaw.com $463 Paul T. Martin, Esq. -- martinpt@gtlaw.com $423 Kevin Garland, Esq. -- garlandk@gtlaw.com $333 Ari Newman, Esq. -- newmanar@gtlaw.com $319 Doreen Cusumano, senior paralegal $288 Elizabeth Thomas, paralegal $234 Other attorneys and paralegals will render services to the Debtors as needed. Generally, Greenberg Traurig's hourly rates are in the following ranges: $350 to $1,145 for shareholders, $265 to $1,050 for Of counsel, $130 to $725 for associates, and $65 to $335 for legal assistants/paralegals. The firm will also be reimbursed its necessary out-of-pocket expenses. Ms. Mitchell, a shareholder at Greenberg Traurig, LLP, in New York, assures the Court that it 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. Prior to the Petition Date, Greenberg Traurig received from the Debtors an advance payment retainer totaling $250,000, a portion of which has been applied in satisfaction of prepetition fees and expenses incurred by the firm on behalf of the Debtors. Greenberg Traurig currently holds a retainer in the approximate amount of $351,450. About FriendFinder Networks FriendFinder Networks and affiliates, including lead debtor PMGI Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead Case No. 13-12404) on Sept. 17, 2013, estimating assets of $465.3 million and debt totaling $662 million. The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L. Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP, in New York, as lead bankruptcy counsel; and Dennis A. Meloro, Esq., in Wilmington, Delaware, as local Delaware counsel. Akerman Senterfitt serves as the Debtors' special and conflicts counsel. The Debtors' financial advisor is SSG Capital Advisors LLC. BMC Group, Inc., is the Debtors' claims and noticing agent. On Sept. 21, 2013, the Debtors filed a plan of reorganization containing details on a reorganization worked out with about 80 percent of first and second-lien lenders before the Sept. 17 Chapter 11 filing. Under the Plan, holders of the $234.3 million in 14 percent first-lien notes will receive accrued interest plus an equal amount in new 14 percent first-lien notes to mature in five years. Excess cash will be used in part to pay down principal on the notes before maturity. Holders of $330.8 million in two issues of second-lien notes are to receive all the new equity. U.S. Bankruptcy Judge Christopher Sontchi approved the company's disclosure statement, a description of the reorganization plan, at a hearing on Nov. 5 in Wilmington, Delaware. FriendFinder will seek court approval of its reorganization plan to exit bankruptcy at a hearing scheduled for Dec. 16. Objections to the plan have to be filed by Dec. 9. FURNITURE BRANDS: Delays Filing of Form 10-Q for Sept. 28 Quarter ----------------------------------------------------------------- Furniture Brands International, Inc., disclosed in a regulatory filing Friday that it has determined that it is unable to file its quarterly report on Form 10-Q for the quarter ended Sept. 28, 2013, in a timely manner and that it does not expect to be able to file the Form 10-Q within the five-day extension permitted by the rules of the United States Securities and Exchange Commission. According to the Company, due to the demands associated with the bankruptcy filing and related activities, including a proposed sale of substantially all of the Company's assets under Section 363 of the Bankruptcy Code, the Company has been unable to complete the preparation of the Form 10-Q. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engages in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Furniture Brands serves its customers through some of the best known and most respected brands in the furniture industry, including Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. The Company has an official creditor's committee with seven members. The creditors' panel includes the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. FURNITURE BRANDS: Royce No Longer Owns Shares as of Aug. 31 ----------------------------------------------------------- Royce & Associates, LLC, filed on Nov. 5, 2013, Amendment No. 4 to the Schedule 13G (CUSIP No. 360921209) to disclose that as of Aug. 31, 2013, it holds 0 number of shares of Furniture Brands International, Inc.'s Company Stock. A copy of the Schedule 13G Amendment No. 4 is available at http://is.gd/Ddfc7h About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engages in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Furniture Brands serves its customers through some of the best known and most respected brands in the furniture industry, including Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. The company has an official creditor's committee with seven members. The creditors' panel includes the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. GLOBAL AVIATION: Files Voluntary Chapter 11 Bankruptcy Petition --------------------------------------------------------------- Global Aviation Holdings, Inc., the largest commercial provider of charter air services to the US Military and a major provider of worldwide commercial global passenger and cargo air transportation services, on Nov. 12 that the Company and its subsidiaries, including its two operating airlines World Airways and North American Airlines, have filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company has taken this action to strengthen its balance sheet and gain financial flexibility as it continues to realign its operations. The Company intends to continue to operate during the reorganization process. As part of the reorganization, the Company is taking steps to align its cost structure with the realities of market demand. The Company expects to reduce its workforce accordingly by approximately 16% of the employees over the next 90 days. "We intend to use the reorganization process to help implement our plan to lower costs, stabilize our businesses, grow revenue and diversify our product lines," said John Graber, Chief Executive Officer. "We have taken a number of steps to improve our operations over the past few months and we were making great progress; however, the continued worldwide downturn in commercial freight markets coupled with the military's decision to immediately curtail its cargo expansion flying has made it necessary for us to undertake this court-supervised reorganization. We believe that this reorganization will enable us to reduce our debt and implement operational changes, while maintaining our commitment to safety, compliance and reliable customer service." He continued, "We appreciate the ongoing dedication of our employees, whose hard work is critical to our success and the future of our company. Regrettably, as a result of a necessary reduced fleet size and as a part of this reorganization, jobs will be impacted. We are committed to treating those who are affected with the respect and dignity they deserve. We will support them as best we can in their transition." In conjunction with its reorganization, the Company has obtained debtor-in-possession (DIP) financing from its first lien lenders. On Court approval, the new financing and cash generated from the Company's ongoing operations will be used to support the business during the reorganization process. The Company has filed various motions with the Court in support of its reorganization, including requesting authorization to continue paying employee wages and providing health care and other benefits. The Company has also asked for authority to continue existing customer programs and intends to pay vendors for goods and services provided after the filing date of November 12, 2013. The Company has established a toll-free Restructuring Information Hotline for interested parties, at (877) 726-6511 in North America or internationally at (424) 236-7251. Additional information is available on the Company's website at http://www.glah.comCourt filings and other documents related to the reorganization proceedings are available on a separate website administered by the Company's claims agent, KCC, at http://www.kccllc.net/GLAH About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- is the parent company of North American Airlines and World Airways. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. GLOBAL AVIATION: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Global Aviation Holdings Inc. 101 World Drive Peachtree City, GA 30269 Case No.: 13-12945 Pending bankruptcy cases filed by affiliated debtors: New ATA Investment Inc. New ATA Acquisition Inc. World Air Holdings, Inc. World Airways, Inc. North American Airlines, Inc. Global Shared Services, Inc. Type of Business: Commercial Provider of Charter Air Transportation for the U.S. Military Chapter 11 Petition Date: November 11, 2013 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Christopher A. Ward, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: 302-252-0920 Fax: 302-252-0921 Email: cward@polsinelli.com - and - HAYNES AND BOONE, LLP Debtor's Imperial Capital, LLC Restructuring Advisors: Estimated Assets: $500 million to $1 billion Estimated Liabilities: $500 million to $1 billion The petition was signed by William A. Garrett, executive vice president & chief financial officer. List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ DFAS-CO/FPS/F Trade Debt $4,187,628 Barbara Calogero DFAS-Columbus Center Columbus, OH 43218 International Lease Trade Debt $2,971,975 Finance Corp 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Israel Aerospace Industries Ltd Trade Debt $2,440,187 Ben Gurion International Airport Tel Aviv 70100 Israel GECAS Trade Debt $2,049,488 3860 E. Holmes Road Memphis, TN 38118 Aircastle Advisor LLC Trade Debt $1,675,760 300 First Stamford Place Stamford, CT 06902 Castle 2003-2 B LLC Trade Debt $1,489,506 c/o Wilmington Trust Wilmington, DE 19890-1605 Aquila Aircraft Leasing, Ltd Trade Debt $1,229,989 c/o Vedder Price, PC 1633 Broadway, 47th Floor New York, NY 10019 DSSN 3801 LI CRAF Trade Debt $1,078,463 3802 Limestone Field Site Indianapolis, IN 46226 Lufthansa Tecknik Trade Debt $784,843 Clemens Geercken 801 Brickell Ave., Ste 500 Miami, FL 33131 Hapag-Lloyd Trade Debt $779,286 Gladys Lopez 401 E. Jackson St, Ste 3200 Tampa, FL 33602 Pratt & Whitney Group Trade Debt $703,826 Tom Dorian 400 Main Street East Hartford, CT 06108 Jeppesen Trade Debt $429,215 PO Box 840864 Dallas, TX 75284 United Aviation Services Trade Debt $363,474 Jay Ammar Husary PO Box 54482, Dubai Airport Zone, Dubai UAE UTi United States, Inc. Trade Debt $341,639 3717 Wilson Road, SE Suite 100 Atlanta, GA 30354 GE Capital Modular Space Trade Debt $326,422 PO Box 641596 Pittsburgh, PA 15264 Eurocontrol Trade Debt $274,565 Elitza Dentcheva, Central Route Charges Office, Rue de la Fusee 96 Brussels, B-1130 Belgium Maryland Aviation Administration Trade Debt $257,892 PO Box 8766 Baltimore, MD 21240 Troutman Sanders, LLP Trade Debt $242,004 PO Box 933652 Atlanta, GA 31193 Aercap Aviation Solutions Trade Debt $235,562 100 NE 3rd Ave., Ste. 800 Fort Lauderdale, FL 33301 Eurocontrol ? Ing Belgium Trade Debt $211,521 Elitza Dentcheva, Central Route Charges Office, Rue de la Fusee 96 Brussels, B-1130 Belgium Nordam Repair Division Trade Debt $203,301 PO Box 732060 Dallas, TX 75373 Aeroturbine, Inc. Trade Debt $198,310 2323 NW 82nd Ave Miami, FL 33122 Team SAI M&E Solutions LLC Trade Debt $170,998 1003 Virginia Ave. Atlanta, GA 30354 The Boeing Company Trade Debt $170,755 PO Box 3707 Seattle, WA 98124 Honeywell Trade Debt $135,448 21380 Network Place Chicago, IL 60673 Pan Am International Flight Academy Trade Debt $134,575 Gregory Darrow 5000 NW 36th St. Miami, FL 33122 Curtis Power Company Trade Debt $130,785 205 High Ridge Road Stamford, CT 06905 Unical Aviation Trade Debt $122,411 4775 Irwindale Ave. Irwindale, CA 91706 Skytech Aviation, Inc. Trade Debt $112,762 4100 NW 10th Ave., Ste. 101 Oakland Park, FL 33309 AT&T Trade Debt $111,538 PO Box 105068 Atlanta, GA 30348 GOOD SAM: Has Cash Tender Offer for 11.50% Sr. Secured Notes ------------------------------------------------------------ Good Sam Enterprises, LLC, has commenced a tender offer to purchase for cash any and all of its outstanding 11.50 Percent Senior Notes due 2016. Under the terms of the Offer, holders of the Notes who validly tender and do not withdraw their Notes prior to 5:00 p.m., Eastern Standard Time (EST), on Nov. 19, 2013, will receive $1,092.75 per $1,000 principal amount of Notes (the "Total Consideration"), which is equal to (i) $1,042.75 per $1,000 principal amount of Notes validly tendered and accepted for payment prior to the Early Tender Deadline plus (ii) an early tender payment of $50.00 per $1,000 principal amount of Notes validly tendered and accepted for payment. Accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all Notes validly tendered and accepted for payment. A summary of the Offer is outlined below: CUSIP No. 38211PAA7 Outstanding $325,574,000 Principal Amount Title of Security 11.50% Senior Secured Notes due 2016 Tender Offer $1,042.75 Consideration(1) Early Tender $50 Payment (2) Total Consideration(1)(2)(3) $1,092.75 The Offer is scheduled to expire at 11:59 p.m. EST, on Dec. 4, 2013, unless extended or earlier terminated. Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m. EST, on Nov. 19, 2013, unless that time is extended by the Company. Tenders of Notes may not be withdrawn after the Withdrawal Deadline except to the extent required by applicable law. Payment for Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be made promptly following the Early Tender Deadline (expected to be on or about Nov. 20, 2013). Payment for Notes validly tendered after the Early Tender Deadline will be made promptly following the Expiration Date (expected to be on or about Dec. 5, 2013). Holders of Notes that are validly tendered after the Early Tender Deadline and on or prior to the Expiration Date, and accepted for payment, will receive only the Tender Offer Consideration set forth in the table above and not the Early Tender Payment. Completion of the Offer is conditioned upon receipt of debt financing on terms satisfactory to the Company and in an amount which will be sufficient to fund the purchase of Notes validly tendered in the Offer and to satisfy and discharge the indenture under which the Notes were issued in accordance with its terms by depositing the redemption price in trust. The Offer is also subject to the satisfaction or waiver of certain other conditions as set forth in the Offer to Purchase. The complete terms and conditions of the Offer are set forth in an Offer to Purchase that is being sent to holders of the Notes. Holders are urged to read this document carefully before making any decision with respect to the Offer. Holders may obtain copies of the Offer to Purchase from the Information Agent and Tender Agent for the Offer, D.F. King & Co., Inc., at (212) 269-5550 (banks and brokers) and (800) 207-3158 (all others). Goldman, Sachs & Co. is serving as the Dealer Manager for the Offer. Questions regarding the Offer may be directed to Goldman, Sachs & Co., Liability Management Group at (800) 828-3182 (toll free) or (212) 357-0215 (collect). Neither the Company, the Dealer Manager, the Information Agent and Tender Agent nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation. About Good Sam Ventura, Calif.-based Affinity Group Holding, Inc., now known as Good Sam Enterprises, LLC, is a holding company and the direct parent of Affinity Group, Inc. The Company is an indirect wholly- owned subsidiary of AGI Holding Corp, a privately-owned corporation. The Company is a member-based direct marketing organization targeting North American recreational vehicle owners and outdoor enthusiasts. The Company operates through three principal lines of business, consisting of (i) club memberships and related products and services, (ii) subscription magazines and other publications including directories, and (iii) specialty merchandise sold primarily through its 78 Camping World retail stores, mail order catalogs and the Internet. Good Sam reported net income of $9.37 million in 2012, as compared with net income of $3.90 million in 2011. The Company's balance sheet at June 30, 2013, showed $251.32 million in total assets, $487.52 million in total liabilities and a $236.20 million total member's deficit. * * * Affinity Group Inc. carries 'B3' long term corporate family and probability of default ratings, with 'stable' outlook, from Moody's Investors Service. As reported in the Troubled Company Reporter on November 9, 2010, Standard & Poor's Ratings Services assigned Affinity Group Inc.'s proposed $325 million senior secured notes due 2016 its preliminary 'B-' issue-level rating. Following the close of the proposed transaction, S&P expects to assign a 'B-' corporate credit rating to Affinity Group Inc., and withdraw S&P's current 'D' corporate credit rating on Affinity Group Holding Inc. A portion of the proceeds of the new notes will be used, in conjunction with cash contributions from Holding's parent, to repay in full $88 million of senior notes that are currently outstanding at Holding. S&P said the expected 'B-' corporate credit rating on Affinity Group reflects S&P's expectation that, following the proposed refinancing transaction, adjusted debt leverage will be reduced by about 1x, the company will not have any meaningful near-term debt maturities, and the company will generate some discretionary cash flow (albeit minimal). Still, credit measures will remain relatively weak, as adjusted debt leverage will remain above 6.0x (S&P's operating lease adjustment adds about a turn to leverage), and S&P expects interest coverage to remain in the low- to mid- 1.0x area over the intermediate term. GROEB FARMS: March 31 Set as Governmental Unit's Bar Date --------------------------------------------------------- In the Chapter 11 case of Groeb Farms, Inc., the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, (i) established Nov. 4, 2013, as the date by which general creditors were to file proofs of claim, including claims arising under Section 503(b)(9) of the Bankruptcy Code; and (ii) March 31, 2014, as the date by which governmental creditors must file proofs of claim. Groeb Farms will return to the Court on Nov. 21, 2013, at 1:30 p.m., for a hearing to approve the Disclosure Statement explaining its Plan of Reorganization. Responses and objections, if any, to the approval of the Disclosure Statement must be filed so as to be actually received on or before Nov. 15, 2013. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/groebfarms.doc0023.pdf As reported in the TCR on Oct. 17, 2013, to bolster its restructuring efforts, the Debtor executed separate restructuring support agreements with Honey Financing Company, LLC, an affiliate of Peak Rock Capital; its senior subordinated debt holders, Argosy Investment Partners II, L.P., and Marquette Capital Fund I, LP; and the interim class action co-lead counsel in the consolidated putative class action pending in the U.S. District Court for the Northern District of Illinois. Pursuant to the Honey Financing RSA, Honey Financing agreed, among other things, to provide the DIP Facility up to the amount of $27 million, the Exit Facility, and vote to accept the Plan by balloting in favor of the Plan. The Plan distributes all of the equity in the Reorganized Debtor to both the Debtor's Senior Lender, HC Capital Holdings 0909A, LLC, as assignee of Wells Fargo Bank, National Association, and the Debtor's DIP Lender; satisfies senior subordinated debts with new notes and warrants; distributes proceeds of Causes of Action to unsecured creditors; cancels prior equity Interests; and continues the business of the Debtor. All classes of claims, except for unsecured convenience class claims, are impaired under the Plan. On the effective date, the Reorganized Debtor will issue new equity for distribution to holders of DIP Facility Claims and Senior Loan Claims. In no event will more than $10 million of DIP Facility Claims and Senior Loan Claims in the aggregate be satisfied with the New Equity. The Reorganized Debtor will also issue new subordinated notes and new warrants; provided, however, that the aggregate amount of the New Subordinated Notes will not exceed $3 million and the aggregate amount of the New Warrants will not exceed 13% of the New Equity. About Groeb Farms Headquartered in Onsted, Mich., Groeb Farms is one of the largest honey packers in the nation. For more than 30 years, the company has provided the finest, top quality, wholesome and safe honey and related food products to industrial and retail customers as well as the American consumer. The Company sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.). Judge Walter Shapero is overseeing the case. The Debtor is represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at Foley & Lardner LLP, in Detroit, Michigan. HAWAII OUTDOOR: Creditors Committee Has Opposition to Sale ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Hawaii Outdoor Tours, Inc., filed with the U.S. Bankruptcy Court for the District of Hawaii on Nov. 4, 2013, its limited opposition to the proposed sale of the substantially all of Hawaii Outdoor Tours, Inc.'s assets. The Committee explains: "If the Motion is granted, the estate will be left administratively insolvent as the proceeds from the sale of Debtor's assets will be used to pay (1) the real estate broker; (2) the Trustee and his counsel; and (3) First Citizens Bank. No money will be available to pay other administrative claims, including for the attorneys' fees and costs of Committee counsel or to pay any dividend whatsoever to unsecured creditors. The Motion, which calls for a sale of substantially all of Debtor's assets, the payment of certain claims (but not all administrative claims) and the dismissal of the case, is essentially a de facto plan that could not be confirmed under Section 1129. "Thus, unless there is overbidding in an amount sufficient to result in a dividend to unsecured creditors, or, unless one or more of the secured creditors carve out a sufficient amount of their proceeds to pay Committee counsel fees and a dividend to unsecured creditors, the Motion should be denied. Further, even were the Court to grant the Motion and approve the sale of assets and assignment of Lease No. S-5844, this case should not be immediately dismissed." County of Hawaii Interested Party County of Hawaii filed a response. It asserts: "The County of Hawaii has issued two Orders of Violation with respect to conditions at the Naniloa Hotel. These Orders of Oct. 8, 2013, and Oct. 28, 2013, provide for civil fines as set forth in the Orders. The County has also issued Notices of Violation of May 9, 2013, June 25, 2013, Oct. 10, 2013, and the Second Declaration of Gantry Andrade regarding the violations of the Fire Code. "It is the County's position that these regulatory fines are 11 U.S.C. Section 503(b) administrative expense priority claims and must be paid as administrative expenses as provided for in the Trustee's Motion by way of a distribution from the Administrative Expense Fund. "County of Hawaii, submits that the Trustee authorized to assume and assign the DLNR Lease and sell assets of the estate on the following conditions: (1) the existing civil fines as per the Orders of Oct. 8, 2013, and Oct. 28, 2013, and any other fines incurred before the closing are administrative expenses and must be paid pursuant to the Administrative Expense Fund; (2) that if the DLNR Lease is assigned and the Estate's property sold, the County's Notices of Violations and Orders continue in place, and if there is a 11 U.S.C. Section 363(f) sale, the sale is not free of the "interests" of the County of Hawaii. (3) the "AS IS" provision of the Purchase and Sale Agreement requires the Buyer take the Naniloa and other property of the Estate subject to the County of Hawaii's Notices of Violation and Orders of Oct. 8, 2013, and Oct. 28, 2103, and any other Notices of Violation and Orders issued by the County prior to closing." A copy of The County of Hawaii's Response to the Trustee's Motion is available at http://bankrupt.com/misc/hawaiioutdoor.doc512.pdf Sale of Assets As reported in the TCR on Oct. 28, 2013, David C. Farmer, Chapter 11 Trustee of Hawaii Outdoor Tours, Inc., sought the Bankruptcy Court's approval of the sale of substantially all of the Debtor's assets to an entity formed by America Asia Travel Center Inc., Ramesh Manchanda, and Nirmal Kumar. The Trustee also sought approval of the assignment, without the consent of any party, of the assumed, unexpired leasehold interest under that certain State of Hawaii DLNR General Lease No. S-5844 dated Jan. 20, 2006 (the "Hotel Lease"), free and clear of liens and encumbrances. The Purchaser agreed to purchase the Hotel Assets for the amount of $3,500,000. The Purchaser also agreed to pay all amounts necessary to cure defaults under the DLNR Lease, in an amount not to exceed $1,500,000, so that the DLNR Lease may be assumed and assigned. Further, the Purchaser will replace a performance bond in favor of the DLNR to secure the DLNR Lease in the amount of two times the annual rent, which bond amount currently is about $1,000,000. The Trustee also sought authorization of partial distribution of the sales proceeds to: (a) pay all usual and customary closing costs paid by the Seller as provided in the PSA; (b) fund a reserve, subject to mutual agreement with First-Citizens Bank in an amount that the Trustee believes is appropriate for allowed administrative expense claims and the Trustee's professional expenses; (c) compensation under 11 U.S.C. Section 326 to the Trustee, in the reduced amount to which the Trustee and First-Citizens have agreed; and (d) the balance to First-Citizens on account of its senior lien secured by the Hotel. The Trustee, after closing of the sale and final determination of administrative expense claims, will seek dismissal of the case because there will not be any funds nor other property remaining to be administered under the Court's jurisdiction. A copy of the terms of sale is available for free at: http://bankrupt.com/misc/HAWAIIOUTDOOR_sale.pdf About Hawaii Outdoor Tours Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D. Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012. Naniloa Volcanoes is a 382-room hotel with a nine-hole golf course. The 64-acre property is subject to a 65-year lease, commencing Feb. 1, 2006, and provides for a total ground rent for the first 10 years of $500,000 annually. The Debtor used a $10 million loan from First Regional Bank and $10 million of its own cash to invest in the property. First-Citizens Bank & Trust Company, which acquired the First Regional note from the Federal Deposit Insurance Corp., commenced foreclosure proceedings in August. First-Citizens Bank asserts a claim of $9.95 million. The Debtor believes that the value of the hotel property exceeds the amount of the First-Citizens Bank note. Just the bricks and mortar alone was valued in excess of $35 million by First Regional's appraiser and the insurance company. Bankruptcy Judge Robert J. Faris oversees the case. Ramon J. Ferrer, Esq., represents the Debtor as counsel. In its schedules, the Debtor disclosed $52,492,891 in assets and $11,756,697 in liabilities. The petition was signed by CEO Kenneth Fujiyama. Ted N. Petitt, Esq., represents secured creditor First-Citizens Bank as counsel. Cynthia M. Johiro, Esq., represents the State of Hawaii Department of Taxation as counsel. Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11 Trustee, as counsel. Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC, represents the Official Committee of Unsecured Creditors as counsel. HAWAII OUTDOOR: Sole Shareholder KDC Has Full-Payment Plan ---------------------------------------------------------- Ken Direction Corporation, the sole shareholder of Hawaii Outdoor Tours, Inc., filed with the U.S. Bankruptcy Court for the District of Hawaii on Nov. 4, 2013, a proposed plan of reorganization for the Debtor. The Plan contemplates the full payment to both secured and unsecured creditors of the Debtor on the Plan's effective date. The source of about $14,000,000 in funds for the Plan will be the proceeds from the sale of real estate owned by HPAC, LLC, to the Shalom Amar Revocable Trust 2000 by way of a 1031 exchange. HPAC, LLC is an affiliated company of the Proponent. KDC will retain its shares of common stock in the Reorganized Debtor. A copy of KDC's Plan for the Debtor is available at: http://bankrupt.com/misc/hawaiioutdoor.doc515.pdf About Hawaii Outdoor Tours Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D. Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012. Naniloa Volcanoes is a 382-room hotel with a nine-hole golf course. The 64-acre property is subject to a 65-year lease, commencing Feb. 1, 2006, and provides for a total ground rent for the first 10 years of $500,000 annually. The Debtor used a $10 million loan from First Regional Bank and $10 million of its own cash to invest in the property. First-Citizens Bank & Trust Company, which acquired the First Regional note from the Federal Deposit Insurance Corp., commenced foreclosure proceedings in August. First-Citizens Bank asserts a claim of $9.95 million. The Debtor believes that the value of the hotel property exceeds the amount of the First-Citizens Bank note. Just the bricks and mortar alone was valued in excess of $35 million by First Regional's appraiser and the insurance company. Bankruptcy Judge Robert J. Faris oversees the case. Ramon J. Ferrer, Esq., represents the Debtor as counsel. In its schedules, the Debtor disclosed $52,492,891 in assets and $11,756,697 in liabilities. The petition was signed by CEO Kenneth Fujiyama. Ted N. Petitt, Esq., represents secured creditor First-Citizens Bank as counsel. Cynthia M. Johiro, Esq., represents the State of Hawaii Department of Taxation as counsel. Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11 Trustee, as counsel. Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC, represents the Official Committee of Unsecured Creditors as counsel. HAZEL INVESTMENTS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Hazel Investments LP 1451 High Street, Suite 215 Washington, MO 63090 Case No.: 13-44254 Chapter 11 Petition Date: November 10, 2013 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Debtor's Counsel: Nicholas A. Franke, Esq. THE FRANKE LAW FIRM LLC P.O. Box 270592 St. Louis, MO 63127 Tel: 314-458-6331 Fax: 314-480-7234 Email: nfranke@frankelawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Douglas E. Hazel, president, Hazel of Nevada, Inc., general partner of Debtor. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. HD SUPPLY: Reports $720 Million Net Sales in August --------------------------------------------------- HD Supply Holdings, Inc., reported fiscal 2013 monthly net sales of $720 million in August, $690 million in September and an estimated $885 million in October. The October net sales are preliminary estimates. Monthly net sales for the same periods in fiscal 2012 were $676 million in August, $639 million in September and $831 million in October. The fiscal 2013 year-over-year monthly net sales growth was 6.5 percent, 8.1 percent and an estimated 6.5 percent in August, September and October, respectively. Excluding the impact of acquisitions and the Crown Bolt and The Home Depot, Inc., contract amendment, fiscal 2013 year-over-year monthly net sales growth was 5.8 percent, 7.3 percent and an estimated 5.8 percent in August, September and October, respectively. The Company's fiscal months for August, September and October in both years included four weeks, four weeks and five weeks, respectively. "Our preliminary estimate for third quarter sales reflects solid execution in the midst of market uncertainties," said Joe DeAngelo, CEO of HD Supply. "Our sales growth continues to outpace our estimates of market growth, despite continued sluggishness in non-residential, increased softness in utility and increased uncertainty in municipal end-markets, all of which we expect to be a headwind for the remainder of our fiscal year. As we navigate through these market conditions, our focus remains on controllable execution. We will invest for growth while at the same time reducing costs across our businesses, enabling us to continue strengthening our leadership positions in our attractive markets." Baird's 2013 Industrial Conference DeAngelo gave a presentation at Baird's 2013 Industrial Conference in Chicago on Wednesday, November 6 at 9:30 am Central. A live webcast of this presentation will be available on HD Supply's investor relations site at hdsupply.com. A replay will be available shortly after the conclusion of the live presentation. The presentation was furnished to the U.S. Securities and Exchange Commission on a Form 8-K, a copy of which is available at: http://is.gd/xZGaso About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. For the 12 months ended Feb. 3, 2013, the Company incurred a net loss of $1.17 billion on $8.03 billion of net sales, as compared with a net loss of $543 million on $7.02 billion of net sales for the 12 months ended Jan. 29, 2012. As of Aug. 4, 2013, the consolidated balance sheet showed $6.58 billion in total assets, $7.34 billion in total liabilities and a $753 million total stockholders' deficit. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. HIGH MAINTENANCE: Nov. 14 Hearing on Exclusivity Extension ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas will convene a hearing on Nov. 14, 2013, at 9:00 a.m., to consider the motion filed by High Maintenance Broadcasting LLC, and GH Broadcasting, Inc., for extension of exclusivity periods. As reported in the Troubled Company Reporter on Oct. 21, 2013, the Debtors requested that the Court extend their exclusive periods to file a plan of reorganization and solicit acceptances of that plan until Jan. 6, 2014, and March 7, 2014, respectively. Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, the attorney for the Debtors, said the Debtors require 45-day extensions of the exclusivity period and the confirmation period so that they may continue their turnaround efforts while negotiating and developing the terms of a confirmable plan of reorganization. The Debtors are engaged in good-faith negotiations with their largest creditors regarding the terms of a plan. The Debtors were scheduled to participate in mediation in Dallas, Texas, on Oct. 24, 2013, with their largest creditors. "The Debtors are hopeful of making meaningful progress toward a consensual plan of reorganization at mediation. However, the terms of a plan will depend, to some degree, on both the outcome of the Debtors' ongoing negotiations with its largest lenders and the degree to which the Debtors are able to increase their revenue over during the remainder of 2013," Mr. Neligan said. The Debtors, according to Mr. Neligan, have been exploring alternatives to a traditional plan of reorganization, including a sale of substantially all of the Debtors' assets. They have held negotiations with various parties and anticipate that those negotiations will continue while the Debtors prepare and propose a plan. About High Maintenance High Maintenance Broadcasting, LLC, owns and operates the television broadcasting station KUQI (Channel 38), which is licensed in Corpus Christi, Texas. On June 17, 2013, an involuntary petition for relief (Bankr. S.D. Tex. Case No. 13-20270) was filed against High Maintenance by Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy, Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises, LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J. Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family, Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section 303 of the Bankruptcy Code. An involuntary petition under Chapter 11 of the U.S. Bankruptcy Code was also filed against GH Broadcasting, Inc., on July 2, 2013. GH Broadcasting owns and operates television broadcast stations KXPX CA and KTOV LP, which are licensed in Corpus Christi, Texas. On July 24, 2013, the Debtors filed responses to the involuntary petition, in which they assented to the entry of an order for relief. The Court entered on July 25, 2013, consensual orders for relief in each of the Debtors' cases. On Aug. 1, 2013, the Court entered an order for the joint administration of the cases. The Debtors' counsel are Patrick J. Neligan Jr., Esq., and John D. Gaither, Esq., at Neligan Foley LLP. HORIZON LINES: Posts $4.1 Million Net Income in 3rd Quarter ----------------------------------------------------------- Horizon Lines, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $4.08 million on $273.66 million of operating revenue for the quarter ended Sept. 22, 2013, as compared with net income of $1.85 million on $279.60 million of operating revenue for the quarter ended Sept. 23, 2012. For the nine months ended Sept. 22, 2013, the Company reported a net loss of $17.77 million on $777.93 million of operating revenue as compared with a net loss of $76.72 million on $813.89 million of operating revenue for the nine months ended Sept. 23, 2012. The Company's balance sheet at Sept. 22, 2013, showed $642.85 million in total assets, $675.01 million in total liabilities and a $32.16 million total stockholders' deficiency. "Horizon Lines third-quarter adjusted EBITDA increased 29.6% over the same period a year ago, driven largely by reduced vessel charter expense, increased non-transportation revenue, lower dry- dock transit and crew-related expenses and reduced overhead," said Sam Woodward, president and chief executive officer. "The factors driving adjusted EBITDA growth were partially offset by reduced fuel recovery and certain contractual and inflationary increases in operating expenses more than offsetting a modest improvement in rates, net of fuel. Results represent the third consecutive quarter with double-digit percentage growth in adjusted EBITDA over prior-year results, adding further momentum to our improvement of Horizon Lines' financial performance." A copy of the Form 10-Q is available for free at: http://is.gd/piX2VA About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HOSPITALITY STAFFING: Has Court Clearance to Auction Assets Dec. 6 ------------------------------------------------------------------ Marie Beaudette, writing for DBR Small Cap, reported that a bankruptcy judge has cleared Hospitality Staffing Solutions to auction its assets Dec. 6, with a lead offer from an investor group that includes private equity firm Littlejohn & Co. About Hospitality Staffing Solutions Hospitality Staffing Solutions, LLC (HSS) -- http://www.hssstaffing.com-- is a hospitality staffing company. Established in 1990, the company's team of hotel industry experts works with 4 and 5 star properties in 35 states and 62 markets across the country. Hospitality Staffing Solutions and various affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 13-12740) on Oct. 24, 2013, to facilitate a sale of the business to HS Solutions Corporation, an entity formed by LJC Investments I, LLC and a group of investors including Littlejohn Opportunities Master Fund, L.P., Caymus Equity Partners and Management, and SG Distressed Debt Fund LP. The investor group acquired $22.9 million of the Company's secured bank debt on Oct. 11. That debt is in default. The sale transaction is subject to higher and better offers. The Chapter 11 cases are before Judge Brendan Linehan Shannon. The Debtors are represented by Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq., Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial advisor is Conway Mackenzie, Inc., and their investment banker is Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims and noticing agent. The investor group is providing DIP financing. They are represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq., at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. INFINIA CORP: Creditors' Panel Hires Parsons Behle as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Infinia Corporation and Powerplay Solar I, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Utah to retain Parsons Behle & Latimer as counsel to the Committee. The Committee requires Parsons Behle to: (a) represent the Committee in its investigation of, analysis of, and consultations with the Debtor concerning the history, operation, and liquidation of the Debtor's businesses and assets and the administration of the Debtor's cases; (b) represent the Committee and the interests of unsecured creditors in negotiations toward, and the confirmation and consummation of, any reorganization plan; (c) represent the Committee and the interests of unsecured creditors in all matters before the Court in this case; and (d) perform all other necessary legal services that are in the best interest of the Committee and the unsecured creditors of the Debtor. J. Thomas Beckett will be primarily responsible for Parsons Behle's representation of the Committee. His billing rate is $450 per hour. Other attorneys and paraprofessionals will assist on an as-needed basis. Parsons Behle will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Beckett, shareholder of Parsons Behle, assured the Court that the 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. Parsons Behle can be reached at: J. Thomas Beckett, Esq. PARSONS BEHLE & LATIMER One Utah Center 201 South Main Street, Suite 1800 PO Box 45898 Salt Lake City, UT 84145-0898 Tel: (801) 532-1234 E-mail: tbeckett@parsonsbehle.com About Infinia Corp. Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of a solar generation project in Yuma, Arizona, filed Chapter 11 cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to sell the facility to their lender. The Debtors estimated assets and debts of at least $10 million. Infinia Corp. is represented by George Hoffman, Esq., Steven C. Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com and scs@pkhlawyers.com -- of Parsons Kinghorn Harris. PowerPlay Solar I is represented by Troy J. Aramburu, Esq. and Jeff D. Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of Snell & Wilmer L.L.P. A four-member panel has been appointed in the case as the official unsecured creditors committee, composed of Petersen Incorporated, Intertek Testing Services, NA, Inc., ATL Technology, LLC, and LeanWerks. INFINIA CORP: Has Final OK to Obtain $5.4-Mil. in DIP Financing --------------------------------------------------------------- On Oct. 11, 2013, the U.S. Bankruptcy Court for the District of Utah entered a final order authorizing Infinia Corporation and PowerPlay Solar I, LLC, to obtain postpetition secured DIP Financing of up to $5,400,000 from Atlas Global Investment Management LLP, as administrative agent and collateral agent, and the DIP Lenders. The Debtors are also authorized to use collateral (including, without limitation, cash collateral). A copy of Final DIP Financing Order is available at: http://bankrupt.com/misc/infiniacorp.doc99.pdf About Infinia Corp. Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of a solar generation project in Yuma, Arizona, filed Chapter 11 cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to sell the facility to their lender. The Debtors estimated assets and debts of at least $10 million. Infinia Corp. is represented by George Hoffman, Esq., Steven C. Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com and scs@pkhlawyers.com -- of Parsons Kinghorn Harris. PowerPlay Solar I is represented by Troy J. Aramburu, Esq. and Jeff D. Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of Snell & Wilmer L.L.P. A four-member panel has been appointed in the case as the official unsecured creditors committee, composed of Petersen Incorporated, Intertek Testing Services, NA, Inc., ATL Technology, LLC, and LeanWerks. INFINITY ENERGY: Reports $15K Net Income for Q3 Ended Sept. 30 -------------------------------------------------------------- Infinity Energy Resources, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, reporting a net income of $155,784 for the three months ended Sept. 30, 2013, compared to a net income of $4.19 million for the same period last year. The Company's balance sheet at Sept. 30, 2013, showed $4.77 million in total assets, $5.74 million in total liabilities, and stockholders' deficit of $16.15 million. A copy of the Form 10-Q is available at: http://is.gd/NpSmn0 About Infinity Energy Overland Park, Kansas-based Infinity Energy Resources, Inc., and its subsidiaries, are engaged in the acquisition and exploration of oil and gas properties offshore Nicaragua in the Caribbean Sea. Infinity Energy disclosed net income of $2.90 million for the year ended Dec. 31, 2012, as compared with a net loss of $3.52 million during the prior year. EKS&H LLLP, in Denver, Colorado, 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, has no on-going operations, and has a significant working capital deficit, which raises substantial doubt about its ability to continue as a going concern. INFINITY ENERGY: Incurs $639,000 Net Loss in Third Quarter ---------------------------------------------------------- Infinity Energy Resources, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a loss applicable to common shareholders of $639,477 for the three months ended Sept. 30, 2013, as compared with income applicable to common shareholders of $3.48 million for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported a loss applicable to common shareholders of $4.34 million as compared with income applicable to common shareholders of $2.13 million for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $4.76 million in total assets, $5.74 million in total liabilities, $15.17 million in total redeemable, convertible preferred stock, and a $16.15 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/NpSmn0 About Infinity Energy Overland Park, Kansas-based Infinity Energy Resources, Inc., and its subsidiaries, are engaged in the acquisition and exploration of oil and gas properties offshore Nicaragua in the Caribbean Sea. Infinity Energy disclosed net income of $2.90 million for the year ended Dec. 31, 2012, as compared with a net loss of $3.52 million during the prior year. EKS&H LLLP, in Denver, Colorado, 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, has no on-going operations, and has a significant working capital deficit, which raises substantial doubt about its ability to continue as a going concern. INSPIREMD INC: Files Copy of Slide Presentation with SEC -------------------------------------------------------- InspireMD, Inc., intends, from time to time, to present or distribute to the investment community and utilize at various industry and other conferences a slide presentation, a copy of which is available for free at http://is.gd/E9egQq 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 incurred a net loss of $29.25 million for the year ended June 30, 2013, as compared with a net loss of $17.59 million during the prior year. The Company's balance sheet at June 30, 2013, showed $20.74 million in total assets, $4.64 million in total liabilities and $16.10 million in total equity. INFUSYSTEM HOLDINGS: To Issue Third Quarter Results on Nov. 12 -------------------------------------------------------------- InfuSystem Holdings, Inc., will issue results for the third quarter of 2013 on Tuesday, Nov. 12, 2013, at approximately 7:00 a.m. Eastern Time. The Company will also conduct a conference call for investors on Tuesday, Nov. 12, 2013, at 9:00 a.m. Eastern Time to discuss third quarter performance and results. To participate in this call, please dial in toll-free (877) 261-8992 and use the confirmation number 36056983. A replay of the call will be available via the Company's Web site for 90 days following the call at: http://www.infusystem.com/investors About InfuSystem Holdings InfuSystem Holdings, Inc., operates through operating subsidiaries, including InfuSystem, Inc., and First Biomedical, Inc. InfuSystem provides infusion pumps and related services. InfuSystem provides services to hospitals, oncology practices and facilities and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada. Infusystem Holdings disclosed a net loss of $1.48 million in 2012, as compared with a net loss of $45.44 million in 2011. As of June 30, 2013, the Company had $75.75 million in total assets, $34.94 million in total liabilities and $40.80 million in total stockholders' equity. INT'L FOREIGN EXCHANGE: Hires CDG Group to Provide CFO ------------------------------------------------------ International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P. ask for permission from the U.S. Bankruptcy Court for the Southern District of New York to employ CDG Group, LLC to provide crisis management services and employ Michael Meenan as chief restructuring officer, nunc pro tunc to Oct. 17, 2013. CDG Group and Mr. Meenan will provide restructuring and crisis management services as requested by the Debtors and described in the Engagement Agreement , including, but not limited to the following: (a) serve as a principal contact with the Debtors' creditors with respect to the Debtors' financial and operational matters; (b) gather and analyze data, including the Debtors' existing indebtedness, interview appropriate management and evaluate the Debtors' existing liquidity, financial forecasts and budgets; (c) evaluate the feasibility of strategic alternatives being considered by the Debtors given their current operating businesses, current capital structure and business prospects; (d) manage the liquidation of the Debtors' assets, including communicating with potential interested parties; (e) assist the Debtors in their preparation for any necessary filing under the U.S. Bankruptcy Code; and (f) perform such other services and analyses relating to the foregoing and as the parties hereto mutually agree. As set forth in the engagement agreement, CDG Group will bill the Debtors for its services and those of Mr. Meenan. A monthly fee equal to $75,000 for the first month and $50,000 for each month thereafter. CDG Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Meenan assured the Court that the 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. CDG Group can be reached at: Michael Meenan CDG GROUP, LLC 645 Fifth Avenue, 11th floor New York, NY 10022 Tel: (212) 813-1709 Fax: (212) 813-0580 E-mail: mmeenan@cdggroup.com About International Foreign Exchange Concepts International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-13380) on Oct. 17, 2013. Judge Robert Gerber oversees the case. Counsel to the Debtors is Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in Stamford, Connecticut. The Debtors' restructuring advisors is CDG Group. The Debtors' special counsel is Withers Bergman LLP. The Debtors' notice, claims, solicitation and balloting agent is Logan & Company, Inc. Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L. Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth & Zabel LLP, in New York. INT'L FOREIGN EXCHANGE: Files List of Top Unsecured Creditors ------------------------------------------------------------- International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P. submitted to the Bankruptcy Court a list that identifies its top 20 unsecured creditors. Creditors with the three largest claims are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Asset Management Unsecured note Approximately Finance LLC $34,000,000 c/o Schulte Roth Zabel LLP 919 Third Avenue New York, New York 10022 Go to Premium Trade debt $377,103 Finance P.O. Box 4312 Woodland Hills, CA 9l 365 Rothstein Kass Professional fees $55,500 1350 Avenue of the Americas New York, NY 10019 A copy of the creditors' list is available for free at: http://is.gd/b4wi1o About International Foreign Exchange Concepts International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-13380) on Oct. 17, 2013. Judge Robert Gerber oversees the case. Counsel to the Debtors is Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in Stamford, Connecticut. The Debtors' restructuring advisors is CDG Group. The Debtors' special counsel is Withers Bergman LLP. The Debtors' notice, claims, solicitation and balloting agent is Logan & Company, Inc. Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L. Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth & Zabel LLP, in New York. ISC8 INC: Has New Streamlined Capital Structure ----------------------------------------------- ISC8 Inc. raised an additional $5.14 million, exchanged more than $35 million of debt, and substantially changed its capital structure to benefit shareholders and management. "This financing and recapitalization are important developments for ISC8," noted ISC8 Chairman Bob Wilson. "We have raised funds, significantly reduced debt, incentivized management and simplified the capital structure to produce a balance sheet that should be more attractive to ISC8's investors, customers and employees. By taking these actions, we are now in a better position to execute on the Company's strategic vision." Wilson continued, "These key events will allow us to move forward in closing sales and advancing our product road map. This is a vital step on our path toward building ISC8 into a key player in the cybersecurity marketplace." In a transaction that closed Nov. 1, 2013, the Company raised $5.14 million by issuing 514 shares of its newly created Series D Convertible Preferred Stock. Each share of the Series D Preferred has a face value of $10,000; does not pay a dividend; and is convertible into 238,095 shares of the Company's common stock (reflecting a conversion ratio of $0.042 per share). As additional consideration for the purchase of each share of Series D Preferred, purchasers also received a one-year warrant to buy 59,523 shares of the Company's common stock for $0.084 per share. In connection with these transactions, certain holders of approximately $14.4 million of the Company's Junior Subordinated Convertible Notes have agreed to forgive this debt in exchange for approximately 100 million restricted stock units, which vest if the daily closing price on the Company's common stock meets or exceeds $0.143 per share. Additionally, certain holders of approximately $21.3 million of the Company's senior debt have agreed to convert such debt into the Series D Preferred offering, receiving approximately 2,129 shares of Series D Preferred along with warrants to purchase approximately 127 million additional shares of the Company's common stock at $0.084 per share. Also as a result of the Series D offering, the Company made significant modifications to its Loan and Security Agreement with Partners for Growth, updating loan covenants and extending the maturity date under the Loan Agreement to Dec. 13, 2014. In return, ISC8 has made a $2 million repayment on the loan and has agreed to deposit $500,000 with PFG as collateral for the loan. PFG also purchased shares of the Company's Series D Preferred and modified its Guaranty Agreement with the Company. To better align employee incentives under the new capital structure, the Company has cancelled prior employee incentive stock options and has issued approximately 145 million new shares with a strike price of $0.042 per share. The Series D offering was conducted by San Francisco-based Griffin Partners, LLC, an advisor and affiliated investor of the Company. Further details of the Series D offering, including an Investor Rights Agreement and Voting Agreement changing the size and make- up of the Company's Board of Directors, are included in an 8K filed with the SEC. Additional information is available for free at: http://is.gd/a9osL4 About ISC8 Inc. Costa Mesa, California-based ISC8 Inc. is engaged in the design, development, manufacture and sale of a family of security products, consisting of cyber security solutions for commercial and U.S. government applications, secure memory products, some of which utilize technologies that the Company has pioneered for three-dimensional ("3-D") stacking of semiconductors, systems in a package ("Systems in a Package" or "SIP"), and anti-tamper systems. Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport Beach, California, expressed substantial doubt about ISC8 Inc.'s ability to continue as a going concern. The independent auditors noted that as of Sept. 30, 2012. the Company has negative working capital of $10.1 million and a stockholders' deficit of $35.4 million. The Company reported a net loss of $19.7 million on $4.2 million of revenues in fiscal 2012, compared with a net loss of $15.8 million on $5.2 million of revenues in fiscal 2011. The Company's balance sheet at March 31, 2013, showed $4.71 million in total assets, $47.74 million in total liabilities and a $43.02 million total stockholders' deficit. JOURNAL REGISTER: Schneller Asks Court to Reconsider Plan Order --------------------------------------------------------------- James Schneller, a potential creditor in the Chapter 11 cases of Pulp Finish I Company, et al., will present a motion for reconsideration of the U.S. Bankruptcy Court for the Southern District of New York's order confirming the proposed plan of reorganization of the Debtors on Nov. 26, 2013. Any responses, objections or other responses to the motion should be filed so as to be received on or before Nov. 21, 2013. Mr. Schneller requests reconsideration or amendment of the order for lack of compliance with the Bankruptcy Code because the plan does not comply with all provisions of 11 U.S.C. Section 1129(a)(1). Mr. Schneller explains, "The Court's disallowance and expungement of claim based on a case in defamation and deprival of civil rights pending in a Pennsylvania state court, was ordered without prejudice to seek reconsideration, upon any reversal of the order in debtor's prior Chapter 11 case refusing to lift the permanent injunction and/or re-open the case. Appeal from the order denying reconsideration or reargument (Case 09-10769 Item 991) and the order denying petitioner's petition to reopen the prior Chapter 11 case of debtors and/or to lift the permanent injunction, and movant's appeal is pending, USDC SNY No. 13-6554 (see also No. 13- 6555). "On July 2, 2013, the Debtors filed their Joint Chapter 11 Plan of Reorganization and the Disclosure Statement. "Applicant was permitted argument at the hearing on disclosure statement pursuant to movant's objections to proposed disclosure statement and voting and solicitation procedures. "The Court filed the Order approving the Disclosure Statement and Voting and Solicitation Procedures, for Joint Chapter 11 Plan of Reorganization in the order dated Aug. 29, 2013, subsequent to changes authorized at hearing. "Applicant has appealed the order issued in the Journal Register Chapter 11 case No. 09-10769 denying leave to appeal denial forma pauperis on appeal by way of a motion to the District Court for leave to appeal in forma pauperis, with an election to appeal to the District Court, on Aug. 12, 2013, and a Designation of Contents and Statement of Issues, and a formal Notice of Appeal on Aug. 20, 2013. The matter has been transferred to the District Court. "Applicant has lodged removal of the state court defamation and civil rights action in the Bankruptcy Court for the Eastern District of Pennsylvania, Docket No. 13-529, and forma pauperis was granted in an order dated Oct. 16, 2013. Applicant had filed on Aug. 5, 2013, a removal notice of their state court action in the District Court for the Eastern District of Pennsylvania, but that Court has declined the removal notice, and a request to transfer to the bankruptcy judges. "Applicant moves for amendment of judgment and for relief from judgment or order. "The Court has made no findings or conclusions regarding the objections filed by applicant despite the fact that some of them were applicable to the matter as a whole, and some, specific to applicant, were nevertheless pertinent to confirmation in general." About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- was the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. JRC was 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 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. 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 was subject to higher and better offers. 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. Gerald C. Bender, Esq., at Lowenstein Sandler LLP, represented the Official Committee of Unsecured Creditors. FTI Consulting, Inc., served 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. K-V PHARMACEUTICAL: Appoints Janet Vergis to Board of Directors --------------------------------------------------------------- K-V Pharmaceutical Company disclosed Tuesday the appointment of Janet Vergis to its Board of Directors. Ms. Vergis currently serves as the Executive-In-Residence at Warburg Pincus, LLC. Previously, she was the CEO of OraPharma, Inc., where she led the OraPharma's successful turnaround. Prior to her role at OraPharma, Ms. Vergis managed a $6 billion portfolio at Johnson & Johnson as President of Janssen Pharmaceuticals, McNeil Pediatrics, and Ortho-McNeil Neurologics. Ms. Vergis also contributed to a number of Johnson & Johnson companies during her career, serving as a member of company management boards for more than 10 years and holding positions of increasing responsibility in research and development, new product development, sales, and marketing. "Janet has a proven track record with some of the leading pharmaceutical companies in the world," said Greg Divis, KV CEO. "Her extensive knowledge and valuable insights will help guide us as our company continues to pursue helping women achieve healthier lives and healthier pregnancies." "With more than 25 years of pharmaceutical leadership experience and longstanding success growing and developing businesses, Janet will be a tremendous asset to the KV Board and complements the skill sets of our other Board members," said Joseph M. Mahady, Chairman of the KV Board of Directors. Janet Vergis is the final appointment to KV's new Board of Directors. The Company recently appointed former President of Wyeth Pharmaceuticals, Inc., Joseph Mahady, as its new Board Chair, and two Board members: Gregory Norden, former Senior Vice President and Chief Financial Officer for Wyeth Corporation, and James M. Goldfarb, MD, MBA, Director of Infertility Services of the University Hospitals of Cleveland Health Systems and Clinical Professor of Reproductive Biology at Case Western Reserve University (CWRU) School of Medicine. The recently-announced Directors join Joe McInnis, Managing Director of Greywolf Capital Management LP, Steve Nielson of Susquehanna International Group, and Greg Divis, President and Chief Executive Officer of KV Pharmaceutical on the Board to shape the Company's role in advancing women's health as it builds upon its portfolio of FDA- approved medications. About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. KEMET CORP: Files Form 10-Q, Incurs $13.1MM Net Loss in Q2 ---------------------------------------------------------- Kemet Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $13.09 million on $212.74 million of net sales for the three months ended Sept. 30, 2013, as compared with a net loss of $24.92 million on $215.99 million of net sales for the same period during the prior year. For the six months ended Sept. 30, 2013, the Company reported a net loss of $48.23 million on $415.46 million of net sales as compared with a net loss of $42.67 million on $439.62 million of net sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $880.21 million in total assets, $642.30 million in total liabilities and $237.90 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/ATvQyL About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. LEHMAN BROTHERS: Cowen's Funds Expect to Recover LBIE Claims ------------------------------------------------------------ For the third quarter 2013, Cowen Group, Inc. reported a GAAP net income of $3.6 million, or $0.03 per share, as compared to a GAAP net loss of $10.6 million, Peter A. Cohen, Chairman and CEO of Cowen Group said, "In what continues to be a challenging market, we are proud to report a profitable third quarter and another record revenue quarter. This is a result of the progress we have made in elevating the results in each of our operating businesses. The broker dealer benefited from a favorable capital raising environment for equities and had its best quarter for debt raising. At Ramius, we continue to raise assets, produce solid investment performance and launch new products, including the Ramius Event Driven Equity Fund, our fourth alternative mutual fund." "In September 2013, Ramius' legacy multi-strategy funds received a significant distribution from Lehman Brothers International (Europe) ("LBIE") which was subsequently distributed to the funds' investors in respect of the Omnibus Trust Asset claims held by our funds. As a creditor of LBIE, we proactively joined the unsecured creditors' committee of LBIE and, in coordination with the Administrator, worked diligently for five years towards a novel solution that would ensure that our clients' assets would be recovered. The resulting distribution from LBIE was a landmark event of Lehman's global bankruptcy, and our funds expect to recover in excess of 100% of the value of the claims registered in September 2008." About Cowen Group New York-based Cowen Group, Inc. -- http://www.cowen.com/-- a Delaware corporation formed in 2009, is a diversified financial services firm and, together with its consolidated subsidiaries, provides alternative investment management, investment banking, research, and sales and trading services through its two business segments: Ramius LLC and Cowen and Company, LLC. 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. LEVEL 3: Files Form 10-Q, Incurs $21 Million Net Loss in Q3 ----------------------------------------------------------- Level 3 Communications, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $21 million on $1.56 billion of revenue for the three months ended Sept. 30, 2013, as compared with a net loss of $166 million on $1.59 billion of revenue for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $123 million on $4.71 billion of revenue as compared with a net loss of $366 million on $4.76 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $12.85 billion in total assets, $11.70 billion in total liabilities and $1.14 billion in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/YSjulI About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. * * * In October 2012, Fitch Ratings affirmed the 'B' Issuer Default Ratings (IDRs) assigned to Level 3. LVLT's ratings recognize, in part, the de-leveraging of the company's balance sheet resulting from its acquisition of Global Crossing Limited (GLBC). As reported by the TCR on June 5, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Broomfield, Colo.- based global telecommunications provider Level 3 Communications Inc. to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. LIBERACE FOUNDATION: Plan Outline Hearing Continued Until Nov. 13 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada, in a minute entry for hearing held on Oct. 30, 2013, continued until Nov. 13, 2013, at 9:30 a.m., the hearing to consider the adequacy of the Disclosure Statement explaining Liberace Foundation for the Creative and Performing Arts' Liquidating Plan of Reorganization. On May 10, the Debtor received Court authorization to sell its property located at 1775 East Tropicana Avenue, Las Vegas, Nevada. Shortly thereafter the Debtor sold the property for the purchase price of $2,300,000. As reported by the Troubled Company Reporter on Aug. 19, 2013, the Plan disclosed that the undisputed portion of the Disputed Claim of US Bank in Class 1 was paid out of the Property sale proceeds upon closing. The disputed portion will be paid out of the remaining Property sale proceeds pursuant to the agreement of the parties or a court order determining the Allowed amount of the disputed portion. The total estimated amount of the General Unsecured Claims in Class 2 asserted against the Debtor is $38,655.25. Class 2 Claims will be paid in full in Cash, from the funds held in the Debtor's Nevada Trust account, on the Effective Date. The Liberace Revocable Trust, the Equity Interest Holder in Class 3 will be retaining its equity interests, and thus, is unimpaired by the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/liberacefoundation.doc134.pdf Nedda Ghandi, Esq., at Ghandi Law Offices, in Las Vegas, Nevada, represents the Debtor. Hamid R. Rafatjoo, Esq., at Venable LLP, in Los Angeles, California, and Jon T. Pearson, Esq., at Ballad Spahr LLP, in Las Vegas, Nevada, represent U.S. Bank. About Liberace Foundation Founded in 1976, the Liberace Foundation for the Creative and Performing Arts -- http://www.liberace.org/-- helps students in Southern Nevada pursue careers in the performing and creative arts through scholarship assistance and artistic exposure. The foundation has awarded more than 2,700 students with scholarships. It owns the Liberace Museum Collection at 1775 E. Tropicana, in Las Vegas. The Liberace Museum, which has exhibited the jewelry, pianos, garish gowns and other artifacts owned by the great pianist and showman, was opened in 1979. The property is valued at $13 million. The secured creditor, U.S. Bank N.A., is owed $1.269 million. Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating $10 million to $50 million in both assets and liabilities. Bankruptcy Judge Mike K. Nakagawa presides over the case. The Ghandi Law Offices serves as the Debtor's counsel. Brownstein Hyatt Farber Schreck, LLP serves as special counsel. The petition was signed by Anna Nateece, business manager. No committee has been appointed or designated by the U.S. Trustee. LIFE CARE: Plan Deadline Moved to Feb. 14; In Talks With Creditors ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida extended Life Care St. Johns, Inc.'s exclusive periods to file a plan of reorganization until Feb. 14, 2014, and solicit acceptances for that Plan until April 15, 2014. The Debtor noted that it has engaged in negotiations with its bondholders and unsecured creditors, which negotiations have resulted in a consensual path for exiting the Chapter 11 reorganization. In this relation, it needed more time to (i) implement the recommendations of the outside consultants; (ii) prepare the financial projections upon which a restructuring may be based; (iii) solicit offers and letters of intent from prospective purchasers; (iv) accommodate the due diligence needs of prospective purchasers and investors; and (v) formulate exit strategy. About Life Care St. Johns Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04158) on July 3, 2013. The Debtor is the owner and operator of a continuing care retirement community known as Glenmoor consisting of 144 independent living units located on a 40-acre site in St. Johns County, Florida. Judge Jerry A. Funk presides over the case. Richard R. Thames, Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A., serves as the Debtor's counsel. Navigant Capital Advisors, LLC, acts as the Debtor's financial advisor. American Legal Claim Services, LLC, serves as claims and noticing agent. The Committee of Creditors Holding Unsecured Claims appointed in the bankruptcy case of Life Care St. Johns, Inc., is represented by Akerman Senterfitt's David E. Otero, Esq., and Christian P. George, Esq., in Jacksonville, Florida. Bruce Jones signed the petition as CEO. The Debtor estimated assets of at least $10 million and debts of at least $50 million. LONE PINE: Proofs of Claim Due Today ------------------------------------ Canadian claimants of Lone Pine Resources Canada Ltd., Lone Pine Resources (Holdings) Inc., Lone Pine Resources Inc., Wiser Oil Delaware LLC and Wiser Delaware LLC, have until today, Nov. 13, 2013, at 5:00 p.m. to file proofs of claim. Claims which are not received by the monitor by the claims bar date will be barred and extinguished forever. The Canadian court-appointed monitor may be reached at: PricewaterhouseCoopers Inc. #3100, 111 - 5 Avenue SW Calgary, AB T2P 5L3 Attn: Susan Shabluk Tel: 403-509-7366 Fax: 403-781-1825 E-mail: Susan.l.shabluk@ca.pwc.com About Lone Pine Resources Calgary, Canada-based Lone Pine Resources Inc. is an independent oil and gas exploration, development and production company with operations in Canada. The Company's reserves, producing properties and exploration prospects are located in the provinces of Alberta, British Columbia and Quebec, and in the Northwest Territories. The Company is incorporated under the laws of the State of Delaware. Lone Pine Resources Canada Ltd., Lone Pine Resources (Holdings) Inc., Lone Pine Resources Inc., Wiser Oil Delaware LLC and Wiser Delaware LLC entered bankruptcy protection in Canada on Sept. 25, 2013, under the Companies' Creditors Arrangement Act and received an initial protection order from an Alberta court the same day. They simultaneously filed for Chapter 15 protection in Delaware in the United States (Bankr. D. Del. Case No. 13-12487) to seek recognition of the CCAA proceedings. Lone Pine is being advised by RBC Capital Markets, Bennett Jones LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in connection with the restructuring, with Wachtell, Lipton, Rosen & Katz LLP providing independent advice to the Company's board of directors. The Supporting Noteholders are being advised by Goodmans LLP and Stroock & Stroock & Lavan LLP. LONGVIEW POWER: Asks OK for $150MM Secured Priming DIP Financing ---------------------------------------------------------------- Longview Power, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to enter a final order authorizing the Debtors to obtain up to $150 million in senior, secured, priming post-petition financing, including an up to $30 million letter of credit subfacility, from a group consisting of many of the largest lenders under the Longview Credit Agreement, and to use cash collateral. According to the Debtors, the facility has been sized to meet both the Debtors' working capital needs, the costs of the Chapter 11 cases, and the cost of repairs necessary to fix the Power Plant. The DIP Facility converts into an Exit Facility (in the same amount) upon consummation of a Chapter 11 Plan. Among other things, the term sheet attached to the Financing Term Sheet (the "Plan Term Sheet") provides: * In exchange for the Longview Credit Agreement Claims, and depending upon how much of the Financing Facility is used, each holder of such claim will receive its pro rata share of up to 90% of the new common equity interests (the "New Common Interests"); * The remaining New Common Interests will be issued to the DIP Lenders as part of the DIP Lender Fee; * The Debtors will obtain approval of the proposed DIP Facility by Nov. 21, 2013; and * The following case milestones: * Filing of Plan and Disclosure Statement: Nov. 12, 2013 * Filing of motion to draw down on Foster Wheeler LCs: Nov. 28, 2013 * Filing of Claims Estimation Motion: Dec. 11, 2013 * Entry of an order approving Disclosure Statement: Dec. 22, 2013 * Commencement of hearing with regard to Claims Estimation Motion: Feb. 8, 2014 * Commencement of hearing to confirm Plan: Feb. 12, 2014 * Entry of Confirmation Order: Feb. 19, 2014 * Effective Date: March 7, 2014 The Debtors also ask the Bankruptcy Court for authorization to terminate the Synthetic L/C Facility so as (a) to permit cash held in the Synthetic L/C Deposit Account in excess of Synthetic L/C Exposure to be returned to the Longview Lenders in accordance with the terms of the Longview Credit Agreement and (b) to permit cash otherwise collateralizing Synthetic Letters of Credit to be returned to the Longview Lenders in accordance with the terms of the Longview Credit Agreement as such Synthetic Letters of Credit are reissued or replaced with letters of credit issued under the Replacement L/C Facility. The DIP Facility Termination Date will be the earliest of (a) the Scheduled Termination Date (the date that is the 24 month anniversary of the date upon the Closing occurs), (b) the consummation of any sale of a material portion of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code, (c) the substantial consummation of a plan of reorganization and which for purposes hereof will be no later than the Effective Date of a plan of reorganization filed in the Chapter 11 cases that is confirmed pursuant to an order entered by the Court and (d) the acceleration of the loans and the termination of the commitment with respect to the DIP Facility in accordance with the DIP Loan Documents. The DIP Loans will bear interest at LIBOR plus 7.50% with a LIBOR floor of 1.50% or the Base Rate plus 6.50% with a Base Rate floor of 2.50%. During the continuance of an Event of Default, the DIP Loans will bear interest at an additional 2% per annum. A copy of the Motion, including a summary of the material terms of the Financing Term Sheet is available at: http://bankrupt.com/misc/longview.doc392.pdf About Longview Power LLC Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case. 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of September 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. MAXCOM TELECOMUNICACIONES: Raises US$119.7-Mil. in Capital ---------------------------------------------------------- As part of the completed Chapter 11 plan of reorganization of Maxcom Telecomunicaciones, S.A.B. de C.V., the Company conducted a capital increase, which was approved at a shareholders meeting held Oct. 2, 2013. The total shares subscribed and paid were 1,619,700,750 shares of Series A common stock for which Maxcom received US$119,712,723, or Ps.$1,565,710,731. The plan equity sponsors -- Ventura Capital Privado, S.A. de C.V., Trust Number 1387 (acting through Banco Invex S.A., Institucion de Banca Multiple, Invex Grupo Financiero), Javier Molinar Horcasitas, and Enrique Castillo Sanch�z Mejorada -- purchased 675,620,794 of the shares for US$49,935,400, or Ps.$653,100,103, pursuant to the terms of a recapitalization agreement dated July 3, 2013, between Maxcom and the Plan Equity Sponsors. Investors other than the Plan Equity Sponsors purchased 944,079,956 of the shares for US$69,777,323, or Ps.$912,610,628. U.S. dollar amounts paid in respect of Series A common stock are based on the U.S. Dollar/Mexican Peso exchange rate reported by Banco de Mexico on Nov. 1, 2013. Pursuant to the terms of the Indenture governing Maxcom's Step-Up Senior Notes due 2020, Maxcom will use 50% of the capital contributions in excess of the Plan Equity Sponsors' capital contribution to make an offer to repurchase the Notes, but only to the extent such amount exceeds US$5,000,000. As a result, Maxcom anticipates it will use approximately US$32,388,661 to make an offer to repurchase Notes. The terms of the Indenture provide that the offer price will be 85% of the principal amount of the Notes (i.e. US$850 per $1,000 aggregate principal amount) in cash. About Maxcom Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City, Mexico, is a facilities-based telecommunications provider using a "smart-build" approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers in the Mexican territory. Maxcom launched commercial operations in May 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in greater metropolitan Mexico City, Puebla, Tehuacan, San Luis, and Queretaro, and on a selected basis in several cities in Mexico. In June 2013, Maxcom didn't make an $11 million interest payment on the notes. Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-11839) in Wilmington, Delaware, on July 23, 2013. Maxcom listed $11.1 billion in assets and $402.3 million in debt. The company had assets valued at 4.98 billion pesos ($394 million) in the quarter ended March 31, according to an April 26 regulatory filing. The company reached a restructuring agreement with Ventura Capital, a group holding about $86 million, or 48.7 percent, of the senior notes and about 44 percent of its equity holders, court papers show. The Company has engaged Lazard Freres & Co. LLC and its alliance partner Alfaro, Davila y Rios, S.C., as its financial advisor and Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and Mexican legal advisors in connection with its restructuring proceedings and potential Chapter 11 case. The Ad Hoc Group has retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz, S.C., as its U.S. and Mexican legal advisors. Ventura has retained VACE Partners as its financial advisor, and Paul Hastings LLP and Jones Day as its U.S. and Mexican legal advisors, respectively. In September 2013, the U.S. bankruptcy court entered an order confirming the Company's prepackaged Chapter 11 plan of reorganization. Confirmation of the Plan was fully-consensual: the only class of creditors entitled to vote overwhelmingly voted in favor of the Plan and no party objected to confirmation of the Plan. The Plan was declared effective in October 2013. MAXIM CRANE: S&P Rates New $325 Million 2nd Lien Term Loan 'B' -------------------------------------------------------------- Standard & Poor's Rating Services assigned its 'B' issue-level rating and '4' recovery rating to Pittsburgh-based Maxim Crane Works L.P.'s proposed six-year $325 million second-lien term loan. The '4' recovery rating reflects S&P's expectation for average recovery prospects (30%-50%) in the event of a payment default. The company expects to use the proceeds pay a dividend to shareholders, refinance its $250 million senior secured notes, and pay transaction-related expenses. The 'B' corporate credit rating and stable rating outlook on Maxim Crane remain unchanged. The rating on Maxim Crane reflects S&P's view of the company's "weak" business risk profile and "highly leveraged" financial risk profile. S&P's assessment of the company's business risk profile reflects its participation in the cyclical, highly competitive, and fragmented crane rental industry. The company's status as the largest and only coast-to- coast provider of cranes and lifting equipment rentals in North America only partly offset these negative factors, in S&P's view. S&P expects that Maxim Crane's profitability will gradually improve as the nonresidential construction market continues to recover. S&P considers Maxim Crane's financial risk profile to be "highly leveraged." Pro forma for the proposed transaction, total debt to EBITDA (adjusted to include operating leases) was about 6.5x. Although this is weaker than S&P's expectation for the rating (total debt to EBITDA of 5x-6x for the rating), it believes that the company's credit measures will improve over the next 12-18 months, with total debt to EBITDA of less than 6x. Maxim Crane's credit metrics should gradually improve due to debt reduction, free cash flow generation, and profit expansion. Furthermore, with the proposed transaction, S&P expects Maxim Crane's liquidity to remain adequate and that it will avoid any issues with its springing financial covenant. Upon closing of the proposed transaction, S&P expects to withdraw the issue-level and recovery ratings on the $250 million senior secured notes. RATINGS LIST Maxim Crane Works L.P. Corporate Credit Rating B/Stable/-- New Rating Maxim Crane Works L.P. $325 million second-lien term loan B Recovery Rating 4 METRO AFFILIATES: Employs Akin Gump as Bankruptcy Counsel --------------------------------------------------------- Metro Affiliates, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Akin Gump Strauss Hauer & Feld LLP, as attorneys. Akin Gump has informed the Debtors that it will bill at its standard hourly rates which currently are: $515 to $1,220 for partners; $455 for $880 for counsel; $295 for $770 for associates; and $125 for $325 for paraprofessionals. The current hourly rates for the Akin Gump attorneys with primary responsibility for this matter are: Scott L. Alberino, Esq. $875 Lisa G. Beckerman, Esq. $1,000 Rachel Ehrlich Albanese, Esq. $775 Kristen M. Howard, Esq. $600 The firm will also be reimbursed for any necessary out-of-pocket expenses. Ms. Beckerman, a member of the firm of Akin Gump Strauss Hauer & Feld LLP, assures the Court that her 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. Ms. Beckerman discloses that in the one year before the Petition Date, Akin Gump has received payment in the amount of $2,000,000 for services rendered to the Debtors and their affiliates. At the outset of the retention, Akin Gump received an advance payment retainer of $1,000,000. On September 30, 2013, Akin Gump billed the Debtors for services rendered in connection with restructuring services and Chapter 11 preparation prepetition in the amount $258,858, which amount was offset against the advance payment retainer. On October 17, 2013, Akin Gump billed the Debtors for services rendered in connection with restructuring services and Chapter 11 preparation prepetition in the amount $557,089, which amount was also offset against the advance payment retainer. On October 21, 2013, Akin Gump received an advance payment retainer of $500,000. On October 29, 2013, Akin Gump received an advance payment retainer of $500,000. Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Rothschild Inc. serves as the Debtors' investment banker, while Kurzman Carson Consultants LLC serves as their claims and noticing agent. MI PUEBLO: Needs More Time to Decide on Headquarters Lease ---------------------------------------------------------- Mi Pueblo San Jose, Inc., entered into a stipulation with Cha Cha Enterprises, LLC, amending the motion to extend the time to assume or reject non-residential real property leases to include the headquarters lease and space rental. As reported by the Troubled Company Reporter on Nov. 1, 2013, Mi Pueblo asked the U.S. Bankruptcy Court for the Northern District of California to extend the time within which it may assume or reject a non-residential real property lease for an additional 90 days through and including Feb. 17, 2013. On Oct. 30, 2013, Mi Pueblo filed an amended motion to extend the time to assume or reject non-residential real property leases to include the omitted headquarters lease and space rental. Mi Pueblo said in the Oct. 30 court filing that in its previous motion, it listed five leases with Cha Cha Enterprises, LLC, and seven sub-leases with Cha Cha for which it seek an extension of time to assume or reject. Mi Pueblo inadvertently omitted a sixth lease and a space rental agreement. The omitted lease is a month- to-month lease between Cha Cha and Mi Pueblo for Mi Pueblo's headquarters at 1775 Story Road, Suite 120 and Suite 170 and the Space Rental Agreement is month-to-month between Cha Cha and Mi Pueblo for an accounting office on the second floor of 1745 Story Road. The parties stipulate that (i) Cha Cha consents to including the Headquarters Lease and Space Rental in the Motion and Amended Motion, and waives any noticing requirements; and (ii) Cha Cha consents to an extension of time to Feb. 17, 2014, for Mi Pueblo to assume or reject the Headquarters Lease and Space Rental. About Mi Pueblo San Jose Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893) in San Jose, California, on July 22, 2013. An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11 protection (Case No. 13-53894) on the same day. The cases are not jointly administered. In its amended schedules, Mi Pueblo disclosed $61,577,296 in assets and $68,735,285 in liabilities as of the Petition Date. Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's general reorganization counsel. The Law Offices of Wm. Thomas Lewis, sometimes doing business as Robertson & Lewis, is the Debtor's special counsel. Avant Advisory Partners, LLC serves as its financial advisors. Bustamante & Gagliasso, P.C. serves as its special counsel. The U.S. Trustee appointed seven members to the Official Committee of Unsecured Creditors. Protiviti Inc. serves as financial advisor. Stutman, Treister & Glatt P.C. serves as counsel to the Committee. MILLER AUTO: Huron Helps Secure New $18MM Revolving Credit Line --------------------------------------------------------------- Huron served as Interim Management and Financial Advisor to Miller Auto Parts & Supply Co. helping it secure an $18,000,000 Revolving Line of Credit provided by First Capital. The financing solution provided the company improved availability to grow the business and execute its turnaround plan. About Miller Auto Parts & Supply Co. Miller Auto Parts & Supply Co. is an auto parts wholesaler and distributor with 27 locations throughout Georgia, Maryland, Pennsylvania, and West Virginia. About Huron Huron -- http://www.huronconsultinggroup.com-- offers the experience and capabilities to assist companies, boards of directors, investors and lenders identify and execute strategies that unleash economic and strategic value. Huron's consultants provide senior level involvement and extensive industry experience to drive economic value. The firm's experienced leadership, management depth and flexible staffing model allow it to efficiently lead projects ranging from middle market to large company assignments. It draws on career experience gathered from operations, lending, investment banking, portfolio and asset management, public accounting and management consulting to provide practical business solutions. MONARCH COMMUNITY: Incurs $754,000 Net Loss in Third Quarter ------------------------------------------------------------ Monarch Community Bancorp, Inc., reported a loss of $754,000 for the quarter ended Sept. 30, 2013, compared to a loss of $615,000 for the same period in 2012. Monarch Community Bancorp also reported net loss available to common shareholders for the first nine months of 2013 of $2.1 million compared to net loss available to common shareholders $1.5 million for the same period a year ago. "We are pleased with the significant progress of the bank, particularly in the successful raising of the $16.5 million in investor funds and the decrease in problem loans. In addition, we are looking forward to the benefits of our planned $1.3 million reduction in annual ongoing expenses, as announced in our October 2, 2013 press release," stated Richard J. DeVries, president and CEO of Monarch Community Bank and Monarch Community Bancorp, Inc. "These accomplishments reflect a disciplined approach to the management of the bank and position us for future growth and profitability." Total assets were $167.9 million at Sept. 30, 2013, compared to $190.3 million at Dec. 31, 2012. A copy of the press release is available for free at: http://is.gd/82gyWl About Monarch Community Coldwater, Michigan-based Monarch Community Bancorp, Inc., was incorporated in March 2002 under Maryland law to hold all of the common stock of Monarch Community Bank, formerly known as Branch County Federal Savings and Loan Association. The Bank converted to a stock savings institution effective Aug. 29, 2002. In connection with the conversion, the Company sold 2,314,375 shares of its common stock in a subscription offering. Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed substantial doubt about Monarch Community's ability to continue as a going concern following the 2011 financial results. The independent auditors noted that the Corporation has suffered recurring losses from operations and as of Dec. 31, 2011, did not meet the minimum capital requirements as established by the regulators. MONTANA ELECTRIC: Fergus Coop Wants Chapter 11 Trustee Removed -------------------------------------------------------------- Fergus Electric Cooperative, Inc., asks the U.S. Bankruptcy Court to terminate the appointment of Lee A. Freeman as the chapter 11 trustee for Southern Montana Electric Generation and Transmission Cooperative, Inc. Fergus said the circumstances which necessitated the appointment of a Chapter 11 Trustee no longer exist. Thus, there is no longer any reason to incur the extraordinary expense of a Chapter 11 Trustee and his professionals in this matter. On November 14, 2011, the Debtor, through counsel Malcolm H. Goodrich, filed its "Joinder with U.S. Trustee on behalf of Debtor for Appointment of Trustee," whereby it consented to the U.S. Trustee's motion for appointment of a trustee. On November 29, 2011, the Court entered its order appointing Lee A. Freeman to serve as the Chapter 11 Trustee pursuant to 11 U.S.C. Sec. 1104(d). Fergus said it is undisputed that the reason the Chapter 11 Trustee was appointed, with the consent of the members of Montana Electric, was that the Board of Trustees for the Debtor (comprised of a representative of each Member) was deadlocked and, thus, could not properly manage the bankruptcy. Apparently the only thing that the Members could agree on was that a case trustee was required. After appointment, the Trustee worked diligently and has, until recently, been a benefit to this proceeding and the Debtor's estate. However, the sole reason for the Trustee's appointment from the start -- deadlock among the Members -- no longer exists. Thus, circumstances have changed, obviating the need for a Chapter 11 Trustee. The Trusteeship should be terminated. Fergus noted that the Members have recently come to unanimous agreement on one matter -- they all agree that the Debtor should be liquidated. Now that the Members are unanimous in their belief that the Debtor should be wound up and liquidated, there is no reason for the Trustee to remain in place. On October 18, 2013, the Members filed the Member Cooperatives' Plan of Liquidation for the Debtor, asking the Court to approve a plan to wind-up and liquidate the Debtor. Ironically, however, the Chapter 11 Trustee is now the one standing in the way of the Debtor exercising its right to liquidate. Indeed, according to Fergus, if the Trustee were not in place, the Debtor would have had the exclusive right to file a Chapter 11 liquidating plan or would have the right to convert this case to a Chapter 7 liquidation. However, instead of allowing the Debtor to liquidate, the Trustee is attempting to force a reorganization on the Debtor that has no possibility of success. Given the factual realities of the situation, it is difficult to comprehend how the Trustee's plan is feasible, as required by 11 U.S.C. Sec. 1129(a)(11). Despite this, the Trustee is plowing ahead with his plan, forcing the Estate to incur millions of unnecessary dollars in cash collateral payments and litigation expenses. From all appearances, Fergus continued, the Chapter 11 Trustee is now marching in lock-step with the secured creditors, Prudential and Woodmen, and is fighting the battles of those secured creditors. Of course, the Members' rate-paying customers are footing the bill for the Trustee to fight against the Members' right to liquidate the Debtor. In an even crueler twist, the Members rate-paying customers are also paying for the attorneys of Prudential. Thus, the rural Montana customers of the Members are footing the bill for two groups of extremely high-cost professionals who are attempting to prevent the Members from exercising their right to liquidate the Debtor. Fergus contends that Prudential and other noteholders are perfectly capable of fighting their battles on their own and there is no reason, at this point, to have the added expense and complication of a Trustee who is attempting to prevent the Members from exercising their right to liquidate. The Trustee should be removed and the Debtor liquidated, whether through confirmation of the Members' liquidating plan, or through a conversion to a Chapter 7 liquidation. The discussion at this point should be about how to best liquidate -- time and money should not be wasted on attempting to force an unfeasible reorganization. Trent M. Gardner, Esq., at Goetz, Baldwin & Geddes, P.C. is the attorney for Fergus Electric. 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. MOONLIGHT BASIN: Regulatory Approval of Asset Sale Sought --------------------------------------------------------- MB MT Owner LLC (Applicant) on September 11, 2013, filed a consolidated application for approval of sale and transfer of membership interest in MT Moonlight Basin Water & Sewer LLC. The sole member and manager of MB MT Owner LLC is MB MT Acquisition LLC (Purchaser), which is controlled by CrossHarbor Capital Partners LLC. MB MT Acquisition has contracted to acquire substantially all of the assets of MT Moonlight Basin Resort LLC (Seller). One of the assets sought to be acquired is the membership interest in MT Moonlight Basin Water and Sewer LLC (MB Water and Sewer), which is a privately owned water and wastewater public utility, operating in the Moonlight Basin Resort area of Big Sky, Montana. MB Water and Sewer presently serves 301 customers. MB MT Owner states that the Bankruptcy Court has ordered the Moonlight Basin Assets be sold. MB MT Owner suggested that regardless of the transfer of membership interest, MB Water and Sewer will not change and shall continue to use the same lines, facilities, and personnel to provide service. MB further states, the Water and Sewer will remain a standalone entity. A copy of MB Water and Sewer's filing is available for inspection at the Public Service Commission (PSC), 1701 Prospect Avenue, P.O. Box 202601, Helena, Montana 59620-2601, and the Montana Consumer Counsel (MCC), 111 North Last Chance Gulch, Suite 1B, P.O. Box^201703, Helena, Montana 59620-1703, telephone (406) 444-2771. The MCC is available and may be contacted to assist and represent the interests of the consuming public in this matter. Any interested person who is directly affected by MB Water and Sewer's filing before the PSC and who wanted to be a party to the docket had the opportunity to file a Petition to Intervene with the PSC no later than Oct. 15, 2013. MB Water and Sewer is represented by: Michael Green, Esq. CROWLEY FLECK PLLP 900 North Last Chance Gulch, Suite 200 Helena, MT 59601 According to an August 2013 report by Jason Bacaj, of the Bozeman Daily Chronicle, CrossHarbor Capital Partners and Boyne Resorts formed a venture to acquire Moonlight. CrossHarbor already acquired the Yellowstone Club and Big Sky Resort. They plan to combine the ski operations of Big Sky Resort and Moonlight to create a ski resort with more than 5,700 skiable acres, 4,350 vertical feet and 23 chairlifts. CrossHarbor and Boyne had partnered earlier in the summer to purchase Big Sky area resort Spanish Peaks out of bankruptcy for $26.1 million. About Moonlight Basin Ennis, Montana-based Moonlight Basin Ranch LP and affiliates Lone Mountain Food & Beverage, LLC, Moonlight Lodge, LLC, Moonlight Golf, LLC, Moonlight Spa, LLC, Moonlight Basin, LLC, and Moonlight Basin Mezz, LLC, each filed for Chapter 11 bankruptcy protection (Bankr. D. Mont. Case Nos. 09-62327 to 09-62332; 09-62334) on Nov. 18, 2009. Craig D. Martinson, Esq., and James A. Patten, Esq., who have offices in Billings, Montana, assisted the Debtors in their restructuring efforts. In its amended schedules, Moonlight Basin Ranch LP disclosed $45,519,089 in assets and $97,407,467 in liabilities as of the petition date. Treeline Springs, LLC, and Mountain Top Construction Company, LLC, filed for Chapter 11 protection (Bankr. D. Mont. Case No. 09-62368, 09-62370) on Nov. 23, 2009. The Debtors, together with their nondebtor affiliates, operated the Moonlight Basin Resort, a ski and golf community situated on more than 8,000 acres of land at the north face of Lone Mountain in Big Sky, Montana, approximately 50 miles from Bozeman, Montana. The Debtors sought bankruptcy protection after Lehman Brothers foreclosed on an outstanding $170 million loan. On Jan. 19, 2012, the Second Amended Joint Chapter 11 Plan of Moonlight Basin Ranch L.P. and its debtor affiliates was declared effective. The Chapter 11 Plan provides for the transfer of substantially all of the Debtors' assets to Lehman Brothers Holdings Inc. and Lehman Commercial Paper Inc. in satisfaction to the Lenders' prepetition secured claims. Alvarez & Marshal, which oversees Lehman's own bankruptcy estate, operated the Resort while it continued to search for a buyer. MOORE FREIGHT: Has Until Jan. 21 to Solicit Plan Votes ------------------------------------------------------ The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the Middle District of Tennessee extended until Jan. 21, 2014, Moore Freight Service, Inc., et al.'s time to solicit acceptances for the Amended Joint Plan of Reorganization dated Sept. 16, 2013. As reported in the Troubled Company Reporter on Oct. 3, 2013, Branch Banking and Trust Company objected to the treatment of its claim, which is grouped in Class 6.3 Claim in the Debtors' Amended Plan. BB&T told the Court that by Agreed Order dated Feb. 12, 2013, stay relief was granted and BB&T took possession of the vehicle and sold the same in a commercially reasonable manner. BB&T amended its Claim on May 10, 2013, to reflect its unsecured deficiency balance due and owing after sale of the vehicle. The unsecured claim is in the sum of $10,751. According to papers filed with the Court, the obligation of Moore Freight to BB&T is guaranteed by Dan R. Moore. Section 10.5 of the Amended Plan, however, prohibits BB&T from collecting sums due and owing from the guarantor Dan R. Moore. BB&T said a plan of reorganization cannot impact a creditor's rights with respect to third-party guarantors of the debtor's obligations to the creditor, unless the creditor consents to such treatment. BB&T cited In re: Monroe Well Serv., Inc., 80 B.R.324, 334-35 (Bankr. E. D. Pa. 1987). Amended Plan The Amended Plan contemplates the continuation of the Debtors' business, payment in full of Allowed Secured Claims, and a fair distribution to unsecured creditors, which distribution Debtor believe far exceeds the amount unsecured creditors would receive in the event of a Chapter 7 liquidation. Each Holder of an allowed unsecured claim in Class 35 will receive its Pro rata share of (i) $80,000 on the Effective Date of the Plan; (ii) $600,000, payable in installments of $50,000 each on July 1 and November 1 of each calendar year beginning in 2014; and (iii) one-third of any additional recovery from Pilot Flying J. Dan Moore and Judith Moore will retain all of their ownership interests in Debtors as consideration for the existing and continuing personal guaranties of several of Debtors' obligations. The ownership interests of SJ Strategic Investments LLC and Norene Nichols (or her heirs) in Moore Freight will be terminated upon Confirmation, unless on or before the Confirmation Date, these remaining equity security holders contribute capital to Moore Freight in a pro rata amount equal to the total debt guaranteed by Dan Moore and Judith Moore, which amounts will be used to fund payments provided for in the Plan. According to the Amended Disclosure Statement, the Debtors' Cash on hand as of the Petition Date and Cash generated from the operation of business after the Petition Date will be sufficient to make all payments due on the Effective Date. Cash generated from the operation of business after the Effective Date, after service of Exit Financing, will generate sufficient cash flow to make all payments due under the Plan. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/moorefreight.doc794.pdf About Moore Freight Service and G.R.E.A.T. Logistics Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and 12-08923) in Nashville on Sept. 28, 2012. Moore Freight is a freight service company specializing in flat gas transportation. Founded in 2001, Moore is the largest commercial flat glass logistics firm in the U.S. It operates in the U.S., Canada and Mexico. GLI does not have any operations other than the limited, occasional freight brokerage services currently provided to Moore Freight. Bankruptcy Judge Keith M. Lundin oversees the cases. Attorneys at Harwell Howard Hyne Gabbert & Manner, P.C., serve as counsel. LTC Advisory Services LLC serves as the Debtor's financial advisors. Moore Freight estimated assets and debts of $10 million to $50 million. CEO Dan R. Moore signed the petitions. Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette Transportation Finance, Inc., are Linda W. Knight, Esq., at Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier, Esq., at Foley & Mansfield PLLP. NASSAU TOWER: FNA and Pro Cap Object to Plan of Reorganization -------------------------------------------------------------- On Oct. 17, 2013, FNA Jersey Lien Services, LLC, and U.S. Bank Cust for Pro Cap III, LLC, each filed objections to the Plan of Reorganization and Disclosure Statement for Nassau Tower Realty, LLC, filed Sept. 27, 2013. FNA, the owner of a tax sale certificate secured by the Debtor's real property commonly known as and located at 704 Howe Street, Point Pleasant, Ocean County, New Jersey, Block 275.01, Lot 17, says the Debtor's Plan of Reorganization and Disclosure Statement fails to provide for payment of FNA's claim and therefore FNA objects to the Plan as proposed. Pro Cap, the owner of a tax sale certificate secured by the Debtor's real property commonly known as and located at 1 Robbins Parkway, Toms River, Ocean County, New Jersey, Block 668, Lot 13, assets that the Debtor's Plan of Reorganization and Disclosure Statement fails to provide for payment of Pro Cap's claim and therefore Pro Cap objects to the Plan as proposed. As reported in the TCR on Oct. 8, 2013, the Plan may provide for the Debtor to reorganize by continuing to operate, to liquidate by selling assets of the estate, or a combination of both. The Plan sets forth four classes of secured creditors. Sovereign Bank will retain its secured claim and its secured claim will be unaffected by the Plan. Likewise, Ocean First Bank will retain its secured claim and its secured claims will be unaffected by the Proponent's Plan. The Plan proposes to pay the secured claim of TD Bank in full from the proceeds of the sale of certain properties subject to its mortgage, and the turn over to TD Bank, for Fair Value Credit, of certain properties subject to the mortgage of TD Bank. In addition, Nassau Tower Holdings, LLC, a co-borrower with the Debtor for the loans from Sovereign Bank and TD Bank, will also be turning over properties to TD for Fair Value Credit. The Debtor proposes that the municipal taxing authorities with liens on properties that are sold or refinanced will be paid from the proceeds of sale and the proceeds of the refinance loans. As to properties which the Debtor turns over to TD Bank the Plan provides that the municipal taxing authorities will retain their liens thereon. General unsecured claims will be paid in full from the proceeds of refinance loans to be obtained by the Debtor. Interest holders will retain their interests in the Debtor. On the Effective Date, the Debtor will deliver deeds to TD Bank for properties to be turned over for Fair Value Credits on or before the Effective Date, the Debtor will sell the properties to be sold and complete the refinance transactions. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nassaurealty.doc71.pdf 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 million to $50 million and debts of $10 million to $50 million. The Debtor is the owner of 17 parcels of real estate. It owns 13 parcels in New Jersey, 3 parcels in Pennsylvania, one parcel in Maine. Most of the properties generate income in the form of rents paid by tenants. The petition was signed by Louis Mercatanti, officer of Nassau Holdings, Inc. NATURAL MOLECULAR: U.S. Trustee Appoints 5-Member Committee ----------------------------------------------------------- Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a five-member Committee of Unsecured Creditors in the Chapter 11 case of Natural Molecular Testing Corporation: 1. AutoGenomics, Inc. Attn: Ken Czaja, Chief Financial Officer 2980 Scott Street Vista, CA 92081 Tel: (760) 477-2248, ext. 302 Fax: (760) 477-2252 E-mail: kczaja@autogenomics.com 2. Camber Health Partners Attn: Stephanie Bloomfield, Attorney GORDON THOMAS HONEYWELL 1201 Pacific Avenue, Suite 2100 Tacoma, WA 98402 Tel: (253) 620-6514 Fax: (253) 620-6565 E-mail: sbloomfield@gth-law.com 3. GenoPath Solutions, LLC Attn: William M. Hancock, Attorney WOLFE, JONES, CONCHIN, WOLFE, HANCOCK & DANIEL, LLC 905 Bob Wallace Avenue Huntsville, AL 35801 Tel: (256) 534-2205 Fax: (256) 519-6691 E-mail: bankruptcy@wolfejones.com 4. Pharmacogenomics Testing, LLC Attn: Charlie Rodkey, President 25806 Lewis Ranch Road New Braunfels, TX 78132 Tel: (210) 218-8610 E-mail: crrodkey@gmail.com 5. Honolulu Blue Ventures Attn: Jim Grossi, Managing Member 25 Ionia SW, Suite 503 Grand Rapids, MI 49503 Tel: (248) 425-3880 E-mail: jgrossi@hbvusa.com Natural Molecular Testing Corp., which provides molecular diagnostic-testing services, including testing for sexually transmitted diseases and screening and counseling about cystic fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle. The closely held company said assets are worth more than $100 million while debt is less than $50 million. Arnold M. Willig, Esq., at Hacker & Willig Inc PS, serves as bankruptcy counsel for the Debtor. NATURAL MOLECULAR: Schedules Filing Deadline Extended to Nov. 20 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington has given Natural Molecular Testing Corp. until Nov. 20, 2013, to file its schedules of assets and liabilities. Natural Molecular Testing Corp., which provides molecular diagnostic-testing services, including testing for sexually transmitted diseases and screening and counseling about cystic fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle. The closely held company said assets are worth more than $100 million while debt is less than $50 million. Arnold M. Willig, Esq., at Hacker & Willig Inc PS, serves as bankruptcy counsel for the Debtor. NEWPAGE HOLDINGS: Reports $21-Mil. Net Income in Third Qtr. ----------------------------------------------------------- NewPage Holdings Inc. on Nov. 7 reported its financial results for the third quarter of 2013. Net income in the third quarter of 2013 was $21 million compared to a net loss of $47 million in the third quarter of 2012. The increase was primarily driven by improved gross margin and lower reorganization items from the prior-year quarter. Net sales in the third quarter of 2013 were $780 million compared to $803 million in the third quarter of 2012, a decline of 3 percent. The decrease was primarily the result of lower sales volume of paper and lower average paper prices, partially offset by improved mix. Operating cash flows in the third quarter of 2013 were $7 million, which included $2 million of bankruptcy-related payments. Operating cash flows in the third quarter of 2012 were $13 million, which included $17 million of bankruptcy-related payments. For the nine months ended September 30, 2013, the company used $16 million of cash in operations, which included $60 million of bankruptcy-related payments. For the nine months ended September 30, 2012, the company used $35 million of cash in operations, which included $51 million of bankruptcy-related payments and a $38 million interest payment on pre-petition debt. Adjusted EBITDA (see Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA below) was $85 million in the third quarter of 2013 compared to $58 million in the third quarter of 2012. "Overall, our third quarter financial results are in line with our expectations," said George F. Martin, president and chief executive officer for NewPage. "A weaker commercial environment was largely offset by reduced controllable costs and lower inflation." NewPage ended the third quarter with $292 million of total liquidity, consisting of $288 million of availability under the revolving credit facility and $4 million of available cash and cash equivalents. "During the third quarter, we maintained a strong liquidity position," said Jay A. Epstein, senior vice president and chief financial officer. "In the fourth quarter, due to the seasonal nature of our business, we expect finished goods inventory to decline. We will continue to focus on managing our working capital." Lower year over year prices reflect the continuing decline in demand for printing and writing paper. As reported by the Pulp and Paper Products Council or PPPC, North American demand for printing and writing papers declined 1.8 percent for the first nine months of the year compared to the same timeframe in 2012. Costs of sales declined during the third quarter on a year over year basis by $63 million. Decreased volume and lower pension, depreciation and maintenance expenses were offset somewhat by inflation. Inflation was lower than expected for the quarter driven largely by lower latex prices and lower wood costs. Basis of Presentation The implementation of the Chapter 11 plan and the application of fresh start accounting materially changed the carrying amounts and classifications reported in the company's consolidated financial statements and resulted in it becoming a new entity for financial reporting purposes. Accordingly, the company's consolidated financial statements for periods prior to December 31, 2012 will not be comparable to its consolidated financial statements as of December 31, 2012 or for periods subsequent to December 31, 2012. References to "Successor" or "Successor Company" refer to NewPage Holdings on or after December 31, 2012, after giving effect to the implementation of the Chapter 11 plan and the application of fresh start accounting. References to "Predecessor" or "Predecessor Company" refer to NewPage prior to December 31, 2012. About NewPage Corp Headquartered in Miamisburg, Ohio, NewPage Corporation was the leading producer of printing and specialty papers in North America, based on production capacity, with $3.6 billion in net sales for the year ended Dec. 31, 2010. NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and Nova Scotia, Canada. NewPage Group, NewPage Holding, NewPage, and certain of their U.S. subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del. Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011. Its subsidiary, Consolidated Water Power Company, is not a part of the Chapter 11 proceedings. Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage Port Hawkesbury Corp., brought a motion before the Supreme Court of Nova Scotia to commence proceedings to seek creditor protection under the Companies' Creditors Arrangement Act of Canada. NPPH is under the jurisdiction of the Canadian court and the court- appointed Monitor, Ernst & Young in the CCAA Proceedings. Initial orders were issued by the Supreme Court of Nova Scotia on Sept. 9, 2011 commencing the CCAA Proceedings and approving a settlement and transition agreement transferring certain current assets to NewPage against a settlement payment of $25 million and in exchange for being relieved of all liability associated with NPPH. On Sept. 16, 2011, production ceased at NPPH. NewPage originally engaged Dewey & LeBoeuf LLP as general bankruptcy counsel. In May 2012, Dewey dissolved and commenced its own Chapter 11 case. Dewey's restructuring group led by Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M. Abelson, Esq., moved to Proskauer Rose LLP. In June, NewPage sought to hire Proskauer as replacement counsel. NewPage is also represented by Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel. Lazard Freres & Co. LLC is the investment banker, and FTI Consulting Inc. is the financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. In its balance sheet, NewPage disclosed $3.4 billion in assets and $4.2 billion in total liabilities as of June 30, 2011. The Official Committee of Unsecured Creditors selected Paul Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt & Taylor, LLP to act as its Delaware and conflicts counsel. An affiliate, Newpage Wisconsin System Inc., disclosed $509,180,203 in liabilities in its schedules. NewPage successfully completed its financial restructuring and has officially emerged from Chapter 11 bankruptcy protection pursuant to its Modified Fourth Amended Chapter 11 Plan, confirmed on Dec. 14, 2012, by the U.S. Bankruptcy Court for the District of Delaware in Wilmington. NEXT 1 INTERACTIVE: Appointment of President and COO Ratified ------------------------------------------------------------- The appointment of Deborah Linden, age 58, as the president, chief operating officer and a director of Next 1 Interactive, Inc., and the chief operating officer and a director of Realbiz Media Group Inc., was ratified by the Board of Directors of the Company and the Board of Directors of Realbiz and in connection with her appointment, Ms. Linden entered into a three-year employment agreement with Next 1 Interactive and Realbiz. Pursuant to the Linden Agreement, Ms. Linden will be entitled a monthly payment of $5,000 cash and $12,000 in stock (30,000 shares of the Company's Series C Preferred Stock and 600,000 of the Company's shares of common stock) for the first 90 days after the date of the Linden Agreement and thereafter if the parties determine to continue the Agreement she will receive an annual base salary for the first year of $200,000, increasing to $250,000 in the second year. Ms. Linden will be issued a bonus of up to 2 percent of the consolidated EBITDA of the two companies up to a maximum of $150,000 paid in shares of the Company's stock for each year of the Agreement, such bonus earned at the end of each year. The Linden Agreement also includes confidentiality obligations, non- compete and non-solicitation provisions. If Ms. Linden's employment is terminated for any reason, she or her estate as the case may be, will be entitled to receive the accrued base salary, vacation pay, expense reimbursement, bonus and any other entitlements accrued by her through the date of termination to the extent not previously paid; provided, however, that if her employment is terminated (1) by the Company other than for Cause, disability or death or by Ms. Linden for Good Reason then the Company will continue to pay her the Accrued Obligation for a period of 90 days (2) by reason of her death then the Company will continue to pay the Accrued Obligations through the date of death or (3) by reason of Disability, then the Company will continue to pay her Accrued Obligations earned through the calendar month of the termination . Deborah Linden, 58, co-founded Island One Resorts in 1981 and served as CEO of the timeshare development and management company until its sale in 2011 and continued as a consultant through the transition until October 2013. At its height, the $100 million annual company had a 1,250 person staff; over 65,000 vacation owners; a points-based vacation club; 12 homeowners associations; and nine resorts throughout Florida and the Caribbean. An active volunteer to the American Resort Development Association (ARDA), she has spearheaded many timeshare industry initiatives in the arenas of legislation, sales, marketing, ethics and education. Her leadership includes over 20 years on the Board of Directors; 10 years on the Board Executive Committee; Chairman of the Board from 1993-1995; and Chairman of the Vacation Timesharing Council from 1990-1993. Ms. Linden's contributions to business development and community outreach have been recognized with numerous awards, including ARDA's 2000 Circle of Excellence Lifetime Achievement; Ernst & Young 2006 Entrepreneur of the Year, Florida Real Estate & Construction; and Dynetech-Crummer 2006 Entrepreneur of the Year, $50+ million category. Ms. Linden is Chairman of the Board of DL Foundation, which performs community outreach initiatives benefiting children's charities, the community, disaster victims and families in crisis. Effective Oct.29, 2013, Phil Bliss resigned as the Company's chief information officer and director. About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip -- its travel division, and Next One Realty -- its real estate division. The Company is positioning itself to emerge as a multi revenue stream "Next Generation" media-company, representing the convergence of TV, mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The Company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of multi- system operators the Company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the Company operates the Home Tour Network through its minority owned/joint venture real estate partner -- RealBiz Media. As of July 17, 2012, the Home Tour Network features over 4,300 home listings in four cities on the Cox Communications network. Next 1 Interactive disclosed a net loss attributable to the Company of $4.19 million on $987,115 of total revenues for the year ended Feb. 28, 2013, as compared with a net loss attributable to the Company of $13.65 million on $1.29 million of total revenues for the year ended Feb. 29, 2012. The Company's balance sheet at Aug. 31, 2013, showed $4,218,292 in total assets, $17,299,426 in total liabilities, and stockholders' deficit of $13,081,134. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2013. The independent auditors noted that the Company has incurred losses of $4,233,102 for the year ended Feb. 28, 2013, and the Company had an accumulated deficit of $71,193,862 and a working capital deficit of $13,371,094 at Feb. 28, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws," according to the Company's annual report for the year ended Feb. 28, 2013. NNN 3500: Counsel Hires Appraisal Unlimited as Expert ----------------------------------------------------- NNN 3500 Maple 26 LLC and its debtor-affiliates are asking the Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the Northern District of Texas to authorize the Debtors' counsel, Andrews Kurth LLP, to retain Appraisals Unlimited as an appraisal expert. Appraisals Unlimited will, among other things, appraise the value of the Debtors' property on behalf of Andrews Kurth and provide report to Andrews Kurth summarizing such appraisal. Appraisals Unlimited will be paid an aggregate sum of $1,750 payable by Andrews Kurth out of the retainer fee it held in these Chapter 11 cases. George E. Jordan, partner of Appraisals Unlimited, assured the Court that the 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 Court will hold a hearing on the engagement on Nov. 19, 2013, at 2:00 p.m. Appraisals Unlimited can be reached at: George E. Jordan Appraisals Unlimited 1439 Waterside Dr Dallas, TX 75218 Tel: (214) 320-5906 About NNN 3500 NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale presides over the case. Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas, represent the Debtor as counsel. NNN 3500: Taps Mubeen Aliniazee as CRO -------------------------------------- NNN 3500 Maple 26 LLC and its debtor-affiliates seek authorization from the Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the Northern District of Texas to employ Mubeen M. Aliniazee as chief restructuring officer, nunc pro tunc to Aug. 29, 2013. Mr. Aliniazee has been serving as the CRO of each Debtor in order to assist the Debtors in the management of these Chapter 11 cases. Among other things, Mr. Aliniazee has assisted the Debtors with: (a) the preparation of each Debtor's petition, and related filings, statement of financial affairs and schedule of assets and liabilities; (b) the preparation of numerous motions and other pleadings in connection with these Chapter 11 cases; and (c) the Debtors' meetings with the U.S. Trustee and creditors. Mr. Aliniazee will be paid a flat fixed fee of $2,500 per Debtor, which shall be payable by the Debtors' upon the confirmation of a Chapter 11 plan in these Chapter 11 cases, without the necessity of a fee application. Such flat fee arrangement shall cover all of the time and expenses incurred by Mr. Aliniazee in connection with his services as CRO of each Debtor. Mr. Aliniazee, manager of Commercial Workout Consulting, LLC, assured the Court that the 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 Court will hold a hearing on the engagement on Nov. 19, 2013, at 2:00 p.m. Mr. Aliniazee can be reached at: Mr. Mubeen M. Aliniazee COMMERCIAL WORKOUT CONSULTING, LLC 8083 E Michelle Dr Scottsdale, AZ 85255-5424 About NNN 3500 NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale presides over the case. Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas, represent the Debtor as counsel. NNN 3500: CWCapital Wants Chapter 11 Cases Dismissed ---------------------------------------------------- U.S. Bank National Association, as Trustee, successor-in-interest to Bank of America, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass- Through Certificates, Series 2006-C23, by and through CWCapital Asset Management LLC, solely in its capacity as Special Servicer, asks the Bankruptcy Court to dismiss the jointly administered Chapter 11 bankruptcy cases of NNN 3500 Maple 26, LLC, and its affiliates. On or about Dec. 27, 2005, Wachovia Bank, National Association made a loan in the original principal amount of $47,000,000 to NNN 3500 Maple, LLC, and NNN 3500 Maple VF 2003, LLC. The Loan is evidenced by a Promissory Note dated as of Dec. 27, 2005. The Note is secured by a Deed of Trust, Security Agreement and Fixture Filing dated as of Dec. 27, 2005, which was recorded in the Official Records of the Dallas County Clerk's Office on Jan. 9, 2006, as Instrument Number 200600008238, encumbering an 18-story office building located at 3500 Maple Avenue, Dallas Texas. According to the Debtors, the Property is owned by 33 tenant in common entities, including the Debtors and Maple 26 (collectively, the "TIC Investors"). Each of the TIC Investors is obligated under the Note and holds a percentage ownership interest in the Property. The Debtors collectively hold an 80.38 percent interest in the Property. The TIC Investors are in default under the Loan Documents as a result of, among other things, the failure to make the monthly debt service payment due on Oct. 11, 2012. The Debtors are jointly and severally liable for the entire amount due under the Note and the related Loan Documents. CWCapital asserts that the bankruptcy case was filed to delay the Dec. 4, 2012 foreclosure of the Property. According to CWCapital, the bankruptcy cases should be dismissed for lack of good faith and a Chapter 11 plan in the Debtors' cases cannot be confirmed in a case filed by fewer than all of the TIC Investors. CWCapital maintains dismissal is in the best interest of the creditors bacause: (i) there are no assets available to distribute to any unsecured creditor; (ii) there are no rights that would be lost if the case is dismissed rather than converted; and (iii) dismissal would maximize the estate's value because it would avoid the costs associated with a complicated no- asset Chapter 7 bankruptcy case. "Given the serial filings employed by the Debtors to delay foreclosure and the obvious accompanying bad faith, the Bankruptcy Case should be dismissed, with prejudice to re-filing for 180 days," CWCapital tells the Court. Attorneys for CWCapital are: Frederick W. H. Carter, Esq. Gregory A. Cross, Esq. Christopher R. Mellott, Esq. VENABLE LLP 750 E. Pratt Street, Suite 900 Baltimore, Maryland 21202 Tel: (410) 244-7400 Fax: (410) 244-7742 E-mail: crmellott@venable.com fwcarter@venable.com - and - Steven R. Smith, Esq. PERKINS COIE LLP 2001 Ross Avenue, Suite 4225 Dallas, Texas 75201 Tel: (214) 965-7702 Fax: (214) 965-7752 E-mail: SteveSmith@perkinscoie.com A hearing on this matter will be held on Nov. 19, 2013, at 2:00 p.m. About NNN 3500 NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale presides over the case. Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas, represent the Debtor as counsel. NNN 3500: CWCapital Wants Stay Lifted to Enforce Rights ------------------------------------------------------- U.S. Bank National Association, as Trustee, successor-in-interest to Bank of America, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass- Through Certificates, Series 2006-C23, by and through CWCapital Asset Management LLC, solely in its capacity as Special Servicer, asks the Bankruptcy Court to lift the automatic stay under Section 362(a) of the Bankruptcy Code to allow the Trust to enforce its rights and remedies against the Property as provided for in the Loan Documents and applicable law. On or about Dec. 27, 2005, Wachovia Bank, National Association made a loan in the original principal amount of $47,000,000 to NNN 3500 Maple, LLC, and NNN 3500 Maple VF 2003, LLC. The Loan is evidenced by a Promissory Note dated as of Dec. 27, 2005. The Note is secured by a Deed of Trust, Security Agreement and Fixture Filing dated as of Dec. 27, 2005, which was recorded in the Official Records of the Dallas County Clerk's Office on Jan. 9, 2006, as Instrument Number 200600008238, encumbering an 18-story office building located at 3500 Maple Avenue, Dallas Texas (the "Property"). According to the Debtors, the Property is owned by 33 tenant in common entities, including the Debtors and Maple 26 (collectively the "TIC Investors"). Each of the TIC Investors is obligated under the Note and holds a percentage ownership interest in the Property. The Debtors collectively hold an 80.38 percent interest in the Property. The TIC Investors are in default under the Loan Documents as a result of, among other things, the failure to make the monthly debt service payment due on Oct. 11, 2012. The Debtors are jointly and severally liable for the entire amount due under the Note and the related Loan Documents. According to CWCapital, the Trust is entitled to stay relief because the Debtors lack equity in the Property and the Property is not necessary for an effective reorganization that is reasonably in prospect. Moreover, CWCapital maintains that the Debtor filed the Bankruptcy Case in bad faith. "By filing the Bankruptcy Case, the Debtors are providing the non- debtor TIC Investors the benefits of the automatic stay without themselves filing for bankruptcy protection and subjecting themselves and their assets and liabilities to the jurisdiction of this Court. This is contrary to the purposes of the Bankruptcy Code and constitutes grounds for relief from the automatic stay," CWCapital asserts. A hearing on this matter is scheduled for Nov. 19, 2013, at 2:00. About NNN 3500 NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale presides over the case. Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas, represent the Debtor as counsel. NNN 3500: CWCapital Objects to FAST-TRAK's Lift Stay Motion ----------------------------------------------------------- U.S. Bank National Association, as Trustee, successor-in-interest to Bank of America, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass- Through Certificates, Series 2006-C23, by and through CWCapital Asset Management LLC, solely in its capacity as Special Servicer, is opposing the motion to modify stay to file mechanics and materials lien filed by FAST-TRAK Construction, Inc. The Debtors are indebted to the Trust pursuant to a Promissory Note dated as of Dec. 27, 2005, which evidences a loan in the original principal amount of $47 million. The Note is secured by, among other things, a Deed of Trust, Security Agreement and Fixture Filing dated as of Dec. 27, 2005, which was recorded in the Official Records of the Dallas County Clerk's Office on Jan. 9, 2006, as Instrument Number 200600008238, encumbering an 18-story office building located at 3500 Maple Avenue, Dallas Texas. Pursuant to, among other things, the Deed of Trust, the Trust has held its first priority lien in and security interest on the Property since 2005. According to the Debtors, the Property is owned by 33 tenant in common entities, including the Debtors (the "TIC Investors"). Each of the TIC Investors is obligated under the Note and holds a percentage ownership interest in the Property. The Debtors collectively hold an 80.38 percent interest in the Property. FAST-TRAK asserts that it performed build-out services in the amount of $52,991 pursuant to a contract dated June 4, 2013, that it entered with TIC Properties, LLC, as agent for the TIC Investors. CWCapital contends the relief requested is unnecessary, legally meaningless and the Court should therefore deny the Motion. Alternatively, any order granting the Motion should unequivocally decree that FAST-TRAK's lien is junior and subordinate to the Trust's first-priority lien in and security interest in the Property, CWCapital adds. "FAST-TRAK is requesting relief from the stay to perform an act that will have no effect on the character of its claim and will grant it no greater rights against the Property, Maple 26 or any of the other TIC Investors than it already has," CWCapital tells the Court. About NNN 3500 NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District Of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale presides over the case. Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas, represent the Debtor as counsel. NORTH MOUNTAIN COMMERCIAL: Trustee's Sale Set for Dec. 6 -------------------------------------------------------- Real and personal properties of North Mountain Commercial Center LLC will be sold to the highest bidder at a public auction set for Dec. 6, 2013, at 10:00 a.m. The auction will be held at the law offices of Quarles & Brady LLP in Phoenix, Arizona. North Mountain Commercial Center is based in Beverly Hills, California. The assets to be sold are located at 13615 North 35th Avenue, Phoenix, Arizona 85029, and include a portion of The Northwest Quarter, buildings, certain contracts and rights. The assets serve as collateral of Coastline RE Holdings Corp. of Los Angeles, California, with respect to debt in the original principal balance of $2,071,720. The trustee for the assets is John S. Craiger, Esq., at Quarles & Brady LLP. The trustee and his counsel may be reached at: John S. Craiger, Esq. Elizabeth A. Hibbs, Esq. QUARLES & BRADY LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 Tel: 602-229-5200 E-mail: Elizabeth.hibbs@quarles.com NORTHERN BEEF: Sale Hearing Scheduled for Nov. 14 ------------------------------------------------- The Hon. Charles L. Nail, Jr., bankruptcy judge for the U.S. Bankruptcy Court for the District of South Dakota, granted in part and denied in part Northern Beef Packers Limited Partnership's sale motion, as it relates to the procedures for the solicitation of bids. The Debtor sought to sell its operating assets, free and clear of liens, claims, encumbrances, and interest for a purchase price of $12,500,000, or such higher amount as may be bid at the auction. White Oak Global Advisors, LLC, in its capacity as agent for the Debtor's senior secured prepetition lenders, is deemed a qualified bidder and may make a combination bid of credit and cash. The auction will be held at 1:15 p.m. on Dec. 5, 2013, in the assigned courtroom, U.S. Courthouse, 400 South Phillips Avenue, Sioux Falls, South Dakota. Bids will be accepted from Qualified Bidders. The bidding will begin at $12,750,000. Any Qualified Bidder may raise that bid and subsequent bids in increments of $250,000. A hearing to consider approval of the Sale Motion is scheduled for Nov. 14, 203. Any party wishing to become a qualified bidder entitled to participate in the auction will, among other things: i. execute and provide to the Court, not later than the time of the auction, a written statement that: A. the bidder makes a cash bid of not less than $12,750,000; B. the bidder has the financial wherewithal to timely close the sale; C. the bidder will complete, at its own expense, any regulatory filings that may be required under applicable law in connection with the Sale; D. the bidder has not colluded, and will not collude, with any other party with respect to the Auction or the Sale; and E. sets forth any affiliation between the bidder and any person or entity with business operations that relate to the operation of any "packer," as defined in the Packers and Stockyards Act, 1921. ii. provide a copy of any necessary resolutions approving the bidder's purchase of the Operating Assets and identifying individuals authorized to appear on behalf of and act for the bidder for all purposes related to the auction and the sale; and iii. make, before Dec. 5, 2013, a deposit of $1,275,000 in the form of a wire transfer to a bank account specified by the Debtor and the U.S. Trustee and provide a written proof to the Court at the Auction OR bring to the Auction a certified check for $1,275,000 from an FDIC-insured institution. Bid Procedures opposed Prior to the entry of the Court's order, Zhou Yan and Zhang Xuening, direct creditors of the Debtor, and the Ad Hoc Committee of EB-5 Investors, of which Zang and Zhou are members, filed an objection to the portion of the "Bid Procedures" of the sale motion. The EB-5 Committee Members assert that the $12.75 million purchase price is shockingly low. In addition to the minimum price concerns, grave concerns also arise from questions about the $24 million "Yield Maintenance" add-on to White Oak's claim and from multiple refusal by White Oak, the Official Trade Committee, and the Debtor to clarify the issue. The EB-5 Committee Members also expressed concerns over about White Oak's right to credit bid. The EB-5 Committee Members seek to reserve their right to object to or raise any matter regarding the Debtor's selection of the Successful Bidder, following the Auction, including raising any matter regarding whether or not the party selected by the Debtor presented the "highest and best" bid for the Debtor's assets based on the interest of the EB-5 Committee Members and the Debtor's estate. In a separate filing, Limited Partner Gao Changchun (GC), which holds proxies of several partners in SDIF Limited Partnership (LP6), objects to the credit bid aspect of the bid procedures proposed by the Debtor on three primary grounds: (1) The Subordination Agreement under which LP6 allegedly subordinated its approximately $35 million obligation to White Oak to the extent of $40-45 million appears to be invalid. (2) White Oak's claim, if superior to LP6's lien, is subject to avoidance to the extent of all sums beyond the reasonably valuable consideration that White Oak granted. (3) White Oak has not pointed the Court or the parties to the language in its voluminous loan documents that provides for a "yield maintenance" charge of $24,195,098 added to the loan. GC asserts that to allow White Oak to credit bid would be premature and would predetermine resolution of these issues in favor of White Oak. 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. ORMET CORP: Can Continue Operations Through Month's End ------------------------------------------------------- Stephanie Gleason, writing for DBR Small Cap, reported that a bankruptcy judge on Nov. 8 allowed Ormet Corp. to continue minimal operations through the end of November as it attempts to complete a sale of its Burnside, La., facility. According to the report, absent that decision from Judge Mary Walrath of the U.S. Bankruptcy Court in Wilmington, Del., Almatis Inc. could have backed out of its offer to purchase the Burnside facility for $37 million. The sale of that facility would preserve more than 200 jobs and begin to repay the bankruptcy loan provided to Ormet to fund its Chapter 11 case. That sale could close by the end of the month. Judge Walrath approved a budget that will permit Ormet to continue to pay some expenses as they come due, which will support an orderly winddown of the company and preventing a forced immediate shut down, the report said. She declined for now to convert the case to a Chapter 7 liquidation, which would have placed a trustee in control of the company going forward. The budget drew ire from several creditor groups because it doesn't address payment of approximately $20 million in administrative claims, the report said. American Electric Power Co. is only being paid on a go-forward basis for power drawn since Oct. 31 under the terms of the approved budget, the report further related. AEP won't be paid under this interim budget for power bills for July, September and October totalling approximately $10 million. About Ormet Corp. Aluminum producer Ormet Corporation, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on Feb. 25, 2013, with a deal to sell the business to a portfolio company owned by private investment funds managed by Wayzata Investment Partners LLC. Headquartered in Wheeling, West Virginia, Ormet -- http://www.ormet.com/-- is a fully integrated aluminum manufacturer, providing primary metal, extrusion and thixotropic billet, foil and flat rolled sheet and other products. Ormet disclosed assets of $406.8 million and liabilities totaling $416 million. Secured debt of about $180 million includes $139.5 million on a secured term loan and $39.3 million on a revolving credit. Affiliates that separately filed Chapter 11 petitions are Ormet Primary Aluminum Corporation; Ormet Aluminum Mill Products Corporation; Specialty Blanks Holding Corporation; and Ormet Railroad Corporation. Ormet emerged from a prior bankruptcy in April 2005. Lender Wayzata Investment Partners LLC is among existing owners. Others are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund. In the 2013 case, Ormet is represented in the case by Morris, Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq., Patrick D. Burns, Esq. Kurtzman Carson Consultants is the claims and notice agent. Evercore's Lloyd Sprung and Paul Billyard serve as investment bankers to the Debtor. An official committee of unsecured creditors was appointed in the case in March 2013. The Committee is represented by Rafael X. Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S. Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler LLP. OVERLAND STORAGE: Has Investor Call on Tandberg Transaction ----------------------------------------------------------- Overland Storage, Inc., entered into an Acquisition Agreement with Tandberg Data Holdings S.a r.l., a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg and Tandberg shareholders FBC Holdings S.a r.l. and Tandberg Data Management S.a r.l. The Acquisition Agreement contemplates a series of transactions pursuant to which the Company will acquire from the Tandberg shareholders all of the capital stock of Tandberg. If the Acquisition is completed, Tandberg will become a wholly-owned subsidiary of the Company. In connection with the Acquisition, the Company conducted an investor conference call on Nov. 1, 2013, at 4:30 p.m. ET (1:30 p.m. PT) to discuss the Acquisition. A transcript of the conference call is available for free at http://is.gd/GJwQFD About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. Overland Storage incurred a net loss of $19.64 million on $48.02 million of net revenue for the fiscal year ended June 30, 2013, as compared with a net loss of $16.16 million on $59.63 million of net revenue during the prior fiscal year. The Company's balance sheet at June 30, 2013, showed $31.40 million in total assets, $41.69 million in total liabilities and a $10.29 million total shareholders' deficit. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013, citing recurring losses and negative operating cash flows which raise substantial doubt about the Company's ability to continue as a going concern. PANACHE BEVERAGE: Reincorporates as a Delaware Corporation ---------------------------------------------------------- Pursuant to the Agreement and Plan of Merger, dated as of Oct. 29, 2013, by and between, Panache Beverage, Inc., a Florida corporation and Panache Beverage, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, effective as of Oct. 29, 2013, the Company merged with and into Panache, with Panache being the surviving entity. As a result of the Reincorporation Merger, the legal domicile of the Surviving Corporation is now Delaware. The Merger Agreement and Reincorporation Merger were duly approved by the Company's board of directors and by the written consent of the holders of a majority of the Company's outstanding capital stock entitled to vote thereon. Pursuant to the terms of the Merger Agreement, (i) the Company merged with and into Panache, with Panache being the Surviving Corporation; (ii) Panache succeeded to the ownership of all of the Company's assets, has the rights, power and privileges and assumed all of the obligations of the Company; (iii) the Company's existing directors and officers became the directors and officers of Panache; and (iv) the certificate of incorporation and by-laws of Panache now govern the Surviving Corporation. In connection with the Reincorporation Merger, the number of authorized shares of common stock was decreased to 100,000,000 shares of common stock, par value of $.001 per share. At the effective time of the Reincorporation Merger, each outstanding share of the Company's common stock, $.001 par value, automatically was converted into one share of common stock of Panache, $.001 par value. Shareholders are not required to exchange their existing stock certificates, which now represent an equivalent number of shares of Panache common stock. Shareholders wishing to exchange their stock certificates should to send them to Guardian Registrar & Transfer, Inc., Exchange Processing, 7951 SW 6 Street, Suite 216, Plantation, FL, 33324 and should use insured couriers for the return of their certificates. The Reincorporation Merger did not result in any change in the business of the Company and the Surviving Corporation continues to maintain its principal offices at 150 Fifth Avenue, 3rd Floor, New York, New York 10011. The common stock of the Surviving Corporation continues to trade on the OTCQB market under the symbol "WDKA" and the securities of the Surviving Corporation continue to be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, by virtue of Rule 12g-3 of the Exchange Act. Loan Agreement Amendment On Oct. 29, 2013, Panache entered into a Second Amendment to the Amended and Restated Loan Agreement with Consilium Corporate Recovery Master Fund, Ltd. Prior to the Reincorporation Merger, the Company, its affiliates and subsidiaries had entered into previous loan transactions with Consilium, dated Dec. 21, 2012, May 9, 2013, and Sept. 4, 2013, respectively, under which the Company and its affiliates borrowed an aggregate of $7,500,000, secured by certain assets and common stock. Pursuant to the Second Amendment, Panache, as successor by merger to the Company, reconfirmed that it is the "Borrower" under the Previous Loan for all purposes and reconfirmed its obligations under the Previous Loan and that those obligations under said Previous Loan are in full force and effect. In connection with the Second Amendment Panache entered in a First Amendment to Amended and Restated Trademark Assignment and Security Agreement with the Lender, whereby Panache reconfirmed that it is the "Borrower" under the Previous Loan, including that certain Amended and Restated Loan Trademark Assignment and Security Agreement with the Lender, and the other signatories to the Amended Trademark Assignment reconfirmed their guarantees under Previous Loan and that such obligations under said Previous Loan are in full force and effect. Modification to Rights of Security Holders As a result of the Reincorporation Merger, each outstanding share of Company common stock, $.001 par value, has been automatically converted into one share of Panache common stock, par value $.001. Upon completion of the Reincorporation Merger, each outstanding certificate representing Company common stock is deemed, without any action by the shareholder, to represent the same number of share of Panache common stock. Shareholders do not need to exchange their stock certificates as a result of the Reincorporation Merger. Shareholders wishing to exchange their stock certificates should to send them to Guardian Registrar & Transfer, Inc., Exchange Processing, 7951 SW 6 Street, Suite 216, Plantation, FL 33324 and should use insured couriers for the return of their certificates. Prior to the effective date of the Reincorporation Merger, the Company's corporate affairs were governed by the corporate laws of Florida. The rights of its shareholders were subject to its Articles of Incorporation, as amended, and its By-laws. As a result of the Reincorporation Merger, holders of the Company common stock are now holders of Panache common stock, and their rights as holders are governed by the General Corporation Law of Delaware and the Delaware Certificate and Delaware By-laws. A copy of the Agreement and Plan of Merger is available at: http://is.gd/moI2Pq About Panache Beverage New York-based Panache Beverage, Inc., specializes in the strategic development and aggressive early growth of spirits brands establishing its assets as viable and attractive acquisition candidates for the major global spirits companies. Panache builds its brands as individual acquisition candidates while continuing to develop its pipeline of new brands into the Panache portfolio. The Company's balance sheet at March 31, 2013, showed $2.7 million in total assets, $6.0 million in total liabilities, and a stockholders' deficit of $3.3 million. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed substantial doubt about the Company's ability to continue as a going concern, following its audit of the Company's financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has negative working capital, and has incurred losses from operations. PATRIOT COAL: Court Schedules Dec. 17 Plan Confirmation Hearing --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri has approved the Disclosure Statement explaining Patriot Coal Corp., et al.'s Joint Chapter 11 Plan of Reorganization. Oct. 30, 2013, at 5:00 p.m. is established as the Voting Record Date for determining (a) the creditors who are entitled to vote on the Plan and (b) in the case of non-voting classes, the creditors and interest holders that are to receive certain informational materials. The voting deadline is 4:00 p.m. on Dec. 10, 2013. The confirmation hearing will be held at 9:00 a.m. on Dec. 17, 2013. 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. Houlihan Lokey 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 Corp., et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. A Third Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement was filed on Nov. 4, 2013. PATRIOT COAL: Incurs $124.9-Mil. Net Loss in Third Quarter ---------------------------------------------------------- Patriot Coal Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $124.9 million on $326.1 million of total revenues for the three months ended Sept. 30, 2013, compared with a net loss of $215.9 million on $448.2 million of total revenues for the three months ended Sept. 30, 2012. The Company reported a net loss of $340.5 million on $1.088 billion of total revenues for the nine months ended Sept. 30, 2013, compared with a net loss of $645.6 million on $1.485 billion of total revenues for the nine months ended Sept. 30, 2012. The Company's consolidated balance sheet at Sept. 30, 2013, showed $3.509 billion in total assets, $3.954 billion in total liabilities, and a stockholders' deficit of $444.6 million. A copy of the Form 10-Q is available at http://is.gd/riM8lh 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. Houlihan Lokey 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 Corp., et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. A Third Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement was filed on Nov. 4, 2013. PATRIOT COAL: Inks Settlement Agreements With Peabody and Arch -------------------------------------------------------------- In a regulatory Form 8-K filing Friday, Patriot Coal Corp. and its affiliates report that Patriot has entered into material definitive agreements with Peabody Energy Corporation and its affiliates, Arch Coal, Inc., and its subsidiaries and affiliates, and a backstop rights purchase agreement with the Backstop Parties identified as such in the backstop rights agreement. Peabody Settlement Agreement On Nov. 6, 2013, the U.S. Bankruptcy Court for the Eastern District of Missouri approved, on the record, the settlement agreement entered into on Oct. 24, 2013, among Patriot Coal Corporation and its affiliates, Peabody Energy Corporation and its affiliates and the United Mine Workers of America (the "UMWA"), on behalf of itself and certain employees and retirees represented by the UMWA, resolving various disputes among the three parties (the "Peabody Settlement"). The Bankruptcy Court entered the order approving the Peabody Settlement on Nov. 7, 2013. As part of the Peabody Settlement, Peabody agreed to, among other things, (i) provide $310 million to the Voluntary Employee Benefit Association (the "VEBA") that will assume obligations to provide healthcare benefits to certain retirees represented by the UMWA; (ii) issue and replace, as applicable, $126 million of letters of credit; and (iii) provide credit support for Patriot's federal black lung obligations. The Peabody Settlement also provides for broad mutual releases of claims and causes of action among the parties. The Peabody Settlement is subject to certain conditions, including the satisfaction of certain minimum liquidity standards by Patriot and the effectiveness of Patriot's plan of reorganization and may be terminated if a plan of reorganization that is consistent with the Peabody Settlement is not effective by March 31, 2014. Arch Coal Settlement On Nov. 6, 2013, the Bankruptcy Court approved, on the record, the settlement agreement entered into on Oct. 23, 2013, between Patriot and the affiliates with which Patriot's Chapter 11 case is being jointly administered and Arch Coal, Inc. and its subsidiaries and affiliates resolving various disputes between the parties (the "Arch Settlement"). The Bankruptcy Court entered the order approving the Arch Settlement on Nov. 7, 2013. As part of the Arch Settlement, Arch agreed to (i) provide $5 million of cash to Patriot; (ii) purchase Patriot's South Guffey reserve for $16 million; and (iii) relieve Patriot of the obligation to post $16 million of letters of credit for the next two years. The Arch Settlement provides for broad mutual releases of claims and causes of action among the parties, is conditioned upon the effectiveness of Patriot's plan of reorganization and will terminate if a plan of reorganization that is consistent with the Arch Settlement is not effective by March 31, 2014. Backstop Commitment Agreement On Nov. 6, 2013, the Bankruptcy Court approved, on the record, the backstop rights purchase agreement entered into on Nov. 4, 2013, between the Debtors and the Backstop Parties, and consented to by the Official Committee of Unsecured Creditors appointed in the Chapter 11 case and the UMWA, which sets forth the terms of the Backstop Parties' commitments, the rights offerings and related financing transactions (the "Backstop Rights Purchase Agreement") as contemplated by the Debtors' Third Amended Plan of Reorganization filed with the Bankruptcy Court on Nov. 4, 2013. The Bankruptcy Court entered the order approving the Backstop Rights Purchase Agreement on Nov. 7, 2013. Subject to certain conditions, Knighthead Capital Management, LLC, has committed to purchase, for the applicable subscription price, all of the notes and warrants that are not purchased in the rights offerings up to an aggregate subscription price of $250,025,000. The proceeds from the rights offerings will be used toward the consummation of the Plan of Reorganization. In exchange for the backstop commitment, Patriot has agreed to distribute to Knighthead (and any of the other Backstop Parties under the Backstop Rights Purchase Agreement, in accordance with their backstop commitment percentage) rights to purchase up to 40% of the notes offered in the rights offerings and up to 40% of the warrants offered in the rights offerings, in the aggregate, for an aggregate subscription price of $100,010,000. The transactions contemplated by Backstop Rights Purchase Agreement are subject to, among other things, (i) the Debtors entering into definitive documentation for the exit financing facilities; (ii) Patriot satisfying certain minimum liquidity standards; and (iii) the VEBA having been funded with the amount contemplated by the Backstop Rights Purchase Agreement to be funded on the effective date of the Plan of Reorganization. Notwithstanding approval by the Bankruptcy Court, the Backstop Rights Purchase Agreement may be terminated by the Backstop Parties if (i) there has been a material adverse change since Oct. 9, 2013; (ii) the Bankruptcy Court enters an order confirming a plan of reorganization other than the Plan of Reorganization; (iii) the Debtors breach any representation, warranty or covenant in the Backstop Rights Purchase Agreement in any material respect, or it shall be reasonably apparent that the Debtors shall be unable to satisfy each of the conditions to closing on or before the effective date of the Plan of Reorganization, and such failure or inability remains uncured or continues for a period of ten business days following delivery of written notice thereof to the Debtors by the Backstop Parties; (iv) the Debtors enter into or seek Bankruptcy Court authority to enter into an alternative transaction; or (v) the effective date of the Plan of Reorganization shall not have occurred by Dec. 31, 2013. A copy of the Peabody Settlement is available at: http://is.gd/fqZ9xe A copy of the Arch Settlement is available at: http://is.gd/PblcmM A copy of the Backstop Rights Purchase Agreement is available at: http://is.gd/6jv6Ee 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. Houlihan Lokey 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 Corp., et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. A Third Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement was filed on Nov. 4, 2013. PATRIOT COAL: Expects to Emerge from Bankruptcy in December ----------------------------------------------------------- In a press release, Patriot Coal Corporation announced that the U.S. Bankruptcy Court for the Eastern District of Missouri has confirmed that the Company's Disclosure Statement contains the information necessary to enable creditors to vote on the Company's Plan of Reorganization. According to Patriot, it will immediately commence the process to solicit votes on its Plan of Reorganization as outlined in filings with the bankruptcy court. The Court also authorized Patriot to move forward with the proposed Rights Offerings in conjunction with the Plan of Reorganization. As previously announced, the Rights Offerings will be fully backstopped by Knighthead Capital Management, LLC, and certain affiliates. Additionally, the Court approved an agreement with leading financial institutions Barclays and Deutsche Bank to arrange new exit financing and post-emergence credit facilities of $576 million. Finally, the Court approved the Company's previously announced settlements with Peabody Energy Corporation and Arch Coal, Inc. "Today's actions by the court represent important milestones on Patriot's path to emergence as a strong, well-capitalized competitor in the coal industry," said Patriot President and Chief Executive Officer Bennett K. Hatfield. "Taken together, the Rights Offering and the settlements with Peabody and Arch lay the foundation for completion of our exit financing in the next few weeks. We remain on schedule for emergence from bankruptcy in mid to late December." Exit Facility Documents The Bankruptcy Court has authorized Patriot Coal Corp., et al., to enter into, execute, deliver under documents in connection with the proposed exit financing from Barclays Bank PLC, Deutsche Bank AG New York Branch ("DBNY") and Deutsche Bank Securities Inc. ("DBSI"). A copy of the Order is available at: http://bankrupt.com/misc/patriotcoal.doc4966.pdf On Nov. 7, 2013, the Bankruptcy Court authorized Patriot Coal to enter into an agreement with the "rights offerings backstop parties", authorizing the Debtors to conduct the rights offerings in connection with the Debtors' Joint Chapter 11 Plan of Reorganization. A total of $250 million in aggregate principal amount of Notes and an aggregate amount of Warrants to be determined by the Debtors and the Backstop Parties will be offered in the Rights Offerings, to be allocated to the Certified Eligible Holders and Backstop Parties in the proportion of 60% and 40%, respectively. The aggregate subscription price for the Notes Rights will be $250,000,000 and the aggregate subscription price for the Warrants Rights will be $25. Thus, the aggregate subscription price for the Rights Offerings will be $250,000,025. A copy of the Motion is available at: http://bankrupt.com/misc/patriotcoal.doc4834.pdf About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey 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 Corp., et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. A Third Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement was filed on Nov. 4, 2013. PEM THISTLE: Assets to Be Auctioned Off Dec. 20 ----------------------------------------------- The assets of PEM Thistle Landing H LLC and PEM Thistle Landing S LLC will be sold to the highest bidder at auction set for Dec. 20, 2013, at 12:30 p.m. The trustee for the assets will sell real and personal property located at 4801 East Thistle Landing Drive, in Phoenix, Arizona. The assets serve as collateral to debt in the amount of $37,000,000 owed to New York-based DOF IV REIT Holdings LLC. The trustee overseeing the sale is: Fidelity National Title Insurance Company 15206 Ventura Blvd, Suite 216 Sherman Oaks, CA 91403 Tel: 818-501-9800 PHYSIOTHERAPY ASSOCIATES: Files for Chapter 11 Bankruptcy --------------------------------------------------------- Katy Stech and Emily Glazer, writing for The Wall Street Journal, reported that Physiotherapy Associates Inc. filed for Chapter 11 bankruptcy protection on Nov. 12 after its creditors accepted a prepackaged debt-restructuring plan for the rehabilitation services provider. According to the report, the private-equity-backed company, based in the Philadelphia suburb of Exton, Pa., has about 575 outpatient clinics in 29 states. It filed for Chapter 11 protection in U.S. Bankruptcy Court in Wilmington, Del., along with some 50 affiliates, listing assets of more than $500 million. Under the company's plan, a bondholder group owed about $218 million would become the company's owner, according to people familiar with the company, the report related. The company expects to take out a $144 million loan at the end of the bankruptcy to pay for its operations, the people added. The company said 100% of its senior lenders and 99.7% of its bondholders voted to accept the prepackaged restructuring plan, the report further related. "This is an important step forward in our efforts to align our capital structure with the strength of our operations and current financial performance," the company's chief executive, Martin McGahan, said in a news release, the report cited. "The Company is profitable and has positive cash flow -- this process relates solely to the issue of restructuring the balance sheet." PHYSIOTHERAPY ASSOCIATES: Files Chapter 11 Bankruptcy Petition -------------------------------------------------------------- Physiotherapy Associates on Nov. 12 disclosed that it will pursue a pre-packaged, court-supervised financial restructuring to strengthen its balance sheet. The financial restructuring is expected to have no impact on the Company's operations or its ability to continue providing high-quality service and patient care and was unanimously supported by its senior secured lenders and bondholders that submitted votes on the Company's prepackaged plan. Physiotherapy Associates elected to file voluntary petitions with the U.S. Bankruptcy Court for the District of Delaware under Chapter 11 of the United States Bankruptcy Code. The Company expects to use the restructuring process to reduce its outstanding funded debt and enhance its financial flexibility so that it may continue to invest in its business and take advantage of key growth opportunities. Martin McGahan, Chief Executive Officer of Physiotherapy Associates, said, "This is an important step forward in our efforts to align our capital structure with the strength of our operations and current financial performance. The Company is profitable and has positive cash flow -- this process relates solely to the issue of restructuring the balance sheet. Providing high-quality treatment remains our top priority and this process will not compromise the safety and well-being of our patients. We will remain focused on executing key initiatives, including providing the right products, tools and solutions to support our employees, clinicians, referral sources and joint venture partners. We expect operations to continue in the ordinary course and are committed to maintaining our relationships with vendors. We look forward to using the restructuring process to better position the Company for long-term success and profitability." In advance of the filing, Physiotherapy Associates has received approval of the financial restructuring plan from 100% of its senior secured lenders and over 99.7% of its bondholders. Physiotherapy Associates has filed a series of customary motions with the Court to ensure the continuation of day-to-day operations. These motions, which the Company expects to be granted, include requests to continue providing employee wages and benefits and to pay suppliers in full under normal terms for goods and services. The Plan Katy Stech and Emily Glazer, writing for The Wall Street Journal, reported that Physiotherapy Associates filed for Chapter 11 bankruptcy protection on Nov. 12 after its creditors accepted a prepackaged debt-restructuring plan for the rehabilitation services provider. According to the report, the private-equity-backed company, based in the Philadelphia suburb of Exton, Pa., has about 575 outpatient clinics in 29 states. It filed for Chapter 11 protection in U.S. Bankruptcy Court in Wilmington, Del., along with some 50 affiliates, listing assets of more than $500 million. Under the company's plan, a bondholder group owed about $218 million would become the company's owner, according to people familiar with the company, the report related. The company expects to take out a $144 million loan at the end of the bankruptcy to pay for its operations, the people added. The company said 100% of its senior lenders and 99.7% of its bondholders voted to accept the prepackaged restructuring plan, the report further related. About Physiotherapy Associates Headquartered in Exton, Pennsylvania, Physiotherapy Associates -- http://www.physiocorp.com-- is one of the nation's foremost providers of outpatient rehabilitation services. The company provides physical therapy, industrial rehabilitation, sports medicine and orthotics and prosthetics services to millions of patients each year across the United States. POINSETTIA DRIVE: Assets to Be Sold at Nov. 13 Auction ------------------------------------------------------ Assets of Poinsettia Drive LLC, which serve as collateral to the debt owed to NexTier Bank, will be sold at public auction to the highest bidder on Nov. 13, 2013, at 10:00 a.m. The auction will be held at the offices of Gammage & Burnham PLC, Two North Central Avenue, 15th Floor, Phoenix, Arizona. The original principal balance of the debt is $940,000. The property is located at 10221 N, Cave Creek Road, in Phoenix. The trustee may be reached at: Gregory J. Gnepper GAMMAGE & BURNHAM PLC Two North Central Avenue, 15th Floor Phoenix, AZ 85004 Tel: 602-256-0566 E-mail: ggnepper@gblaw.com PRIMCOGENT SOLUTIONS: Erchonia Wants Ch. 7, Not Dismissal --------------------------------------------------------- Erchonia Corporation asks the Court to convert the Chapter 11 case Primcogent Solutions, LLC, to a case under Chapter 7 of the Bankruptcy Code. The Motion serves as a joinder to the previously filed motion by the U.S. Trustee. However, Erchonia does not join or adopt paragraph 71 of the U.S. Trustee's Motion and opposes dismissal of the case, even in the alternative. Moreover, Erchonia does not seek a separate hearing but, instead, seeks a concurrent and consolidated hearing with the Trustee's Motion. As reported by the TCR on Sept. 20, 2013, the U.S. Trustee said the Debtor cannot propose a plan of reorganization under which it may reorganize, citing: 1. The automatic stay has lifted as to substantially all of the Debtor's assets, and those assets have been sold at foreclosure. 2. The Debtor's remaining significant assets are three causes of action, which may be prosecuted by a Chapter 7 trustee. Debtor Conversion/Dismissal Primcogent Solutions filed a limited objection to the U.S. Trustee's motion to convert or, in the alternative, dismiss its Chapter 11 case. The Debtor says it is presently considering its options, including whether to liquidate under a Chapter 11 plan or to convert its case to Chapter 7, wherein the Erchonia Litigation would be managed by a chapter 7 trustee. A funded liquidating plan pursuant to which the Debtor manages and oversees the Erchonia Litigation will likely yield the greatest return to creditors, the Debtor maintains. The Debtor, however, is aware that a liquidation under Chapter 11 will require, among other things, additional funding. The Debtor and principal parties-in-interest are currently considering their options and plan to supplement this limited objection in advance of the Nov. 14, 2013. About Primcogent Solutions Primcogent Solutions, LLC, is a supplier and distributor of medical equipment and services in North America. Primcogent operates as the exclusive North American (and, through its European subsidiaries, Western European) seller or distributor of equipment manufactured by Erchonia Corporation, pursuant to exclusive license and supply agreements. Products sold include Erchonia's non-invasive body-contouring laser technology trademarked under the name Zerona(R), including the Zerona Body Laser. Primcogent was formed in late 2011 following the acquisition of the business of Santa Barbara Medical Innovations LLC for $18 million. Although the Erchonia agreement gave Primcogent perpetual rights to sell Erchonia products, Erchonia declared in March 2013 that the agreement has been terminated due to Primcogent's alleged failure to perform and starting that time stopped servicing Primcogent's products. Primcogent, on the other hand, claims Erchonia has committed fraud, breached the agreement and tortiously interfered with Primcogent's business. Primcogent cites, among other things, Erchonia's failure to obtain FDA clearance of Lunula, a laser technology used to treat or cure toe fungus. Primcogent also claims ORIX, its secured lender, is working in concert with Erchonia. A default in the Erchonia agreement triggered a cross-default in the credit agreement, and the secured lender has already seized control of Primcogent's cash account and is attempting to control warehouse inventory. Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013. The petition was signed by David Boris, chairman of board of managers of managing member. The Debtor disclosed $82,490,751 in assets and $27,236,020 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn presides over the case. Attorneys at Andrews Kurth, LLP, serve as counsel to the Debtor. ORIX is represented by Robert W. Jones, Esq., and Brian Smith, Esq., at Patton Boggs, LLP. Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D. Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J. Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington, Coleman, Sloman & Blumenthal, LLP. The Official Committee of Unsecured Creditors is represented by Looper Reed & McGraw P.C., as counsel. PROGRESSIVE WASTE: Moody's Ba1 CFR Unaffected by Debt Repricing --------------------------------------------------------------- Moody's Investors Service commented that Progressive Waste Solutions Ltd.'s proposed debt repricing is credit positive but does not impact the company's Ba1 rating or stable outlook. Progressive Waste Solutions Ltd. provides vertically integrated non-hazardous solid waste services to commercial, industrial, municipal and residential customers in Canada, the US South and the US Northeast. Revenue for the last twelve months ended September 30, 2013 exceeded $2 billion. The company is headquartered in Toronto, Ontario, Canada. PULSE ELECTRONICS: Incurs $7.6 Million Net Loss in 3rd Quarter -------------------------------------------------------------- Pulse Electronics Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $7.58 million on $94.84 million of net sales for the three months ended Sept. 27, 2013, as compared with a net loss of $8.92 million on $88.23 million of net sales for the three months ended Sept. 28, 2012. For the nine months ended Sept. 27, 2013, the Company reported a net loss of $19.93 million on $267.90 million of net sales as compared with a net loss of $19.72 million on $282.75 million of net sales for the nine months ended Sept. 28, 2012. The Company's balance sheet at Sept. 27, 2013, showed $188.22 million in total assets, $235.14 million in total liabilities and a $46.92 million total shareholders' deficit. "Our operating performance for both revenue and non-GAAP operating profit were within guidance again this quarter," said Pulse Chairman and Chief Executive Officer Ralph Faison. "We achieved solid growth in our wireless segment as demand from certain programs at our smartphone customers increased. We also made significant progress in the operating results of this segment. Meanwhile, we had sequential operating profit improvements in our network and power segments despite a muted demand environment. We continued to improve operational efficiencies and control expenses. This quarter we achieved a milestone $5 million in adjusted EBITDA, representing our fourth consecutive increase, and sixth increase in the last seven quarters, demonstrating the continuous progress the Pulse team is making toward our target operating model. "I am very pleased that, as of the end of October, the majority of our sites are now live on our new ERP system. This implementation has been a core component of our strategic turnaround plan, and our fully-integrated, modern system promises to markedly improve Pulse's customer service, operational effectiveness, and overall organizational efficiency," continued Mr. Faison. "I would like to express my appreciation to the many Pulse employees around the world, and particularly those directly engaged on the project, for their tireless work over the many months of the implementation. This was an incredibly complex undertaking, and everyone involved should feel extremely proud of the successful transition they have achieved." A copy of the Form 10-Q is available for free at: http://is.gd/6zDbSP About Pulse Electronics San Diego, California-based Pulse Electronics Corporation -- http://www.pulseelectronics.com/-- is a global producer of precision-engineered electronic components and modules, operating in three business segments: Network product group; Power product group; and Wireless product group. As of Dec. 28, 2012, Pulse had $188 million in total assets. As of June 28, 2013, the Company had $179.30 million in total assets, $219.24 million in total liabilities and a $39.94 million total shareholders' deficit. QBEX ELECTRONICS: Files 5th Motion to Extend Plan Exclusivity ------------------------------------------------------------- QBEX Electronics Corporation, Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of Florida to further extend their exclusive periods to file and obtain acceptances of a plan until Dec. 27, 2013, and Jan. 27, 2014, respectively. This is the Debtors' fifth request for an extension. The Debtors said that while significant progress has been made, a reasonable amount of work remains to be completed. About QBEX Electronics QBEX Electronics Corporation, Inc., based in Miami, Florida, and its affiliates, Qbex Colombia, S.A., and Comercializadora De Productos Tecnologicos CPT Colombia SAS, are manufacturers, assemblers and distributors of personal computers, notebooks, tablets and compatible accessories, marketed throughout Latin America under the QBEX brand. QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-37551) on Nov. 15, 2012. Judge Robert A. Mark oversees the case. Robert D. Peters, Esq., Robert A. Schatzman, Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as the Debtor's counsel. QBEX scheduled assets of $11,027,058 and liabilities of $8,246,385. The petitions were signed by Jorge E. Alfonso, president. Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-37558) on Nov. 15, 2012, listing $433,627 in assets and $5,792,217 in liabilities. Glenn D. Moses, Esq., and Michael L. Schuster, Esq., at Genovese Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors. The Committee tapped Marcum, LLP, as its financial advisors. QUICKSILVER RESOURCES: Posts $10.6 Million Net Income in Q3 ----------------------------------------------------------- Quicksilver Resources Inc. reported net income of $10.57 million on $153.11 million of total revenue for the three months ended Sept. 30, 2013, as compared with a net loss of $790.52 million on $118.18 million of totla revenue for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported net income of $193.39 million on $447.31 million of total revenue as compared with a net loss of $1.80 billion on $485.07 million of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $1.33 billion in total assets, $2.29 billion in total liabilities and a $964.51 million total stockholders' deficit. "Quicksilver continues to progress on our deleveraging plan. We have sold additional non-core assets and executed deals in West Texas that give us significant exposure to new oil production without near-term capital outlay," said Glenn Darden, Quicksilver's chief executive officer. "We are working on what we believe will be a very attractive solution for our Horn River properties, which are the assets in our portfolio with the most potential." A copy of the press release is available for free at: http://is.gd/C8gAad About Quicksilver Quicksilver Resources Inc. is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company is widely recognized as a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999 and is listed on the New York Stock Exchange under the ticker symbol KWK. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. * * * As reported by the TCR on June 17, 2013, Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating to Caa1 from B3. "This rating action is reflective of Quicksilver's revised recapitalization plan," stated Michael Somogyi, Moody's Vice President and Senior Analyst. "Quicksilver's inability to complete its recapitalization plan as proposed elevates near-term refinancing risk given its weak operating profile and raises concerns over the sustainability of the company's capital structure." In the June 27, 2013, edition of the TCR, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from 'B-'. "We lowered our corporate credit rating on Quicksilver Resources because we do not believe the company will be able to remedy its unsustainable leverage," said Standard & Poor's credit analyst Carin Dehne-Kiley. RADIAN GROUP: Posts Net Loss of $12.7-Mil. in Third Quarter ----------------------------------------------------------- Radian Group Inc. on Nov. 7 reported a net loss for the quarter ended September 30, 2013, of $12.7 million, or $0.07 per diluted share, which included minimal combined net gains from the change in fair value of derivatives and other financial instruments and minimal net losses on investments. Results for the quarter also included a $22.0 million incurred loss initially booked for the Freddie Mac Agreement announced in August and approximately $16.8 million of variable compensation expense directly related to the company's stock price increase during the quarter. The results for the quarter compare to net income for the quarter ended September 30, 2012, of $14.3 million, or $0.11 per diluted share, which included combined net losses from the change in fair value of derivatives and other financial instruments of $41.8 million and net gains on investments of $84.7 million. Book value per share at September 30, 2013, was $5.17. "We are pleased with Radian's improved financial performance this year and the continued stability in the macroeconomic and business environment," said Chief Executive Officer S.A. Ibrahim. "The $13.7 billion of new flow mortgage insurance business in the third quarter was the second largest amount ever written in Radian's more than 35 year history. The high-quality business written after 2008, which represents 57% of our primary risk in force, is expected to generate attractive returns and position Radian for a return to sustained profitability." Capital and Liquidity Update As previously announced in September, Radian Group contributed $115 million of capital to Radian Guaranty in the third quarter, in order to support the company's risk-to-capital position. Radian Guaranty's risk-to-capital ratio was 19.8:1 as of September 30, 2013. After the above-mentioned contribution of $115 million to Radian Guaranty, Radian Group maintains approximately $700 million of currently available liquidity. -- As of September, 2013, Radian Guaranty's statutory capital was $1.3 billion compared to $1.2 billion at June 30, 2013, and $1.0 billion a year ago. -- In 2012, Radian Guaranty entered into two quota share reinsurance agreements with the same third-party reinsurance provider, in order to proactively manage its risk-to-capital position. On April 1, 2013, Radian reduced the amount of new business ceded under the reinsurance agreements on a prospective basis from 20 percent to 5 percent. As of September 30, 2013, a total of $2.6 billion of risk in force had been ceded under those agreements. On December 31, 2014, and on December 31, 2015, Radian will have the option to recapture a portion of the business that has been reinsured. Third Quarter Highlights -- New mortgage insurance written (NIW) reached $13.7 billion during the quarter, compared to $13.4 billion in the second quarter of 2013 and $10.6 billion in the third quarter of 2012. Radian wrote $3.5 billion in NIW in October 2013, compared to $4.0 billion in October 2012. -- The Home Affordable Refinance Program (HARP) accounted for $1.8 billion of insurance not included in Radian Guaranty's NIW total for the quarter. This compares to $2.4 billion in the second quarter of 2013, and $2.7 billion in the third quarter of 2012. -- Of the $13.7 billion of new business written in the third quarter of 2013, 71 percent was written with monthly premiums and 29 percent with single premiums. -- NIW continued to consist of loans with excellent risk characteristics. -- Primary mortgage insurance risk-in-force at the end of the third quarter consisted of 57 percent of business written after 2008 and, including HARP volume, was 68 percent of the total portfolio. -- As previously announced, Radian Guaranty entered into a Master Transaction Agreement with Freddie Mac on August 29, 2013. The Agreement relates to a group of 25,760 first-lien mortgage loans held by Freddie Mac that were insured by Radian Guaranty, and were delinquent as of December 31, 2011. -- The Agreement provides for the future treatment of these loans including claim payments, loss mitigation activity and insurance coverage, and eliminates Radian Guaranty's claim exposure on 9,756 loans that were delinquent and 4,586 loans that were re-performing as of July 31, 2013. The Agreement caps Radian Guaranty's total exposure on this group of loans, including loans that are currently re-performing, to $840 million. The maximum exposure of $840 million is comprised of $625 million of claim payments (consisting of $370 million claims paid on this population as of July 12, 2013, and $255 million paid at closing) and $215 million related to loss mitigation activity on the loans. -- On August 29, 2013, Radian Guaranty paid $255 million to Freddie Mac to cover claim exposure on these loans, and had previously paid $370 million of claims on these loans. Radian Guaranty also deposited $205 million in a collateral account to cover future loss mitigation activity on these loans. The amount deposited in the collateral account represents $215 million, less $10 million of loss mitigation activity that had become final before the collateral account was established. Amounts in the collateral account will be released to Radian Guaranty to the extent that Radian Guaranty rescinds, denies, curtails, or cancels these loans and such amounts become final under the Agreement. If the loss mitigation activity that becomes final after the collateral account was established does not accumulate to $205 million, any remaining funds will be paid to Freddie Mac. Radian Guaranty will continue to administer all claims submitted with respect to these loans in accordance with its insurance policy for these loans and in a manner consistent with its normal claims handling practices. -- As of September 30, 2013, $137.3 million of submitted claims had been rescinded, denied or curtailed but were not considered final under the Agreement. As of September 30, 2013, the amount of insurance rescissions, claim denials or claim curtailments that had become final in accordance with the Agreement was $12.4 million, which includes $2.4 million finalized after the collateral account was established. -- The mortgage insurance provision for losses was $152.0 million in the third quarter of 2013, compared to $136.4 million in the second quarter of 2013, and $171.8 million in the third quarter of 2012. -- The $152.0 million provision for losses includes approximately $22.0 million initially recorded in connection with the Freddie Mac Agreement. This is expected to be fully offset by a reduction of incurred losses in future periods. This future reduction of incurred losses will result from the elimination of exposure to re-performing loans covered by the transaction that we expect to re-default in the future and ultimately become claims. -- The loss ratio in the third quarter for Radian Guaranty was 76.0 percent, compared to 68.9 percent in the second quarter of 2013, and 96.1 percent in the third quarter of 2012. -- Mortgage insurance loss reserves were approximately $2.3 billion as of September 30, 2013, which decreased from $2.7 billion in the second quarter of 2013, and from $3.0 billion a year ago. -- Primary reserves (excluding IBNR and other reserves) per default were $27,202 as of September 30, 2013. This compares to primary reserves per default of $27,293 as of June 30, 2013, and $26,100 as of September 30, 2012. -- The total number of primary delinquent loans decreased by 17 percent in the third quarter from the second quarter of 2013, and by 31 percent from the third quarter of 2012. The total number of primary delinquent loans at September 30, 2013, excludes loans related to the Freddie Mac Agreement described above. In addition, the total number of primary delinquent loans decreased by 2 percent in October. The primary mortgage insurance delinquency rate decreased to 7.8 percent in the third quarter of 2013, compared to 9.7 percent in the second quarter of 2013, and 12.6 percent in the third quarter of 2012. -- Total mortgage insurance claims paid of $519.3 million consisted of $254.6 million related to the Freddie Mac Agreement and $264.7 million of other claims paid in the quarter, compared to $326.4 million in the second quarter of 2013, and $272.4 million in the third quarter of 2012. The company expects mortgage insurance net claims paid of $1.5 billion for the full- year 2013. -- $28.1 million of other operating expenses in the third quarter represented long-term incentive compensation, compared to $19.0 million in the second quarter of 2013. The expense in both periods was impacted by an increase in the fair value of cash- settled awards, which was driven primarily by an increase in the company's stock price. The component of the fair value change that resulted from the stock price increase was $16.8 million in the third quarter of 2013, compared to $7.0 million in the second quarter of 2013. -- Radian Asset Assurance Inc. serves as an important source of capital support for Radian Guaranty and is expected to continue to provide Radian Guaranty with dividends over time. -- As of September 30, 2013, Radian Asset had approximately $1.2 billion in statutory surplus with an additional $0.4 billion in claims-paying resources. -- Since June 30, 2008, Radian Asset has successfully reduced its total net par exposure by 77 percent to $26.2 billion as of September 30, 2013, including large declines in the riskier segments of the portfolio. -- In response to recent questions regarding Radian's exposure to the Commonwealth of Puerto Rico, the company has posted an overview of its Puerto Rico exposures, which totals $453.4 million as of September 30, 2013, under Company Statements in the Investors section of Radian's website: http://www.radian.biz/page?name=CompanyStatements About Radian Group Headquartered in Philadelphia, Radian Group Inc. -- http://www.radian.biz-- provides private mortgage insurance and related risk mitigation products and services to mortgage lenders nationwide through its principal operating subsidiary, Radian Guaranty Inc. These services help promote and preserve homeownership opportunities for homebuyers, while protecting lenders from default-related losses on residential first mortgages and facilitating the sale of low-downpayment mortgages in the secondary market. * * * As reported by the Troubled Company Reporter on March 4, 2013, Standard & Poor's Ratings Services said that it has affirmed all of its ratings on Radian Group Inc. At the same time, S&P revised the outlook to stable from negative. S&P also assigned its 'CCC+' senior unsecured debt rating to the company's proposed $350 million convertible senior notes. As reported by the Troubled Company Reporter on Oct. 17, 2012, Standard & Poor's Rating Services raised its long-term issuer credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-' and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The financial strength ratings for both RDN's and MTG's respective operating companies are unchanged. The outlook on both companies is negative. "The outlook for each company is negative, reflecting the continuing risk of significant adverse reserve development; the current trajectory of operating performance; and the expected impact ongoing losses will have on their capital positions," S&P said in October 2012. "We expect operating performance to deteriorate for the rest of the year for both companies, reflecting the affect of normal adverse seasonality on new notices of delinquency and cure rates, and the lack of greater improvement in the job markets." REAL ESTATE HOLDINGS: 6 Units at Airpark Partners Condo for Sale ---------------------------------------------------------------- Assets of Real Estate Holdings One LLC will be sold to the highest bidder at an auction set for Dec. 18, 2013, at 11:00 a.m. The auction will be held at the law offices of Faith Ledyard & Nickel PLC. The firm's Paul J. Faith, Esq., serves as trustee for the assets. The assets consist of Units 101, 105, 110, 115, 120 and 125 at Airpark Partners Condominium at 16035 North 80th Street, in Scottsdale, Arizona. The assets serve as collateral to the debt in the amount of $1,470,000 owed to National Loan Accquisitions Company of Wilsonvile, Oregon. The trustee may be reached at: Paul J. Faith, Esq. FAITH LEDYARD AND NICKEL PLC 919 N. Dysart Road, Suite F Avondale, AZ 85323 E-mail: pfaith@faithlaw.com RENAISSANCE ORANGE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Renaissance Orange Grove, L.L.C. 11333 Juban Parc Denham Springs, LA 70726 Case No.: 13-11544 Chapter 11 Petition Date: November 11, 2013 Court: United States Bankruptcy Court Middle District of Louisiana (Baton Rouge) Judge: Hon. Douglas D. Dodd Debtor's Counsel: William S. Robbins, Esq. 620 Florida Street, Suite 1 P.O. Box 2348 Baton Rouge, LA 70821-2348 Tel: 225-343-7288 Fax: 225-709-9467 Email: wrobbins@stewartrobbins.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul S. Gerwin, manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. REVSTONE INDUSTRIES: Court Appoints Stuart Maue as Fee Examiner --------------------------------------------------------------- Revstone Industries LLC sought and obtained interim approval from the U.S. Bankruptcy Court to employ and compensate Stuart Maue as fee examiner to act as special consultant to the court for professional fee and expense analysis and review. This order applies to: a. all professionals in these cases employed or to be employed; b. all members of official committee of the Debtor; and c. any claims for reimbursement of professional fees and expenses. The Court has determine that, in conjunction with the appointment of a fee examiner, it is necessary to establish uniform procedures for the review, allowance and payment of fees and expenses of applicants to ensure compliance with section 330 of the bankruptcy code and other applicable rules and regulations. The Fee examiner shall be responsible for general familiarity with the docket in these chapter 11 cases. The Fee Examiner shall review and analyze in detail the monthly, interim, quarterly, and final fee applications submitted by each applicant. The total fees paid to the Fee examiner's ordinary and customary hourly rates for service of this nature. 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. RUBY TUESDAY: Moody's Lowers Rating on $250MM Notes to 'Caa1' ------------------------------------------------------------- Moody's Investors Service downgraded Ruby Tuesday Inc.'s Corporate Family Rating (CFR) to B3 from B2 and Probability of Default Rating (PDR) to B3-PD from B2-PD. In addition, Moody's lowered the rating on Ruby Tuesdays $250 million 7.625% senior unsecured notes due 2020 to Caa1 (LGD4, 64%) from B3 (LGD5, 74%). Moody's also lowered the Speculative Grade Liquidity Rating to SGL-3 from SGL- 2. The rating outlook was changed to negative from stable. Ratings Rationale: The downgrade is driven by operating performance that has been substantially weaker than Moody's prior expectations and deteriorating debt protection metrics. For the twelve month period ending September 3, 2013, credit metrics were weak with debt to EBITDA of about 5.5 times and EBITA to interest expense of under 1.0 time. Given the expectation for continued soft consumer spending and high level of promotions and discounts by competitors, Moody's believes that debt to EBITDA could weaken to over 6.5 times over the next 12 to 18 months. The B3 Corporate Family Rating also reflects Ruby Tuesdays' weak same store sales performance over last few quarters and the expectation that same store sales -- particularly traffic -- could remain under pressure over the intermediate term. The ratings are supported by the company's high level of brand awareness, material scale, a more strategic focus on advertising, promotions and cost saving initiatives. It is Moody's understanding that Ruby Tuesday is in the process of finalizing a new four-year $50 million secured revolving credit facility (not rated) to replace its existing $200 million facility, which if successfully completed as proposed will provide additional cushion under covenants. The downgrade of the SGL rating to SGL-3 reflects expectations for diminished cash flow generation and the smaller proposed revolver. The negative outlook reflects Moody's view that despite Ruby Tuesday's more strategic focus on menu offerings, cost saving initiatives, and advertising, its ability to stabilize weak traffic trends and reverse the deteriorating trend in profitability will be challenging given soft consumer spending and competitive pressure throughout the industry. The ratings and negative outlook also incorporate Moody's view that the company will successfully execute its proposed $50 million secured revolving credit facility with reset covenants in the very near term. Factors that could result in downgrade include an inability to stabilize negative traffic trends, a sustained deterioration in credit metrics or a decline in liquidity. An inability to successfully refinance its revolving credit facility or amend existing covenants on favorable terms in the very near term could also result in a downgrade. Given the expectation that weak traffic trends will continue, a higher rating over the intermediate term is unlikely. However, factors that could result in an upgrade include a sustained improvement in earnings driven by positive operating trends, particularly a stabilization of traffic, and lower costs. Specifically, an upgrade would require EBITA coverage of interest expense above 1.75 times and debt to EBITDA of under 5.5 times on a sustained basis. A higher rating would also require good liquidity. Ruby Tuesday, Inc, owns, operates and franchises restaurants under the brand names Ruby Tuesday and Lime Fresh Mexican Grill. Annual revenues are about $1.2 billion. S&P PHOENIX: Public Auction of Assets Set for Dec. 23 ----------------------------------------------------- A trustee's sale of the assets of S&P Phoenix LLC will be held Dec. 23, 2013, at 11:00 a.m. The assets will be sold to the highest bidder at public auction at the main steps of the Superior Court Building, 201 West Jefferson, in Phoenix, Arizona. The assets include real and personal property located at 2945 N. Black Canyon Hwy., 2924 N. 29th Avenue, 2420 W. Thomas Road, Phoenix, Arizona, 85015. The assets serve as collateral to the debt in the amount of $3,900,000 owed to Western Alliance Bank, as successor by merger to Centennial Bank. The trustee requires bidders to submit a $10,000 deposit in the form of a cashier's check. The trustee may be reached at: Lawrence C. Petrowski STINSON MORRISON HECKER LLP 1850 N. Central Avenue, Suite 2100 Phoenix, AZ 85015 SEACOR HOLDINGS: S&P Rates $200MM Convertible Notes 'BB-' --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue rating to Fort Lauderdale, Fla.-based SEACOR Holdings Inc.'s $200 million convertible notes due 2028. S&P has assigned a '3' recovery rating to this debt, indicating its expectation of meaningful (50% to 70%) recovery, in the event of a payment default. S&P's 'BB-' corporate credit rating and stable outlook on the company remains unchanged. SEACOR plans to use net proceeds for general corporate purposes, which includes working capital requirements and future capital spending initiatives. Pro forma for the convertible debt issuance, we estimate pro forma unrestricted cash on hand will be in excess of $500 million, and funded debt outstanding will be in excess of $900 million, excluding operating lease obligations. The ratings on SEACOR reflect S&P's assessment of the company's "fair" business risk profile and its "aggressive" financial risk profile. The ratings incorporate the company's aggressive leverage measures, its exposure to the volatile marine services business, and the risks related to its acquisition and divestiture program. Partially mitigating these weaknesses, SEACOR has a diversified business profile including exposure to dry bulk inland barges and shipping services; S&P also considers SEACOR's liquidity to be strong. RATINGS LIST SEACOR Holdings Inc. Corporate credit rating BB-/Stable/-- Ratings Assigned SEACOR Holdings Inc. $200 million convertible notes due 2028 BB- Recovery rating 3 SECUREALERT INC: Sapinda Asia Held 39.8% Stake at Sept. 30 ---------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Sapinda Asia Limited and Lars Windhorst disclosed that as of Sept. 30, 2013, they beneficially owned 3,905,917 shares of common stock of SecureAlert, Inc., representing 39.8 percent of the shares outstanding. Sapinda Asia previously reported beneficial ownership of 970,120,201 common shares or 62.7 percent equity stake as of Dec. 3, 2012. A copy of the amended regulatory filing is available at http://is.gd/GLM7ZO About SecureAlert Sandy, Utah-based SecureAlert, Inc., markets and deploys offender management programs, combining patented GPS tracking technologies, fulltime 24/7/365 intervention-based monitoring capabilities and case management services. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended Sept. 30, 2012, citing losses, negative cash flows from operating activities, notes payable in default and an accumulated deficit, which conditions raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2013, showed $27.63 million in total assets, $9.73 million in total liabilities, and $17.90 million in total equity. SEVEN COUNTIES: Deming Malone to Prepare Report on Benefit Plans ---------------------------------------------------------------- Seven Counties Services Inc. sought and obtained permission from the U.S. Bankruptcy Court for leave to withdraw its "Motion for Nunc Pro Tunc Authority to Employ and Compensate Deming Malone Livesay & Ostroff CPAs Pursuant to 11 U.S.C. Sec. 1108." Deming Malone Livesay & Ostroff CPAs is an accounting firm providing auditing services to Seven Counties. Seven Counties has compensated DMLO approximately $17,000 since the filing of the petition for relief, as detailed in the DMLO Section 1108 Motion. The U.S. Trustee objected to the DMLO Section 1108 Motion, and the Court conducted an initial hearing on October 15, 2013. Since the October 15 hearing, upon further investigation, tehe Debtor's counsel has learned that DMLO's services to Seven Counties are not limited to auditing, as represented in the DMLO Section 1108 Motion. DMLO, in addition to performing audits, prepares Seven Counties' Form 990 income tax return and Form 5500, a report filed concerning Seven Counties' employee benefit plans. Seven Counties therefore intends for DMLO to be employed to perform these services not pursuant to Section 1108 but pursuant to Section 327(a). Seven Counties intends to file a separate application to employ DMLO pursuant to Section 327(a) to prepare these returns, and requests withdrew the DMLO Section 1108 Motion. Counsel for the Debtor can be reached at: David M. Cantor, Esq. Neil C. Bordy, Esq. Charity B. Neukomm, Esq. Tyler R. Yeager, Esq. James E. Mcghee III, Esq. SEILLER WATERMAN LLC 22nd Floor-Meidinger Tower 462 S. Fourth Street Louisville, Kentucky 40202 Tel: (502) 584-7400 Fax: (502) 583-2100 E-mail: cantor@derbycitylaw.com bordy@derbycitylaw.com neukomm@derbycitylaw.com yeager@derbycitylaw.com mcghee@derbycitylaw.com SHELBOURNE NORTH WATER: Developer Agrees to Put Project to Ch. 11 ----------------------------------------------------------------- Patrick Fitzgerald, writing for DBR Small Cap, reported that embattled Irish developer Garrett Kelleher has agreed to put the long-stalled Chicago Spire condominium project, once slated to be North America's tallest building, into Chapter 11 bankruptcy protection. Law360 also reported that the developer of the aborted Chicago Spire condominium tower -- which was to be the tallest building in the Western Hemisphere -- has reached a deal with disgruntled creditors to enter bankruptcy in Illinois, according to court documents filed Friday. According to the Law360 report, last month, Shelbourne North Water Street LP, the developer owned by Irish real estate magnate Garrett Kelleher, was hit with an involuntary bankruptcy petition in Delaware by creditors led by The Related Cos. LP, which recently acquired the delinquent $69.5 million mortgage on the property. A group of creditors filed an involuntary Chapter 11 petition against Chicago, Illinois-based Shelbourne North Water Street L.P. on Oct. 10, 2013 (Case Number 13-12652, Bankr. D.Del.). The case is assigned to Judge Kevin J. Carey. The Petitioners are represented by Zachary I Shapiro, Esq., and Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. SLC HOSPITALITY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: SLC Hospitality Services, Inc. 4465 S. Century Drive Murray, UT 84123 Case No.: 13-32818 Chapter 11 Petition Date: November 11, 2013 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. William T. Thurman Debtor's Counsel: Lee Rudd, Esq. 716 East 4500 South, Ste. N240 P.O. Box 57782 Salt Lake City, UT 84157 Tel: (801) 268-2808 Fax: (866)724-6381 Email: leerudd@ruddlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rupinder Dhillon, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SOJOURNER INVESTMENT: Has Until Nov. 30 to File Schedules --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona has extended to Nov. 30, 2013, the deadline for Sojourner Investment Group, LLC, to file schedules of assets and liabilities and statements of financial affairs. On behalf of the Debtor, Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., filed on Oct. 16, 2013, a motion asking the Court to extend the deadline. An involuntary Chapter 11 petition (Bankr. D. Ariz. Case No. 13-00867) was filed on Jan. 22, 2013, against Sojourner Investment Group, LLC, based in Tempe, Arizona. The petitioners were Don Davis, allegedly owed $14,000; Shannah Guenthner, allegedly owed $5,000; and Timthy Sierakowski, allegedly owed $2,000. Sojourner Investment Group filed a voluntary Chapter 11 petition on June 6, 2013. SPECTRASCIENCE INC: Inks Subscription Agreements with 2 Investors ----------------------------------------------------------------- In a regulatory Form 8-K filing Friday, SpectraScience, Inc. reports that on Oct. 25, 2013, and Nov. 1, 2013, the Company entered into subscription agreements with two accredited investors, pursuant to which the Purchasers purchased an aggregate principal amount of $500,000 of 5% original issue discount unsecured convertible debentures, initially convertible by Purchasers into shares of the Company's common stock at a conversion price equal to $0.045, subject to adjustment, together with five-year warrants to purchase such number of shares of the Company's common stock equal to 50% of the number of shares of common stock initially issuable upon conversion of the Debentures, at an exercise price equal to $0.09 per share, subject to adjustment. The conversion price of the Debentures and the exercise price of the Warrants are subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. The Subscription Agreements contain certain customary subscriber and Company representations and warranties, and certain risk factors related to the private placement and the Company. Each Debenture provides that the Company will pay interest to the holder at an interest rate of 10% per annum on principal being converted on any voluntary conversion date (as to that principal amount then being converted), and will pay interest to the holder at the same rate on the maturity date of Oct. 25, 2014, and Nov. 4, 2014, respectively. The Company may pay interest due either in cash or, at its option, in shares of its common stock. Each Debenture also contains certain customary negative covenants and events of default, including the Company's failure to pay principal and interest, material defaults under the other transaction documents, bankruptcy, and the Company's failure to deliver common stock certificates after a conversion date. Finally, each Debenture provides that, to be effective, any action taken pursuant to the Debentures, including but not limited to amendments, waivers or declaration of defaults (which shall accelerate payment of principal, interest, and all other amounts owing on each Debenture), requires the affirmative consent of holders of 25% in outstanding aggregate principal amount of Debentures. The Warrants are exercisable at an exercise price equal to $0.09 per share until the Warrant termination date of Oct. 25, 2018, and Nov. 4, 2018, respectively. The Warrants contain a cashless exercise provision. In the event the Purchaser exercises the Warrants on a cashless basis, the Company will not receive any proceeds. A copy of the Form 8-K is available at http://is.gd/d5laoK About SpectraScience SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical device company that designs, develops, manufactures and markets spectrophotometry systems capable of determining whether tissue is normal, pre-cancerous or cancerous without physically removing tissue from the body. The WavSTAT(TM) Optical Biopsy System uses light to optically scan tissue and provide the physician with an immediate analysis. * * * As reported in the TCR on April 25, 2013, McGladrey LLP, in Des Moines, Iowa, in its report on the Company's financial statements for the year ended Dec. 31, 2012, said that the Company has suffered recurring losses from operations and its ability to continue as a going concern is dependent on the Company's ability to attract investors and generate cash through issuance of equity instruments and convertible debt. "This raises substantial doubt about the Company's ability to continue as a going concern." STELLAR BIOTECHNOLOGIES: Grants 495,000 Stock Options to D&Os ------------------------------------------------------------- Stellar Biotechnologies, Inc., announced the grant of incentive stock options to directors, officers, and a consultant to purchase an aggregate of 495,000 common shares in the capital of the Company, exercisable at a price of US$1.83 per share for a period of seven years. The options are granted in accordance with the Company's Share Option Plan and will vest in stages over a period of 18 months, with one-third vesting immediately and one-third vesting each 12 and 18 months following the date of grant. This will bring the total number of options outstanding to 6,463,868 with 1,366,133 remaining available for grant under the Plan. The grant of stock options is subject to approval by the TSX Venture Exchange. About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. The Company's balance sheet at May 31, 2013, showed $2.23 million in total assets, $5.35 million in total liabilities and a $3.11 million total shareholders' deficiency. "Without raising additional financial resources or achieving profitable operations, there is substantial doubt about the ability of the Company to continue as a going concern," the Company said in its quarterly report for the period ended May 31, 2013. STEREOTAXIS INC: Ex-Rights Date for Rights Offering on Nov. 4 ------------------------------------------------------------- Pursuant to its previously-announced rights offering, all stockholders and certain warrant holders of Stereotaxis, Inc., received subscription rights to purchase one share of common stock at a price of $3.00 per share for every three shares of stock that they held as of the record date of Oct. 31, 2013, at 5:00 pm New York City time. Stereotaxis announced that the NASDAQ Capital Market has established Monday, Nov. 4, 2013, as the "ex-rights" date for the rights offering. The ex-rights date is the date on which Stereotaxis's common stock began to trade without the rights and the rights began to trade separately from the common stock. Between the record date and the ex-rights date, the rights traded together with the shares of common stock. The rights are listed on the NASDAQ Capital Market under the symbol "STXSR," and will continue to be so listed until the expiration of the rights offering. The subscription rights will be exercisable until 5:00 p.m. New York City time, on Nov. 21, 2013. Stereotaxis may, subject to certain limitations, extend the rights offering, but does not currently intend to do so. About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer and developer of a suite of navigation systems in interventional surgical procedures. The Company's Epoch Solution is used in the treatment of arrhythmias and coronary artery disease. As of June 30, 2013, the Company had $23.99 million in total assets, $49.63 million in total liabilities and a $25.63 million total stockholders' deficit. SUNTECH POWER: Gives Update Regarding Restructuring Process ----------------------------------------------------------- Suntech Power Holdings Co., Ltd., disclosed it has filed an application for a provisional liquidation with the Grand Court of the Cayman Islands, the jurisdiction of its incorporation. In the event the Grand Court grants the Company's application, restructuring professionals selected by the Company would be appointed to work with the Company's Board of Directors to continue progressing a restructuring of the Company. By commencing such proceeding in the Cayman Islands, the Company will have the benefit of protection and additional time to complete negotiations and conclude the restructuring in the best interests of all stakeholders. The Company will consider pursuing a Chapter 15 filing in the United States following the grant of the application in the Cayman Islands to obtain similar protections in the United States. As previously announced on Aug. 30, 2013, the Company has reached an understanding with its Creditor Working Group led by Clearwater Capital Partners and Spinnaker Capital Limited which includes implementing a recapitalization plan that contemplates a scheme of arrangement. The principal components of the restructuring scheme would include, among other things, the exchange of outstanding debt into the Company's equity and the introduction of a new strategic investor that will provide necessary funding to complete the restructuring process. The Company will continue to work to progress the restructuring efforts in conjunction with the interests of all stakeholders and in cooperation with all parties. About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP) produces solar products for residential, commercial, industrial, and utility applications. With regional headquarters in China, Switzerland, and the United States, and gigawatt-scale manufacturing worldwide, Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. Suntech Power Holdings Co., Ltd., received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. Suntech Power had involuntary Chapter 7 bankruptcy proceedings initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by holders of more than $1.5 million of defaulted securities under a 2008 $575 million indenture. The Chapter 7 Petitioners are Trondheim Capital Partners, L.P., Michael Meixler, Longball Holdings, LLC, and Jiangsu Liquidators, LLC. They are represented by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White Plains, New York. TGGT HOLDINGS: S&P Raises Issue-Level Rating to 'B+' ---------------------------------------------------- Standard & Poor's Ratings Services said that it raised its issue- level rating on Texas-based midstream energy company TGGT Holdings LLC's senior secured credit facilities to 'B+' from 'B'. S&P also revised the recovery rating on the debt to '2' from '3'. S&P's 'B' corporate credit rating on TGGT is unaffected. The actions follow a change in the maturity and amortization of the term loan. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default. The higher recovery rating reflects lower priority claims as well as less senior debt outstanding at the time of default. The rating outlook remains stable, reflecting S&P's view that the company will continue to have adequate liquidity to execute on its expansion strategy in the Haynesville/Bossier shale region, and that the company will maintain its total debt to EBITDA at less than 4x (including any non-common equity interests). RATINGS LIST TGGT Holdings LLC Corp. credit rating B/Stable/-- To From Rating Raised; Recovery Rating Revised Senior secured B+ B Recovery Rating 2 3 THERAPEUTICSMD INC: Incurs $7.7-Mil. Net Loss in Third Quarter -------------------------------------------------------------- TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $7.67 million on $2.29 million of net revenues for the three months ended Sept. 30, 2013, as compared witha net loss of $4.25 million on $1.03 million of net revenues for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $20.04 million on $5.91 million of net revenues as compared with a net loss of $29.39 million on $2.57 million of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $68.47 million in total assets, $6.39 million in total liabilities and $62.08 million in total stockholders' equity. Robert G. Finizio, co-founder and chief executive officer, stated, "We are pleased with the progress of our clinical initiatives for our three hormone-candidate products and look forward to making continued headway to support our goal of bringing innovative women's healthcare products to market. The recognition that we received by NAMS for our innovative poster, underscoring the potential benefits of our combination product, the significant hire of Dr. Sebastian Mirkin and a solid balance sheet creates strong, positive momentum for TXMD." A copy of the press release is available for free at: http://is.gd/cgNsZL A copy of the Form 10-Q is available for free at: http://is.gd/aA8WKp About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, expressed substantial doubt about TherapeuticsMD's ability to continue as a going concern, citing the Company's loss from operations of approximately $16 million and negative cash flow from operations of approximately $13 million. The Company reported a net loss of $35.1 million on $3.8 million of revenues in 2012, compared with a net loss of $12.9 million on $2.1 million of revenues in 2011. TMT GROUP: Bankruptcy Judge Orders Mediation -------------------------------------------- Stephanie Gleason, writing for DBR Small Cap, reported that a bankruptcy-court judge ordered the parties in TMT Group's Chapter 11 case into mediation to get the case back on track. Law360 also reported that a Texas bankruptcy judge ordered TMT Group into mediation with its secured lenders in order to avoid extensive and costly litigation and come up with a consensual plan that will guide the shipping company out of Chapter 11. According to the Law360 report, U.S. Bankruptcy Judge Marvin Isgur told the secured lenders to select three candidates to mediate by Nov. 15 and TMT and its official committee of unsecured creditors to select one of the three candidates by Nov. 22. About TMT Group Known in the industry as TMT Group, TMT USA Shipmanagement LLC and its affiliates own 17 vessels. Vessels range in size from approximately 27,000 dead weight tons (dwt) to approximately 320,000 dwt. TMT USA and 22 affiliates, including C. Ladybug Corporation, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13- 33740) in Houston, Texas, on June 20, 2013 after lenders seized seven vessels. TMT has tapped attorneys from Bracewell & Giuliani LLP and AlixPartners as financial advisors. On a consolidated basis, the Debtors have $1.52 billion in assets and $1.46 billion in liabilities. TMT already filed a lawsuit in U.S. bankruptcy court aimed at forcing creditors to release the vessels so they can return to generating income. TRAINOR GLASS: Wants Cash Collateral End Date Extended to Jan. 15 ----------------------------------------------------------------- Trainor Glass Company asks the U.S. Bankruptcy Court for the Northern District of Illinois to further extend the termination date of the Court's April 10, 2012 Final Cash Collateral/DIP Financing Order authorizing Debtor to: (A) use cash collateral; (B) incur postpetion debt; and (c) grant adequate protection and provide security and other relief to First Midwest Bank. The postpetition lender and the Debtor have agreed that the definition of Termination Date should be amended to read: "At the Postpetition Lender's election, the earlier to occur of: (a) the date on which Postpetition Lender provides, via facsimile or overnight mail, written notice to counsel for the Debtor and counsel for the Committee of the occurrence and continuance of an Event of Default; and (b) Jan. 15, 2014, unless the Postpetition Lender shall have agreed in writing to a Budget providing for the use of Cash Collateral beyond Jan. 15, 2014." The Official Committee of Unsecured Creditors supports the motion. About Trainor Glass Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. The Hon. Carol A. Doyle oversees the Chapter 11 case. George P. Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas counsel. The Police Law Group serves as local Michigan counsel. Arnold & Arnold, LLP, serves as local Colorado counsel. Thompson Hine LLP serves as local Maryland counsel. Kasimer & Annino, P.C., serves as local Virginia counsel. High Ridge Partners, Inc., serves as the Debtor's financial consultant. The Debtor has tapped Cole, Martin & Co., Ltd., to render certain auditing services related to the Debtor's 401(k) and profit sharing plan. The Debtor scheduled $14,276,745 in assets and $64,840,672 in liabilities. A three-member official committee of unsecured creditors has been appointed in the case. The committee retained Sugar Felsenthal Grais & Hammer LLP as counsel. TRAINOR GLASS: Chapter 11 Plan Defective, Says WARN Class Claimant ------------------------------------------------------------------ Katherine McNeel, as the Court appointed representative claimant of the class of 281 former employees of Trainor Glass Company, so certified by the U.S. Bankruptcy Court for the Northern District of Illinois on Feb. 28, 2013, objects to the adequacy and approval of the Disclosure Statement dated Sept. 9, 2013, with respect to the Joint Plan of Liquidation filed by Trainor and the Official Committee of Unsecured Creditors. McNeel says that Trainor's Disclosure Statement is inadequate because, among other things, the Plan Proponents propose a plan (i) that is defective on its face in that it fails to afford the WARN Act claims their due priority status; (ii) misleadingly ignores the priority status of the WARN Act claims; (iii) fails to accurately describe the WARN class; (iv) misleadingly describes the treatment of class 2 claims; and (v) fails to provide an adequate liquidation analysis to allow parties in interest to determine why the case should not be converted to a Chapter 7 case. McNeel relates that on Feb. 21, 2012, the Debtor ceased all operations and terminated all employees. "In particular, Debtor closed each of the Facilities, which resulted in the termination without cause of more than 200 of Debtor's employees who worked at or reported to the Facilities. Contrary to its express obligations under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections 2101, et seq., Debtor failed to provide any those terminated employees advance written notice of the order to close the Facilities." On March 21, 2012, McNeel filed an adversary proceeding against Trainor asserting claims under the WARN Act. According to the Representative Claimant of the Warn Class of Trainor, determining that such claims were procedurally to be addressed through the claims administration process, the Court dismissed the adversary proceeding with leave to file a proof of claims. As contemplated by the Court's dismissal order, on July 26, 2012, McNeel filed a class proof of claim for the recovery of sixty days' wages and benefits for each similarly situated employee who was terminated on or about Feb. 21, 2012, from their employment at the Facilities as part of, or as the reasonably expected consequence of, the "plant closings" of the Facilities and who did not receive sixty days' advance written notice of the order to close the Facilities as required by the WARN Act. The Chapter 11 Plan As reported in the TCR on Sept. 13, 2013, the Debtor and the Official Committee of Unsecured Creditors submitted to Bankruptcy Court a Disclosure Statement explaining the Plan Proponents' Joint Plan of Liquidation for the Debtor dated Sept. 9, 2013. According to the Disclosure Statement, the key aspects of the Joint Plan include the Debtor's liquidation and wind-down and the formation and operation of a Trainor Liquidating Trust that will be charged with: (i) liquidating the Debtor's remaining assets; (ii) pursuing claims and Causes of Action on behalf of the Debtor's Creditors; (iii) analyzing and reconciling Claims that have been filed against the Debtor's Estate; and (iv) making distributions on account of Allowed Claims in accordance with the Joint Plan and the Liquidating Trust Agreement executed pursuant to the Joint Plan. The Debtor's existing equity interests will be canceled under the Joint Plan, and the Debtor's Equity Security Holders will receive no distributions on account of their existing Interests in the Debtor. The cost of distributing the Joint Plan and Disclosure Statement well as the costs, if any, of soliciting acceptances, will be paid from property of the estate. The professional fees of the Debtor's counsel and the Committee's counsel are not contingent upon the acceptance of the Joint Plan, and are payable as a cost of administration, upon Bankruptcy Court approval. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/TRAINOR_GLASS_ds.pdf About Trainor Glass Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. The Hon. Carol A. Doyle oversees the Chapter 11 case. George P. Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas counsel. The Police Law Group serves as local Michigan counsel. Arnold & Arnold, LLP, serves as local Colorado counsel. Thompson Hine LLP serves as local Maryland counsel. Kasimer & Annino, P.C., serves as local Virginia counsel. High Ridge Partners, Inc., serves as the Debtor's financial consultant. The Debtor has tapped Cole, Martin & Co., Ltd., to render certain auditing services related to the Debtor's 401(k) and profit sharing plan. The Debtor scheduled $14,276,745 in assets and $64,840,672 in liabilities. A three-member official committee of unsecured creditors has been appointed in the case. The committee retained Sugar Felsenthal Grais & Hammer LLP as counsel. TRAINOR GLASS: Bond Safeguard Balks at Plan's Improper Releases --------------------------------------------------------------- Bond Safeguard Insurance Co. and Lexon Insurance Co. object to the Disclosure Statement for the Joint Plan of Liquidation of Trainor Glass Company on the basis that the Disclosure Statement fails to comply with 11 U.S.C. Section 1125, and the corresponding Debtor's and Official Committee of Unsecured Creditors' Joint Plan of Liquidation that it purports to describe cannot be confirmed so the Disclosure Statement must be rejected. As of the Petition Date, the Debtor was a party to a number of ongoing construction contracts. Many of the Contracts required the Debtor to provide a payment bond and a performance bond in connection with the Contracts as security for the Debtor's performance and payment of the laborers and materialmen providing labor and materials under the Contracts. B ond Safeguard is the surety on a variety of payment, performance and similar bonds issued on behalf of the Debtor. According to Bond Safeguard, the Disclosure Statement cannot be approved in its current form as it does not contain sufficient information upon which a creditor can make an informed decision, contains improper releases, and does not contain financial projections to support the contention that Chapter 7 liquidation is not more advantageous. A copy of the objection is available at: http://bankrupt.com/misc/trainor.doc1520.pdf The Chapter 11 Plan As reported in the TCR on Sept. 13, 2013, the Debtor and the Official Committee of Unsecured Creditors submitted to Bankruptcy Court a Disclosure Statement explaining the Plan Proponents' Joint Plan of Liquidation for the Debtor dated Sept. 9, 2013. According to the Disclosure Statement, the key aspects of the Joint Plan include the Debtor's liquidation and wind-down and the formation and operation of a Trainor Liquidating Trust that will be charged with: (i) liquidating the Debtor's remaining assets; (ii) pursuing claims and Causes of Action on behalf of the Debtor's Creditors; (iii) analyzing and reconciling Claims that have been filed against the Debtor's Estate; and (iv) making distributions on account of Allowed Claims in accordance with the Joint Plan and the Liquidating Trust Agreement executed pursuant to the Joint Plan. The Debtor's existing equity interests will be canceled under the Joint Plan, and the Debtor's Equity Security Holders will receive no distributions on account of their existing Interests in the Debtor. The cost of distributing the Joint Plan and Disclosure Statement well as the costs, if any, of soliciting acceptances, will be paid from property of the estate. The professional fees of the Debtor's counsel and the Committee's counsel are not contingent upon the acceptance of the Joint Plan, and are payable as a cost of administration, upon Bankruptcy Court approval. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/TRAINOR_GLASS_ds.pdf About Trainor Glass Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. The Hon. Carol A. Doyle oversees the Chapter 11 case. George P. Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas counsel. The Police Law Group serves as local Michigan counsel. Arnold & Arnold, LLP, serves as local Colorado counsel. Thompson Hine LLP serves as local Maryland counsel. Kasimer & Annino, P.C., serves as local Virginia counsel. High Ridge Partners, Inc., serves as the Debtor's financial consultant. The Debtor has tapped Cole, Martin & Co., Ltd., to render certain auditing services related to the Debtor's 401(k) and profit sharing plan. The Debtor scheduled $14,276,745 in assets and $64,840,672 in liabilities. A three-member official committee of unsecured creditors has been appointed in the case. The committee retained Sugar Felsenthal Grais & Hammer LLP as counsel. U.S. CONCRETE: Moody's Assigns B3 CFR & Rates $200MM Notes Caa1 --------------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating, a B3-PD probability of default rating, and an SGL-2 speculative grade liquidity rating to U.S. Concrete, Inc. and a Caa1 rating to the company's proposed $200 million senior secured notes due 2020. The rating outlook is stable. This is the first time Moody's has assigned ratings to this issuer since the ratings were withdrawn in 2010. The following rating actions were taken: Corporate family rating, assigned B3; Probability of default rating, assigned B3-PD; $200 million senior secured notes due 2020, assigned Caa1, LGD4- 60%; Speculative grade liquidity rating, assigned SGL-2; The rating outlook is stable. The proposed $200 million senior secured notes due 2020 will be used to repay borrowings outstanding under the company's $102.5 million ABL revolving credit facility, outstanding 9.5% senior secured notes due 2015, as well for general corporate purposes, including acquisitions. Concurrently, the company is amending its ABL revolving credit facility to increase total borrowing capacity to $125 million from $102.5 million and to extend its maturity to 2018 from 2015. While the transaction results in higher closing adjusted debt-to-EBITDA of 6.6x compared to 4.5x at June 30, 2013, the company's liquidity is enhanced with extended debt maturities, increased revolver capacity and higher cash balances. Ratings Rationale: The B3 corporate family rating reflects the company's high financial leverage and historically low operating margins. The company currently demonstrates very low operating margins as the industry continues to struggle with prolonged weakness in its various end markets. The rating also reflects its limited product diversity as it focuses entirely on ready-mixed concrete. Additionally, the rating reflects the competitive nature of the building materials industry, including weak pricing power of ready-mixed concrete products, exposure to input cost inflation, regional concentration and high fragmentation of the industry, and current end market demand challenges in the public construction segment. The rating is supported by U.S. Concrete's position as one of the largest national ready-mixed concrete producers, its market position within the regions it serves, long standing customer relationships, and current improving fundamentals in the private non-residential commercial and industrial market segments, which represent about half of the company's total revenue, as well as private residential market segment, which represents about 20% of revenue. The SGL-2 speculative grade liquidity rating indicates the company's good liquidity position. U.S. Concrete's liquidity is supported by the pro forma $125 million cash balance, pro forma availability of about $90 million under recently amended and upsized $125 million ABL revolving credit facility due 2018, and Moody's expectation that the company will generate modest free cash flow over the next 12 to 18 months. The revolver availability may be reduced should the company utilize borrowings for seasonal working capital needs or to pursue acquisitions. U.S. Concrete has a springing fixed charge coverage ratio covenant of 1.0x, which applies only if the availability under the ABL revolving credit facility declines below either 12.5% of the lesser of the borrowing base and the total commitment or $10 million. In Moody's view, the company should not have a problem maintaining covenant compliance. The liquidity is constrained by the lack of alternate liquidity sources. The stable outlook presumes that the company will demonstrate at least modest improvement in its performance and credit metrics. The upward rating pressure may occur if the company's end markets demonstrate solid growth, leading to an improvement in operating margins above 5.0% and EBIT interest coverage above 1.5x, if the company reduces its adjusted debt-to-EBITDA below 5.0x, and maintains sufficient liquidity. The ratings may come under pressure should the company's adjusted debt-to-EBITDA leverage remain above 6.0x for an extended period of time whether due to weak operating performance or aggressive acquisition activity and a need for additional financing. Additionally, should the company experience a decline in profitability to below 2.5% operating margins or a weakening in liquidity, a negative rating pressure may occur. U.S. Concrete, Inc., headquartered in Euless, Texas, is one of the nation's largest ready-mixed concrete producers with presence in north and west Texas, northern California, New Jersey, New York, Washington D.C. and Oklahoma. In 2012, the company produced 4.8 cubic yards of ready-mixed concrete and 3.3 million tons of aggregates, and as of December 31, 2012, operated 101 fixed and 14 portable ready-mixed concrete plants and seven aggregates facilities. In the LTM period ending September 30, 2013, U.S. Concrete generated approximately $600 million in revenue. U.S. CONCRETE: S&P Assigns 'B' CCR & Rates $200MM Notes 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Euless, Texas-based U.S. Concrete Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating (the same as the corporate credit rating) to the company's proposed $200 million senior secured notes due 2020. The recovery rating is '4', indicating S&P's expectation of average (30% to 50%) recovery for bondholders in the event of a payment default. The notes are being sold pursuant to Rule 144a with registration rights. "The ratings for U.S. Concrete incorporate the company's limited free operating cash flow, adequate liquidity, and high level of competition and cyclicality we see in the fragmented and regional ready-mixed concrete industry," said Standard & Poor's credit analyst Chiza Vitta. In our assessment, U.S. Concrete's financial risk profile is "aggressive" and its business risk profile is "vulnerable". Although S&P expects $125 million in incremental debt as a result of the contemplated transaction, it notes that EBITDA has climbed about 75% for the year through the third quarter of 2013. Under S&P's base-case scenario, it anticipates that year-end leverage will be about 5.0x and will likely improve in 2014 while construction markets continue to recover and any acquisitions are funded from post-transaction balance sheet cash. Excluding any acquisitions for next year, S&P is estimating 2014 top-line growth approaching double digits, which it anticipates will lead to modest improvements in margins. S&P will continue to monitor free operating cash flow which it expects will remain marginal in 2014, and particularly sensitive to fluctuations in capital spending and acquisition activity. S&P's assessment of an aggressive financial risk profile is based upon leverage falling below 5x and interest coverage remaining above 1.5x in 2014. S&P's assessment of a vulnerable business risk profile is driven by the company's participation in the extremely competitive, relatively low-margin ready-mixed concrete industry. In addition, S&P considers U.S. Concrete's size and scope of operations as limited compared with larger, better-capitalized building products peers. S&P's business risk assessment also incorporates the execution risk associated with the acquisition component of the company's growth strategy. While U.S. Concrete's focus on commercial projects represents higher margin opportunities, these projects are also subject to competitive bidding processes. In certain cases U.S. Concrete's emphasis on ready-mixed concrete may be an advantage, but in others, vertically integrated competitors may have the flexibility to offer lower pricing. S&P also considered broader uncertainties that could affect demand including shifts in interest rates and public infrastructure spending. U.S. Concrete produces and sells ready-mixed concrete and related building materials for use in commercial, residential, and public works construction projects in the U.S. The company operates principally in Texas, California, and the New Jersey/New York area. The stable rating outlook reflects S&P's view that commercial construction and public infrastructure spending will continue to recover, supporting EBITDA growth and 2014 leverage between 4x and 5x. In addition, S&P expects the company will fund potential acquisitions in a manner that maintains its adequate liquidity position. S&P could consider an upgrade if the company successfully executes its acquisition-driven growth strategy resulting in a larger EBITDA base and a reassessment of its business risk as "weak," while sustaining adequate liquidity and leverage below 5x. S&P could lower the rating if leverage is sustained above 5x, or if the company is unable to improve its cash flow metrics. This could happen if public spending projects fall short of forecasts, or if integration and capital spending exceed cash flow from operations. UNIFIED 2020: Amends Plan; Has $23.5MM Stalking Horse Offer ----------------------------------------------------------- Unified 2020 Realty Partners, LP, filed a First Amended Chapter 11 Plan and Disclosure Statement dated Nov. 4, 2013. The First Amended Disclosure Statement disclosed that the purchase price pitched by stalking horse buyer Moms Against Hunger assignee, AGT Global Holding LLC, for the Debtor's asset is amended to $23,546,591, from $30,127,282. The Debtor, as noted in the original plan version, decided to sell its property under the Plan as its actual business operations are not adequate to service its debt. The breakup fee remains at $903,818 or not more than 3% of the total sales proceeds, if a qualified bidder outbids Moms Against Hunger's offer at the auction. Under the Amended Plan, a subclass of claims has been added -- Class 8a Allowed General Unsecured Claims of Insiders. This set of claims will be paid, once allowed, pro rata out of the sales proceeds. The estimated amount of these claims is $992,993, all of which are disputed. The First Amended Disclosure Statement also reveals that the estimated Class 8 Allowed General Unsecured Claims is $15,719,149 as of Sept. 4, 2013, all of which are disputed. Treatment for these claims remain unchanged -- they will also be paid, once allowed, pro rata out of the sales proceeds. Class 5 Allowed Secured Claim of United Central Bank remains to be allowed for $12,614,018.20 or such amount as agreed to by UCB and the Debtor or if not agreed, then as determined by the Court. All Class 9 equity interests in the Debtor will be cancelled under the Amended Plan. A full-text copy of the First Amended Disclosure Statement dated Nov. 4, 2013, is available at: http://bankrupt.com/misc/UNIFIED2020_DSNov4.pdf About Unified 2020 Realty Unified 2020 Realty Partners, LP, filed a bare-bones petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in Dallas on May 6, 2013. The petition was signed by Edward Roush as president of general partner. The Debtor disclosed $44.7 million in total assets and $31.6 million in liabilities as of the Chapter 11 filing. The Debtor says it owns and leases infrastructure critical to telecommunications companies and data center facilities. Judge Stacey G. Jernigan presides over the Chapter 11 case. Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at the Law Office of Arthur Ungerman, in Dallas, Texas, represent the Debtor. Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent United Central Bank. In its schedules, the Debtor disclosed $280,178,409 in assets and $46,378,972 in liabilities. On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11 trustee. Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P. serves as general bankruptcy counsel to the Trustee. UNIFIED 2020: Gets Sixth Interim Order to Use Cash Collateral ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, in an agreed sixth interim order, authorized Daniel J. Sherman, Chapter 11 trustee for Unified 2020 Realty Partners, LP, to use cash collateral. The agreement was entered between the Debtor and United Central Bank to resolve the objection filed by the Bank. The Bank has requested that the Court prohibit use of cash collateral. The Bank alleges that Debtor's assets are subject to the prepetition liens of the Bank including liens on real estate, equipment, furniture, and accounts receivables. The trustee is authorized to collect and receive all accounts receivable and enter into all agreements necessary to allow the trustee to use cash collateral. The trustee would use the funds to continue the Debtor's ongoing operations, which involves the ownership and leasing of infrastructure critical to telecommunications companies and data center facilities. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the Bank a replacement lien in, all prepetition and postpetition property. As additional interim adequate protection, the Bank will be afforded an administrative priority under Section 507(b) and Section 503 (b) of the Bankruptcy Code. The Court also ordered that no payments will be made to Edward W. Roush, Jr., or any of his affiliates during the term of the interim cash collateral order. In a separate order, the Court authorized the trustee to use $12,000 of additional cash collateral. As reported in the Troubled Company Reporter on Oct. 15, 2013, the trustee asked the Court for additional authority to use cash collateral in the amount of at least $12,000 for the purpose of cleaning and power washing the cooling tower at the Debtor's real property located at 2020 Live Oak Street, Dallas County, Texas. The additional use of cash collateral would be subject to the same protections granted to United Central Bank as described in the agreed fifth interim cash collateral order dated Sept. 9, 2013. The trustee explained that at the time of the previous agreed fifth interim order, neither the malfunctioning cooling tower nor the expense to repair was anticipated or known. About Unified 2020 Realty Unified 2020 Realty Partners, LP, filed a bare-bones petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in Dallas on May 6, 2013. The petition was signed by Edward Roush as president of general partner. The Debtor disclosed $44.7 million in total assets and $31.6 million in liabilities as of the Chapter 11 filing. The Debtor says it owns and leases infrastructure critical to telecommunications companies and data center facilities. Judge Stacey G. Jernigan presides over the Chapter 11 case. Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at the Law Office of Arthur Ungerman, in Dallas, Texas, represent the Debtor. Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent United Central Bank. In its schedules, the Debtor disclosed $280,178,409 in assets and $46,378,972 in liabilities. On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11 trustee. Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P. serves as general bankruptcy counsel to the Trustee. UNIFIED 2020: Nov. 14 Initial Hearing on Bank's Stay Relief Bid --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing on Nov. 14, 2013, at 1:30 p.m., to consider creditor United Central Bank's motion for relief from the automatic stay in the Chapter 11 case of Unified 2020 Realty Partners, LP. On Oct. 18, Peter C. Lewis, Esq., at Scheef & Stone, LLP, on behalf of United Central Bank, asked that the Court terminate automatic stay as to the Debtor's property. Mr. Lewis asserted that prior to the bankruptcy filing date, the Debtor defaulted on its payment obligations under one, some or all the loan documents by, inter alia, failing to make the deferred interest payment due on Dec. 10, 2011. Mr. Lewis also noted that the Plan is not feasible, much less confirmable within a reasonable period of time because, among other things: (a) the Plan does not pay the "Allowed Claims" of creditors in full as required by its express terms; (b) the Plan does not propose to pay, much less satisfy, UCB's secured claim in full and therefore fails to satisfy Section 1129(b)(2)(A); and (c) MAH lacks the cash, assets or resources to pay or finance the "cash down payment, seller financing or deferred consideration to fund the Plan. On Sept. 3, 2013, UCB filed its secured proof of claim of no less than $14,899,523 plus such other amounts, including, but not limited to late fees, penalties, attorneys fees, costs and interest as are due under the loan documents. About Unified 2020 Realty Unified 2020 Realty Partners, LP, filed a bare-bones petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in Dallas on May 6, 2013. The petition was signed by Edward Roush as president of general partner. The Debtor disclosed $44.7 million in total assets and $31.6 million in liabilities as of the Chapter 11 filing. The Debtor says it owns and leases infrastructure critical to telecommunications companies and data center facilities. Judge Stacey G. Jernigan presides over the Chapter 11 case. Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at the Law Office of Arthur Ungerman, in Dallas, Texas, represent the Debtor. Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent United Central Bank. In its schedules, the Debtor disclosed $280,178,409 in assets and $46,378,972 in liabilities. On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11 trustee. Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P. serves as general bankruptcy counsel to the Trustee. UNIVERSAL HEALTH: Settlement Agreement With BankUnited Approved --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida approved the global settlement entered among Soneet R. Kapila, as Chapter 11 trustee for Universal Health Care Group, Inc., debtor American Managed Care, LLC, BankUnited, N.A. BankUnited, N.A., as issuing lender and as administrative agent on behalf of a bank group consisting of Capital Bank Financial Corp., Mercantil Commercebank, N.A., Banco De Credito E Inversiones Miami Branch and Israel Discount Bank. BankUnited filed a motion asking the Court to lift the automatic stay to exercise its security interest against the $5.8 million tax refund; and objections were filed by the chapter 11 trustee and the Florida Department of Financial Services as the receiver for Universal Health Care, Inc. and Universal Health Insurance Company, Inc. The terms of the agreement, includes, among other things: 1. the Bank Group will be deemed to have allowed and valid liens against the prepetition assets of Universal Group and AMC, as described in the Credit Agreement, the Security Agreement, the Pledge Agreement and the UCC-1 Financing Statements, subject to the allowed carve-outs set forth in the Settlement Agreement. 2. Universal Group Carve-outs. The trustee, on behalf of the estate of Universal Group, will receive these carve-outs from the liens of the Bank Group: a. absent a separate court-approved settlement agreement with the Florida Receiver to the contrary, the trustee will receive 30% or an amount not to exceed $750,000 from amounts determined due to BankUnited or the trustee from the $5.8 million Tax Refund. b. absent a separate court-approved settlement agreement with the Florida Receiver to the contrary, the trustee will receive 30% of amounts recovered from the Florida Receiver, with a cap of $3 million on the amounts recoverable from the $11 million Tax Refund by BankUnited or the trustee. c. the trustee will receive 15% of any surplus attributable to Universal Group's ownership of each of the Regulated Entities. d. the trustee will receive 5% of any deposit recoveries from Carepoint/Citrus and will share equally with BankUnited on any net recoveries obtained as a result of any consequential damages recovered. 3. BankUnited and the Bank Group will waive liens, if any against any debtor in possession account maintained by the Trustee for Universal Group and for AMC. 4. BankUnited will be entitled to stay relief to exercise set off rights against accounts maintained in the name of Universal Group, and frozen during the Chapter 11 case, except that BankUnited will deliver to the trustee $35,000 from those accounts pursuant to the Bank Group's prior consent to allow the Trustee to use cash collateral. A copy of the terms of the settlement is available for free at http://bankrupt.com/misc/UniversalHealth_Settlement.pdf About Universal Health Care Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serves as special conflicts counsel and E-Hounds, Inc. serves as a forensic imaging consultant. USEC INC: Incurs $44.3 Million Net Loss in Third Quarter -------------------------------------------------------- USEC Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $44.3 million on $303.8 million of total revenue for the three months ended Sept. 30, 2013, as compared with net income of $4.5 million on $563 million of total revenue for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $87.2 million on $909 million of total revenue as compared with a net loss of $116.3 million on $1.45 billion of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $1.70 billion in total assets, $2.16 billion in total liabilities and a $462.1 million stockholders' deficit. Bankruptcy Warning "A delisting of our common stock by the NYSE and the failure of our common stock to be listed on another national exchange could have significant adverse consequences. A delisting would likely have a negative effect on the price of our common stock and would impair stockholders' ability to sell or purchase our common stock. As of September 30, 2013, we had $530 million of convertible notes outstanding. Under the terms of our convertible notes, a "fundamental change" is triggered if our shares of common stock are not listed for trading on any of the NYSE, the American Stock Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ Global Select Market, and the holders of the notes can require USEC to repurchase the notes at par for cash. We have no assurance that we would be eligible for listing on an alternate exchange in light of our market capitalization, stockholders' deficit and net losses. Our receipt of a NYSE continued listing standards notification described above did not trigger a fundamental change. In the event a fundamental change under the convertible notes is triggered, we do not have adequate cash to repurchase the notes. A failure by us to offer to repurchase the notes or to repurchase the notes after the occurrence of a fundamental change is an event of default under the indenture governing the notes. Accordingly, the exercise of remedies by holders of our convertible notes or the trustee of the notes as a result of a delisting would have a material adverse effect on our liquidity and financial condition and could require us to file for bankruptcy protection," the Company said in the Report. A copy of the Form 10-Q is available for free at: http://is.gd/RElsuX About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. USEC disclosed a net loss of $1.20 billion in 2012 as compared with a net loss of $491.1 million in 2011. PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders' deficit at Dec. 31, 2012, and is engaged with its advisors and certain stakeholders on alternatives for a possible restructuring of its balance sheet, which raise substantial doubt about its ability to continue as a going concern. * * * USEC Inc. carries 'Caa1' corporate and probability of default ratings, with "developing" outlook, from Moody's. As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings Services lowered its ratings on USEC Inc., including the corporate credit rating to 'CCC' from 'CCC+'. "The downgrade reflects our assessment of USEC's long-term viability after the company publicly stated that it will be difficult to continue enrichment operations at the Paducah Gaseous Diffusion Plant after a one-year multiparty agreement to extend operations expires in May 2013," said Standard & Poor's credit analyst Maurice S. Austin. VALENCE TECHNOLOGY: VP Sales R. Adleman Resigns Effective Nov. 30 ----------------------------------------------------------------- In a regulatory, Valence Technology, Inc., reports that on Oct. 31, 2013, Randall J. Adleman, the vice president of Sales and Marketing, resigned his employment effective Nov. 30. About Valence Technology Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-11580) on July 12, 2012, in its home-town in Austin. Founded in 1989, Valence develops lithium iron magnesium phosphate rechargeable batteries. Its products are used in hybrid and electric vehicles, as well as hybrid boats and Segway personal transporters. The Debtor disclosed debt of $82.6 million and assets of $31.5 million as of March 31, 2012. The Debtor disclosed $24,858,325 in assets and $78,520,831 in liabilities as of the Chapter 11 filing. Chairman Carl E. Berg and related entities own 44.4 percent of the shares. ClearBridge Advisors LLC owns 5.5 percent. Judge Craig A. Gargotta presides over the case. The Company is being advised by Sabrina L. Streusand at Streusand, Landon & Ozburn, LLP with respect to bankruptcy matters. The petition was signed by Robert Kanode, CEO. On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Brinkman Portillo Ronk, PC, serves as its counsel. As reported in the TCR on Nov. 1, 2013, most of the Texas battery maker's creditors have voted to accept the bankruptcy repayment plan that would give real-estate mogul Carl Berg full ownership of the Company. WESTERN FUNDING: Judge to Hold Hearing on Case Dismissal Nov. 13 ---------------------------------------------------------------- Judge Laurel Davis of the U.S. Bankruptcy Court for the District of Nevada is set to hold a hearing on Nov. 13 to consider the proposed dismissal of Western Funding Inc.'s bankruptcy case. As reported on Sept. 23 by TCR, Class B members of Harbor Structured Finance LLC, the sole shareholder of WFI sought to dismiss the case, arguing that the filing of the case is invalid since it is not authorized by a valid corporate resolution. The group said Fredrick Cooper and Katherine Cooper are not "all of the members of the Board of Directors" as they represented under penalty of perjury when they signed the petition. The group also questioned the timing of the filing of the bankruptcy case, saying it was filed not to administer WFI's assets but to avoid the Coopers' surrender of WFI to a receiver. WFI sought bankruptcy protection almost immediately after the Clark County District Court entered an order appointing a receiver. BMO Harris Bank N.A. sought appointment of a receiver in state court for WFI's Eastern Funding Inc. Meanwhile, Mark Finston and James Hadden, who are represented by Nevada-based law firm Cotton Driggs Walch Holley Woloson & Thompson, filed court papers supporting the proposed dismissal of the case. About Western Funding Inc. Las Vegas car-loan maker Western Funding Inc., whose customers usually have less-than-perfect credit, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on Sept. 4, 2013, after its own lender said the company broke borrowing promises made last year. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor. WOOTON GROUP: Simon Replies to Opposition to Hayes Motion --------------------------------------------------------- M. Jonathan Hayes and Simon Resnik Hayes, counsel of record for Wooton Group, LLC, submitted a reply to the Debtor's opposition to the Hayes Motion to Withdraw as counsel. The Debtor opposed Hayes' Motion to Withdraw on the basis that Hayes is familiar with the Debtor's case and that the Debtor wants Hayes to complete settlement with the various creditors in the Debtor's case. The Debtor asserts it would be unfair to allow Hayes to withdraw and a change in counsel would result in delay and great cost to the Debtor. Hayes said it is sympathetic to the Debtor's concerns, however, it is inconceivable that Hayes can continue to represent the Debtor at this point. Mark Slotkin made it clear in his oppositions to the Fee Applications in the two related cases that he views Hayes as incompetent, "inept in negotiations," negligent in his conduct and has accused Hayes of refusing to follow his instructions and refusing to do what is best for the Debtor and Mr. Slotkin. Now Mr. Slotkin argues that Hayes should continue to represent Wooton and, most surprisingly, continue to negotiate on his behalf with a secured creditor. The attorney-client relationship has obviously deteriorated to the point that Hayes can no longer provide the effective representation that is required by the California Rules of Professional Conduct. The opposition starts out by asserting "Hayes had a seemingly good reputation." The Debtor goes on to say that "it took Mr. Hayes approximately four months to finalize the Settlement Agreement documents with Investors Warranty's representative. It never should have taken so long." "[Hayes] remained aloof and unfamiliar with documents sent to Debtor." "At the last hearing (Debtor is referring to the hearing on the Fee Application for Golden Oak Partners, LLC, another Debtor owned by the Debtor's principal, Mark Slotkin), Judge Donovan expressed his sentiments regarding Mr. Hayes. He said he was 'widely respected, senior, and a highly experienced member of the Chapter 11 Bar of this Court.' While this may have been true in his previous experience with Mr. Hayes, it is most certainly not the case here." Obviously, there is a significant amount of disappointment and animosity by Mr. Slotkin towards Mr. Hayes, such to the point that there has been a breakdown of communication and an inability to continue to represent the Debtor in its case. Should the Debtor seek to continue to work out settlement options with its creditors, it may do so, however, Mr. Slotkin must find new counsel to facilitate those options. Mr. Hayes advised Mr. Slotkin in early August that he was going to file a Motion to Withdraw from this case, so that Mr. Slotkin would have sufficient time to find new counsel. He emailed Mr. Slotkin an early draft of the motion to withdraw on September 9, 2013, and a finalized draft on October 7, 2013. The motion was set on regular notice rather than shortened time to give Mr. Slotkin as much time as possible to find new counsel. Mr. Slotkin does not want to find new counsel because he will have to pay new counsel. He has not even paid the Firm the full amount allowed by the Court in January of this year. He has opposed both fee applications that have been filed in the two related cases and appeared at both hearings asking the Court to deny all fees requested based on his perceived incompetence. He is now simply hoping that the Court will force Hayes to stay as attorney of record so that he does not have to pay his attorney for this case. Simon Resnik said it intends to begin collection efforts on the fees allowed in the other two cases making the parties completely hostile to each other. There is no other choice but to allow Mr. Hayes to withdraw and let Mr. Slotkin get someone he believes in. As to the comments made by creditor Investors Warranty of America, the Debtor and IWA reached a settlement at a long and arduous mediation conducted with Leslie Cohen in April. While the settlement provided on its face that it was not binding, it was clearly intended to resolve all issues between the parties. Meanwhile, investors of Warranty of America, Inc. -- "Investors" -- responded to the motion of Simon Resnik to withdraw from representing the Debtor in this bankruptcy case. Warranty of America said that Investors has no direct knowledge of and makes no response to all the allegations and arguments in the motion and the opposition regarding the relationship between the Debtor and the Debtor's counsel. Rather, Investors filed the response to correct the record regarding the alleged settlement between it and the Debtor and to express its view regarding certain timing issues raised in the opposition. First, contrary to the Debtor's suggestion, there is no signed settlement agreement between Investors and the Debtor. The parties have entered into an expressly nonbinding settlement "letter of intent" that contemplates the execution of a further definitive settlement agreement that has not been prepared or signed by the parties at this time. Second, while it rejects the Debtor's characterization of the settlement letter of intent between them, Investors shares the Debtor's concern that this bankruptcy case move forward timely form this point on. Without regard to whether prior delay in this case or the consummation of the proposed settlement with investors is the Debtor's fault or responsibility of counsel including, to be fair, both the Debtor's counsel and, at an earlier juncture, Investors' counsel. Investors believes this case has been pending too long and needs to be concluded as soon as possible, in one manner or another. If the Debtor is serious about implementing the terms of the settlement letter of intent, Investors is ready to move forward quickly, in cooperation with the Debtor and with the Court's assistance, to confirm a chapter 11 plan that reflects the settlement terms. Otherwise, if the Debtor is nor committed to implementing the settlement terms expeditiously, the court should not consider whether the bankruptcy case should continue any longer or should be dismissed or converted to chapter 7. Attorneys for the Debtor can be reached at: M. Jonathan Hayes, Esq. Matthew D. Resnik, Esq. Roksana D. Moradi, Esq. Carolyn M. Afari, Esq. SIMON RESNIK HAYES LLP 15233 Ventura Boulevard, Suite 250 Sherman Oaks, CA 91403 Tel: (818) 783-6251 Fax: (818) 827-4919 E-mail: jhayes@SRHLawFirm.com matthew@SRHLawFirm.com roksana@SRHLawFirm.com carolyn@SRHLawFirm.com Attorneys for Warranty of America can be reached at: David B. Levant, Esq. Michael Brown, Esq. Warranty of America, Inc. 10008 S.E. River Street Truckee, CA 96161 Tel: 530-582-2280 Fax: 530-582-2281 About Wooton Group Beverly Hills, Calif.-based Wooton Group, LLC, filed a bare- bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323) in Los Angeles on June 19, 2012. Judge Thomas B. Donovan oversees the case. M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and Roksana D. Moradi, Esq., at Simon Resnik Hayes LLP, in Sherman Oaks, Calif., represent the Debtor as counsel. The petition was signed by Mark Slotkin, managing member. In its schedules, the Debtor disclosed assets of $10,500,961 and debts of $7,227,376 as of the petition date. WORLD IMPORTS: Committee Can Retain Fox Rothschild as Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has granted the Official Committee of Unsecured Creditors of World Imports, Ltd., et al., permission to retain Fox Rothschild, LLP, as counsel. As reported in the TCR on Oct 8, 2013, the Committee requires Fox Rothschild to: (a) assist, advise and represent the Committee with respect to the administration of this case and exercise of oversight with respect to the Debtor's affairs, including all issues arising from or impacting the Debtor, the Committee, or this Chapter 11 case; (b) provide all necessary legal advice with respect to the Committee's powers and duties; (c) assist the Committee in maximizing the value of the Debtor's assets for the benefit of all creditors; (d) participate in the formulation of and negotiation of a plan of reorganization and liquidation and approval of an associated disclosure statement; (e) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and any other matter relevant to the Chapter 11 case or to the formulation of a plan; (f) commence and prosecute any and all necessary and appropriate actions and proceedings on behalf of the Committee that may be relevant to this case; (g) prepare on behalf of the Committee all necessary applications, motions, answers, orders, reports and other legal papers; (h) communicate with the Committee's constituents and others as the Committee may consider desirable in furtherance of its responsibilities; (i) appear in Court and protect the interest of the Committee; and (j) perform all other legal services for the Committee which may be appropriate, necessary and proper in this Chapter 11 case. Fox Rothschild will be paid at these hourly rates: Edward J. DiDonato $545 Martha Chovanes $495 Jason C. Manfrey $290 Fox Rothschild will also be reimbursed for reasonable out-of- pocket expenses incurred. Mr. DiDonato, Esq., partner of Fox Rothschild, assured the Court that the 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 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. WORLD IMPORTS: Can Access Banks' Cash Collateral Until Nov. 15 -------------------------------------------------------------- On Oct. 9, 2013, the U.S. Bankruptcy Court for the Eastern District of Pennsylvania entered a third final stipulation and order authorizing World Imports, Ltd., et al., to use cash collateral of PNC Bank, National Association, and PNC Equipment Finance, LLC, until 5:00 p.m. on Nov. 15, 2013, unless earlier terminated upon the occurrence of a "termination event." As adequate protection, the banks are granted replacement liens in all of the debtors' post-petition collateral. A copy of the Third Final Stipulation and Order is available at: http://bankrupt.com/misc/worldimports.doc111.pdf 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: Amends December 2012 Convertible Notes ---------------------------------------------------------- WPCS International Incorporated entered into an amendment agreement with holders of outstanding secured convertible notes that were sold pursuant to a securities purchase agreement dated Dec. 4, 2012. The closing of the Amendment transaction occurred on Nov. 5, 2013, and the Amendment was deemed effective as of Oct. 31, 2013. The intent of the Amendment was to eliminate certain features of the Notes which would otherwise result in substantial accounting charges to the Company. As a result of the Amendment, the Company believes that as of Nov. 5, 2013,the date of this filing, its stockholders' equity exceeds $4,000,000. Prior to the Amendment, if an event of default existed under the Notes as of Nov. 5, 2013, the holders would have been entitled to redeem $3,405,667 in aggregate principal and interest of the Notes for a redemption price of $41,506,563 (the greater of 125 percent of (x) the deemed value of the shares of common stock underlying the Note and (y) the outstanding principal and unpaid interest under the Notes. The Amendment reduces the event of default redemption price by eliminating the Intrinsic Value calculation and modifying the Base Value calculation and interest rate to more accurately make-whole the holders of the Notes from the loss of interest from an early redemption of the Notes and the decreased value of the Notes without such Intrinsic Value rights. As revised, the event of default redemption amount equals the sum of the Conversion Amount to be redeemed, plus a make-whole amount equal to the amount of any interest that, but for any redemption of the Notes on such given date, would have accrued with respect to the Conversion Amount being redeemed under the Notes at the interest rate then in effect for the period from such given date through Oct. 31, 2023, the amended maturity date of the Notes, discounted to the present value of such interest using a discount rate of 2.5 percent per annum. In addition, the interest rate of the Notes was amended to 15 percent per annum, subject to increase to 25 percent per annum if an event of default occurs and is continuing. 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. 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. YSC INC: Court Okays Hiring of Danielle Kim as Accountant --------------------------------------------------------- YSC, Inc. sought and obtained permission from the Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western District of Washington at Seattle to employ Danielle Kim as accountant. The Debtor requires the services of an accountant to assist it with preparing and filing tax returns, preparing financial statements for its monthly reports to the court and its obligations under the cash collateral order, and other general accounting services. Ms. Kim will be paid and hourly rate of $150.00 Ms. Kim will also be reimbursed for reasonable out-of-pocket expenses incurred. Ms. Kim assured the Court that the 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 can be reached at: Ms. Danielle Kim, CPA 28815 Pacific Hwy S#8 Federal Way, WA 98003 Tel: (253) 839-9301 YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a Ramada Inn in Olympia, Washington, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013, in Seattle. The owner listed the hotels as worth $17.9 million. Total debt is $18.5 million, including $18 million in secured debt. Among mortgage holders, Whidbey Island Bank is owed $13.3 million. About Seven Counties Seven Counties Services Inc., a not-for-profit behavioral services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown on April 4, 2013. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45,603,716 and scheduled liabilities of $232,598,880. Seiller Waterman LLC serves as the Debtor's counsel. Judge Joan A. Lloyd presides over the case. Wyatt, Tarrant & Combs LLP represents the Debtor as special counsel. Hall, Render, Killian, Heath & Lyman, PLLC, is special counsel to represent and advise it in the implementation of its new software system. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. * Hedge Funds Are Muscling Into Munis ------------------------------------- Michael Corkery and Matt Wirz, writing for The Wall Street Journal, reported that hedge funds are making a large bet on municipal debt, bringing aggressive tactics to a $3.7 trillion market long known as humdrum. According to the report, the strategies include demanding high interest rates in return for financing local governments, buying the debt of struggling municipalities on the cheap, and trying to profit on rising volatility as many mom-and-pop investors who have dominated the municipal-bond market for decades flee amid deepening fiscal problems in many U.S. cities and states. "Hedge funds are a new phenomenon in our market," said Richard Larkin, director of credit analysis at brokerage firm H.J. Sims & Co., who has spent 38 years as a municipal-bond analyst, the report related. "And I don't think there is any good that can come of it." The hedge-fund investments range from deeply discounted Puerto Rico debt to highly rated Stanford University bonds, the report said. In Jefferson County, Ala., which filed for bankruptcy protection in 2011, some hedge funds could make a return of about 33% on $900 million of sewer debt they bought at a discount, people familiar with the matter say. Hedge-fund managers say their strategies can benefit all municipal bond investors by leading to more frequent trading, more transparent bond pricing and increased disclosure by government officials seeking to sell debt, the report added. * Moody's: Homebuilding Sector Outlook Positive Despite Slowdown ---------------------------------------------------------------- Home-buying conditions in the US, favorable by historical standards, will remain strong through next year, and "millennials," or people born after 1980, will likely return to the market despite industry fears to the contrary, Moody's Investors Service says in a new report, "US Homebuilders Experience Pause that Refreshes, Rather than Homebuying Paralysis." The new report also reiterates the rating agency's positive outlook for the US homebuilding industry, despite a slowdown in home-buying in the second half of 2013. It answers questions investors ask Moody's most frequently about the industry in 2014. "Homebuyers have reacted rationally to increased mortgage rates and a sharp rise in home prices by slowing down their househunting and homebuying," says Vice President -- Senior Credit Officer, Joseph Snider. "But as mortgage rates stabilize and new home price increases level off, homebuyers will return to the market, lured by still-low mortgage rates and still-high affordability." Among homebuilders, Toll Brothers and D.R. Horton remain the best positioned to return to an investment-grade rating, Moody's says. Both companies should continue to grow rapidly while maintaining strong liquidity and reasonable debt leverage, although Toll Brothers has moved away from investment-grade consideration, at least temporarily, by leveraging up to buy Shapell Industries. "While the industry is now stronger, any individual company's effort to attain and maintain an investment-grade rating may depend on its willingness to forgo certain avenues for growth, such as large debt-financed acquisitions, massive investments in land supply or big share repurchase programs," Snider says. Meanwhile, millennials will not be a "lost generation" of homebuyers, and will eventually return to the market. "We believe millennials will follow every generation that preceded them by buying homes once their economic situation improves," says Snider. Institutional investors are unlikely to pull out of the US real estate market en masse Moody's says. These investors have absorbed much of the excess housing inventory during the past few years, buying and refurbishing distressed properties and then renting them for attractive, low-risk returns. This has raised concerns that they would stampede to flip their holdings once home prices began rising, but this has not happened, nor is it likely to occur anytime soon. * Business Owners See Signs of Economic Recovery in Chicago ----------------------------------------------------------- The Cole Taylor Business Owners Confidence Index survey for the second half of 2013 shows that Chicago-area mid-size business owners and managers are seeing signs of progress in the economic recovery on both a local and national level. Of the business leaders responding to the survey, 85% saw the U.S. economy in good or fair condition, while nearly 80% felt the Chicago economy was in good or fair condition. The levels of those who saw the economy in poor condition were at their lowest level since the survey began in the spring of 2012. Nearly half (45%) reported higher sales volumes over the previous quarter. More than 55% plan to expand their business in the next twelve months, with 61% planning on doing so in Illinois, up from 47% who reported in the spring 2013 survey that they planned to expand in Illinois. Staffing levels remained steady with 64% of respondents saying they were keeping staffing levels flat in the next quarter with 27% planning to add staff and only 9% planning staff reductions. However, respondents continued to criticize national and local economic policy. U.S. economic policy was rated poor by 58% of the business leaders while the state of Illinois' policies were rated poor by 85%. Locally, business leaders expect a flat economy over the next three months, with 76% seeing no change in Chicago area economic conditions. When asked if Illinois elected officials should have term limits, 82% of the entrepreneurs overwhelmingly favored amending the Illinois constitution to do so. Regarding solutions to the state's ongoing pension crisis, 80% favored reducing public worker pension benefits. Compared to one year ago, fewer respondents support expanding casino gambling and reducing state employee staffing levels as solutions. Looking ahead to the 2014 Illinois gubernatorial election, 63% of business owners are undecided, with only Bruce Rauner receiving double digit support (11%) among the five leading candidates. Incidentally, Rauner recommended Term Limit legislation. When asked how likely it is that Illinois will follow Detroit in filing for bankruptcy, 41% thought such a move is highly or somewhat likely while 54% thought it not likely or highly unlikely. Other highlights of the survey included: -- Nearly 20% of the respondents said they had considered selling their business in the last six months. -- Forty percent of those who considered selling said they did so because they either received an offer to sell or the value of their business had risen, possibly as a result of an improving economy. Another 40% said they considered selling due to retirement or lack of succession. -- When asked what was the most critical skill needed for the next generation of leaders, nearly 50% chose critical thinking, with creativity a distant second (21%). Mark A. Hoppe, President and CEO of Cole Taylor Bank, in commenting on the results said, "Signs that the economic recovery is gaining ground is good news for all of us. I'm encouraged to hear that local entrepreneurs see reassuring signs in the marketplace and continue to make plans to expand their businesses, thus adding further strength to the economy. Despite these positive indicators, we continue to face a number of challenges, which is why it is critically important that our local small- and mid-sized businesses assume a leadership role in rebuilding the local economy and in restoring faith in the fiscal condition of our state." More results from the Cole Taylor Business Owners Confidence Index can be found at: http://insight.coletaylor.com/boci-key-findings-fall-2013 About the Cole Taylor Business Owners Confidence Index The Cole Taylor Business Owners Confidence Index is designed to gather feedback from Chicago area business leaders regarding their attitudes and perceptions of the economy, both nationally and in the local market. The semi-annual survey was conducted online by Star Data Systems, Inc., from September 24, 2013, to October 11, 2013, and included 250 decision makers from mid-sized businesses in the Chicago area. Findings are significant to a 95% confidence level with a margin of error of +/- 5%. About Cole Taylor Bank Cole Taylor Bank -- http://www.coletaylor.com-- is a premier commercial bank headquartered in Chicago with assets of $6.0 billion as of September 30, 2013, and is a wholly-owned subsidiary of Taylor Capital Group. Inc. For more than 80 years, Cole Taylor Bank has been successfully meeting the banking needs of closely- held companies and the people who own and manage them by focusing on a relationship-based approach to business. Through its national businesses, Cole Taylor provides a full range of financial services, including asset based lending, commercial equipment financing, and residential mortgage lending. * Tiger Group Appoints Michael McGrail as Chief Operating Officer ----------------------------------------------------------------- Tiger Group has appointed Managing Director Michael McGrail to the newly created post of Chief Operating Officer. Mr. McGrail, who was been with the asset valuation, advisory and disposition services firm since its inception in May 2001, will direct all day-to-day operations of the company, which has offices in Los Angeles, Boston and New York. The Boston-based executive will also continue to oversee Tiger's retail, wholesale, industrial, machinery and equipment appraisal divisions, as well as the retail and wholesale disposition divisions. He reports to Managing Member Daniel Kane. Mr. McGrail has over 22 years experience in retail store closings, asset dispositions and appraisals, and corporate finance. He joined Tiger as Vice President of Finance and was named a Managing Director in 2005. Over the course of his career, he has directly managed the analysis, bidding process and operations of numerous major store-closing programs, including Linens 'n Things, Circuit City, Mervyn's, Gottschalks, Fortunoff's, Kmart, and Borders. Additionally, Mr. McGrail has directed many complex projects designed to enhance returns for Trustees, secured and unsecured creditors, landlords, debtors and other interested parties. Prior to joining Tiger, he spent four years with Thomson Financial Services, where he rose to Finance Manager of the Global Markets Division. A resident of Milton, Mass., Mr. McGrail holds a degree in accounting from Northeastern University. He is a member of the Turnaround Management Association and American Bankruptcy Institute. "With our rapid growth over the past few years, we felt it was important to have someone manage the day to day operations of our various businesses," said Kane. "Michael has been an intricate part of that growth and has hired and trained many of our key personnel. He leads by example and is the perfect person for this new position." 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. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Nov. 1, 2013 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Atlanta Marriott Marquis, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2, 2013 BEARD GROUP, INC. 20th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York, N.Y. Contact: 240-629-3300 or http://bankrupt.com/ Dec. 5-7, 2013 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Terranea Resort, Rancho Palos Verdes, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: Oct. 7, 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 ***