/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/131114.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 14, 2013, Vol. 17, No. 316 Headlines ADT CORP: S&P Withdrew 'B' Short-Term Corp. Credit Rating AFFINION GROUP: Moody's Cuts PDR to 'Ca-PD'; Outlook Negative ALBRIGHT COLLEGE: Moody's Puts 'Ba1' Long-term Rating Under Review ALBERT EINSTEIN ACADEMIES: S&P Rates 2013A & 2013B Bonds 'BB' AMERICAN AIRLINES: Settles Suit with DOJ Over US Airways Merger AMERICAN AIRLINES: AFA Reviews Terms of DOJ Antitrust Settlement AMERICAN AIRLINES: APFA Celebrates DOJ Antitrust Suit Settlement ANEW HEALTH: Voluntary Chapter 11 Case Summary APPVION INC: Files Form 10-Q, Posts $6.5-Mil. Net Income in Q3 ARCE RIVERSIDE: Case Summary & 2 Unsecured Creditors ATLANTIC COAST: Atlanta Federal Reserve OKs CEO's Appointment BEAR STEARNS: Fund Liquidator Suit Assails Ratings Firms BENTLEY PREMIER: Jason Searcy Named Chapter 11 Trustee BG MEDICINE: Incurs $3.6 Million Net Loss in Third Quarter BROADWAY FINANCIAL: Bank Inks Consent Order with OCC BROADCAST INTERNATIONAL: Cancels Merger Pact with AllDigital BUFFALO PARK: Ocwen Opposes Claim Treatment Under Amended Plan BUFFALO PARK: Boog Firm Can Represent Lewis in Vehicle Accident CAPITOL BANCORP: Settlement With FDIC Allows Sale of Banks CHRISTIAN BROTHERS: Case to Make Law on Substantive Consolidation CITY COLLEGE OF SAN FRANCISCO: Trustee Charged w/ Rescuing School CONCHO RESOURCES: Posts $30.4 Million Net Income in 3rd Quarter DETROIT, MI: Mayor-Elect Duggan Sees Key Role Amid Bankruptcy DEVONSHIRE PGA: Gets Final Approval to Use Cash Collateral DEVONSHIRE PGA: Dec. 2 Combined Hearing to Approve Plan DIGERATI TECHNOLOGIES: Rhodes Can't Pursue Estate Claims DUMA ENERGY: Hydrocarb Held 12.3% Equity Stake at Oct. 31 EARL GAUDIO: May Immediately Pay 33% of Bonus Amounts EAST 81ST: Voluntary Chapter 11 Case Summary EMPIRE LLC: Moody's Confirms 'Caa1' CFR & Sr. Secured Notes Rating EMPIRE RESORTS: Welcomes Approval of Casinos in New York ENDEAVOUR INTERNATIONAL: Incurs $40.3 Million Net Loss in Q3 FAIRMONT GENERAL: Panel May Hire CohnReznick LLP as Fin'l Advisor FAIRMONT GENERAL: Huddleston Bolen Okayed as Panel's Local Counsel FIDELITY & GUARANTY: Fitch Affirms 'BB' Long-term Issuer Rating FIDELITY NATIONAL: Fitch Affirms 'BB+' Sr. Unsecured Debt Rating FLORIDA GAMING: Miami Jai-Alai Sues to Knock Out Debt to Lenders FLORIDA GAMING: Guggenheim Securities Hiring Approval Sought FNBH BANCORP: OCC Issues New Consent Order FREDDIE MAC: In Talks with BofA to Settle Mortgage Dispute FRESH & EASY: Tesco Took $214MM as Grocery Chain Failed FRIENDFINDER NETWORKS: Can Employ Sitrick as PR Consultants FRIENDFINDER NETWORKS: Can Hire SSG Advisors as Investment Banker FRIENDFINDER NETWORKS: Has Final OK to Use Cash Until Dec. 31 GELT PROPERTIES: Can Access Cash Collateral Until January 2014 GELT PROPERTIES: Bank to Foreclose on Philadelphia Property GLOBAL AVIATION: Files for Chapter 11 Bankruptcy Protection GLOBALLOGIC HOLDINGS: Moody's Gives B3 CFR & Rates $185MM Debt B1 GLOBALSTAR INC: Files Copy of Presentation Materials with SEC GORDIAN MEDICAL: U.S. Trustee Objects to Plan Confirmation GREEN FIELD ENERGY: UST Wants Another Shot at Secrecy Order GROEB FARMS: Judge Clears Creditors to Vote on Chapter 11 Plan HELIA TEC: Court Approves Hiring of Fuqua & Associates as Counsel IGLESIA PUERTA: Case Summary & 17 Largest Unsecured Creditors IN PLAY: Meadow Ranch Asso. Says Plan Outline is Inadequate IN PLAY: Maya Water Opposes Approval of 2nd Amended Plan Outline INFINIA CORP: Can Employ Hamilton Clark as Fin'l Advisor & Banker INFINIA CORP: Can Hire Fenwick & West as Special Counsel INFINIA CORP: Can Employ Rocky Mountain Advisory as Accountants INVESTCORP BANK: Fitch Affirms 'BB' Long-term Issuer Rating ISTAR FINANCIAL: Files Form 10-Q, Incurs $30.6MM Loss in Q3 IZEA INC: Incurs $975,000 Net Loss in Third Quarter JASON INC: Moody's Affirms 'B1' CFR & Secured Debt Ratings KEEN EQUITIES: Case Summary & 5 Unsecured Creditors KERA RIVERSIDE: Case Summary & 2 Unsecured Creditors LAND CONSERVANCY BC: CCAA Stay Extended to January 2014 LBI MEDIA: S&P Ups CCR to CCC- on Distressed Exchange Completion LIFE CARE: Exit Strategy May Be Known Early December 2013 LIME ENERGY: Green Gas Buys Landfill-Gas-to Energy Project LOFINO PROPERTIES: Seeks Access to Glicny's Cash Collateral MACCO PROPERTIES: Trustee May Hire Pierce Couch, Traub Lieberman MAD CATZ: Obtains Waiver & Fixed Charge Covenant Ratio Amendment MARTIN KELLY: Pro Athletes Score in Bankruptcy Court MAXIM CRANE: Moody's Rates New $325MM Loan Caa2 & Affirms Caa1 CFR MEDIA GENERAL: Files Form 10-Q, Incurs $14.6MM Net Loss in Q3 METRO AFFILIATES: Obtained Interim Approval of $10-Mil. DIP Loan METRO AFFILIATES: Has Interim Authority to Use Cash Collateral METRO AFFILIATES: Rothschild is Fin'l Advisor & Investment Banker METRO AFFILIATES: Employs Silverman Shin as Special Counsel MICRON TECHNOLOGY: Notes Conversion No Effect on Moody's Ba3 CFR MITEL NETWORKS: Moody's Places B3 CFR on Review for Upgrade MONTREAL MAINE: Marathon, Slawson Added in Class Suit MOORE FREIGHT: Creditors Balk at Confirmation of Amended Plan MOORE FREIGHT: Plan Confirmation Hearing Continued Until Nov. 19 MORGANS HOTEL: Incurs $10.3 Million Net Loss in Third Quarter MSI CORP: Negotiates Cash Collateral Access Thru Nov. 15 MT. LAUREL LODGING: Secured Creditor Objects to Cash Use MT. LAUREL LODGING: Employs Perkins Coie as Bankruptcy Counsel MT. LAUREL LODGING: Hires Taft Stettinius as Co-Counsel MT. LAUREL LODGING: Sues NRB for Conversion of Property NEWLEAD HOLDINGS: Issues Add'l 20 Million Shares to Hanover NEWLEAD HOLDINGS: Hires EisnerAmper as New Accountants NEW CENTURY TRS: Mirror Image of 'Stern' Gives Judge Final Power NEW YORK CITY OPERA: Sets and Costumes Hit the Auction Block NGL ENERGY: $890MM Assets Deal No Effect on Fitch's 'BB' IDR NIRVANIX INC: U.S. Trustee Appoints 3-Member Committee NIRVANIX INC: To Sell IP, Other Assets at Friday's Auction NIRVANIX INC: Gets Final Okay to Incur DIP Loan From Lenders NIRVANIX INC: Wants Incentive Plan for HR Executive NIRVANIX INC: Court Okays Bonus Plan for Non-Insider Key Employees NNN 123: Hires Kaye Scholer as Counsel NNN 3500: Nov. 19 Hearing on Employment of Appraisals Unlimited NPS PHARMACEUTICALS: Incurs $1.1 Million Net Loss in 3rd Quarter OCEAN 4660: El Mar Balks at Comerica's Bid to Continue Foreclosure ORCHARD SUPPLY: ACE Companies Object to Disclosure Statement ORMET CORP: Wants Relief From CBA Pending Talks With Steelworkers ORMET CORP: Court Approves $10MM Additional DIP Funding OVERLAND STORAGE: Cyrus Capital Held 19.9% Stake at Nov. 1 PABELLON DE LA VICTORIA: Has Until Nov. 21 to File Plan PATRIOT COAL: Gov't Claims v. Brody, Patriot Ventures Due March 24 PENNSYLVANIA HIGHER: Fitch Maintains 'B' Rating on Class G Notes PHYSIOTHERAPY HOLDINGS: Case Summary & 30 Top Unsecured Creditors PLY GEM HOLDINGS: Posts $16.9 Million Net Income in 3rd Quarter POPLAR SPRINGS: Restaurant, Inn & Spa Sold for $3.4MM at Auction PWK TIMBERLAND: Court Approves Gerald Casey as Counsel QUALITY DISTRIBUTION: Posts $2.7 Million Net Income in Q3 QUICKSILVER RESOURCES: Posts $10.6 Million Net Income in Q3 RAINTREE CORP: Cecil County Airport Sold for $1.35MM at Auction RIH ACQUISITIONS: Meeting to Form Panel Set on Nov. 14 ROCKWELL MEDICAL: Incurs $13.2 Million Net Loss in Third Quarter ROUNDY'S SUPERMARKETS: S&P Puts Rating on CreditWatch Negative SCRANTON, PA: Risks Default on Budget Gap, Moody's Says SECUREALERT INC: Sapinda Now Holds 39.8% of Common Stock SEVEN GROUP: To Cut 630 Jobs at WesTrac Unit SINCLAIR BROADCAST: Reports $36.6 Million Net Income in Q3 SOUTHGOBI RESOURCES: Anticipates Delay in Filing Q3 Results STELLAR BIOTECHNOLOGIES: Appoints CFO and COO SUNTECH POWER: Creditors of Main Unit Back Debt Restructuring Plan THERAPEUTICSMD INC: Files Copy of Conference Call Transcript TRANSGENOMIC INC: Incurs $5.6 Million Net Loss in Third Quarter TRAVELPORT HOLDINGS: Incurs $27 Million Net Loss in 3rd Quarter TRINITY COAL: Plan Approval Opens Way for Essar Repurchase TUSCANY INT'L: Fitch Lowers Issuer Default Ratings to 'B-' UNIFIED 2020: Chapter 11 Trustee Hires Marshall Firm VELTI INC: Section 341(a) Meeting Set on December 2 WESTGATE NURSING HOME: Voluntary Chapter 11 Case Summary ZOGENIX INC: Offering $60 Million Worth of Common Shares * In SAC Case, Judge Won't Decide on Deal Until as Late as March * Apple Credit Union Outlines Key Issues in Housing Finance Reform * U.S. Junk Default Rate Declines to 2.5% in October * Obama to Nominate Massad to Head CFTC * Big Law Mergers Turn Off Clients * Benjamin Stewart Joins Bailey Brauer Law Firm as Counsel * Recent Small-Dollar & Individual Chapter 11 Filings ********* ADT CORP: S&P Withdrew 'B' Short-Term Corp. Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B' short-term corporate credit rating and 'B' commercial paper rating on ADT Corp. in conjunction with the downgrade of the company on July 31, 2013, at which time these two ratings should have been withdrawn. All other ratings on ADT remain unchanged. ADT cancelled its commercial paper program following S&P's downgrade of the company to a speculative grade 'BB-' rating from investment grade. RATINGS LIST Short-Term And Commercial Paper Ratings Withdrawn ADT Corp. To From Corporate Credit Rating BB-/Stable/NR BB-/Stable/B Commercial Paper NR B AFFINION GROUP: Moody's Cuts PDR to 'Ca-PD'; Outlook Negative ------------------------------------------------------------- Moody's Investors Service said that Affinion Group Holdings' recently announced Private Debt Exchange and Consent Solicitation will be viewed as a distressed exchange upon closing. As a result, Moody's downgraded the Probability of Default rating to Ca-PD from Caa2-PD, and anticipates appending an/LD designation (limited default) once the exchange is completed. Moody's affirmed all other debt ratings, including the Caa2 Corporate Family Rating ("CFR"). The outlook remains negative. Affinion plans to exchange its holding company notes and certain operating company subordinated notes for new securities with similar face values but longer maturities. The new $325 million holding company notes would be PIK/toggle notes rather than cash pay now (which Moody's expects would PIK) with warrants to purchase stock, while the new operating company subordinated notes would be cash pay and carry a higher coupon. Upon completion of the exchange, Moody's expects to rate the new holding company notes at least Ca and the operating company subordinated notes at least Caa3. Ratings Rationale: Affinion's new PIK toggle notes free the company from having to make a November 2014 bond interest payment that could otherwise not be made, because of a secured-debt-covenant that restricts upstreaming of cash to make the payment. In addition, the new holding company notes will have a longer maturity and a PIK feature, which constitutes a diminished financial obligation relative to the original obligation of semi-annual cash interest. Moody's therefore views the transaction as a distressed exchange. The restructuring has certain favorable attributes once completed: bond maturities would be extended to 2018, the maturity of the $1.24 secured term loan and revolver would not spring forward (to July, 2015), and cash interest expenses would be about $30 million lower. These changes could provide some flexibility to manage Affinion's business transformation, which includes fostering the loyalty segment's growth, and increasing penetration into overseas markets. When assigning ratings on the new notes, Moody's will take into consideration not only the company's enhanced liquidity and lowered near-term debt-maturity pressures, which may be favorable to the CFR, but also Affinion's higher expected leverage resulting from the PIK feature on the holding company notes and challenges in executing the business turnaround plan. A higher CFR, in turn, could have a favorable impact on the ratings of debt at Affinion Group, Inc. Downgrades: Issuer: Affinion Group Holdings, Inc. Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD Outlook Actions: Issuer: Affinion Group Holdings, Inc. Outlook, Remains Negative Issuer: Affinion Group, Inc. Outlook, Remains Negative Affirmations: Issuer: Affinion Group Holdings, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-4 Corporate Family Rating, Affirmed Caa2 Senior Unsecured Regular Bond/Debenture Nov 15, 2015, Affirmed Ca Issuer: Affinion Group, Inc. Senior Subordinated Regular Bond/Debenture Oct 15, 2015, Affirmed Caa3 Senior Secured Bank Credit Facility Oct 9, 2016, Affirmed B2 Senior Secured Bank Credit Facility Apr 9, 2015, Affirmed B2 Senior Unsecured Regular Bond/Debenture Dec 15, 2018, Affirmed Caa3 ALBRIGHT COLLEGE: Moody's Puts 'Ba1' Long-term Rating Under Review ------------------------------------------------------------------ Moody's Investors Service has placed Albright College's Ba1 long- term rating on Series 2004 bonds under review for downgrade. The review is prompted by near-term remarketing risk for the college's $25.5 million Series 2008 bonds, which have a mandatory tender on December 31, 2013. The review for downgrade reflects the risk that if the Series 2008 bank qualified bonds held by Wells Fargo Bank, N.A. (Aa3/P-1 stable) are not successfully remarketed by the end of the calendar year, then the bonds will be put back to the college. Given the college's very low monthly liquidity of $13.2 million at fiscal yearend (FYE) 2013, Albright does not have sufficient reserves to repay the bank (monthly liquidity to demand debt is 51% at FYE 2013). The college currently has commitment letters from Sovereign Bank, N.A. (Baa1/P-2 stable; parent company is Banco Santander S.A. (Spain), rated Baa2/P-2 negative) and Vist bank (which will provide 25% of the loan; not rated) indicating the terms of their agreement to purchase tax-exempt bank-qualified bonds on or before December 31, 2013 to cover the Series 2008 bonds and also refund the Series 2004 bonds (eligible to be refunded in October 2014). Resolution of the review will be based on the college's successful closure of the new bank-qualified bonds with Sovereign Bank prior to the mandatory tender date. A downgrade is likely if the transaction fails to complete on time given the college's thin liquidity profile. ALBERT EINSTEIN ACADEMIES: S&P Rates 2013A & 2013B Bonds 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' long-term rating to the California Municipal Finance Authority's $15.04 million series 2013A and taxable series 2013B charter school revenue bonds issued on behalf of 458 26th Street Holdings LLC for the Albert Einstein Academies project. The outlook is stable. Operations from Albert Einstein (AE) Elementary and AE Middle Schools secure the bonds. The schools are separately chartered and maintain separate finances, but are governed by the same board of directors and are related institutions. "The rating reflects our opinion of the risks associated with the schools' consolidated financial profile, specifically the 0.5x pro forma maximum annual debt service (MADS) coverage for fiscal 2013and the high debt burden," said Standard & Poor's credit analyst Jessica Matsumori. "Pro forma MADS equalled 22.3% of expenses in fiscal 2013. Based on management's projections, we anticipate that the schools' lease-adjusted MADS coverage should improve from current levels. The rating also reflects our opinion of Albert Einstein Academies healthy demand characteristics and the organization's institutional tenure," added Ms. Matsumori. AE Elementary and AE Middle schools are currently located at the same location in San Diego. Upon completion of the new facilities, AE Middle School will relocate to a new building a mile away. AE Elementary School opened in 2002 and now serves 531 kindergarten through fifth grade students. AE Middle now serves 350 in grades six through eight. AMERICAN AIRLINES: Settles Suit with DOJ Over US Airways Merger --------------------------------------------------------------- AMR Corporation, the parent company of American Airlines, Inc., and US Airways Group, Inc. on Nov. 12 disclosed that the airlines have settled the litigation brought by the U.S. Department of Justice (DOJ), the States of Arizona, Florida, Michigan and Tennessee, the Commonwealths of Pennsylvania and Virginia, and the District of Columbia challenging the merger of AMR and US Airways. The companies also announced an agreement with the U.S. Department of Transportation (DOT) related to small community service from Washington Reagan National Airport (DCA). Tom Horton, chairman, president and CEO of AMR, and incoming chairman of the board of the combined company, said, "This is an important day for our customers, our people and our financial stakeholders. This agreement allows us to take the final steps in creating the new American Airlines. With a renewed spirit, we are about to create the world's leading airline that will offer, along with our oneworld(R) partners, a comprehensive global network and service by the best people in the business. There is much more work ahead of us but we're energized by the challenge and look forward to competing vigorously in the ever-changing global marketplace." Doug Parker, chairman and CEO of US Airways, and incoming CEO of the combined airline, said, "This is very good news and we are grateful to all who have made it happen. In particular, we are thankful to our employees, who throughout this process continued to believe in a better future as one airline and who voiced their support passionately and consistently. We also want to thank the elected officials in the states and communities we serve, the business leaders in our hub cities, and the thousands of customers who endorsed and supported this effort. Thank you as well to the U.S. Department of Justice, the state attorneys general and the U.S. Department of Transportation. We are pleased to have this lawsuit behind us and look forward to building the new American Airlines together." Under the terms of the settlement, the airlines will divest 52 slot pairs at Washington Reagan National Airport (DCA) and 17 slot pairs at New York LaGuardia Airport (LGA), as well as certain gates and related facilities to support service at those airports.[i] The airlines also will divest two gates and related support facilities at each of Boston Logan International Airport, Chicago O'Hare International Airport, Dallas Love Field, Los Angeles International Airport, and Miami International Airport. The divestitures will occur through a DOJ approved process following the completion of the merger. Despite the divestitures, the new American is still expected to generate more than $1 billion in annual net synergies beginning in 2015, as was estimated when the merger was announced in February. After completion of the required divestitures, the combined company expects to operate 44 fewer daily departures at DCA and 12 fewer daily departures at LGA than the approximately 290 daily DCA departures and 175 daily LGA departures that American and US Airways operate today.[ii] The divestitures required by the settlement are not expected to impact total employment at the new American. To ensure much of the service currently operated by the carriers to small- and medium-sized markets from DCA is maintained, the new American has agreed with the DOT to use all of its DCA commuter slot pairs for service to these communities. The new American intends to announce the service changes that will result from the divestitures in advance of the sale of the DCA and LGA slots, so that the airlines acquiring those slots have the opportunity to maintain service to those impacted communities. In the settlement agreement with the state Attorneys General, the new American has agreed to maintain its hubs in Charlotte, New York (Kennedy), Los Angeles, Miami, Chicago (O'Hare), Philadelphia, and Phoenix consistent with historical operations for a period of three years. In addition, with limited exceptions, for a period of five years, the new American will continue to provide daily scheduled service from one or more of its hubs to each plaintiff state airport that has scheduled daily service from either American or US Airways. A previous settlement agreement with the state of Texas will be amended to make it consistent with today's settlement. Completion of the merger remains subject to the approval of the settlements by the U.S. Bankruptcy Court, and certain other conditions. The companies now expect to complete the merger in December 2013. 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: AFA Reviews Terms of DOJ Antitrust Settlement ---------------------------------------------------------------- The Association of Flight Attendants-CWA (AFA), representing US Airways Flight Attendants, on Nov. 12 issued the following statement from AFA US Airways president Roger Holmin after the United States Department of Justice (DOJ) announced a settlement with US Airways/American Airlines. The resolution of the anti- trust lawsuit will now be submitted to Bankruptcy Judge Sean Lane for approval. "AFA is carefully reviewing the terms of this agreement to ensure that the merger continues to provide a positive future for US Airways Flight Attendants. [Tues]day's settlement is a tribute to the powerful advocacy of Flight Attendants and other workers who tirelessly encouraged the DOJ to discuss viable options that would allow for the completion of the world's largest airline. "US Airways Flight Attendants continue to back the merger as long as it supports the opportunities and benefits we have worked long and hard to achieve. To that end, AFA has proposed a process for negotiating a Flight Attendant agreement which ensures 24,000 Flight Attendants at the merged carrier fully share in the benefits of the merger. AFA also remains committed to working with our counterparts at American Airlines on developing a harmonious integration for Flight Attendants so as to avoid a representation election. "Flight Attendants at US Airways, through our hard work and sacrifices, helped make this merger possible. When the anti-trust lawsuit threatened the opportunity to realize the benefits of the merger, we stood together with other frontline workers and took the case of our colleagues and families directly to lawmakers and Justice. We have demonstrated what we can accomplish by working together and we intend to redouble our efforts to ensure Flight Attendants achieve the best contract at the world's largest airline." About The Association of Flight Attendants The Association of Flight Attendants -- http://www.ourafa.org-- is the world's largest Flight Attendant union. Focused 100 percent on Flight Attendant issues, AFA has been the leader in advancing the Flight Attendant profession for 67 years. Serving as the voice for Flight Attendants in the workplace, in the aviation industry, in the media and on Capitol Hill, AFA has transformed the Flight Attendant profession by raising wages, benefits and working conditions. Nearly 60,000 Flight Attendants come together to form AFA, part of the 700,000-member strong Communications Workers of America (CWA), AFL-CIO. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. 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: APFA Celebrates DOJ Antitrust Suit Settlement ---------------------------------------------------------------- The Association of Professional Flight Attendants, representing 16,000 flight attendants at American Airlines, cheered the announcement on Nov. 12 that the Justice Department has accepted a settlement in its antitrust suit against American Airlines and US Airways. This is the culmination of well over a year of hard work. APFA recognized the value of the merger plan and executed a creative strategy to bring the deal to fruition. From the halls of Congress to the board rooms of Wall Street, American's flight attendants convinced every major stakeholder that their airline needed a merger partner in order to compete with the remaining legacy carriers Delta and United. This is the first time a merger has been completed in bankruptcy and it could not have occurred without the support of organized labor and the strong advocacy of the APFA. "This is fantastic news not only for all the employees of the new American, but for consumers and the industry," said APFA President Laura Glading. "I want to thank our flight attendants for stepping up and making the case for this merger. Clearly, our voices were heard at the Justice Department. There is strength in unity." After striking labor agreements with US Airways management, APFA used its position on the Unsecured Creditors' Committee of American's ongoing bankruptcy trial to advocate for the merger plan. When the Justice Department sued to block the merger in August, APFA took to Capitol Hill to rally support for the deal. As the strongest labor advocate for the merger, APFA President Laura Glading was put on the witness list to testify in support. APFA was a relentless and unwavering advocate for the merger plan since its inception in April of 2012. The turning point of the deal came when APFA forced American into sharing proprietary financial information with US Airways. APFA was the last to hold out on a labor agreement with American following Section 1113 proceedings. American, needing a contract with its flight attendants to establish its cost structure, had no choice but to entertain the merged option when APFA refused to give in. About APFA Founded in 1977, the Association of Professional Flight Attendants (APFA) is the largest independent Flight Attendant union in the nation. It represents the 16,000 Flight Attendants at American Airlines. APFA Members live in almost every state of the nation as well as several countries and serve millions of Americans as they travel the nation and the world. In 2003, APFA played a major role in keeping American Airlines solvent and out of bankruptcy by giving back an employee bailout of $340 million in annual salary and benefits, for a total of over $3 billion and counting. APFA had been in negotiations with American for almost four years when the carrier filed for Chapter 11 bankruptcy protection on November 29, 2011. Laura Glading, a 34-year flight attendant, is serving her second four-year term as president of the union. 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). ANEW HEALTH: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Anew Health Care, Inc. 4606 Centerview, Ste 223 San Antonio, TX 78228 Case No.: 13-53105 Chapter 11 Petition Date: November 12, 2013 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: David T. Cain, Esq. 8610 N New Braunfels, Suite 309 San Antonio, TX 78217 Tel: (210) 308-0388 Fax: (210) 341-8432 Email: caindt@swbell.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,001 to $1 million The petition was signed by Mostafa Ahmed, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. APPVION INC: Files Form 10-Q, Posts $6.5-Mil. Net Income in Q3 -------------------------------------------------------------- Appvion, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing 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. 30, 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. 29, 2012. The Company's balance sheet at Sept. 29, 2013, showed $558.91 million in total assets, $931.51 million in total liabilities and a $372.59 million total deficit. "The Company was in compliance with all debt covenants at September 29, 2013, and is forecasted to remain compliant for the next 12 months. The Company's ability to comply with the financial covenants in the future depends on achieving forecasted operating results and operating cash flows. The Company's failure to comply with its covenants, or an assessment that it is likely to fail to comply with its covenants, could lead the Company to seek amendments to, or waivers of, its financial covenants. The Company cannot provide assurance that it would be able to obtain any amendments to or waivers of the covenants. In the event of noncompliance with its debt covenants, if the lenders will not amend or waive the covenants, the debt would be due and the Company would need to seek alternative financing. The Company cannot provide assurance that it would be able to obtain alternative financing. If the Company were not able to secure alternative financing, this would have a material adverse impact on the Company," the Company said in the Report. A copy of the Form 10-Q is available for free at: http://is.gd/ah6mvw 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. ARCE RIVERSIDE: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: Arce Riverside, LLC 390 Bridge Parkway #C Redwood City, CA 94065 Case No.: 13-32456 Chapter 11 Petition Date: November 12, 2013 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Dennis Montali Debtor's Counsel: Chris D. Kuhner, Esq. KORNFIELD, NYBERG, BENDES AND KUHNER 1970 Broadway #225 Oakland, CA 94612 Tel: (510) 763-1000 Email: c.kuhner@kornfieldlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by George Arce, managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/canb13-32456.pdf ATLANTIC COAST: Atlanta Federal Reserve OKs CEO's Appointment ------------------------------------------------------------- The Federal Reserve Bank of Atlanta notified the Company that it did not have any objection to the appointment of Mr. John K. Stephens, Jr. as president, chief executive officer and a director of the Company. Mr. Stephens began his service as president, chief executive officer and a director of the Company effective Oct. 31, 2013. About Atlantic Coast Jacksonville, Florida-based Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community- oriented financial institution serving northeastern Florida and southeastern Georgia markets through 12 locations, with a focus on the Jacksonville metropolitan area. The Company reported a net loss of $6.66 million on $33.50 million of total interest and dividend income for the year ended Dec. 31, 2012, as compared with a net loss of $10.28 million on $38.28 million of total interest and dividend income in 2011. Total assets were $714.1 million at Sept. 30, 2013, compared with $772.6 million at Dec. 31, 2012, as the Company has continued to manage asset size consistent with its overall capital management strategy. McGladrey LLP, in Jacksonville, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations that have adversely impacted capital at Atlantic Coast Bank. The failure to comply with the regulatory consent order may result in Atlantic Coast Bank being deemed undercapitalized for purposes of the consent order and additional corrective actions being imposed that could adversely impact the Company's operations. This raises substantial doubt about the Company's ability to continue as a going concern. BEAR STEARNS: Fund Liquidator Suit Assails Ratings Firms -------------------------------------------------------- Chris Dolmetsch, writing for Bloomberg News, reported that McGraw Hill Financial Inc.'s Standard & Poor's unit, Moody's Corp. and Fitch Group Inc. were sued by the liquidators of two Bear Stearns hedge funds, who accused them of issuing ratings they knew were bogus. According to the report, Geoffrey Varga and Mark Longbottom, the liquidators of the two defunct funds, filed a summons and notice in New York State Supreme Court in Manhattan in July indicating their intention to sue the companies over their ratings. The liquidators filed a complaint on Nov. 12 giving details of their claims. In their lawsuit, which seeks damages in connection with more than $1 billion in losses, the liquidators include communications that they say show the companies knew their ratings were faulty, the report related. In one text message cited in the filing, an S&P employee purportedly told a co-worker that investments could be "structured by cows" and still get rated, the report said. An internal document from a Moody's worker said the firm sold its soul "to the devil for revenue," according to the complaint. "These quotes are not the punch line to a bad joke," the liquidators said in the complaint, the report further related. They are "evidence that, at the same time these ratings agencies were issuing their top, virtually risk-free ratings on numerous complex securities, each of these very same rating agencies (but not the investing public) knew the ratings were false." The case is Varga v. McGraw Hill Financial Inc., 652410/2013, New York state Supreme Court, New York County (Manhattan). About Bear Stearns New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) -- http://www.bearstearns.com/-- was a leading financial services firm serving governments, corporations, institutions and individuals worldwide. The investment bank collapsed in 2008 and was sold in a distressed sale to JPMorgan Chase in a transaction backed by the U.S. government. Grand Cayman, Cayman Islands-based Bear Stearns High-Grade Structured Credit Strategies Enhanced Leverage Master Fund Ltd. and Bear Stearns High-Grade Structured Credit Strategies Master Fund Ltd. were open-ended investment companies, which sought high income and capital appreciation relative to the London Interbank Offered Rate, and designed for long-term investors. On July 30, 2007, the Funds filed winding up petitions under the Companies Law of the Cayman Islands. Simon Lovell Clayton Whicker and Kristen Beighton at KPMG were appointed joint liquidators. The joint liquidators filed for Chapter 15 petitions before the U.S. Bankruptcy Court for the Southern District of New York the next day. On August 30, 2007, the Honorable Burton R. Lifland denied the Funds protection under Chapter 15 of the Bankruptcy Code. BENTLEY PREMIER: Jason Searcy Named Chapter 11 Trustee ------------------------------------------------------ William T. Neary, The United States Trustee in Region 6, sought and obtained approval from the U.S. Bankruptcy Court to appoint Jason Searcy as Chapter 11 Trustee in the bankruptcy case of Bentley Premier Builders, LLC. On September 26, 2013, the Court issued its order directing the appointment of a chapter 11 trustee in the Debtor's case. On October 3, 2013, the U.S. Trustee filed his Second Notice of Appointment of Mr. Searcy as the chapter 11 trustee. Prior to the appointment of Mr. Searcy, the U.S. Trustee consulted with counsel for the Debtor, counsel for parties-in-interest in the case, and counsel for secured creditor and interest holder. To the best knowledge of the U.S. Trustee, Mr. Searcy has disclosed all of his connections with the Debtor, creditors, any other parties-in-interest, their respective attorneys and accountants, the U.S. Trustee and all persons employed by the U.S. Trustee. The chapter 11 trustee's bond was set at $600,000. Timothy W. O'Neal is the Assistant U.S. Trustee. Marcus F. Salitore is the Trial Attorney. About Bentley Premier Bentley Premier Builders, LLC, is a Texas limited liability company in the business of real estate development and building custom houses. It filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas. Judge Brenda Rhoades presides over the case. Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as counsel. The Debtor disclosed $35,793,857 in assets and $30,428,782 in liabilities as of the Chapter 11 filing. BG MEDICINE: Incurs $3.6 Million Net Loss in Third Quarter ---------------------------------------------------------- BG Medicine, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.66 million on $1.03 million of total revenues for the three months ended Sept. 30, 2013, as compared with a net loss of $6.81 million on $641,000 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 $13.91 million on $2.92 million of total revenues as compared with a net loss of $20.87 million on $1.74 million of total revenues for the same period a year ago. As of Sept. 30, 2013, the Company had $13.56 million in total assets, $12.95 million in total liabilities and a $610,000 total stockholders' equity. "We continue to make significant progress in addressing the fundamentals of our business," said Paul R. Sohmer, M.D., president and chief executive officer. "We believe that we are setting the table for our go-forward success." A copy of the Form 10-Q is available for free at: http://is.gd/pBTVyM About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. In its annual report for the period ended Dec. 31, 2012, the Company said: "We expect to incur further losses in the commercialization of our cardiovascular diagnostic test and the operations of our business and have been dependent on funding our operations through the issuance and sale of equity securities. These circumstances may raise substantial doubt about our ability to continue as a going concern." BG Medicine reported a net loss of $23.8 million in 2012, compared with a net loss of $17.6 million in 2011. BROADWAY FINANCIAL: Bank Inks Consent Order with OCC ---------------------------------------------------- Broadway Financial Corporation, parent of Broadway Federal Bank, f.s.b., reported that the Bank entered into a Consent Order with the Office of the Comptroller of the Currency on Oct. 30, 2013. The Consent Order supersedes the Order to Cease and Desist that the Bank entered into with the OCC's predecessor regulatory agency, the Office of Thrift Supervision, which was executed on Sept. 9, 2010, as well as a regulatory directive issued to the Bank earlier in 2010. The terms of the Consent Order were based on the results of a full regulatory examination of the Bank conducted by the OCC during the summer of 2013 and coincided with an upgrade of the Bank's regulatory rating by the OCC. The Order to Cease and Desist issued in September 2010 to the Company by the OTS remains in effect and is now administered by the Federal Reserve Board, acting through the Federal Reserve Bank of San Francisco. As part of the Consent Order, the Bank is required to attain, and thereafter maintain, a Tier 1 (Core) Capital to Adjusted Total Assets ratio of at least 9 percent and a Total Risk-Based Capital to Risk-Weighted Assets ratio of at least 13 percent, both of which ratios are greater than the respective 4 percent and 8 percent levels for those ratios that are generally required under OCC regulations. The Bank's regulatory capital exceeded both of these higher capital ratios at the end of each quarter during 2013. The Consent Order issued by the OCC imposes certain requirements on the Bank. These requirements include the following, among others: * The Bank must create a Compliance Committee consisting of at least three independent Directors to monitor compliance with the Consent Order, among other matters. * The Board of the Bank must prepare and submit a Strategic Plan and a Capital Plan that is consistent with the Strategic Plan. The Capital Plan requirement includes requirements regarding targeted capital ratios, as described above, and prior approval requirements for the payment of dividends to the Company. * The Bank must implement an enhanced set of business operational and corporate governance processes, as well as create a commercial real estate concentration risk management program and a written program to reduce the level of assets considered doubtful, substandard or special mention. This latter program requirement includes requirements to monitor the levels of such assets on an ongoing basis and to prepare and implement corrective actions as deemed necessary. * The Bank must also implement an independent ongoing loan review system and adopt new policies with respect to maintaining an adequate allowance for loan and lease losses. Also, the Consent Order does not include certain restrictions on the Bank that had been imposed by the Order to Cease and Desist that had been issued by the OTS to the Bank, such as the specific limitation on the Bank's ability to increase its assets during any quarter, or certain limitations on employment agreements and compensation arrangements. Pursuant to the Consent Order, growth in the Bank's assets must be achieved in a manner that is consistent with the Strategic Plan and Capital Plan, which must be submitted to the OCC and receive written determinations of no supervisory objection before they are implemented. Chief Executive Officer, Wayne-Kent Bradshaw stated, "We are pleased that the OCC has recognized improvements in the Bank's financial condition and internal control processes by upgrading our regulatory rating in conjunction with its recent full regulatory examination. In addition, the Consent Order removes the restrictions on growth that were contained in the superseded Order to Cease and Desist, which removal will assist us in our recently implemented plans to resume prudent growth in a manner consistent with our strategic and capital plans. We are continuing to implement changes in our controls and processes to not only comply with the Consent Order, but also strengthen our organization so that the Consent Order for the Bank and the Order to Cease and Desist for the Company are removed." A copy of the Consent Order is available for free at: http://is.gd/sgawOQ About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is currently regulated by the Board of Governors of the Federal Reserve System. The Bank is currently regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial disclosed net income of $588,000 on $19.89 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $14.25 million on $25.11 million of total interest income during the prior year. The Company's balance sheet at June 30, 2013, showed $345.2 million in total assets, $328.61 million in total liabilities, and a $16.58 million in total shareholders' equity. Crowe Horwath LLP, in Sacramento, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a tax sharing liability to its consolidated subsidiary that exceeds its available cash, the Company is in default under the terms of a $5 million line of credit with another financial institution lender in which the stock of its subsidiary bank, Broadway Federal Bank is held as collateral for the line of credit and the Company and the Bank are both under formal regulatory agreements. Furthermore, the Company and the Bank are not in compliance with these agreements and the Company's and the Bank's capital plan that was submitted under the agreements has been preliminarily approved subject to completion of its recapitalization. Failure to comply with these agreements exposes the Company and the Bank to further regulatory sanctions that may include placing the Bank into receivership. These matters raise substantial doubt about the ability of Broadway Financial Corporation to continue as a going concern. BROADCAST INTERNATIONAL: Cancels Merger Pact with AllDigital ------------------------------------------------------------ The Agreement and Plan of Merger and Reorganization dated Jan. 6, 2013, among Broadcast International, Inc., Alta Acquisition Corporation and AllDigital Holdings, Inc., was terminated on Nov. 4, 2013. Section 8.1(b) of the Merger Agreement provides that either Broadcast or AllDigital may terminate the Agreement if the Merger is not consummated by Oct. 31, 2013, provided that such failure is not attributable to the terminating party's failure to perform its obligations under the Merger Agreement. On Nov. 4, 2013, Broadcast notified AllDigital that it terminated the Merger Agreement pursuant to Section 8.1(b), effective immediately. Following delivery of Broadcast's notice of termination, AllDigital responded by asserting that the Merger did not close because Broadcast failed to perform its obligations and that Broadcast was not entitled to terminate under Section 8.1(b). AllDigital further notified Broadcast that it was terminating the Merger Agreement for cause based on Broadcast's alleged breach of the non-solicitation covenants in the Merger Agreement, which AllDigital asserts triggers a termination fee of $100,000 and 4 percent of the equity of Broadcast on a non-diluted basis, and for various other alleged misrepresentations and breaches. Broadcast disputes AllDigital's allegations and assertions, denies that AllDigital is entitled to any termination fee and reserves the right to pursue damages from AllDigital arising from AllDigital's actions in relation to the Merger Agreement. In connection with the termination of the Merger Agreement, Broadcast filed requests to withdraw its Registration Statements on Form S-4 (File Nos. 333-189869 and 333-190898) with the U.S. Securities and Exchange Commission on Nov. 6, 2013. About Broadcast International Based in Salt Lake City, Broadcast International, Inc., installs, manages and supports private communication networks for large organizations that have widely-dispersed locations or operations. The Company owns CodecSys, a video compression technology to convert video content into a digital data stream for transmission over satellite, cable, Internet, or wireless networks, as well as offers audio and video production services. The Company's enterprise clients use its networks to deliver training programs, product announcements, entertainment, and other communications to their employees and customers. The Company reported net income of $1.30 million in 2011, compared with a net loss of $18.66 million in 2010. The Company's balance sheet at June 30, 2013, showed $1.23 million in total assets, $7.96 million in total liabilities and a $6.73 million total stockholders' deficit. BUFFALO PARK: Ocwen Opposes Claim Treatment Under Amended Plan -------------------------------------------------------------- Deutsche Bank National Trust Company, as trustee for GSAA Home Equity Trust 2006-7, Asset Backed Certificates, Series 2006-7, by Ocwen Loan Servicing, LLC, its loan servicer, objects to the treatment of its claim in the Amended Chapter 11 Plan dated Oct. 15, 2013 proposed by Ronald and Carol Lewis and Buffalo Park Development Company. The Debtors borrowed $280,000 from Ocwen to fund the purchase of a property, with a fixed rate of 7.750%. Ocwen objects to the principal balance of the loan being modified to $270,700 and the interest rate modifified to 3.50% under the Plan. Ocwen says the total unpaid principal balance, interest and other charges, as of Sept. 24, 2013 is $322,520. About Buffalo Park Development Properties Buffalo Park Development Properties, Inc., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013. Ronald P. Lewis signed the petition as owner and CEO. Buffalo Park disclosed $20,777,601 assets and $11,294,567 liabilities in its schedules. Robert Padjen, Esq., at Laufer and Padjen LLC serves as counsel to Buffalo Park. Judge Elizabeth E. Brown presides over the case. U.S. Trustee Richard A. Wieland has been unable to appoint an official committee of unsecured creditors in the Debtor's Chapter 11 case because there were too few unsecured creditors who were willing to serve on the creditors' committee. BUFFALO PARK: Boog Firm Can Represent Lewis in Vehicle Accident --------------------------------------------------------------- Judge Howard R. Tallman granted Debtors Ronald and Carol Lewis' request to expand Boog & Cruser, P.C.'s scope of services to include representation of the Lewis Debtors in non-bankruptcy matters, specifically a vehicle accident involving Carol Lewis that occurred on June 7, 2013. About Buffalo Park Development Properties Buffalo Park Development Properties, Inc., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013. Ronald P. Lewis signed the petition as owner and CEO. Buffalo Park disclosed $20,777,601 assets and $11,294,567 liabilities in its schedules. Robert Padjen, Esq., at Laufer and Padjen LLC serves as counsel to Buffalo Park. Judge Elizabeth E. Brown presides over the case. U.S. Trustee Richard A. Wieland has been unable to appoint an official committee of unsecured creditors in the Debtor's Chapter 11 case because there were too few unsecured creditors who were willing to serve on the creditors' committee. CAPITOL BANCORP: Settlement With FDIC Allows Sale of Banks ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Capitol Bancorp Ltd., a bank holding company from Lansing, Michigan, reached an agreement with the Federal Deposit Insurance Corp. allowing an auction to go ahead this month with Wilbur Ross' Talmer Bancorp Inc. as the intended purchaser. According to the report, if there are no higher bids, Talmer will pay $4.5 million in cash to buy four banks and pick up costs to cure breaches of contracts while providing a $90 million capital injection for the acquired banks. Talmer will also fund an escrow account with $2.5 million to pay professional fees, taking back any unused portion. The FDIC had asserted so-called cross-guarantee claims against the four banks, seeking to recover losses resulting when sister banks were taken over by regulators. The settlement calls for the FDIC to receive 85 percent of net sale proceeds, with Capitol retaining 15 percent. The banks being sold will be released from cross-guarantee liability. Talmer said it wouldn't go ahead with the purchase unless the FDIC were to waive its claims, Capitol said in a court filing. The bankruptcy judge in Detroit will hold a hearing on Nov. 12 for approval of the FDIC settlement. The settlement will also enable completion of the sale of another Capitol bankrupt previously approved by the bankruptcy court. The auction for the four banks is set for Nov. 18. A hearing to approve sale will take place on Nov. 19. If the banks weren't sold, Capitol said, they would be taken over by regulators. In one month this year, four of Capitol's bank subsidiaries were taken over by the FDIC. About Capitol Bancorp Capitol Bancorp Ltd. and Financial Commerce Corporation filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case Nos. 12-58409 and 12-58406) on Aug. 9, 2012. Capitol Bancorp -- http://www.capitolbancorp.com/-- is a community banking company with a network of individual banks and bank operations in 10 states and total consolidated assets of roughly $2.0 billion as of June 30, 2012. CBC owns roughly 97% of FCC, with a number of CBC affiliates owning the remainder. FCC, in turn, is the holding company for five of the banks in CBC's network. CBC is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the symbol "CBCR." Lawyers at Honigman Miller Schwartz and Cohn LLP represent the Debtors as counsel. John A. Simon, Esq., at Foley & Lardner LLP, represents the Official Committee of Unsecured Creditors as counsel. In its petition, Capitol Bancorp scheduled $112,634,112 in total assets and $195,644,527 in total liabilities. The petitions were signed by Cristin K. Reid, corporate president. The Company's balance sheet at Sept. 30, 2012, showed $1.749 billion in total assets, $1.891 billion in total liabilities, and a stockholders' deficit of $141.8 million. Prepetition, the Debtor arranged a reorganization plan that was accepted by the requisite majorities of creditors and equity holders in all classes. Problems arose when affiliates of Valstone Partners LLC declined to proceed with a tentative agreement to fund the reorganization by paying $50 million for common and preferred stock while buying $207 million in face amount of defaulted commercial and residential mortgages. CHRISTIAN BROTHERS: Case to Make Law on Substantive Consolidation ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Christian Brothers' Institute has a hearing in bankruptcy court on Nov. 15 for the approval of disclosure materials explaining a reorganization plan resulting from an agreement with lawyers for sexual abuse victims. According to the report, at the same hearing in U.S. Bankruptcy Court in White Plains, New York, the institute will ask the judge to dismiss a lawsuit filed by the Archdiocese of Seattle. The institute sought Chapter 11 protection in April 2011 after being sued in Washington along with the Seattle Archdiocese. One year later, the Seattle church sued the institute in bankruptcy court, saying the judge should "substantively consolidate" the Christian Brothers Institute with the Christian Brothers of Ireland Inc. At the Nov. 15 hearing, the institute will argue that a creditor doesn't have the right to mount a suit seeking substantive consolidation. Only a bankrupt company has that right, the institute says. The institute conceded that the U.S. Court of Appeals in Manhattan has yet to rule on whether a creditor can sue for substantive consolidation. If a court orders substantive consolidation, assets and debts of two or more companies are thrown into one pot for identical distribution to creditors, without regard for the assets and debt of any particular company. The institute said its plan doesn't rest on substantive consolidation. If approved by creditors and the bankruptcy court, the plan filed in August would create a trust for abuse claimants initially funded with $13.4 million from the religious order and $3.2 million from Providence Washington Insurance Co. About Christian Brothers' Institute The Christian Brothers' Institute in New Rochelle, New York, is a domestic not-for-profit 501(c)(3) corporation organized under Sec. 102(a)(5) of the New York Not-for-Profit Corporation Law. CBI was formed to establish, conduct and support Catholic elementary and secondary schools principally throughout New York State. The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is a domestic not-for-profit 501(c)(3) corporation organized under the Not-for-Profit Corporation Law of the State of Illinois. CBOI was formed to establish, conduct and support Catholic elementary and secondary schools principally throughout the State of Illinois, as well as other spiritual and temporal affairs of the former Brother Rice Province of the Congregation of Christian Brothers. CBI and CBOI depend upon grants and donations to fund a portion of their operating expenses. The Christian Brothers' Institute and The Christian Brothers of Ireland filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves as the Debtors' bankruptcy counsel. The Christian Brothers' Institute disclosed assets of $63,418,267 and $8,484,853 in liabilities. CBOI discloses assets of $1,091,084 and liabilities of $3,622,500. Attorneys at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, Calif., and New York, N.Y., represent the Official Committee of Unsecured Creditors as counsel. Paul A. Richler, Esq., of Pacific Palisades, Calif., serves as Special Insurance Counsel to the Official Committee of Unsecured Creditors. The Christian Brothers' Institute and The Christian Brothers of Ireland, Inc., and the Official Committee of Unsecured Creditors have a plan made possible following an "allocation plan" negotiated with 75% of sexual abuse claimants. The Joint Chapter 11 Plan of Reorganization dated Aug. 22, 2013, has the Debtors and the Official Committee of Unsecured Creditors as co-proponents. CITY COLLEGE OF SAN FRANCISCO: Trustee Charged w/ Rescuing School ----------------------------------------------------------------- Jim Carlton and Caroline Porter, writing for The Wall Street Journal, reported that the fate of City College of San Francisco, one of the nation's largest community colleges, rests largely on the surgically repaired shoulder of a state-appointed trustee named Robert Agrella. According to the report, the 70-year-old former community-college president is in a race against time to slim down the bureaucratic behemoth with 80,000 students and 1,900 faculty before it implodes. "In community colleges in general, we tried to be all things to all people," he said, the report cited. "We cannot afford to do that any longer." In July, the Accrediting Commission for Community and Junior Colleges, said it plans to revoke the school's accreditation at the end of the school year, giving the college a year to prove that it can turn around or be shut down, the report said. Among other failings, the private agency found the school had failed to reduce spending amid state funding declines while keeping too little money in reserves, the report related. City College has $10 million in savings and $850,000 set aside for emergencies, but the accreditor found the school faces long-term problems if it doesn't change its spending patterns. The commission also found the college didn't meet standards in some instructional programs, in student support services and in library facilities. CONCHO RESOURCES: Posts $30.4 Million Net Income in 3rd Quarter --------------------------------------------------------------- Concho Resources Inc. reported net income of $30.42 million on $652.92 million of total operating revenues for the three months ended Sept. 30, 2013, as compared with net income of $5.98 million on $465.34 million of total operating revenues for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported net income of $145.21 million on $1.68 billion of total operating revenues as compared with net income of $356.40 million on $1.34 billion of total operating revenues for the same period last year. The Company's balance sheet at Sept. 30, 2013, showed $9.53 billion in total assets, $5.88 billion in total liabilities and $3.64 billion in total stockholders' equity. "Strategically, we have significant flexibility in how we choose to execute our business. That flexibility is a direct result of the success across our assets in both the Delaware and Midland Basins," commented Tim Leach, Concho's Chairman, CEO and President. "The performance of our assets and depth of our inventory are compelling and suggest that we can increase our growth rate. Combined with a strong balance sheet, robust cash margin and compelling economics, we are well positioned today to accelerate growth. Our 2014 capital budget is intended to lay the groundwork for a multi-year growth plan expected to double our production while reducing our leverage ratio by 2016." A copy of the press release is available for free at: http://is.gd/RBIrEf About Concho Resources Inc. Concho Resources Inc. is an independent oil and natural gas company engaged in the acquisition, development and exploration of oil and natural gas properties. The Company's operations are focused in the Permian Basin of Southeast New Mexico and West Texas. For more information, visit Concho?s website at www.concho.com. * * * As reported by the TCR on May 22, 2013, Moody's Investors Service upgraded Concho Resources Inc.'s Corporate Family Rating to Ba2 from Ba3. "The upgrade to Ba2 reflects Concho Resources' strong cash margins, relatively high proportion of oil in the production mix, and continued growth in production and reserves," said Arvinder Saluja, Moody's Assistant Vice President-Analyst. Concho Resources Inc. carries a BB+ corporate credit rating from Standard & Poor's. DETROIT, MI: Mayor-Elect Duggan Sees Key Role Amid Bankruptcy ------------------------------------------------------------- Chris Christoff, writing for Bloomberg News, reported that Detroit Mayor-elect Mike Duggan rescued a county, a bus system and a 14,000-worker hospital network, served as a prosecutor, plotted Democratic campaigns and coached his four children's soccer teams. Now, Duggan, 55, is back-seat driver of a city under state control and seeking to become the largest U.S. municipal bankruptcy. He wants to take the wheel sooner rather than later. "The only authority I'm going to have is the authority I can convince the governor and emergency manager to assign me," Duggan, a Democrat, said last week by telephone, the report related. "I'm attempting to persuade them. We'll see." According to the report, with plans to combat blight, crime and population losses, Duggan must remake a dysfunctional government that's in the hands of Emergency Manager Kevyn Orr, a former classmate at the University of Michigan law school. Orr can be ousted by Detroit's City Council -- with the mayor's approval -- as early as September 2014, though Duggan said he hopes to manage operations well enough to take control even sooner. Duggan will be sworn in Jan. 1 with the city under the cloud of more than $18 billion of obligations, understaffed police and fire departments and a cityscape scarred by blight and more than 70,000 vacant buildings, the report related. The home of General Motors Co. had 1.8 million residents in the 1950s, a figure that has dwindled to 700,000 scattered across 139 square miles (360 square kilometers). 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. DEVONSHIRE PGA: Gets Final Approval to Use Cash Collateral ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized, on a final basis, Devonshire PGA Holdings, LLC, et al., to use cash collateral of its secured lender. As reported in the Troubled Company Reporter on Oct. 8, 2013, the Administrative Agent and Secured Lender are entitled to adequate protection of their interest in the cash collateral. The following adequate protection will be provided: (a) senior priority replacement liens upon all assets and property of the Debtors, excluding all claims and causes of action, and the products and proceeds thereof, arising under or permitted by Sections 502(d), 506(c), 544, 545, 547, 548, 549 and 550 of the Bankruptcy Code; (b) all security interests, liens, and rights of setoff existing in favor of the Administrative Agent and Secured Lender on the Petition Date; and (c) an administrative claim with a priority equivalent to a claim under Sections 364(c)(1), 503(b) and 507(b). The Replacement Liens and Super-Priority Administrative Claim granted will be junior and subordinate to the following fees and expenses: (a) all accrued but unpaid fees and expenses of professionals incurred prior to the delivery of a Termination Notice; (b) Professional Fees and Expenses in the amount of $100,000 incurred after delivery of a Termination Notice; and (c) the payment of fees pursuant to 28 U.S.C. Sec. 1930. About Devonshire PGA Holdings Operators of assisted living facilities, led by Devonshire PGA Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy Court in Wilmington, Delaware on Sept. 19, 2013. Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has estimated liabilities of between $100 million and $500 million, and assets of up to $10 million. Chatsworth PGA Properties provides assisted living services for the elderly. It also offers nursing and dementia care. Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an assisted-living facility in Florida, and based in Palm Beach Gardens, estimated under $50,000 in assets and up to $50 million in debts. Another entity, Devonshire at PGA National LLC, estimated more than $100 million in both assets and debt. The Debtors are represented by M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, as counsel. Epiq Bankruptcy Solutions, LLC, serves as claims agent, and as administrative advisor for the Debtors. Alvarez & Marsal Healthcare Industry Group, LLC, serves as restructuring advisors, and Alvarez's Paul Rundell serves as Chief Restructuring Officer. An official committee of unsecured creditors has not yet been appointed in these cases by the Office of the United States Trustee. DEVONSHIRE PGA: Dec. 2 Combined Hearing to Approve Plan ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will hold a combined hearing on Dec. 2, 2013, at 10:00 a.m., to consider adequacy of the Disclosure Statement and confirmation of Devonshire PGA Holdings, LLC, et al.'s Amended Plan of Reorganization. Objections, if any, are due Nov. 20, at 4 p.m. According to the Debtor, by the solicitation order, the Court established Nov. 20, 2013, at 4:00 p.m., as the deadline by which ballots accepting or rejecting the Plan must be received. To be counted, your original ballot must actually be received by: DEVONSHIRE PGA HOLDINGS, LLC Ballot Processing c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 The Amended Disclosure Statement for the Plan was proposed by M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, for the Debtor, and R. Craig Martin, Esq., at DLA Piper LLP (US), on behalf of ELP West Palm, LLC, the secured lender, on Oct. 15, 2013. The Plan is the result of negotiations by and among the Debtors and their respective secured lenders, ELP and HJSI Devonshire II, LLC (also the sole member of Holdings). Other than the ELP Secured Claims and HJSI-II, LLC Secured Claims, the Plan leaves Unimpaired or otherwise pays in full in Cash all of the Debtors Claim Holders. Specifically, the Plan provides for the payment or full satisfaction of all Allowed Administrative, Priority Tax, Other Priority and General Unsecured Claims. Holders of certain Other Secured Claims will also be rendered Unimpaired under the Plan. Further, the Plan provides that the Holder of the Allowed HJSI-II, LLC Secured Claims, in partial satisfaction and discharge of and in exchange for such Allowed HJSI-II, LLC Secured Claims, will receive a payment in the aggregate total amount of $3,000,000. Finally, the Holder of Allowed ELP Secured Claims, in partial satisfaction of and in exchange for such Allowed Claims and the Mezz Payment, will receive 100% of the Interests in Reorganized Holdings. A copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/DEVONSHIRE_PGA_amendedds.pdf About Devonshire PGA Holdings Operators of assisted living facilities, led by Devonshire PGA Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy Court in Wilmington, Delaware on Sept. 19, 2013. Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has estimated liabilities of between $100 million and $500 million, and assets of up to $10 million. Chatsworth PGA Properties provides assisted living services for the elderly. It also offers nursing and dementia care. Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an assisted-living facility in Florida, and based in Palm Beach Gardens, estimated under $50,000 in assets and up to $50 million in debts. Another entity, Devonshire at PGA National LLC, estimated more than $100 million in both assets and debt. The Debtors are represented by M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, as counsel. Epiq Bankruptcy Solutions, LLC, serves as claims agent, and as administrative advisor for the Debtors. Alvarez & Marsal Healthcare Industry Group, LLC, serves as restructuring advisors, and Alvarez's Paul Rundell serves as Chief Restructuring Officer. An official committee of unsecured creditors has not yet been appointed in these cases by the Office of the United States Trustee. DIGERATI TECHNOLOGIES: Rhodes Can't Pursue Estate Claims -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas entered an order regarding the motion of Rhodes Holdings, LLC and Scott Hepford to determine authority of individual creditors to pursue estate claims against Digerati Technologies, Inc. The Court stated that the requested relief was very narrow in scope. In this relation, the Court denied the request of Hepford and RH. On Oct. 22, 2013, Terry Dishon, Sheyenne Hurley and Hurley Fairview, LLC, filed their response in opposition to the motion. In a separate filing, the Debtor also balked at the motion. About Digerati Technologies Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013. Digerati -- http://www.digerati-inc.com-- is a diversified holding company which owns operating subsidiaries in the oil field services and the cloud communications industry. Digerati and its subsidiaries maintain Texas Offices in San Antonio and Houston. The Debtor has no independent operations apart from its subsidiaries. The Debtor's subsidiaries include Shift 8 Networks, a cloud communication service, Hurley Enterprises, Inc., and Dishon Disposal, Inc., both oil field services companies. The Debtor disclosed $60 million in assets and $62.5 million in liabilities as of May 29, 2013. Bankruptcy Judge Jeff Bohm oversees the case. Deirdre Carey Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover Slovacek, LLP, in Houston, represent the Debtor as counsel. The Debtor tapped Gilbert A. Herrera and Herrera Partners as the investment banker. Earlier in the case, Rhode Holdings, LLC, sought the transfer of venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division. DUMA ENERGY: Hydrocarb Held 12.3% Equity Stake at Oct. 31 --------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Hydrocarb Corporation disclosed that as of Oct. 31, 2013, it beneficially owned 1,859,879 shares of common stock of Duma Energy Corp. representing 12.3 percent of the shares outstanding. On Oct. 31, 2013, Hydrocarbacquired 1,859,879 shares of the Company as settlement of certain outstanding debt owed to it by the Company at a deemed price of $1.93 per share, for a total deemed cost of $3,589,567. A copy of the regulatory filing is available for free at http://is.gd/Linfgt 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. EARL GAUDIO: May Immediately Pay 33% of Bonus Amounts ----------------------------------------------------- The Hon. Gerald D. Fines of the U.S. Bankruptcy Court for the Central District of Illinois authorized Earl Gaudio & Son, Inc., to immediately pay bonus amounts, which represent 33% of the bonus amounts originally sought by the Debtor. The Court also ordered that the remaining portions of the bonus amounts originally sought by the Debtor will not be paid as a bonus but will be allowed as general unsecured claims. As reported in the Troubled Company Reporter on Oct. 14, 2013, the Official Unsecured Creditors' Committee filed with the Bankruptcy Court a limited objection to custodian First Midwest Bank's motion to pay bonuses to the Debtor's employees. On Sept. 13, 2013, the Debtor requested that the Court authorize payment of bonuses equal to one week of pay for employees that remain with the Debtor until the closing of the sale of the Debtor's assets. According to the Committee, it is not clear why the custodian waited until little more than one week prior to a closing of the sale to file the "stay" bonus motion. This places the Committee in the position of reviewing after the fact a commitment presumably already made by the custodian. On information and belief, some of the employees are being retained by the purchaser, Skeff Distributing Company, Inc. In addition to the incentive of receiving the normal compensation in exchange for the services they performed, those employees had ample incentive to perform their work for the prospect of continued employment with the purchaser. The Committee asked the Court to either deny the bonus motion until further information is disclosed by the custodian or limit the relief granted. About Earl Gaudio & Son, Inc. Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 13-90942) on July 19, 2013. The petition was signed by Angela E. Major Hart, as authorized signer of First Midwest Bank, custodian. Judge Gerald D. Fines presides over the case. The Debtor disclosed $11,849,187 in assets and $8,489,291 in liabilities as of the Chapter 11 filing. John David Burke, Esq., and Ben T. Caughey, Esq., at Ice Miller, LLP, serve as the Debtor's counsel. The U.S. Trustee appointed five creditors to serve in the Official Committee of Unsecured Creditors. The Committee tapped to retain Evans, Forehlich, Beth & Chamley as its local counsel, and Rubin & Levin, P.C., as its counsel. EAST 81ST: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: East 81st, LLC 440 West 41st Street New York, NY 10036 Case No.: 13-13685 Chapter 11 Petition Date: November 12, 2013 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Gilbert A. Lazarus, Esq. LAZARUS & LAZARUS, P.C. 240 Madison Avenue, 8th Floor New York, NY 10016 Tel: (212) 889-7400 Fax: (212) 684-0314 Email: glazarus@lazarusandlazarus.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yossi Zaga, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. EMPIRE LLC: Moody's Confirms 'Caa1' CFR & Sr. Secured Notes Rating ------------------------------------------------------------------ Moody's Investors Service confirmed Empire LLC's Caa1 corporate family rating, its Caa1-PD probability of default rating and the Caa1 rating of its senior secured notes. The outlook is stable. These rating actions conclude the review initiated on August 20, 2013. Ratings Rationale: "The dismissal of the lawsuit filed on July 25, 2013 by Manufacturers Alliance Insurance Company seeking retrospective workers compensation premiums from the company without any such payments being made by Empire coupled with the improvement in Empire's operating performance in the second quarter of fiscal 2013 removes the downward rating pressure", Moody's Senior Analyst Mickey Chadha stated. "The Caa1 corporate family rating incorporates Moody's expectation of continued improvement in operating performance in the next 12 months", Chadha further stated. Empire's Caa1 corporate family rating continues to reflect its very small scale, and weak credit metrics. It also reflects the discretionary nature of the company's products, as well as its very high susceptibility to consumer confidence and macroeconomic factors. Ratings also reflect risks related to the very high turnover rate of Empire's independent sales force and its liquidity profile which does not leave much leeway for any operational missteps. Ratings are supported by the good position Empire has established in the highly-fragmented floor covering market, and in the shop-at-home segment of that market, in particular. The following ratings are confirmed and LGD point estimates updated: -- Corporate Family Rating of Caa1 -- Probability of Default Rating of Caa1-PD -- $150 million senior secured notes rating of Caa1 (LGD4, 54%) from (LGD4, 52%) The stable outlook incorporates Moody's expectation of improvement in profitability and credit metrics in the near to medium term. The outlook also reflects Moody's view that the company will maintain adequate liquidity and will not make debt funded distributions. Although unlikely in the near term, a ratings upgrade could be triggered by sustained improvement in earnings while maintaining adequate liquidity and conservative financial policies. Specifically, an upgrade would require debt/EBITDA to be sustained below 6.0 times and EBITA/interest sustained above 1.25 times. The ratings could be downgraded if sales growth and operating margins do not demonstrate meaningful improvement, financial policies become more aggressive, or liquidity deteriorates. Specifically, the ratings could be downgraded if debt/EBITDA and EBITA/interest do not demonstrate a sustained improvement from current levels. Empire LLC headquartered in Northlake, IL, is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in 73 metropolitan markets including over 40 of the largest metropolitan markets in the U.S. Revenues were about $634 million for the last twelve months ending June 30, 2013. Mercury Capital, L.P. and its affiliates own 96% of the company on a fully diluted basis. EMPIRE RESORTS: Welcomes Approval of Casinos in New York -------------------------------------------------------- New York State voters approved Proposition One, a constitutional amendment authorizing full-scale casino gaming in New York. Empire Resorts, Inc., and EPR Properties welcome passage of the referendum, which Empire Resorts believes represents an important next step of the two-year process through which Empire and EPR have collaborated to master plan, design and implement a fully integrated resort destination casino on the site of the former Concord Resort in Sullivan County. Empire intends to apply for and actively pursue a license to operate such a full-scale casino from the New York State Gaming Commission. "We are pleased that the people of New York have voted in favor of Proposition One, and look forward to the opportunity to build a first class casino facility at the site of the former Concord Resort, which we anticipate will deliver construction and permanent jobs, property tax relief and school funding made possible by this legislation," said Emanuel Pearlman, Chairman of the Board of Empire. David Brain, president and CEO of EPR Properties, stated, "With this affirmative outcome we look forward to working with our operating partner, Empire Resorts, in submitting a proposal for a casino- anchored destination resort which will significantly enhance the economic vitality of the surrounding community. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $60.72 million in total assets, $52.43 million in total liabilities and $8.29 million in total stockholders' equity. ENDEAVOUR INTERNATIONAL: Incurs $40.3 Million Net Loss in Q3 ------------------------------------------------------------ Endeavour International Corporation reported a net loss to common stockholders of $40.34 million on $36.90 million of revenues for the three months ended Sept. 30, 2013, as compared with a net loss to common stockholders of $34.15 million on $83.27 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 to common stockholders of $69.18 million on $220.73 million of revenues as compared with a net loss to common stockholders of $121.14 million on $121.44 million of revenues for the same period a year ago. As of Sept. 30, 2013, the Company had $1.50 billion in total assets, $1.41 billion in total liabilities, $43.70 million in series C convertible preferred stock, and $46.24 million in stockholders' equity. "First production at Rochelle is a major achievement for our Company. Rochelle was part of a package of assets Endeavour purchased in 2006. The field's evolution from stranded discovery to producing asset is a testament to the perseverance and technical talent of all whom have been involved in the project," said William L. Transier, chairman, chief executive officer and president. "Now with three significant assets and all of our U.K. development projects on-line, we will focus on exploiting the underlying value of our assets and turn our attention in the near- term to reducing debt and being cost efficient." A copy of the press release is available for free at: http://is.gd/Z73xXw About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. For the year ended Dec. 31, 2012, the Company incurred a net loss of $126.22 million, as compared with a net loss of $130.99 million during the prior year. * * * As reported by the TCR on March 5, 2013, Moody's Investors Service downgraded Endeavour International Corporation's Corporate Family Rating to Caa3 from Caa1. Endeavour's Caa3 CFR reflects its weak liquidity, small production and proved reserve scale, geographic concentration and the uncertainties regarding its future performance given the inherent execution risks related to its offshore North Sea operations for a company of its size. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston, Texas-based Endeavour International Corp. (Endeavour) to 'CCC+' from 'B-'. The rating action reflects S&P's expectation that Endeavour could have insufficient liquidity to meet its needs due to the delay in production from its Rochelle development. FAIRMONT GENERAL: Panel May Hire CohnReznick LLP as Fin'l Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Fairmont General Hospital, Inc. and its debtor-affiliates sought and obtained authorization from the U.S. Bankruptcy Court for the Northern District of West Virginia to retain CohnReznick LLP as financial advisor, nunc pro tunc to Sept. 27, 2013. The Committee requires CohnReznick LLP to: (a) gain an understanding of the Debtors' accounting and cash management systems; (b) perform an assessment of the Debtors' business plan; (c) ascertain net cash flow available from completion of contracts; (d) scrutinize proposed transactions, including the assumption and rejection of executory contracts; (e) identify, analyze, and investigate transactions with Non- Debtor entities and other related parties to determine (i) the business purpose of the transactions, (ii) if assets were diverted from the Debtor entities to Non-Debtor entities, and (iii) the current and former practices of transferring assets to/from the Debtor/Non-Debtor entities; (f) monitor the Debtors' weekly operating results, availability and borrowing base certificates; (g) analyze the Debtors' budget to actual results on an ongoing basis for reasonableness and cost control; (h) monitor any sales process and supplement list of potential Buyers; (i) communicate findings to the Committee; (j) identify and quantify any recoverable assets which are not in the Debtors' estates; (k) determine whether the Board of Directors and Senior Management performed their fiduciary duties; (l) determine if there are potential claims against the Debtors' auditors or Board members; (m) investigate and analyze all potential avoidance action claims; (n) determine the accuracy of historical and current financial data, which may have been compromised while operating in a distressed environment; (o) assist the Committee in negotiating the key terms of a Plan of Reorganization/Liquidation; (p) review the nature and origin of other significant claims asserted against the Debtors; (q) update dividend analysis; (r) review and analyze the proposed Plan of Reorganization/ Liquidation and Disclosure Statement; and (s) other services as may be requested by the Committee or its counsel. CohnReznick LLP will be paid at these hourly rates: Clifford A. Zucker, Partner $675 Harold Emahiser, Director $560 Partner/Senior Partner $585-$800 Manager/Senior Manager/Director $435-$620 Other Professional Staff $275-$410 Paraprofessional $185 CohnReznick LLP has agreed to provide a similar discount of 15% to the rates of other professionals and paraprofessionals who may be utilized in connection with its proposed retention. CohnReznick LLP will also be reimbursed for reasonable out-of- pocket expenses incurred. As an accommodation to the Committee, CohnReznick LLP has agreed that payment of its fees and expenses for services rendered to the Committee will be capped at $40,000, with payment of any allowed fees and expenses in excess of $40,000 per month deferred until confirmation of a plan herein, conversion or dismissal of these cases. Clifford A. Zucker, partner of CohnReznick LLP, 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. CohnReznick LLP can be reached at: Clifford A. Zucker COHNREZNICK LLP 1212 Avenue of the Americas New York, NY 10036 Tel: (212) 297-0400 E-mail: Clifford.Zucker@cohnreznick.com About Fairmont General Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between $10 million and $50 million in both assets and debts. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. FAIRMONT GENERAL: Huddleston Bolen Okayed as Panel's Local Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Fairmont General Hospital, Inc. and its debtor-affiliates sought and obtained authorization from the U.S. Bankruptcy Court for the Northern District of West Virginia to retain Huddleston Bolen LLP as local counsel, nunc pro tunc to Oct. 1, 2013. The professional services Huddleston Bolen may be asked to render in its representation of the Committee as local counsel include the following: (a) provide legal advice regarding the Committee's rights, powers, and duties in these cases; (b) prepare all necessary applications, answers, responses, objections, orders, reports, and other legal papers; (c) represent the Committee in any and all matters arising in these cases, including any dispute or issue with the Debtors or other third parties; (d) assist the Committee in its investigation and analysis of the Debtors, their capital structures, and issues arising in or related to these cases, including but not limited to the review and analysis of all pleadings, claims, and bankruptcy plans that might be filed in these cases and any negotiations or litigation that may arise out of or in connection with such matters, the Debtors' operations, or the Debtors' financial affairs; (e) represent the Committee in all aspects of any sale and bankruptcy plan confirmation proceedings; (f) perform any and all other legal services for the Committee that may be necessary or desirable in these cases. Huddleston Bolen will be paid at these hourly rates: Partners $275 Associates $190 Legal Assistants $100 Janet Smith Holbrook $275 Huddleston Bolen will reduce its hourly rate by one-half for travel time. Huddleston Bolen will also be reimbursed for reasonable out-of- pocket expenses incurred. Janet Smith Holbrook, partner of Huddleston Bolen, 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. Huddleston Bolen can be reached at: Janet Smith Holbrook, Esq. HUDDLESTON BOLEN LLP P.O. Box 2185 Huntington, WV 25722-2185 Tel: (304) 691-8330 Fax: (304) 522-4312 E-mail: jholbrook@huddlestonbolen.com About Fairmont General Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between $10 million and $50 million in both assets and debts. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. FIDELITY & GUARANTY: Fitch Affirms 'BB' Long-term Issuer Rating --------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' long-term Issuer Default Rating (IDR) of Fidelity & Guaranty Life Holdings, Inc. (F&G Life Holdings) and the 'BBB' Insurer Financial Strength (IFS) ratings assigned to F&G Life Holdings' insurance subsidiaries, Fidelity & Guaranty Life Insurance Co. and Fidelity & Guaranty Life Insurance Co. of New York (collectively referred to as F&G Life). The Rating Outlook is Stable. Key Rating Drivers: The rating affirmation reflects Fitch's view that recent operating performance and balance sheet fundamentals are in line with rating expectations. The ratings are based on F&G Life's relatively narrow operating profile, strong balance sheet profile, and management's successful execution of its operating strategies since the company's purchase in 2011. The ratings also consider F&G Life's highly leveraged ultimate parent company, competitive challenges in the company's target markets, and macroeconomic challenges associated with low interest rates and economic weakness. F&G Life's strategic focus is centered on the sale of fixed indexed annuities (FIAs) primarily through independent marketing organizations (IMOs). FIAs accounted for over 90% of 2013 year-to- date sales and 60% of total net statutory reserves. While Fitch believes that F&G Life maintains a strong competitive position in this market, this concentration exposes the company to potentially unfavorable regulatory or market developments that may negatively impact the demand for FIA products. F&G Life's strong balance sheet profile reflects the company's good asset quality and strong statutory capitalization. Bond quality was strong at June 30, 2013 as below investment-grade bonds approximated 4% of total bonds or 58% of total adjusted capital (TAC). Both figures are below industry averages. Impairment losses continued to trend lower with a drop to $2 million in the first half of 2013 versus $15 million in 2012. Estimated risk based capital (RBC) of 474% and financial leverage of 25% at June 30, 2013 are both in line with rating expectations. June 30, 2013 statutory capital increased $218 million to $1,167 million and operating leverage declined to 14x from 17x, both compared to year-end 2012. The differences are largely due to the issuance of a $195 million surplus note and year-to-date earnings. RBC may be negatively impacted in the future due to new business strain and new surplus note interest. F&G Life's operating performance has improved considerably following the change in the company's ownership and management team. Improved earnings have benefited from management actions to reduce expenses and maintain product pricing discipline. Results have also benefited from improved investment performance due to improved market conditions and steps taken by management to de- risk the investment portfolio. Looking forward, Fitch expects further earnings improvement and estimates operating ROE in the 10% range for 2014. F&G Life is wholly owned by HRG, a highly leveraged, publicly traded holding company that seeks to acquire significant interests in businesses across a diverse range of industries. HRG is majority owned by investment funds affiliated with Harbinger Capital Partners. Fitch views as a credit positive the planned partial IPO of Fidelity & Guaranty Life, Inc. (F&G Life Holding's parent company). Fitch's view of F&G Life's credit profile has been negatively affected by its status as a wholly owned subsidiary of HRG (Fitch IDR of 'B'). Fitch has applied non-standard notching (three notches compared to standard two notches) between the 'BBB' IFS ratings of the insurance subsidiaries and the 'BB' IDR of F&G Life Holdings based on the ratings and financial profile of F&G Life Holdings' highly leveraged parent, Harbinger Group Inc. (HRG, 'B' IDR) and its own limited financial flexibility and liquidity. Rating Sensitivities: The key rating triggers that could result in an upgrade include: -- Successful completion of the planned Fidelity & Guaranty Life, Inc. IPO; -- Sustained improvement in operating performance. The key rating triggers that could result in a downgrade include: -- Deterioration in HRG's credit profile; -- F&G Life's consolidated RBC falls below 300% with operating leverage above 20x; -- Consolidated financial leverage for F&G Life Holdings exceeds 35%; -- Maximum statutory dividend coverage of F&G Life Holdings consolidated interest falls below 3x. -- A prolonged spike in F&G Life annuity surrenders; -- Any significant issues with F&G Life's market conduct or regulatory environment. Fitch has affirmed the following ratings: Fidelity & Guaranty Life Insurance Co. Fidelity & Guaranty Life Insurance Co. of New York -- IFS rating at 'BBB'. Fidelity & Guaranty Life Holdings, Inc. -- Long-term IDR at 'BB'. -- Sr. unsecured note due March, 2021 at 'BB-'. FIDELITY NATIONAL: Fitch Affirms 'BB+' Sr. Unsecured Debt Rating ---------------------------------------------------------------- Fitch Ratings has affirmed Fidelity National Financial, Inc.'s (FNF) Issuer Default Rating (IDR) at 'BBB-' and senior unsecured debt at 'BB+'. Fitch has also affirmed the Insurer Financial Strength (IFS) of FNF's title insurance companies at 'BBB+.' The Rating Outlook for all ratings is Stable. A complete list of rating actions follows at the end of this release. Key Rating Drivers: The affirmation reflects FNF's market leading margins and scale and strong capitalization in title insurance. Offsetting these positive factors is the expected increase in tangible financial leverage and reduced financial flexibility from the proposed acquisition of Lender Processing Services, Inc. (LPS) for $2.9 billion that is anticipated to close in Q4 2013 or Q1 2014. FNF previously owned LPS before it was spun-off with Fidelity National Information Services, Inc. (FIS) in 2006. FIS subsequently spun-off LPS in 2008. While the previous ownership of LPS lessens the potential integration risk, Fitch cautions that the markets have changed since FNF previously owned LPS, particularly regarding litigation activity, and that past performance is no guarantee of future performance. Fitch remains concerned about FNF's aggressive capital management strategy based on its willingness to periodically increase balance sheet financial leverage to fund acquisitions, which is viewed as a limiting factor to the company's rating. FNF's title insurance subsidiaries' profitability andcapital position has improved in recent years. Barring any material upstreaming of capital from the title underwriters 2013 year end's capital position is likely to modestly improve further. FNF has a dominant position in title insurance, accounting for approximately 33% of the U.S. title insurance market. This scale coupled with an aggressive cost management focus has allowed FNF to be one of the most profitable title insurance companies, reporting a pretax operating margin of 14.4% as of nine months ended Sept. 30, 2013 an improvement of 110 basis points over the smae periodin 2012. However, on a consolidated basis, GAAP pretax operating margins are down to 7.7% year-to-date Sept. 30, 2013 a decline from 10% for comparable period prior year. In particular, FNF's other segments which include Remy International, Inc. (Remy), restaurant assets, and corporate are down year-over-year offsetting the improvement in the title insurance segment. As of Sept. 30, 2013 FNF reported financial leverage of approximately 21.4% and tangible financial leverage, which excludes goodwill from equity, of 30.7%. On a pro forma basis, financial and tangible financial leverage increase to approximately 35% and 63%, respectively. Although Fitch believes that FNF will actively seek to reduce financial leverage closer to FNF's stated long term target of 25% the additional goodwill the LPS transaction generates significantly alters the quality of capital. The Stable Outlook reflects Fitch's view that FNF will continue to operate profitably despite fundamental challenges faced by the title insurance industry. Specifically, mortgage originations are forecast to fall during 2014, placing added pressure on title insurance revenue and margins. Rating Sensitivities: The following key rating drivers could lead to an upgrade: -- Sustained performance of operating company capital in line with Fitch's guidelines for 'A' IFS category title insurers, which includes a RAC score of approximately 140% and net leverage below 6.0x; -- Sustained calendar and accident year profitability; -- Sustained improvement in EBIT based interest coverage of 7.0x or higher. The following key rating drivers could lead to a downgrade: -- An absolute RAC score below 105% or deterioration in capitalization such as net leverage above 7.5x; -- Inability to move financial leverage below 30% on a post LPS acquisition basis, by year-end 2015; -- A significant write down in goodwill or signs that indicate a potential write down of goodwill is possible; -- Deterioration in earnings, primarily measured by consolidated pretax GAAP margins, at a pace greater than peer averages; -- Sustained material adverse reserve development; -- Any additional acquisition that makes a meaningful change to the company's profile, particularly one that increases financial leverage. Fitch has affirmed the following ratings with a Stable Outlook: Fidelity National Financial, Inc. -- IDR at 'BBB-'; -- $300 million 4.25% convertible senior note maturing Aug. 15, 2018 at 'BB+'; -- $300 million 6.6% senior note maturing May 15, 2017 at 'BB+'; -- $400 million 5.5% senior note maturing Sept. 1, 2022 at 'BB+'; -- Four year $800 million unsecured revolving bank line of credit due April 16, 2016 at 'BB+'. Fidelity National Title Ins. Co. Alamo Title Insurance Co. of TX Chicago Title Ins. Co. Commonwealth Land Title Insurance Co. -- IFS ratings at 'BBB+'. FLORIDA GAMING: Miami Jai-Alai Sues to Knock Out Debt to Lenders ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Miami Jai-Alai began a lawsuit last week to determine whether a sale of the fronton and casino will entitle holders of secured debt to $26.8 million on top of the $90 million in principal. According to the report, the casino contended in the lawsuit that the claim for $26.8 million amounts to criminal usury and must be paid after creditors because it's based on a contract for the sale of securities. As described in a complaint filed Nov. 8 in U.S. Bankruptcy Court in Miami, ABC Funding LLC, as agent for secured lenders, required the casino to issue warrants to holders of the secured debt. The casino's obligation to purchase the warrants was invoked when casino operator Silvermark LLC signed a contract to buy the business for $115 million cash and $14 million in debt assumption. An investment bank, appointed under the warrant agreement, determined that the property was worth $180 million, meaning that the required purchase price for the warrants was $26.8 million. The warrant price killed the sale at least for the time being, the casino said in its complaint. The casino said it found several defects in the warrant agreement. If Florida law applies, the casino contended, the interest rate works out to 33 percent and would exceed the state's 25 percent usury cap on interest. If the 25 percent cap is applied, the warrants would be worth at most $9 million, the casino said. If it amounts to criminal usury, the debt could be voided, according to the casino. The casino invoked Section 510(b) of the Bankruptcy Code and contended the warrants amount to a claim arising from the sale of securities and are thus automatically subordinated to creditors' claims. Holders of the warrants include Summit Partners LP and Canyon Value Realization Fund LP. The casino said the lenders are trying to take ownership through a "loan to own" scheme. In a compromise with the lenders, the casino agreed that a pre-bankruptcy receiver will continue operating the business. About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company disclosed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. FLORIDA GAMING: Guggenheim Securities Hiring Approval Sought ------------------------------------------------------------ BankruptcyData reported that Florida Gaming filed with the U.S. Bankruptcy Court a motion to retain Guggenheim Securities (Contact: Alex C. Fisch) as investment banker for a financial advisory fee of $100,000 and a monthly fee of $50,000. Guggenheim will also earn a sale transaction fee, depending on the identity of a stalking horse bidder, as follows: sale transaction fee - if any entity other than Silvermark is the stalking horse bidder, the Company will pay Guggenheim 1.000% of the aggregate sale consideration up to $120,000,000 plus 2.000% of the aggregate sale consideration if any, between $120,000,000 and $140,000,000 plus 3.000% of the aggregate sale consideration, if any, in excess of $140,000,000. If Silvermark is the stalking horse bidder, Guggenheim's sale transaction fee will be .5% of the aggregate sale consideration up to $130,000,000 plus 5.000% of the aggregate sale consideration, if any, between $130,000,000 and $160,000,000 plus 3.000% of the aggregate sale consideration, if any, in excess of $160,000,000. The motion explains, "Miami Jai-Alai has chosen Guggenheim to act as their investment banker post-petition because Guggenheim has substantial expertise in sale, financing, and restructuring transactions of the type contemplated here, and is well qualified to perform these services and assist Miami Jai-Alai in these Chapter 11 cases. Without the services of Guggenheim, Miami Jai- Alai will be unable to accomplish a sale or other transaction through a canvassing of the market and any development of alternatives." About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company disclosed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. FNBH BANCORP: OCC Issues New Consent Order ------------------------------------------ Pursuant to a Stipulation and Consent to the Issuance of a Consent Order, First National Bank in Howell, a wholly-owned subsidiary of FNBH Bancorp, Inc., consented to the issuance of a Consent Order by the Office of the Comptroller of the Currency, the Bank's primary banking regulator. The New Order replaces in its entirety the Consent Order issued with respect to the Bank in September 2009. The New Order requires the Bank or its Board of Directors to take certain actions, including adopting and implementing a two-year strategic plan for the Bank, achieving and maintaining total capital equal to at least 11 percent of risk-weighted assets and Tier 1 capital equal to at least 8.5 percent of adjusted total assets, and taking certain steps to improve risk management at the Bank. The New Order contains several of the same requirements as the 2009 Order, but excludes requirements of the 2009 Order that the Bank has satisfied since the entry of the 2009 Order. The New Order also contains certain new requirements designed to improve additional functions within the Bank. A copy of the New Order is available for free at: http://is.gd/obBgCa About FNBH Bancorp Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding company, which owns all of the outstanding capital stock of First National Bank in Howell. The Bank was originally organized in 1934 as a national banking association. As of Dec. 31, 2011, the Bank had approximately 85 full-time and part-time employees. The Bank serves primarily five communities, Howell, Brighton, Green Oak Township, Hartland, and Fowlerville, all of which are located in Livingston County. FNBH disclosed net income of $329,000 in 2012, as compared with a net loss of $3.57 million in 2011. The Company's balance sheet at June 30, 2013, showed $299.05 million in total assets, $289.61 million in total liabilities and $9.43 million in total shareholders' equity. BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. "The Corporation's subsidiary bank ("Bank") is significantly undercapitalized under regulatory capital guidelines and, during 2009, the Bank entered into a consent order regulatory enforcement action ("consent order") with its primary regulator, the Office of the Comptroller of the Currency. The consent order requires management to take a number of actions, including, among other things, increasing and maintaining its capital levels at amounts in excess of the Bank's current capital levels. As discussed in Note 20, the Bank has not yet met the higher capital requirements and is therefore not in compliance with the consent order. As a result of the uncertain potential impact of future regulatory actions, circumstances exist that raise substantial doubt about the Corporation's ability to continue as a going concern." FREDDIE MAC: In Talks with BofA to Settle Mortgage Dispute ---------------------------------------------------------- Nick Timiraos and Shayndi Raice, writing for The Wall Street Journal, reported that Freddie Mac and Bank of America are in settlement talks to resolve disputes over more than $1.4 billion in faulty mortgages Freddie has said Bank of America should have to take back, according to people familiar with the matter. According to the report, the deal would be the second such agreement between Bank of America and Freddie since 2011. It would largely shield the bank from any future repurchase demands from Freddie stemming from loans sold before 2012. The second-largest U.S. bank by assets is hoping to settle before the end of the year, said one of the people. Terms of the potential settlement couldn't be determined, the report said. Such settlements with other banks have varied depending on the terms of the agreement and the amount of loans covered. While banks typically press to pay less than the full amount of outstanding claims, they sometimes will end up paying slightly more to prevent any new repurchase demands from materializing on loans sold as long ago as 2000. Since 2011, Bank of America, based in Charlotte, N.C., has reached two such settlements with Freddie's larger sibling, Fannie Mae, including one worth $11.6 billion earlier this year, the report related. Fannie and Freddie can force banks to buy back loans that don't adhere to agreed-upon standards, and since 2009, both companies have demanded that lenders repurchase tens of billions in soured loans made as the housing boom turned to bust, the report added. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. FRESH & EASY: Tesco Took $214MM as Grocery Chain Failed ------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that new court documents shed light on Tesco PLC's apparent generosity to creditors of the U.S. grocery chain it is seeking to ditch, Fresh & Easy Neighborhood Market. According to the report, Fresh & Easy's U.K. parent drained nearly $214 million in cash out of the U.S. venture in the year before dumping it into bankruptcy, while complaining it was losing an average $22 million per month. Tesco did not respond to a request on Nov. 11 to discuss the insider pay reports filed on Nov. 8 in the U.S. Bankruptcy Court in Wilmington, Del., the report related. Unless another bidder steps up soon with a better offer, Tesco is financing a sale of the bulk of the business to the Yucaipa Cos., the report said. It is a deal that will keep stores open, save jobs, and provide suppliers with a continuing customer. Tesco has said in court documents that it put more than $3 billion in debt and equity into the venture, an effort to break into the competitive market of selling fresh food in California, Nevada and Arizona just as those areas were being slammed by the recession, the report further related. The report added that court papers say the bulk of the insider payment, nearly $189 million, was to repay debt Fresh & Easy owed its parent. Another $10 million went from Fresh & Easy to cover Tesco payroll costs in the U.K. and Bangalore, India. An additional $15 million in insider cash was labeled simply "all other payments." It is money Fresh & Easy sent home to the U.K. while shuttering stores in the recession-hit Western states where it was attempting to establish itself. About Fresh & Easy Neighborhood Market Inc. Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors estimated assets of at least $100 million and liabilities of at least $500 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. FRIENDFINDER NETWORKS: Can Employ Sitrick as PR Consultants ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted FriendFinder Networks Inc., et al., permission to employ Sitrick and Company, a Division of Sitrick Brincko Group, LLC, as corporate communications and public relations consultants, nunc pro tunc to the Petition Date. The professional services that Sitrick expects to render include: a. preparing materials to be distributed to the Debtors' employees explaining the impact of the Chapter 11 cases; b. drafting correspondence to creditors, vendors, employees, affiliates, and other interested parties regarding the Chapter 11 cases; c. preparing written guidelines for head office and location managers to assist them in addressing employee and customer concerns; d. preparing news releases for dissemination to the media for distribution; e. interfacing, and coordinating media reports to contain the correct facts and the Debtors' perspective as an ongoing business; f. assisting the Debtors in maintaining their public image as a viable going concern during the Chapter 11 process; g. assisting the Debtors in handling inquiries, e.g., shareholders, employees, vendors, customers, etc.; and h. performing other strategic communications consulting services as may be required by the Debtors in the Chapter 11 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 Hire SSG Advisors as Investment Banker ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted FriendFinder Networks Inc., et al., permission to employ SSG Advisors, LLC, as investment banker and financial advisor, nunc pro tunc to the Petition Date. SSG will file fee applications for monthly, interim and final allowance of compensation and reimbursement of expenses pursuant to the procedures set forth in the Bankruptcy Code, applicable Bankruptcy Rules, the Local Rules and any other such procedures as may be fixed by the Court. SSG will perform these services: a. Reviewing the Debtors' financial projections; b. Assisting the Debtors with schedules, cash collateral reports, statements of financial affairs, and monthly operating reports; c. If requested, assisting the Debtors in obtaining debtor-in- possession financing and in negotiations with any DIP financing lender; d. Assisting the Debtors in negotiations with creditors and stakeholders and attending meetings; e. Assisting the Debtors and their counsel in preparation for and during these Chapter 11 cases; f. Assisting the Debtors and their counsel in preparing a plan of reorganization as well as a disclosure statement and any requisite reports and analyses in support thereof; g. Preparing a valuation report and feasibility analysis and provide expert testimony in support thereof; and h. If requested, coordinating a sale process, which may include preparation of an information memorandum, compilation of an electronic data room, development of a list of potential buyers, coordinating the execution of confidentiality agreements with potential buyers, coordinating due diligence for potential buyers, soliciting and negotiating offers, advising and assisting the Debtors in structuring a transaction and negotiating the transaction documents, and working with the Debtors and their attorneys through closing on a best efforts bases. SSG will be compensated in accordance with this fee structure: a. An initial fee equal to $125,000 due upon signing the Agreement. b. Monthly fees of $125,000 per month payable on the fifteenth of each month beginning Oct. 15, 2013. SSG will credit 100% of the monthly fees against any success fee. c. Upon the consummation of a financial restructuring (as defined in the letter agreement dated as of Sept. 16, 2013) through a confirmed plan of reorganization and/or a Sale Transaction to any party, the Debtors will pay SSG as fee payable in cash equal to $1,000,000. In addition to the fees, the Debtors agree to reimburse SSG for all of SSG's reasonable out-of-pocket expenses incurred in connection with the subject matter of the letter agreement, including reimbursement of non-litigation related legal fees not to exceed $5,000. 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: Has Final OK to Use Cash Until Dec. 31 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted FriendFinder Networks Inc., et al., final authority to use cash collateral pursuant to a budget, through and including the earlier of (i) Dec. 31, 2013, or (ii) five business days following delivery of written notice of the occurrence of an event of default. A copy of the Final Cash Collateral Order is available at http://bankrupt.com/misc/friendfinder.doc126.pdf 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. GELT PROPERTIES: Can Access Cash Collateral Until January 2014 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania issued a sixteenth interim order that authorized Gelt Properties, LLC, et al., to use cash collateral which Vist Bank asserts an interest. The Debtors may use the cash collateral to operate its business operations until Jan. 31, 2014. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lender replacement liens on all now owned and hereafter acquired property and assets. The Debtor will also provide written proofs of insurance and maintain insurance on all assets. Additionally, the Debtor will pay the lender $8,234 by Nov. 5, Dec. 5 and Jan. 5, 2014. A further interim hearing on the use of cash collateral will be held on Dec. 11, 2013, at 11:00 a.m. Meanwhile, the Bankruptcy Court approved an agreement between Gelt Properties, LLC, et al., and Fox Chase Bank, extending the Debtor's loan maturity date until Jan. 1, 2014. About Gelt Properties Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C. McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold & Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson, Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II, Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt Properties, LLC. Ciardi Ciardi & Astin also represents Debtor Gelt Financial Corporation as counsel. Gelt Properties disclosed $4.73 million in assets and $4.84 million in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial has scheduled $20.3 million in assets and $17.05 million in liabilities as of the Chapter 11 filing. According to the Third Amended Disclosure Statement filed by the Debtors on Oct. 22, 2013, the Plan contemplates that all assets of the Debtors will be sold and liquidated, rented or leased, developed and maintained, in the ordinary course of the Debtors' business. The Debtors note that the Plan envisions the utilization of management talents, commitment and an existing infrastructure to restructure existing debt, liquidate unprofitable properties and meaningfully shift focus to its growing REO portfolio. Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff McCabe, P.C., represent the Unsecured Creditors' Committee. Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the Committee's accountants. GELT PROPERTIES: Bank to Foreclose on Philadelphia Property ----------------------------------------------------------- Beneficial Mutual Savings Bank notified the U.S. Bankruptcy Court for the Eastern District of Pennsylvania of its intent to foreclose the property of Gelt Properties, LLC, et al., located at 1234 Christian St., Philadelphia, Pennsylvania. Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C. McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold & Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson, Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II, Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt Properties, LLC. Ciardi Ciardi & Astin also represents Debtor Gelt Financial Corporation as counsel. Gelt Properties disclosed $4.73 million in assets and $4.84 million in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial has scheduled $20.3 million in assets and $17.05 million in liabilities as of the Chapter 11 filing. Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff McCabe, P.C., represent the Unsecured Creditors' Committee. Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the Committee's accountants. GLOBAL AVIATION: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that charter air service operator Global Aviation Holdings Inc. filed for Chapter 11 protection on Nov. 12, along with its two airlines, World Airways and North American Airlines. The company said in a press release that it would be reducing its workforce by about 16% over the next 90 days, as it reduces costs to bring them in line with market demand. Global Aviation, the parent of World Airways and North American Airlines, employs 1,200 people, according to its website. Joe Schneider, writing for Bloomberg News, reported that Global Aviation filed for bankruptcy, citing the U.S. military's decision to curtail transportation of cargo. Global Aviation is the biggest commercial provider of charter air services to the U.S. military. The company listed assets and liabilities of as much as $1 billion in its Chapter 11 filing in bankruptcy court in Wilmington, Delaware. "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," Chief Executive Officer John Graber said in the statement. Global Aviation plans to keep operating during the reorganization and has obtained financing from its lenders to support the operations, the company said. The case is In re: Global Aviation Holdings Inc. 13-12945. U.S. Bankruptcy Court District of Delaware (Wilmington). GLOBALLOGIC HOLDINGS: Moody's Gives B3 CFR & Rates $185MM Debt B1 ----------------------------------------------------------------- Moody's Investors Service has assigned first-time corporate family and probability of default ratings ("CFR" and "PDR", respectively) of B3 and B2-PD, respectively, to GlobalLogic Holdings Inc. ("GlobalLogic"). Concurrently, Moody's assigned B1 ratings to the proposed $25 million senior secured revolving credit facility due 2018 and $160 million senior secured term loan due 2019. The rating outlook is stable. The proceeds from the financing will be used by affiliates of Apax Partners to fund the purchase of GlobalLogic. The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transactions. Ratings Rationale: The B3 CFR reflects GlobalLogic's high financial leverage of over 8 times adjusted debt to EBITDA and small size and scale relative to larger and financially stronger information technology (IT) services and outsourcing providers. Given the limited cash flow prospects (about $10 million of free cash flow annually), the initial impact of sales and marketing investments on profitability, and the PIK accretion on the senior unsecured note held at a holding company above GlobalLogic Holdings Inc. (the issuer of the senior secured credit facilities), financial leverage will likely remain elevated in the 8 times range for the next few years. At the same time, the B3 rating is supported by favorable industry dynamics in which the outsourced product development segment should outpace the overall IT services market of low single digits through 2014. GlobalLogic's long-standing relationships from its blue chip customer base should provide a recurring base of revenues. High client retention rates and good backlog visibility reinforces the value of lower cost R&D solutions in a functional area characterized by high engineering costs. The stable outlook reflects Moody's expectation that GlobalLogic will generate annual revenue growth of high single digits through fiscal year ending March 2015. Moody's anticipates about $10 million of free cash flow ("FCF") for each of the next two fiscal years, resulting in a FCF to debt ratio in the low single digits. The ratings could be upgraded if GlobalLogic were to demonstrate double-digit organic revenue growth, solid improvements in operating margins over 13%, free cash flow to debt in the high single digits, and adjusted debt to EBITDA of less than 5.5 times on a sustained basis. Downward ratings pressure could arise if GlobalLogic's total revenue grows at a rate below that of the IT services industry, operating profit margins were to dip into the mid single digits, liquidity deteriorates (e.g., negative free cash flow), or adjusted debt to EBITDA were to exceed 9 times on a sustained basis. The B2-PD PDR rating is one notch above the CFR. The notching arises because GlobalLogic's holding company PIK note will be held initially by the equity shareholders, who Moody's believes will be less likely than other debt holders to trigger a default. As a result, in determining the ratings for each debt class, Moody's used a 35% recovery rate rather than the standard 50% expected recovery rate. The following first-time ratings/assessments were assigned: Corporate Family Rating -- B3 Probability of Default Rating -- B2-PD Senior Secured Revolving Credit Facility -- B1 (LGD3 -39%) Senior Secured Term Loan -- B1 (LGD3 -- 39%) With projected annual revenues of about $250 million (Moody's estimate), GlobalLogic Holdings Inc. is a global outsourced provider of product development services. GLOBALSTAR INC: Files Copy of Presentation Materials with SEC ------------------------------------------------------------- During Globalstar's previously announced conference call at 10 a.m. Eastern Time on Nov. 6, 2013, written presentation materials were used and is available on the Company's Web site. In November 2013, the Federal Communications Commission voted to release Globalstar's requested Notice of Proposed Rulemaking to provide "Wi-Fi like" service over its spectrum (2483.5-2495 MHz) and the adjacent ISM spectrum (2473-2483.5 MHz). The text copy of the presentation materials is available for free at http://is.gd/hbf5df About Globalstar Covington, Louisiana-based Globalstar Inc. provides mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The Company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Globalstar reported a net loss of $25.1 million on $19.3 million of revenue for the three months ended March 31, 2013, compared with a net loss of $24.5 million on $16.7 million of revenue for the same period last year. The Company's balance sheet at June 30, 2013, showed $1.37 billion in total assets, $953.44 million in total liabilities and $421.25 million in total stockholders' equity. The Company said in its Form 10-Q for the quarter ended March 31, 2013, "We currently lack sufficient resources to meet our existing contractual obligations over the next 12 months. As a result, there is substantial doubt that we can continue as a going concern. In order to continue as a going concern, we must obtain additional external financing; amend the Facility Agreement and certain other contractual obligations; and restructure the 5.75% Notes." GORDIAN MEDICAL: U.S. Trustee Objects to Plan Confirmation ---------------------------------------------------------- Peter C. Anderson, the U.S. Trustee for Region 16, complains that Gordian Medical, Inc.'s Plan of Reorganization fails to contain "adequate information" for creditors to make an informed decision because, among other things: (1) The Plan assumed that the Bankruptcy Court was going to disallow the Internal Revenue Service's claims in their entirety. However, since the filing of the Plan, the Court ruled otherwise, allowing for a priority tax claim in favor of the IRS for more than $14 million and a general unsecured claim in favor of the IRS for more than $2.9 million; (2) The Plan failed to include historical and projected cash flows in the form of spreadsheets demonstrating the Debtor's ability to satisfy its obligations under the plan, including but not limited to the above payments to the IRS; (3) The Plan's conclusion that Class 5 general unsecured claims are unimpaired is not supported by cash flow projections and incorrectly assumed that the IRS' claims (including the $2.9 million IRS general unsecured claim) would be disallowed; (4) The proposed Effective Date of the Plan is not triggered until the disputed claims of both the CMS and the IRS become a final order. If the Debtor chooses to litigate and appeal one or both of these disputes, the Effective Date may not be triggered for years, thus, putting this case in a state of limbo. Against this backdrop, the U.S. Trustee asserts, the Plan cannot be treated as a disclosure statement and the Court must deny confirmation of the Plan. Michael Hauser, Esq. 411 West Fourth Street, Suite 9041 Santa Ana, CA 92701-8000 Tel No: (714) 338-3400 Fax No: (714) 338-3421 Email: Michael.Hauser@usdoj.gov About Gordian Medical Gordian Medical, Inc., dba American Medical Technologies, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in Santa Ana, California, on Feb. 24, 2012, after Medicare refunds were halted. Irvine, California-based Gordian Medical provides supplies and services to treat serious wounds. The Debtor has active relationships with and serves patients in more than 4,000 nursing facilities in 49 states with the heaviest concentration of the nursing homes being in the south and southeast sections of the United States. In its schedules, the Debtor disclosed $37,877,279 in assets and $7,585,271 in liabilities as of the Petition Date. Judge Mark S. Wallace oversees the case. Jeffrey L Kandel, Esq., Teddy M Kapur, Esq., Samuel R. Maizel, Esq., and Scotta E. McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtor as counsel. Fulbright & Jaworski LLP serves as the Debtor's special regulatory counsel. Loeb & Loeb LLP serves as the Debtor's special tax counsel. GlassRatner Advisory & Capital Group LLC serves as the Debtor's financial advisor. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Landau Gottfried & Berger LLP. GREEN FIELD ENERGY: UST Wants Another Shot at Secrecy Order ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that when Green Field Energy Services Inc. initiated a Chapter 11 reorganization on Oct. 27, the oil-field services provider immediately sought court permission to hire Prime Clerk LLC as agent to send notices and receive creditors' claims. According to the report, along with papers to authorize hiring Prime Clerk, Green Field had the Delaware bankruptcy judge sign an order allowing the agent's fees to be kept secret. Last week, the U.S. Trustee asked the judge to reconsider whether Prime Clerk's fees should be kept secret. She's asking the judge to hold a hearing on Nov. 26 to decide if there are proper grounds for keeping the fees confidential. The U.S. Trustee, the Justice Department's bankruptcy watchdog, said the secrecy order was improperly signed by the judge on Oct. 29 because no one was given notice or an opportunity to object to sealing the fee arrangements. Green Field already has interim approval for a $15 million loan. The Nov. 26 hearing is the occasion when the company will seek approval of the entire $30 million loan package. The loan is provided by BG Credit Partners LLC and ICON Capital LLC. About Green Field Energy Green Field is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Case No. 13-bk-12783, Bankr. D. Del.). The Debtors are represented by Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois. The Debtors' investment banker is Carl Marks Advisory Group LLC. Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. GROEB FARMS: Judge Clears Creditors to Vote on Chapter 11 Plan -------------------------------------------------------------- Katy Stech, writing for DBR Small Cap, reported that a bankruptcy judge cleared creditors of Michigan honey supplier Groeb Farms Inc. to vote on the company's restructuring plan, which would see it emerge from Chapter 11 protection under the ownership of a private equity firm. According to the report, at a court hearing on Nov. 8, Judge Walter Shapero of the U.S. Bankruptcy Court in Detroit said that the company's 72-page description of its bankruptcy-exit plan contains enough details to inform the company's creditors who have the power to vote on the plan -- including vendors owed $14.5 million who are set to recover 10% of their claims, according to a recording of the hearing. Judge Shapero also set a Dec. 19 confirmation hearing to look over the voting results. Under the Chapter 11 plan, Texas investment firm Peak Rock Capital would take control of Groeb Farms after extending a $30 million bankruptcy loan to the 76-worker company, which filed for bankruptcy protection after regulators caught it illegally buying Chinese honey through other countries to avoid antidumping tariffs, the report related. That bankruptcy loan was designed to pay off the balance remaining on a $25 million bank loan that Peak Rock Capital bought from Wells Fargo Bank and to provide money for the company to keep operating during the Chapter 11 case. The bankruptcy-exit plan would enable three private equity firms that extended another $7 million to remain the company's lenders but with new terms that weren't disclosed in court papers, the report further related. Unsecured creditors would recover 10% of the amount they are owed, and the company's current owners -- mostly individual investors -- would be wiped out. The company filed for Chapter 11 protection on Oct. 1, blaming financial troubles that hit after Groeb Farms was accused of buying Chinese honey through other countries to avoid antidumping tariffs imposed by U.S. trade regulators in 2001. The bankruptcy filing halted several lawsuits filed earlier this year by honey producers and distributors that said they were harmed in the scandal. 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. Conway MacKenzie, Inc., serves as financial advisor, while Houlihan Lokey Capital, Inc., investment banker and also as financial advisor. Kurtzman Carson Consultants LLC is the Debtors' claims, noticing, and balloting agent. Daniel M. McDermott, United States Trustee for Region 9, has appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Creditors' Committee members are: Bees Brothers, LLC, Little Bee Impex, Delta Food International Inc., Buoye Honey, and Citrofrut SA de CV. HC Capital Holdings 0909A, LLC, an affiliate of Honey Financing Company, LLC, extended $27 million senior secured super- priority revolving credit facility to the Debtors. The DIP Lender is represented by Leonard Klingbaum, Esq., at KIRKLAND & ELLIS LLP, in New York. HELIA TEC: Court Approves Hiring of Fuqua & Associates as Counsel ----------------------------------------------------------------- Helia Tec Resources, Inc. sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Fuqua & Associates, P.C. as counsel and designate Richard L. Fuqua as attorney-in-charge. The Debtor requires Fuqua & Associates to: (a) provide the Debtor legal advice with respect to its powers and duties as a Debtor-in-possession in the continued operation of its business, and management of its property; (b) prepare all pleadings on behalf of the Debtor, as Debtor- in-possession, which may be necessary herein; (c) negotiate and submit potential plan of arrangement satisfactory to the Debtor, its estate, and the creditors at large; and (d) perform all other legal services for the Debtor as a Debtor-in-possession which may become necessary to these proceedings herein. Fuqua & Associates will be paid at these hourly rates: Richard L. Fuqua, Attorney-in-Charge $500 Associates $225-$250 Law Clerks & Legal Assistants $85-$125 Fuqua & Associates will also be reimbursed for reasonable out-of- pocket expenses incurred. Richard L. Fuqua, Esq., 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. Fuqua & Associates can be reached at: Richard L. Fuqua, Esq. FUQUA & ASSOCIATES, P.C. 5005 Riverway, Suite 250 Houston, TX 77056 Tel: (713) 960-0277 Helia Tec Resources, Inc. filed a Chapter 11 petition (Bankr. S. D. Tex. Case No. 13-36251) on Oct. 3, 2013 in Houston, Texas, represented by Richard L. Fuqua, II, Esq., at Fuqua & Associates, PC, in Houston, as counsel to the Debtor. The Debtor listed $16.15 million in assets and $2.24 million in liabilities. The petition was signed by Cary E. Hughes, president. IGLESIA PUERTA: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Iglesia Puerta Del Cielo, Inc. 9405 Betel Drive El Paso, TX 79907-3457 Case No.: 13-31911 Chapter 11 Petition Date: November 12, 2013 Court: United States Bankruptcy Court Western District of Texas (El Paso) Judge: Hon. Christopher Mott Debtor's Counsel: Wiley France James, III, Esq. JAMES & HAUGLAND, P.C. 609 Montana Ave. El Paso, TX 79902 Tel: (915) 532-3911 Fax: (915) 541-6440 Email: wjames@jghpc.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Marco Antonio Aguirre, president. List of Debtor's 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Jose Canales $105,318 Raul Arizpe $87,431 Jensen Harmon & Company $0 United States Trustee $0 Time Warner $0 The El Paso Electric Company $0 Texas Gas Service $0 Sprint $0 Internal Revenue Service $0 Great America $0 El Paso Water Utilities $0 El Paso Disposal $0 El Paso County Tax $0 El Paso Central Appraisal District $0 Comptroller Public Account $0 City of El Paso $0 AT&T $0 IN PLAY: Meadow Ranch Asso. Says Plan Outline is Inadequate ----------------------------------------------------------- Meadow Ranch Master Association (MRMA) questions the adequacy of In Play Membership Golf, Inc.'s Second Amended Disclosure Statement. In a previous objection, MRMA pointed out that a key feature of a negotiated sale of the Debtor's golf course properties to Oread Capital & Development is the sale of property owned by Eagle Mountain Golf but that the Original Disclosure Statement lacked information on Eagle Mountain. MRMA now notes that the bankruptcy filing of Eagle Mountain on Sept. 30, 2013 likely moots any issue on it being a co-proponent with the Debtor -- but raises issues on the adequacy of the Disclosure Statement particularly whether the Debtor's case will be jointly administered and/or substantively consolidated with the Eagle Mountain case, whether the Eagle Mountain case will affect the timing of Disclosure Statement approval, Plan confirmation proceedings, and Mile High Bank's motion for relief from stay in the case, among other concerns. MRMA also continues to be concerned that the Debtor has failed to adequately address the risk factors involved with the contemplated sale to Oread including the length of time to rezone the Deer Creek Golf Course, and environmental concerns like those related to wetlands, drainage and floodplain issues. MRMA continues that the Debtor states that it disputes the validity of MRMA's claims but does not state the reason for it. MRMA is represented by Curt Todd, Esq. -- ctodd@templelaw.comcastbiz.net -- of the Law Office of Curt Todd, LLC, in Denver, Colorado. About In Play Membership Golf In Play Membership Golf, Inc., doing business as Deer Creek Golf Club and Plum Creek Golf and Country Club, filed a Chapter 11 petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22, 2013. Jeffrey A. Weinman, Esq., at Weinman & Associates, P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent the Debtor in its restructuring effort. Allen & Vellone, P.C. serves as the Debtor's co-counsel. The Debtor estimated assets and liabilities of at least $10 million. IN PLAY: Maya Water Opposes Approval of 2nd Amended Plan Outline ---------------------------------------------------------------- Maya Water, Inc., objects to the adequacy of In Play Membership Golf, Inc.'s Second Amended Disclosure Statement especially with regards to a certain Amended and Restated Water Lease dated June 2011 between the parties. The Debtor owns the Deer Creek Gold Club, and the Water Lease is for the provision of water to the Golf Club. The Amended Disclosure Statement states that the Debtor will assume the Water Lease under the Amended Plan, and that the Debtor is unaware of any defaults under the Water Lease. Maya Water complains that the Amended Disclosure Statement is silent as to when and the manner in which Maya or any counterparty to a contract/lease must object to the assumption/rejection of its contract or lease due to the treatment of its contract or lease under the Amended Plan. Maya Water also asserts that the Debtor has prepetition defaults under the Water Lease, contrary to what the Debtor is claiming in the Amended Disclosure Statement. The Debtor, Maya Water adds, has also failed to comply postpetition with the reporting provisions (e.g. monthly accounting report) of the Water Lease. Maya Water is represented by: BERENBAUM WEINSHIENK PC M. Frances Cetrulo, Esq. John L. Watson, Esq. 370 17th Street, #4800 Denver, Colorado 80202 Tel No: (303) 825-0800 About In Play Membership Golf In Play Membership Golf, Inc., doing business as Deer Creek Golf Club and Plum Creek Golf and Country Club, filed a Chapter 11 petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22, 2013. Jeffrey A. Weinman, Esq., at Weinman & Associates, P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent the Debtor in its restructuring effort. Allen & Vellone, P.C. serves as the Debtor's co-counsel. The Debtor estimated assets and liabilities of at least $10 million. INFINIA CORP: Can Employ Hamilton Clark as Fin'l Advisor & Banker ----------------------------------------------------------------- Infinia Corporation sought and obtained authority from the U.S. Bankruptcy Court for the District of Utah, Central Division, to employ Hamilton Clark Sustainable Capital, Inc., f/k/a Hamilton Clark Securities Company, as its financial advisor and investment banker. Hamilton Clark will charge the Debtor a flat monthly fee of $45,000, and a deferred fee of 6%. The deferred fee becomes payable if a business transaction is closed (i) during the term of Hamilton Clark's engagement with any party or (ii) within 12 months following the effective date of the termination of the agreement with a party included on Hamilton Clark's list or with a party that had any contact with the Debtor during Hamilton Clark's engagement but was not identified to Hamilton Clark. The deferred fee will be the greater of $200,000 or all monthly fees previously paid if the consideration for the business transaction is provided by an insider of the Debtor or an affiliate of that insider, and a minimum of $300,000 if the consideration for the business transaction is provided by an unrelated third party. In addition to the fees, Hamilton Clark will be reimbursed for any necessary out-of-pocket expenses. John J. McKenna, chairman and CEO of Hamilton Clark, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. According to Mr. McKenna, at the end of August 2013, the firm sent the Debtor an invoice for roughly $20,120 for prepetition work but the firm agreed to waive its claim for the prepetition amount in anticipation of the postpetition engagement. 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. The Debtors estimated assets and debts of at least $10 million. The Debtors are represented by George B. Hofmann, Esq., at Parsons Kinghorn & Harris, P.C., in Salt Lake City, Utah. INFINIA CORP: Can Hire Fenwick & West as Special Counsel -------------------------------------------------------- Infinia Corporation sought and obtained authority from the U.S. Bankruptcy Court for the District of Utah, Central Division, to employ Fenwick & West LLP as special counsel with respect to corporate, transactional, and securities issues that may arise in the Chapter 11 case. The current hourly rates for the Fenwick attorneys primarily involved in advising and representing the Debtor are as follows: Alan C. Smith, Esq. -- acsmith@fenwick.com $735 Andrew T. Albertson, Esq. -- aalbertson@fenwick.com $565 The firm will also be reimbursed for any necessary out-of-pocket expenses incurred. Mr. Smith assures 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 Debtor paid to Fenwick a $25,000 retainer on or about Sept. 3, 2013. The Debtor has billed $21,906 for the work provided by the firm as special counsel in advising the Debtor with respect to its restructuring efforts, and thus, $3,093 of the $25,000 retainer remains. According to Mr. Smith, the Debtor currently owes the firm a prepetition debt of $131,467 for services rendered prior to the Petition Date that are unrelated to the firm's service and retention as special counsel. Mr. Smith also discloses that Fenwick holds 568,368 shares of the Debtor's common stock, which represents less than one-fifth of one percent of the Debtor's outstanding shares of common stock. 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. The Debtors estimated assets and debts of at least $10 million. The Debtors are represented by George B. Hofmann, Esq., at Parsons Kinghorn & Harris, P.C., in Salt Lake City, Utah. INFINIA CORP: Can Employ Rocky Mountain Advisory as Accountants --------------------------------------------------------------- Infinia Corporation sought and obtained authority from the U.S. Bankruptcy Court for the District of Utah, Central Division, to employ Gil A. Miller and Rocky Mountain Advisory, LLC, as its accountants and financial advisors. RMA will be paid its currently hourly rates, which range between $125 and $350. The firm will also be reimbursed for any necessary out-of-pocket expenses. Gil A. Miller, senior managing director of Rocky Mountain Advisory LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. RMA presently holds a retainer of $19,378, received from the Debtor. 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. The Debtors estimated assets and debts of at least $10 million. The Debtors are represented by George B. Hofmann, Esq., at Parsons Kinghorn & Harris, P.C., in Salt Lake City, Utah. INVESTCORP BANK: Fitch Affirms 'BB' Long-term Issuer Rating ----------------------------------------------------------- Fitch Ratings has affirmed the long-term Issuer Default Rating (IDR) of Investcorp Bank B.S.C. at 'BB'. The Rating Outlook remains Stable. Key Rating Drivers: The rating affirmation reflects the company's successful refinancing of 2013 debt maturities and new debt issuance last year, both of which have lengthened its funding profile at a cost commensurate with its rating. The ratings also reflect an enhanced fee income stream through increased private equity and real estate deal flow, improved leverage, and continued reduction in more volatile hedge fund co-investments. It should be noted that assets under management (AUM) fees declined by 8% due to falling AUM, while deal fees rose sharply by 73% through increased private equity and real estate placement and realizations. During 2012, Investcorp entered into a $529 million forward-start debt facility, with contractual amortizations in September 2013 and 2014 and final maturity in September 2015. The facility was provided by a syndicate of banks. Fitch notes that the new facility has stricter and more creditor-friendly net worth and leverage covenants; conversely, liquidity covenants were relaxed. In November 2012, Investcorp S.A. issued $250 million in unsecured five-year notes maturing on Nov. 1, 2017. Proceeds of the forward- start facility and debt issue were used to repay maturing obligations in March and April 2013 and extend debt maturities. It should be noted that Investcorp recently repurchased $100 million of the $515 million in preferred stock at a slight premium. Based on its economic capital model, Investcorp has a sufficient capital cushion to cover this potential purchase and its regulatory capital ratio is well above the required minimum. The Stable Outlook reflects Fitch's view that Investcorp's liquidity, leverage and funding profile have stabilized and could improve over the medium term, absent a material market stress. Rating Sensitivities: Fitch believes that near-term rating upside is likely limited due to Investcorp's volatility in profitability (particularly asset- based income associated with private equity and hedge fund investments), a significant proportion of high-cost preferred stock in the capital base, and its wholesale funding structure. A one-notch upgrade could be achievable over the longer term if Investcorp is able to successfully increase the proportion of fee income, decrease more volatile asset-based income and improve fixed charge coverage. This assumes that leverage metrics continue to improve, liquidity grows and the level of co-investments continues to decline according to management's plans. Should Investcorp be unable to generate sufficient earnings to cover fixed charges, reverse continued net AUM outflows, and/or maintain the recent decline in co-investments, ratings could be downgraded. Furthermore, if the sovereign rating of Bahrain (rated 'BBB', Outlook Stable by Fitch) was downgraded significantly, Investcorp's ratings would be downgraded, as Fitch does not envision rating the issuer above the sovereign ratings. Fitch has affirmed the following ratings: Investcorp Bank B.S.C. -- Long-term IDR at 'BB'; Outlook Stable; -- Short-term IDR at 'B'; -- Viability Rating at 'bb'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'. Investcorp S.A. -- Long-term IDR at 'BB'; Outlook Stable; -- Short-term IDR at 'B'; -- Senior unsecured debt at 'BB'. Investcorp Capital Ltd. -- Long-term IDR at 'BB'; Outlook Stable; -- Short-term IDR at 'B'; -- Senior unsecured debt at 'BB'. ISTAR FINANCIAL: Files Form 10-Q, Incurs $30.6MM Loss in Q3 ----------------------------------------------------------- iStar Financial Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss allocable to common shareholders of $30.57 million on $95.80 million of total revenues for the three months ended Sept. 30, 2013, as compared with a net loss allocable to common shareholders of $71.78 million on $93.53 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 allocable to common shareholders of $97.83 million on $290 million of total revenues as compared with a net loss allocable to common shareholders of $185.57 million on $301.18 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $5.77 billion in total assets, $4.37 billion in total liabilities, $12.39 million in redeemable noncontrolling interests, and $1.38 billion in total equity. A copy of the Form 10-Q is available for free at: http://is.gd/giUFqo About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Financial incurred a net loss of $241.43 million in 2012, following a net loss of $25.69 million in 2011. * * * In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default rating and revised the outlook to "positive" from "stable." The revision of the outlook to positive is based on the company's demonstrated access to the unsecured debt market, which, combined with certain secured debt refinancings, have significantly improved SFI's near-term debt maturity profile. As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to B2 from B3. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. IZEA INC: Incurs $975,000 Net Loss in Third Quarter --------------------------------------------------- IZEA, Inc., reported a net loss of $975,302 for the quarter ended Sept. 30, 2013, compared to a net loss of $951,570 during the same period last year. Revenue for the third quarter of 2013 was $1.57 million, compared to $1.06 million for the third quarter of 2012. EBITDA was $(431,742) for the quarter compared to $(794,691) during the same period of last year, an improvement of 46 percent, primarily due to the higher revenue and improved margins during the third quarter of 2013. "This is our third straight quarter of record bookings," said Ted Murphy, IZEA's chairman and chief executive officer. "We have a great deal of positive momentum right now and there is strong demand for Social Sponsorship from marketers. Our team has done an incredible job of scaling sales booked and revenue while containing annual costs and delivering operational efficiency. The trends are positive and affirm the growth opportunity in our category." A copy of the press release is available for free at: http://is.gd/4itw5w About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., believes it is a world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. IZEA reported a net loss of $4.67 million in 2012 as compared with a net loss of $3.97 million in 2011. The Company's balance sheet at June 30, 2013, showed $1.64 million in total assets, $4.35 million in total liabilities and a $2.70 million total stockholders' deficit. Cross, Fernandez & Riley, LLP, in Orlando, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and had a negative working capital and an accumulated deficit at Dec. 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern without raising sufficient additional financing. JASON INC: Moody's Affirms 'B1' CFR & Secured Debt Ratings ---------------------------------------------------------- Moody's Investors Service affirmed Jason Incorporated's B1 Corporate Family Rating (CFR) as well as the B1 (LGD-3, 30%) ratings on its secured bank credit facilities. Jason is seeking an increase of $10 million to the term portion of its senior secured credit facilities, which include a $35 million revolving credit commitment, that would take the outstanding balance to roughly $229.4 million. In addition it has requested certain amendments to the credit agreement. Jason's Probability of Default ratings (PDR) of B2-PD has also been affirmed. The rating outlook remains stable. Moody's assigned initial ratings to Jason in February 2013 at which time the term loan was sized at $225 million. Since that time, the company made a prepayment of $5 million as well as the first scheduled amortization payment at the end of September, taking the balance to roughly $219.4 million at that time. The additional $10 million would increase the term loan by some 2% compared to the original amount. Jason has also requested an amendment to its credit agreement. One provision relates to the use of proceeds from insurance carriers as settlements on its former Newcomerstown, OH plant, which was destroyed in a fire in 2011. The amendment permits those receipts as well as the proceeds from the incremental term loan to be distributed to shareholders. Another provision calls for a waiver of the application of an excess cash flow sweep on 2013's performance. In effect, the amendment causes funded debt balances to be higher than otherwise would have been the case with a further increase from the addition to the term loan. By deploying funds in returns to shareholders, the pace of de-leveraging has slowed, and suggests Jason's capital structure will be kept in a leveraged condition. Still, Jason's performance to date has been at or slightly ahead of Moody's expectations with no material change anticipated over the near-term. Slow growth in revenues and earnings as well as moderate amounts of free cash flow generation should continue. Thus, despite the proposed minor increase in balance sheet debt, Moody's adjusted debt/EBITDA on a pro forma basis for the additional debt was gauged at around 4 times compared to 4.6 times measured in February when an adjustment for preferred stock was included in the debt total. Those preferred shares are being redeemed in this transaction. Jason's liquidity is also not impacted as its revolving credit facility remains undrawn. As a result, the CFR, PDR and instrument ratings are affirmed. Moody's Loss-Given-Default assessments for the senior secured credit facilities (LGD-3, 30%) have also not moved. Ratings Rationale: Jason's B1 Corporate Family Rating reflects its moderate size, leveraged capital structure, exposure to cyclical end-markets, regional focus in North America, consistent profitability and adequate liquidity. The rating further considers the company's solid market position across several niche businesses in which it is believed to be the domestic or global leader. Principal end- markets of automobile, construction equipment, motorcycles, rail, lawn and garden equipment have exhibited correlation over the years and are affected by macro-economic trends and discretionary consumer expenditures. The stable rating outlook reflects Moody's expectations that Jason's revenues, earnings and cash flows will be sustained across key end markets over the rating horizon and is further supported by an adequate liquidity profile. Given Jason's focus on relatively small and cyclical end markets in North America, an upgrade in the near term is unlikely. To the extent that Jason is able to meaningfully increase its scale without a deterioration in its leverage profile or liquidity, upward pressure could develop. Adjusted debt-to-EBITDA sustained meaningfully below 4.0x would be viewed positively. A ratings downgrade would occur if weak operating performance were to constrain the company's near-term liquidity, either through revolver usage or covenant tightening. EBITA/Interest coverage below 2.0 times, debt/EBITDA above 5.0 times or negative free cash flow would result in negative rating action. Jason Incorporated, headquartered in Milwaukee, Wisconsin, is a diversified industrial manufacturing company serving finishing (industrial and maintenance brushes, buffs, and compounds), Seating (static seating for motorcycle, construction, agricultural, lawn and turf -care equipment), Acoustics (fiber based acoustical insulation products for the auto industry) and Components (producer of metal products, rail safety products and subassembly of electric smart meters). Jason is majority owned by Saw Mill Capital Partners. Revenue in 2012 was roughly $655 million. KEEN EQUITIES: Case Summary & 5 Unsecured Creditors --------------------------------------------------- Debtor: Keen Equities, LLC 1600 63rd Street Brooklyn, NY 11210 Case No.: 13-46782 Chapter 11 Petition Date: November 12, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Kevin J Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 301-6944 Fax: (212) 422-6836 Email: KNash@gwfglaw.com Total Assets: $15.1 million Total Liabilities: $6.84 million The petition was signed by Y.C. Rubin, manager. List of Debtor's five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Orange County Commissioner Taxes $299,268 of Finance 255 Main Street Goshen, NY 10924 New York State Worker's $26,500 Comp Board Village of South Blooming Grove Taxes $15,082 Rodger W. Braley, Architect $2,200 Anthony Mann $2,048 KERA RIVERSIDE: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: Kera Riverside, LLC 390 Bridge Parkway, #C Redwood City, CA 94065 Case No.: 13-32457 Chapter 11 Petition Date: November 12, 2013 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Chris D. Kuhner, Esq. KORNFIELD, NYBERG, BENDES AND KUHNER 1970 Broadway #225 Oakland, CA 94612 Tel: (510) 763-1000 Email: c.kuhner@kornfieldlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by George Arce, managing member of Arce Riverside, LLC. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/canb13-32457.pdf LAND CONSERVANCY BC: CCAA Stay Extended to January 2014 ------------------------------------------------------- Madam Justice Fitzpatrick of the Supreme Court of British Columbia issued an order extending until Jan. 20, 2014, the stay in the proceedings commenced by TLC The Land Conservancy of British Columbia and TLC The Land Conservancy (Enterprises) Ltd., pursuant to the Companies' Creditors Arrangement Act in Canada. On Oct. 7, 2013, the Supreme Court of British Columbia made an order pursuant to the CCAA, granting a stay of proceedings against the TLC entities until Nov. 4, 2013. Pursuant to the Initial Order, Wolrige Mahon Limited was appointed as monitor. TLC was authorized to borrow up to C$550,000 under first stage debtor-in-possession loan agreements with 0980469 BC Ltd., Carlyon Holdings Ltd., and Frances Margaret Sloan Sainas; and a further C$1.3 million from Carlyon. Both first and second stage DIP Loans being secured by the granting of a non-priming charge in favor of the DIP lenders. The monitor may be reached at: Gord McMorran, CPA, CA, CIRP Jonathan McNair WOLRIDGE MAHON LIMITED 900-400 Burrard Street Vancouver, BC V6C 3B7 Tel: 604-691-6804 604-691-6873 E-mail: gmcmorran@wm.ca jmcnair@wm.ca LBI MEDIA: S&P Ups CCR to CCC- on Distressed Exchange Completion ---------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit ratings on Burbank, Calif.-based LBI Media Holdings Inc. (Holdings) and LBI Media Inc. (LBI) to 'CCC-' from 'SD'. The outlook is negative. "We lowered the issue-level rating on LBI's 10% senior secured notes due 2019 to 'CCC-' from 'CCC', and the issue-level ratings on LBI's 11.5%/13.5% PIK toggle second-priority subordinated notes, LBI's 8.5% senior subordinated notes, and Holdings' senior notes to 'C' from 'CC'," said S&P. "The upgrade reflects Holdings' completion of its distressed debt exchange on its senior discount notes," said Standard & Poor's credit analyst Minesh Patel. The exchange had a minimal impact on leverage and interest coverage. As of June 30, 2013, leverage remained excessive at about 22x, cash interest coverage was fractional, and discretionary cash flow was negative. "The 'CCC-' rating reflects LBI's unsustainable capital structure, its thin liquidity cushion, and our expectation of ongoing discretionary cash flow deficits. The negative outlook reflects our expectations, absent a significant improvement in the television segment performance or a meaningful curtailment in programming investment, that the company will have insufficient liquidity to fund operations in 2014. Specifically, we forecast that the company lacks sufficient liquidity to meet its current obligations after funding its semi-annual interest payment on the 10% senior secured notes on April 15, 2014 and 11.5%/13.5% PIK toggle second-priority subordinated notes due May 15, 2014. Furthermore, we are concerned about potential debt acceleration caused by a going concern qualified audit opinion." "The negative rating outlook reflects our view that within six to nine months, absent a significant shift in ad demand and in the company's results, the company will have insufficient liquidity to meet its short-term obligations. We would lower to 'D' the issue rating of any defaulting issue, and the corporate credit rating to 'SD' (selective default)," said S&P. "A revision of the outlook to positive or an upgrade, which we believe is unlikely in the near term, would require the company to address its near-term liquidity needs, eliminate its discretionary cash flow deficits, and show meaningful improvement in its operating performance," S&P related. LIFE CARE: Exit Strategy May Be Known Early December 2013 --------------------------------------------------------- Life Care St. Johns, Inc., a Florida not-for-profit corporation doing business as Glenmoor, said in court papers last month that "at the present time, the Debtor does not know if its exit strategy will involve a sale, affiliation transaction or a restructuring. The exit strategy will not likely be determined until early December 2013." On Oct. 28, Judge Jerry A. Funk granted the Debtor's request for extension of its exclusive periods to file a reorganization plan until Feb. 14, 2014, and solicit votes for that plan until April 15, 2014. The Court, however, said the exclusivity extensions is without prejudice to Wells Fargo Bank N.A., in its capacity as indenture trustee, to seek a reduction in the exclusivity periods on the occurrence of a default under the "Final Order Authorizing Use of Cash Collateral and Providing Adequate Protection." In its request for extension of exclusivity, the Debtor said the disclosure statement explaining the plan "will then be drafted around the chosen strategy." An extension of the Exclusivity Periods, the Debtor said, is warranted so that the Debtor may fully divulge (a) the process in which the final terms of the plan evolved, and (b) the details governing the treatment of creditors and other parties-in-interest, so that creditors may make an informed decision concerning whether to accept or reject the plan of reorganization. The Debtor said it must find a solution which produces a meaningful recovery for the refund claimants; deal with a restructuring of more than $55 million in debt owed to its bondholder constituency; and must ensure that its current residents continue to receive the same high level of care which they have historically received at Glenmoor. The Debtor said it has engaged in extensive negotiations with its bondholders and unsecured creditors, which negotiations have resulted in a consensual path for exiting the Chapter 11 reorganization, more particularly outlined in the final court order authorizing the Debtor's use of cash collateral. In separate court papers last month, the Debtor also sought approval of a stipulation extending until Nov. 15 the time for the Debtor to enter into mutually agreeable plan support agreement pursuant to the final order authorizing use of cash collateral. On Sept. 3, 2013, the Court entered its final order authorizing use of cash collateral and providing adequate protection. Pursuant to the order, the Debtor and the Majority Holders were to execute a mutually agreeable Plan Support Agreement on terms and conditions acceptable to the Debtor and the Majority Holders on or before Sept. 16. The PSA was further required to include certain milestones and provisions. In its request for extension of exclusivity, the Debtor said the "benchmarks" reflected in the Cash Collateral Order are: (i) the Debtor shall retain a marketing and sales consultant, and operations consultant, with qualifications and on terms acceptable to the Debtor and the Bond Trustee on or before August 28, 2013; (ii) the Debtor shall cause and discuss with the Consultants the completion and delivery to the Bond Trustee of a written assessment report based on a scope of work set forth in the Consultants' retention agreement on or before the date that is 45 days after the date the Consultants are retained; (iii) the Debtor shall use commercially reasonable efforts to implement the recommendations set forth in the Assessment Report (subject to the availability of funds in the Budget for this purpose) as soon as practicable over the 90 days immediately following the date the Assessment Report is delivered to the Debtor and the Bond Trustee (the "Implementation Period"); (iv) the Debtor and certain holders of the Bonds representing a majority of the holders of the principal amount of the Bonds (the "Majority Holders") will execute a mutually agreeable Plan Support Agreement (the "PSA") on terms and conditions acceptable to the Debtor and the Majority Holders, which shall include the following milestones and provisions: a. the Debtor and its professionals shall prepare (a) financial projections, and (b) financial models reflecting the Debtor's debt capacity based upon current operations and future projections (including taking into account any improvements provided for in the Assessment Report) (the "Restructuring Materials") and shall deliver copies of the same to the Bond Trustee on or before the date that is 30 days after the end of the Implementation Period (the "Materials Delivery Date"); b. the Debtor and its professionals shall prepare materials for use in soliciting affiliation/sale transaction proposals, which materials shall be reviewed by, and subject to input from, the Bond Trustee and its professionals and shall be completed on or before the date that is 30 days after the end of the Implementation Period; c. the Debtor and its professionals shall actively solicit affiliation/sale transaction proposals through a process acceptable to the Bond Trustee. The process terms shall include, without limitation, a deadline for interested parties to submit letters of intent (each, a "LOI") to the Debtor and the Bond Trustee on the date that is not more than 60 days after the Materials Delivery Date (the "LOI Deadline"); d. based upon the Restructuring Materials, the Debtor will deliver to the Bond Trustee a restructuring proposal on or before the date that is not more than 30 days after the Materials Delivery Date (the "Restructuring Proposal"); e. upon receipt of any LOI, the Debtor shall provide copies to the Bond Trustee, the Majority Holders, and their professionals for their review and comment; f. upon expiration of the LOI Deadline, the Debtor, the Bond Trustee, and the Majority Holders shall evaluate the Restructuring Proposal and any LOIs received, and reach agreement on the highest and best recovery for creditors of the Debtor, including the holders of the Bonds; g. to the extent the Debtor, the Bond Trustee, and the Majority Holders agree on the highest and best option received from among the Restructuring Proposal and any LOIs received, such option shall become the agreed- upon transaction to be consummated pursuant to a Chapter 11 plan (the "Consensual Exit"), which agreement shall be no later than 30 days after the LOI Deadline; h. the Debtor will prepare a Chapter 11 plan (the "Consensual Plan") and accompanying disclosure statement acceptable to the Bond Trustee and the Majority Holders by no later than 30 days after agreement on the Consensual Exit, which plan shall effectuate the Consensual Exit and shall contain releases for the benefit of the Debtor's officers, directors and board members. In the event that a LOI is selected for the Consensual Exit, such LOI shall be subject to the solicitation of higher and better offers, and a court approved auction and sale process, which shall be effectuated through the Consensual Plan; i. as part of the Consensual Plan, the agreements with the Facility's current residents will be assumed on the effective date of the Consensual Plan; and j. the PSA shall include various default and termination provisions, including that if there is a default under the Second Interim Order or the Final Order, or any further order approving the use of the Bond Trustee's Cash Collateral, resulting in the termination of the use of Cash Collateral, such default and termination shall also be a default and termination event under the PSA. 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. LIME ENERGY: Green Gas Buys Landfill-Gas-to Energy Project ---------------------------------------------------------- Green Gas America's, Inc., has acquired Lime Energy's 2.8 MW landfill-gas-to-energy project located in Charlotte County, Florida, through the acquisition of Lime Energy's subsidiary, GES- Port Charlotte, LLC, which owns the project. Lime has applied the net proceeds from the sale to pay off the PNC Bank term loan used to fund the construction of the facility. The sale was consummated pursuant to a Membership Interest Purchase Agreement, dated Nov. 1, 2013. The total purchase price paid for the membership interest was $3.3 million, less: (1) a $152,300 contribution on the part of the Seller toward the cost of wellfield improvements; (2) $48,333 for estimated property taxes; and (3) $31,200 for pre-closing liabilities. The project is located on the Charlotte County landfill and sells power to Orlando Utilities Commission through a long-term power purchase agreement. The project won the EPA's Landfill Methane Outreach Programs' Landfill Project of the Year for 2011. "We have been privileged to partner with Charlotte County on this project," said John O'Rourke, chief executive officer of Lime Energy. "Green Gas' deep U.S. and international development and operational experience in the landfill sector make it the ideal owner for the project." "This acquisition marks an important milestone for Green Gas Americas to further expand our company's mission of building a portfolio of landfill gas to energy projects," said Duncan Cox, Green Gas' president. With this acquisition, Green Gas International, the owner of Green Gas Americas, adds to its portfolio of renewable energy projects, which now exceeds 120 MW of projects that are owned operated and maintained by the company. Green Gas uses its expertise to develop methane waste gas to power projects to the best interest of all stakeholders. Additional information is available for free at: http://is.gd/kw2BWI About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. The Company's balance sheet at June 30, 2013, showed $32.64 million in total assets, $31.68 million in total liabilities and $952,000 in total stockholders' equity. Lime Energy disclosed in regulatory filings in July 2013, it is in discussions with PNC Bank about entering into a forbearance agreement in which they would agree not to accelerate a loan for a period of time while the Company attempts to correct the gas flow issue and sell its landfill-gas facility. The bank is considering the Company's request. LOFINO PROPERTIES: Seeks Access to Glicny's Cash Collateral ----------------------------------------------------------- Lofino Properties, LLC, et al., seek a bankruptcy court order allowing them to use rental income from properties on which Glicny Real Estate Holdings, LLC, has interests in for ordinary course expenses necessary to the preservation and operation of those Properties in accordance with a prepared budget. The Debtors clarify that they are not seeking authority to use those rents remaining after payment of the ordinary and necessary expenses or the "Net Rents." Glicny Real Estate Holdings, LLC, is believed to have interests in Lofino's retail grocery stores located at 134 Wilmington Pike, 8245 Springboro Pike and 8209,825-8361 Springboro, Pike, in Dayton, Ohio. Accordingly, rental income on these properties constitute cash collateral of Glicny. Moreover, the Debtors ask the Court to establish that Glicny's interests will be adequately protected to the extent of diminution in value of the Prepetition Collateral. Debtor Southland 75, LLC, anticipates the Net Rents will accrue to an approximate aggregate amount of $11,000 each month. Any Net Rents generated will be set aside, maintained and accounted for in a cash collateral account as additional adequate protection of Glicny's interests. In addition to the existence of a substantial equity cushion for Glicny, the Debtors relate that they will grant replacement liens to Glicny to the same validity, extent, and priority as existed prepetition and will provide periodic financial reporting. Glicny Reacts Glicny Real Estate Holdings, in response, argues that it objects to the use of its Cash Collateral by the Debtors to pay any cost related to any property. It also objects to the use of Cash Collateral generated from any property to pay for the general costs of administering the bankruptcy cases of jointly administered debtors. Glicny also opposes the use of Cash Collateral by the Debtors without providing adequate protection for such use. "The replacement liens offered by the Debtors do not constitute adequate protection because GLICNY already has fully perfected, first priority security interests in the leases, rents, and proceeds of the Properties pursuant to section 552(b) of the Bankruptcy Code," counsel to Glicny contends. Attorneys for Glicny Real Estate Holdings, LLC, are: BLOMGREN & BOBKA, CO., L.P.A. Gilbert E. Blomgren, Esq. Todd A. Bobka, Esq. 1370 Ontario Street, Suite 600 Cleveland, OH 44113 Tel: (216) 622-1234 Fax: (216) 622-1233 E-mail: gblomgren@blomgren-bobka.com tbobka@blomgren-bobka.com About Lofino Properties Lofino Properties, LLC, and Southland 75, LLC, filed for Chapter 11 protection on Oct. 4, 2013 (Bankr. S.D. Ohio Case No. 13- 34099). The Debtors own shopping centers in Dayton, Ohio. Lofino scheduled $19.91 million in assets and $13.5 million in liabilities at the time of the filing. The Hon. Guy R. Humphrey presides over the case. Joshua M. Kin, Esq. of Pickrel, Schaeffer and Ebeling Co., LPA, represents the Debtor in the case. MACCO PROPERTIES: Trustee May Hire Pierce Couch, Traub Lieberman ---------------------------------------------------------------- Michael E. Deeba, as Chapter 11 Trustee for Macco Properties, sought and obtained permission from the U.S. Bankruptcy Court to employ Gerald P. Green, Amy Steele Neathery and John C. Lennon of the firm of Pierce Couch Hendrickson Baysinger & Green, LLP and Stephen D. Straus and Jeremy Monosov of the firm of Traub Lieberman Straus & Shrewsberry, LLP to assist the Trustee in a state court matter, First Specialty Insurance Corporation v. General Properties, Inc., and Macco Properties, Inc., Case No. 653280/2013. The lawsuit involves a declaratory judgment sought by First Specialty to determine whether it is obligated to pay to the Debtor insurance proceeds for tornado damage to the Brooks Apartments in April 2012. Neither of these law firms has represented the Debtor prior to that lawsuit. General Properties, Inc., the other party to this lawsuit, has already hired local New York counsel for this case, and it has already filed an answer in the matter. General Properties, the 1% owner of NV Brooks Apartments, LLC, the Joint Debtor in this case, holds the same claims and defenses as the Debtor in the matter. At this time, there are roughly $2,000,000 in assets in the Debtor. It is projected that $1,000,000 will be needed to pay off the remaining unsecured creditors of both the Debtor and the Joint Debtor, which consists of $571,000 plus interest for the Debtor and $47,000 for the Joint Debtor. The remainder shall be sufficient to pay the outstanding professional fees and other administrative claims. Any further amounts received by the estate would inure to the benefit of the Debtor's equity holder, Jennifer Price. No further amounts are needed to ensure that all creditors and claims of the estate are paid in full. Lew McGinnis and Jennifer Price, interested parties in the bankruptcy case of Macco Properties, Inc., filed an Objection to the "Application for Approval of Employment of Special Counsel for the Trustee." They said employment of Special Counsel would not be in the best interests of the creditors. Based on the projections and the listed amounts of claims in both the joint bankruptcy cases, there are already sufficient funds with which to immediately pay all claims in full. There is no need for the estate to expend more time and money to chase after additional funds for the estate. This litigation that is being contemplated with be extensive and will delay payment to the unsecured creditors for years. All that stands in the way of immediate payment of the unsecured creditors' claims is the continuation of this case or its conversion. They also noted that, at this point with the Motion to Dismiss the case submitted by Jennifer Price, the unsecured creditors would be paid in full plus interest and any professional fees due at this time would be paid in full. To accomplish this, Jennifer Price will be filing an amendment to her Motion to Dismiss which will provide that an escrow agent be established and that $1,000,000 is turned over to the escrow agent to immediately pay the unsecured creditors in full plus interest as well as the professional fees that are due at this time, subject to court approval of those professional fees. They said the decision to bring this claim or not should lie within the discretion of the only party who would stand to benefit from the time and expenses put into this endeavor. The only related party to this bankruptcy who would benefit is the equity holder of the Debtor, Jennifer Price. Therefore, the decision to incur expenses to hire counsel and spend numerous months fighting this issue should rest with Jennifer Price alone. In fact, the party who stands to gain the most from this litigation, the purchaser of the Brookviews Apartments, is unwilling to contribute to legal fees on this matter. Jennifer Price, as well as Lew McGinnis, is unwilling to pursue this matter, regardless of the benefits she may receive, in light of the substantial attorneys' fees that would be incurred as a result. She particularly has no desire for the estate to enter into contingent fee agreements which obligate the estate to pay if their litigation is lost. Her sole interest is to see the unsecured creditors paid in full immediately plus interest, to pay the professional fees that are now due subject to the court approval, for the case to be dismissed, and the balance of funds be disbursed to her. To do anything otherwise would put the little equity remaining from the devastating tenure of the Ch. 11 Trustee at a complete risk of depletion. Living Investments, LLC, another interested party, filed a response to Lew McGinnis and Jennifer Price's amended objection to Application for Approval of Employment of Special Counsel for Trustee. Living Investments asked the Court to approve the Application of the Chapter 11 Trustee and allow him to employ Pierce Couch and Traub Lieberman as Special Counsel. Attorney for Lew McGinnis and Jennifer Price can be reached at: Joyce W. Lindauer, Esq. 8140 Walnut Hill Lane, Suite 301 Dallas, Texas 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 Attorneys for Michael E. Deeba can be reached at: Janice D. Loyd, OBA James H. Bellingham, OBA Christopher T. Stein, OBA BELLINGHAM & LOYD, P.C. 620 North Robinson, Suite 207 Oklahoma City, OK 73102-6217 Tel: (405)235-9371 Fax: (405)232-1003 E-mail: jdltrustee@bellinghamloyd.com jbellingham@bellinghamloyd.com steinlawfirm@hotmail.com About Macco Properties Oklahoma City, Oklahoma-based Macco Properties, Inc., is a property management company that is the sole or controlling member and/or manager of numerous multi-family residential rental units in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas, and several and commercial business properties in Oklahoma City, Oklahoma, and Holbrook, Arizona. Macco Properties filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010. The Debtor disclosed $50,823,581 in total assets, and $4,323,034 in total liabilities. Affiliated entities also sought bankruptcy protection: NV Brooks Apartments, LLC (10-16503); JU Villa Del Mar Apartments, LLC and (10-16842); and SEP Riverpark Plaza, LLC (10-16832). SEP Riverpark Plaza owns or controls The Riverpark Apartments, a multi-family apartment complex located in Wichita, Kansas. Receivership Services Corp., a division of the Martens Cos., serves as property manager for the six Wichita apartment complexes caught up in the bankruptcy of Macco Properties of Oklahoma City. On May 31, 2011, an Order was entered appointing Michael E. Deeba as the Chapter 11 Trustee for Macco Properties. He is represented by Christopher T. Stein, of counsel to the firm of Bellingham & Loyd, P.C. Grubb & Ellis/Martens Commercial Group LLC acts as the Chapter 11 Trustee's exclusive listing broker/realtor for properties. The Official Unsecured Creditors' Committee is represented by Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City. In August 2013, the Bankruptcy Court signed off on an agreed order dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU Villa Del Mar Apartments. MAD CATZ: Obtains Waiver & Fixed Charge Covenant Ratio Amendment ---------------------------------------------------------------- Mad Catz Interactive, Inc., on Nov. 7 reported financial results for the fiscal 2014 second quarter ended September 30, 2013. Key Fiscal 2014 Second Quarter Highlights: -- Net sales in the quarter declined 43% to $17.8 million, as the Company's sales to North America declined 51% and sales to Europe and APAC each declined 37%; -- Gross margin was 26.7%, compared to 28.8% in the second quarter last year; -- Total operating expenses decreased slightly year-over-year to $8.4 million; -- Diluted loss per share of $0.07 compared to diluted loss per share of $0.01 in the second quarter last year; -- Net position of bank loan, less cash, was $11.4 million at September 30, 2013, compared to $6.1 million at March 31, 2013 and $19.3 million at September 30, 2012; -- Shipped the TRITTON(R) Pro+ True 5.1 Surround Sound Headset for Windows(R) PC and Mac; -- Shipped the S.T.R.I.K.E.3(TM) Professional Gaming Keyboard for Windows(R) PC; -- Announced the Force Feedback Racing Wheel for Xbox One(TM); -- Entered into an agreement with Electronics Arts to create a range of Titanfall(TM)-branded gaming products around the Company's TRITTON gaming headsets, R.A.T.(TM) mice, S.T.R.I.K.E.(TM) keyboards, F.R.E.Q.(TM) gaming headsets and G.L.I.D.E.(TM) gaming surfaces; and -- Began taking pre-orders for the Mad Catz M.O.J.O. Android(TM) Micro Console, which is expected to begin shipping in limited quantities on December 10, 2013. Commenting on the results, Darren Richardson, President and Chief Executive Officer of Mad Catz, said, "Our fiscal 2014 second quarter results were significantly impacted by the ongoing console transition around the upcoming launch of the Xbox One and PlayStation 4 gaming consoles. Sales were generally down across the board during the quarter, with Saitek-branded PC and Mac products being the one of our three brands showing a gain over the prior year. Our Tritton headset business was impacted by a significant shift towards lower price point products, while sales of our legacy controller products and non-recurring games, specifically Damage Inc., also contributed to the decline in net sales." "The video game industry and Mad Catz are in front of a major milestone as the 2013 holiday season approaches and I am confident that our newest products position us to benefit from this inflection point as the console transition and rapidly growing appeal of mobile gaming gain traction. We are excited by the opportunities the Xbox One and PlayStation 4 consoles will bring and believe our products will make a positive contribution to sales as the new consoles roll out creating a spur in sales of products for both legacy and new consoles. In addition, we believe our GameSmart initiative, including our M.O.J.O. micro console for Android, will position us for the emergence of a new industry segment for mobile products." Mr. Richardson concluded, "The recent announcements from Apple and Google introducing support for gaming peripherals establishes the infrastructure to support a core gaming experience on mobile. As game developers begin to take advantage of the full potential of the new operating systems, our GameSmart initiative will be well positioned to fully leverage this emerging opportunity with its one-of-a kind ecosystem of gaming accessories." Karen McGinnis, Chief Financial Officer of Mad Catz, added, "Fiscal 2014 second quarter net sales were affected by general weakness around the globe. On a category basis, sales of our mice and keyboards were essentially flat with the prior year quarter driven by better-than-expected gaming keyboard sales which offset weaker sales of gaming mice. Sales of our Saitek-branded products were up slightly over the prior year while our Tritton and Mad Catz-branded audio products were significantly affected by the console transition and a consumer shift towards lower price point headsets. Due to our second quarter financial results, we were in violation of the fixed charge covenant ratio in our Credit Facility as of September 30, 2013. However, we were successful in obtaining a waiver and entered into an amendment of the Credit Facility. The amendment removed the quarterly fixed charge coverage ratio requirement through March 31, 2014, established new monthly financial covenants through May 31, 2014, increased the interest rate, and lowered the inventory sublimit and overall availability on the line of credit." About Mad Catz Interactive Based in San Diego, California, Mad Catz Interactive, Inc. (AMEX/TSX: MCZ) -- http://www.madcatz.com,as well as http://www.gameshark.com,http://www.airdrives.com, http://www.saitek.comand http://www.joytech.net-- provides peripherals for the interactive entertainment industry. Mad Catz designs and markets accessories for video game systems and publishes video game software, including the industry-leading GameShark video game enhancements, under its Mad Catz, GameShark and Joytech brands. Mad Catz also designs and markets mice, keyboards, headsets, PC gaming controllers and other PC peripherals through its Saitek brand, and develops, manufactures and markets proprietary portable earphones under its AirDrives brand. Mad Catz distributes its products through most of the leading retailers offering interactive entertainment products and has offices across Canada, Europe and Asia. MARTIN KELLY: Pro Athletes Score in Bankruptcy Court ---------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that two professional athletes scored in bankruptcy court last week when a judge allowed them to continue chasing after their former financial adviser, a man they've accused of cheating them. According to the report, Judge Christopher B. Latham of the U.S. Bankruptcy Court in San Diego lifted the shield of bankruptcy that was protecting financial adviser Bill Clay Crafton Jr. from the arbitration proceedings that two of his former clients -- retired NFL player Aaron Shea and current Philadelphia Phillies pitcher Cole Hamels -- launched last year. The athletes say they trusted Mr. Crafton to invest their funds wisely but claim he was instead reckless with their money, violating state and federal securities laws in the process and committing fraud, the report related. Mr. Crafton has sought to defend himself against the allegations, which other pro athletes have also brought. Mr. Crafton has blamed his bankruptcy filing on the "onslaught" of litigation he's faced in recent months. In the case of Mr. Shea and Mr. Hamels, Judge Latham found it would be more efficient to let the arbitrations go forward rather than let Mr. Crafton's September bankruptcy filing halt proceedings that were well under way, court papers show, the report further related. The judge also authorized Mr. Crafton and his company to tap their insurance policies to fund their defense. Bill Clay Crafton, Jr. (Case No. 13-09004) and Martin Kelly Capital Management, LLC (Case No. 13-09005) filed their voluntary "bare bones" Chapter 7 petitions on Sept. 5, 2013. Each Debtor showed assets of less than $250,000, with potential liabilities exceeding $20 million. MAXIM CRANE: Moody's Rates New $325MM Loan Caa2 & Affirms Caa1 CFR ------------------------------------------------------------------ Moody's Investors Service affirmed Maxim Crane Works, L.P.'s Corporate Family Rating ("CFR") of Caa1 and its Probability of Default Rating ("PDR") of Caa1-PD. Moody's also rated the company's new $325 million senior secured second lien term loan at Caa2. The new term loan is refinancing the company's senior secured second lien notes and associated premium in addition to financing a $50 million dividend. The rating outlook is stable. Ratings Rationale: The Caa1 CFR reflects the company's high leverage, weak anticipated free cash flow generation, and plans for the new $50 million dividend that will further leverage its balance sheet. Maxim is anticipated to have adequate liquidity including remaining borrowing capacity under its $375 million ABL revolver due 2017. The extension of the maturity on the company's junior portion of its debt capital as part of this transaction to 2019 from 2015 is considered a credit positive. The company benefits from relatively good customer diversification across the U.S., and rents a various crane types used in a variety of projects. Moody's notes that while more than half of its revenues are to the energy sector, the energy sector serves the broader economy. Over the course of the past year, the company has generally seen improvement in its rental rates though utilization trends have been more mixed by equipment type. Moody's believes the company is well positioned to benefit from increased utilization and pricing flexibility when operating and economic conditions improve. Maxim has rationalized its fleet over the years and maintains equipment with a good amount of useful rental life remaining for the various units in its fleet including rough terrain equipment (which comprises the largest portion of its fleet), crawlers, hydraulic trucks, and tower cranes. Affirmations: Issuer: Maxim Crane Works, L.P. Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD Outlook, Remains Stable Assignments: Issuer: Maxim Crane Works, L.P. Senior Secured Second Lien Term Loan, Assigned Caa2, LGD5 (79%) Note: The rating on the $250 million 12.25% Senior Secured Second Lien Notes due 2015 will be withdrawn upon closing of the transaction. Maxim Crane Work's stable rating outlook reflects Moody's view that the company's financial policies are aggressive and that improvement in its operating metrics could be offset by a continuation of its policies. Further, the outlook takes into consideration the additional stress placed on the company's balance sheet as a result of additional leverage from the current dividend recapitalization. Moreover, the weakened balance sheet reduces the company's financial flexibility in a downturn. Weakening debt to EBITDA from currently high levels and weakening cash flow to debt metrics are among factors that could result in ratings pressure. Growth capital expenditures could also adversely impact the ratings if they result in higher leverage and weaker equipment utilization rates. Factors that could contribute to a positive outlook or ratings upgrade include improving cash flow to debt and leverage metrics and EBITDA to interest increasing above 2.0 times, each on a sustained basis. The ratings are currently constrained by high leverage, aggressive financial policies, and weak cash flow generation but continued improvement in operating performance and stronger credit metrics would provide positive ratings traction. The new senior secured second lien term loan is rated Caa2, one notch below the CFR, reflecting contractual subordination to the $375 million ABL revolver. The ABL revolver is secured by a first lien, with certain limited exceptions, on substantially all of the company's assets. Maxim Crane Works Holdings, Inc., headquartered in Bridgeville, Pennsylvania, is a holding company conducting its operations through its subsidiary, Maxim Crane Works, L.P. The company rents cranes and other heavy equipment primarily for industrial repair and maintenance activities and construction projects. As of September 30, 2013, the company had a fleet of over 1,200 cranes. Customers are provided with the choice of renting cranes along with operators supplied by the company or just the cranes themselves. Customers are primarily within the United States with end markets including the petrochemical, paper, steel, utility, power generation, telecommunications, and mining industries among others. The company is principally owned by affiliates of Platinum Equity Capital Partners II, L.P via a wholly-owned subsidiary, Steelers Holding Corporation. LTM revenues through September 30, 2013 were over $350 million. MEDIA GENERAL: Files Form 10-Q, Incurs $14.6MM Net Loss in Q3 ------------------------------------------------------------- Media General, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $14.61 million on $78.48 million of station revenue for the three months ended Sept. 30, 2013, as compared with a net loss of $30.33 million on $93.75 million of station revenue for the three months ended Sept. 23, 2012. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $48.45 million on $234.44 million of station revenue as compared with a net loss of $211.05 million on $251.06 million of station revenue for the nine months ended Sept. 23, 2012. The Company's balance sheet at Sept. 30, 2013, showed $749.87 million in total assets, $967.06 million in total liabilities and a $217.18 million in total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/mXiR35 About Media General Richmond, Virginia-based Media General Inc. (NYSE: MEG) -- http://www.mediageneral.com/-- is an independent communications company with interests in newspapers, television stations and interactive media in the United States. * * * As reported by the Troubled Company Report on July 10, 2013, Moody's Investors Service upgraded Media General, Inc.'s Corporate Family Rating to B1 from Caa1 reflecting the marked improvement in credit metrics pro forma for the pending stock merger with New Young Broadcasting Holding Co., Inc. In the July 12, 2013, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based local TV broadcaster Media General Inc. to 'B+' from 'B'. "The rating action reflects the improvement in discretionary cash flow from the refinancing and our expectation that trailing- eight-quarter leverage will remain at 6x or below over the intermediate term," said Standard & Poor's credit analyst Daniel Haines. METRO AFFILIATES: Obtained Interim Approval of $10-Mil. DIP Loan ---------------------------------------------------------------- Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York gave Metro Affiliates, Inc., et al., interim authority to obtain postpetition secured financing from Wells Fargo Bank, National Association, in its capacity as agent for a consortium of lenders. During the interim financing period, the amount of revolving loans authorized to be drawn and outstanding at any given time will be limited to $10 million; provided that the Debtors will make good- faith, reasonable efforts, to limit the amount of revolving loans drawn and outstanding at any given time to $8 million. The Debtors are seeking authority to obtain $53.5 million in postpetition financing, which includes a revolver with $37 million in availability, subject to a borrowing base, from Wells Fargo. The DIP Loan will accrue interest at the prime rate + 0.5% for Revolving Loans; Prime + 2.5% for Vehicle Term Loans; and 12% for Supplemental Loans and the Non-Default Rate + 2% on and during the occurrence of an event of default. A hearing to consider final approval of the DIP motion is scheduled for Dec. 2, 2013, at 11:00 a.m. About Metro Affiliates 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). The case is assigned to Judge Sean Lane. 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. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, first sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. METRO AFFILIATES: Has Interim Authority to Use Cash Collateral -------------------------------------------------------------- Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York gave Metro Affiliates, Inc., et al., interim authority to use cash collateral securing their prepetition indebtedness. A hearing to consider final approval of the Cash Collateral motion is scheduled for Dec. 2, 2013, at 11:00 a.m. About Metro Affiliates 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). The case is assigned to Judge Sean Lane. 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. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, first sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. METRO AFFILIATES: Rothschild is Fin'l Advisor & Investment Banker ----------------------------------------------------------------- Metro Affiliates, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Rothschild Inc. as financial advisor and investment banker. The firm will be paid a monthly fee of $125,000; and a completion fee of $2,250,000 upon the earlier effectiveness of a confirmed Plan and the closing of a Transaction, except that the fee will be reduced to $1,125,000 if all of the following occur: (1) closing of a Transaction, (2) dismissal of the bankruptcy proceedings on or before Jan. 21, 2014, and (3) agreement by Nov. 22, 2013 on a new consensual collective bargaining agreement with Local 1181- 1061, Amalgamated Transit Union, AFL-CIO that is ratified within thirty days of the agreement. The engagement agreement between the Debtors and Rothschild provides that only one Completion Fee may be paid and 50% of Monthly Fees over $375,000 may be credited against any Completion Fee. The Debtors will also reimburse Rothschild for its reasonable expenses incurred in connection with the performance of its engagement. Neil A. Augustine, Executive Vice Chairman of North American GFA and Co-Chair of the North American Debt Advisory and Restructuring Group at Rothschild Inc., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. During the 90 days immediately preceding the Petition Date, Rothschild received fee payments totaling $283,333 and expense reimbursement payments totaling $35,000. Mr. Augustine says as of the Petition Date, the Debtors did not owe Rothschild for any fees or expenses incurred prior to the Petition Date. About Metro Affiliates 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). The case is assigned to Judge Sean Lane. 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. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, first sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. METRO AFFILIATES: Employs Silverman Shin as Special Counsel ----------------------------------------------------------- Metro Affiliates, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Silverman Shin & Byrne PLLC as special counsel to represent the interests of the Debtors with respect to general corporate and corporate governance matters and certain litigation related to the Debtors' businesses. The firm will be paid the following hourly rates: $550 to $350 for partners; $475 to $400 to for counsel; $330 to $200 for associates; and $180 to $90 for paraprofessionals. The current hourly rates for the Silverman Shin attorneys with primary responsibility for this matter are: Peter Silverman, Esq. -- psilverman@silverfirm.com $550 John Shin, Esq. -- jshin@silverfirm.com $525 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Shin, member of the firm of Silverman Shin & Byrne PLLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. As of the Petition Date, no Prepetition Fees are due and owing on account of the Prepetition Services. Silverman Shin received an advance retainer payment of $55,000, bringing the firm's total retainer to approximately $100,000. About Metro Affiliates 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). The case is assigned to Judge Sean Lane. 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. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, first sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. MICRON TECHNOLOGY: Notes Conversion No Effect on Moody's Ba3 CFR ---------------------------------------------------------------- Moody's Investors Service said Micron Technology, Inc.'s debt ratings, including the Ba3 Corporate Family Rating (CFR), are not affected by Micron's plan to exchange, redeem, and terminate the conversion option of a substantial portion of their convertible notes, though the transactions are a negative credit development because the transactions will increase financial leverage. Micron Technology, Inc., based in Boise, Idaho, manufactures and markets semiconductor devices, principally DRAM, NAND Flash and NOR Flash memory, as well as other innovative memory technologies, packaging solutions and semiconductor systems. In addition, they manufacture semiconductor components for CMOS image sensors and other semiconductor products. MITEL NETWORKS: Moody's Places B3 CFR on Review for Upgrade ----------------------------------------------------------- Moody's Investors Service placed Mitel Networks Corporation's B3 corporate family rating, B3-PD probability of default rating, B1 rating of Mitel and Mitel US Holdings Inc. ("US Holdings") revolving credit facility and the B1 and Caa1 ratings of US Holdings' first and second lien term loans on review for upgrade. Mitel's SGL-2 speculative grade liquidity rating was affirmed. The rating action follows the company's announced merger with Aastra Technologies Limited (unrated), a global enterprise communications provider in a transaction that is valued at C$392 million to Aastra shareholders. On Review for Upgrade: Issuer: Mitel Networks Corporation Corporate Family Rating, currently B3 Probability of Default Rating, currently B3-PD Issuers: Mitel Networks Corporation and Mitel US Holdings Inc. $40 million first lien revolving credit facility due February 2018, currently B1 (LGD2, 26%) Issuer: Mitel US Holdings Inc. $200 million first lien term loan due February 2019, currently B1 (LGD2, 26%) $80 million second lien term loan due February 2020, currently Caa1 (LGD4, 68%) Rating Affirmed: Issuer: Mitel Networks Corporation Speculative Grade Liquidity Rating, SGL-2 Outlook Actions: Issuers: Mitel Networks Corporation and Mitel US Holdings Inc. Changed To Rating Under Review From Stable Ratings Rationale: The review will focus on financing plans for the acquisition and will consider integration risks, potential synergies that could be realized, and the company's appetite for future acquisitions. Moody's does not expect incremental funded debt from the merger to exceed $80 million and considers the transaction to be deleveraging which will improve Mitel adjusted Debt/EBITDA from 4.2x to about 3.5x. Moody's anticipates that the merger could potentially provide Mitel with a leading market share in Western Europe and enhance its market share in North America. The merged company will also provide complementary products with minimal overlap, and could boost revenue from the cloud business due to a large global installed base of customers that could migrate to cloud services. Mitel Networks Corporation provides integrated business communications software and related services to small-to-medium- sized businesses/enterprises (user size ranging from 50 to 1000). Revenue for the twelve months ended July 31, 2013 was $580 million. The company is headquartered in Ottawa, Ontario, Canada. MONTREAL MAINE: Marathon, Slawson Added in Class Suit ----------------------------------------------------- The Honourable Mr. Justice Martin Bureau, the judge designated to oversee the Lac Megantic train explosion class action, granted a motion to add two oil producers, Marathon Oil Corporation and Slawson Exploration Company, Inc. as Respondents in the Class Proceeding. It is alleged that these were two of the companies that produced the highly explosive shale liquids that were carried on the train and that they failed to provide adequate warnings about the composition of the shale liquids and the true dangers associated with shipping it by rail. The amendment includes several corporate entities which formed various joint ventures with an existing Respondent in the case, World Fuel Services Corp. It is alleged that these entities were collectively involved in purchasing the shale liquids from MRO and Slawson and thereafter in transporting the liquids from the oil wellheads to the transloading station in New Town, North Dakota, where they were loaded onto rail tanker cars destined for Irving Oil's refinery in New Brunswick. Lac-Megantic lawyer Daniel E. Larochelle explained that these parties were added "on the basis that they knew or should have been aware through testing that the shale liquids carried a much greater risk of explosion and flammability than typical crude oil. They should have communicated this increased risk to the purchasers and shippers of the shale liquids." He stated that investigations continue in order to ensure that all responsible parties will be held accountable. The amendment has also added two new proposed representative petitioners, Serge Jacques and Louis-Serge Parent, both of whose homes and businesses were destroyed as a result of the derailment and ensuing explosions. Further, a Motion for a Representation Order has been filed in the MMA Canada CCAA proceedings on behalf of all Class Members, in order to provide formal standing for all victims in the insolvency proceedings equal to that of other stakeholders. A team of experienced class action lawyers has been assembled to assist the Lac-Megantic community to prosecute this action, and consists of Daniel Larochelle in Lac-Megantic, Consumer Law Group in Montreal, Rochon Genova LLP of Toronto and Lieff Cabraser Heimann and Bernstein LLP of New York and San Francisco. Headquartered in Houston, Texas, Marathon Oil Corporation -- http://www.marathonoil.com-- is an international energy company engaged in exploration and production, oil sands mining and integrated gas with operations in the United States, Angola, Canada, Equatorial Guinea.(E.G.), Ethiopia, Gabon, Kenya, the Kurdistan Region of Iraq, Libya, Norway, Poland and the United Kingdom. The Company operates in three business segments: Exploration and Production Segment, explores for, produces and markets liquid hydrocarbons and natural gas on a worldwide basis; Oil sands mining segment, mines, extracts and transports bitumen from oil sands deposits in Alberta, Canada, and upgrades the bitumen to produce and market synthetic crude oil and vacuum gas oil, and integrated gas, produces and markets products manufactured from natural gas, such as LNG and methanol, in E.G. During the year ended December 31, 2012, the Company Company acquired approximately 25,000 net acres in the core of the Eagle Ford shale. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel. Development Specialists, Inc., serves as his financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, is seeking financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. The Hermon, Maine-based carrier is still working to create a formal claims process for the families of the victims and other claims holders. The carrier will present a formal process to the court for approval by Nov. 30, according to the filings, Bloomberg News reported. MOORE FREIGHT: Creditors Balk at Confirmation of Amended Plan ------------------------------------------------------------- Lynda F. Jones, Esq., at The Jones Law Group, PLLC, on behalf of Wallwork Financial Corp., filed an objection to the confirmation of Moore Freight Service, Inc., et al.'s Amended Plan of Reorganization dated Sept. 16, 2013. Susquehanna Commercial Finance, Inc., also objected to the treatment of its claim under the Amended Plan. The creditor filed a proof of claim for $289,113. As Troubled Company Reporter on Oct. 3, 2013, Branch Banking and Trust Company objected to the treatment of its Class 6.3 Claim in the Debtors' Amended Plan. 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. The bank cited In re: Monroe Well Serv., Inc., 80 B.R.324, 334-35 (Bankr. E. D. Pa. 1987). BB&T added that the failure to provide for payment of BB&T's unsecured claim while providing for payment of other unsecured creditors' claims violates 11 U.S.C. Section 1123(a)(4). 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. On Sept. 17, 2013, the Court approved Moore Freight Service, Inc., et al.'s Amended Disclosure Statement describing the Debtors' Amended Plan of Reorganization dated Sept. 16, 2013. 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. MOORE FREIGHT: Plan Confirmation Hearing Continued Until Nov. 19 ---------------------------------------------------------------- The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the Middle District of Tennessee approved an expedited agreed order regarding the motion to stay proceedings on confirmation of Moore Freight Service, Inc., et al.'s Amended Plan of Reorganization dated Sept. 16, 2013. The Debtors and the U.S. Trustee requested that the Court stay proceedings on confirmation of the Plan. Pursuant to the agreement, among other things: 1. the time for the U.S. Trustee to object to confirmation of the Amended Joint Plan of Reorganization was extended to and including Nov. 8; 2. the hearing on confirmation of the Amended Plan is continued to and reset for Nov. 19, at 10 a.m. in Courtroom Two, Customs House, 701 Broadway, Nashville, Tennessee, without prejudice for either Debtors or the United States to seek further continuance. 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. On Sept. 17, 2013, the Court approved Moore Freight Service, Inc., et al.'s Amended Disclosure Statement describing the Debtors' Amended Plan of Reorganization dated Sept. 16, 2013. 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. MORGANS HOTEL: Incurs $10.3 Million Net Loss in Third Quarter ------------------------------------------------------------- Morgans Hotel Group Co. reported a net loss of $10.32 million on $58.26 million of total revenues for the three months ended Sept. 30, 2013, as compared with a net loss of $15.95 million on $44.03 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 $38.05 million on $171.62 million of total revenues as compared with a net loss of $43.96 million on $135.12 million of total revenues for the same period last year. As of Sept. 30, 2013, the Company had $572.83 million in total assets, $745.70 million in total liabilities, $6.31 million in redeemable noncontrolling interest, and a $179.18 million total stockholders' deficit. At Sept. 30, 2013, MHG had approximately $7.6 million in cash and cash equivalents and $55 million available under its revolving credit facility. As of Sept. 30, 2013, total restricted cash held pursuant to certain debt and lease requirements was $20.6 million. A copy of the press release is available for free at: http://is.gd/d0ZJuw About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company incurred a net loss attributable to common stockholders of $66.81 million in 2012, a net loss attributable to common stockholders of $95.34 million in 2011, and a net loss attributable to common stockholders of $89.96 million in 2010. MSI CORP: Negotiates Cash Collateral Access Thru Nov. 15 -------------------------------------------------------- MSI Corporation entered into a stipulation with First Commonwealth Bank and The "M" Line Railroad Company for an extension of its access to cash collateral through Nov. 15, 2013 pursuant to a prepared budget. The Budget includes a line item for Payroll, which includes payments to be made to Albert's Capital Services, LLC. The Debtor is to make a monthly interest payment and monthly principal payment on its secured debt by Nov. 12, 2013. First Commonwealth Bank is represented by: McGRATH McCALL, P.C. Roger P. Poorman, Esq. Justin L. McCall, Esq. Three Gateway Center, Suite 1375 401 Liberty Avenue Pittsburgh, Pennsylvania, 15222 Tel No: (412) 281-4333 Fax No: (412) 281-2141 E-mail: jmccall@lenderlaw.com rpoorman@lenderlaw.com About MSI Corp. MSI Corporation filed a bare-bones Chapter 11 petition (Bankr. W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013. Judge Jeffery A. Deller presides over the case. The Vandergrift, Pennsylvania-based company estimated at least $10 million in assets and less than $10 million in liabilities. Albert's Capital Services, LLC, is the Debtor's chief restructuring officer. Michael J. Roeschenthaler, Esq., and Scott E. Schuster, Esq., at McGuireWoods LLP, in Pittsburgh, serve as the Debtor's counsel. Geary & Loperfito, LLC serves as special counsel. No unsecured creditors was formed because no one responded to the U.S. Trustee's communication for service on the committee. MT. LAUREL LODGING: Secured Creditor Objects to Cash Use -------------------------------------------------------- The National Republic Bank of Chicago, a secured creditor of Mt. Laurel Lodging Associates, LLP, objects to the Debtor's proposed use of the cash collateral securing its prepetition indebtedness. In papers filed with the U.S. Bankruptcy Court for the Southern District of Indiana, NRB states, "The Debtor is engaging in a risky game of chicken and expects the Bank to blink first. The Debtor is one of seven related debtors who filed Chapter 11 petitions to stop foreclosures and non-judicial sales of seven hotels located in five states, all securing loans to a single bank with outstanding balances of about $121 million. Since the loans were all coming due in October 2013, the debtors needed to find a way to force the Bank to either extend the maturity date of the loans or provide the debtors with a large discount. Upon information and belief, hoping that such a large portfolio of defaulted loans would cause severe financial problems for the Bank, the debtors caused the loans to go into default in July 2013, several months before they came due. However, the Bank did not succumb to this strategy and chose to enforce its contractual and legal rights. NRB further complains that the Debtor has failed to offer the Bank any adequate protection in the form of a replacement lien on unencumbered assets or to prove that the Bank is protected by an equity cushion in the hotel. Because of this, the Debtor may not use the hotel revenues to fund its case unless the Debtor makes adequate protection payments to the Bank and provides detailed financial reporting on a weekly basis, NRB asserts. About Mt. Laurel Lodging Mt. Laurel Lodging Associates, LLP, and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.). The case is assigned to Judge Robyn L. Moberly. The petition lists the assets and debt as both exceeding $10 million on the Mount Laurel property. The Debtors are represented by Brian A Audette, Esq., and David M Neff, Esq., at PERKINS COIE LLP, in Chicago, Illinois; and Andrew T. Kight, Esq., and Michael P. O'Neil, Esq., at TAFT STETTINIUS & HOLLISTER LLP, in Indianapolis, Indiana. The National Republic Bank of Chicago, a secured creditor, is represented by James E. Carlberg, Esq. -- jcarlberg@boselaw.com -- and James P. Moloy, Esq. -- jmoloy@boselaw.com -- at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and Timothy P. Duggan, Esq. -- tduggan@stark-stark.com -- at Stark & Stark, P.C., in Lawrenceville, New Jersey. MT. LAUREL LODGING: Employs Perkins Coie as Bankruptcy Counsel -------------------------------------------------------------- Mt. Laurel Lodging Associates, LLP, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, to employ Perkins Coie LLP as its bankruptcy counsel. Perkins Coie will be paid the following hourly rates: $270 to $1,040 per hour for its partners, $185 to $720 for its associates, and from $110 to $485 for paralegals. The following attorneys and paralegal are presently expected to have responsibility for providing services to the Debtor: David M. Neff, Esq. -- dneff@perkinscoie.com $695 Brian A. Audette, Esq. -- baudette@perkinscoie.com $550 David J. Gold, Esq. -- dgold@perkinscoie.com $420 Nancy Y. Saldinger, Paralegal $205 The firm will be reimbursed for any necessary out-of-pocket expenses. Mr. Neff, a partner at the law firm of Perkins Coie LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prior to the Petition Date, the Debtor paid Perkins Coie an advance payment retainer in the amount of $106,250 plus the filing fee of $1,213. Prior to the Petition Date, the Debtor paid Perkins $43,571 for restructuring advice and work in connection with the Chapter 11 case. About Mt. Laurel Lodging Mt. Laurel Lodging Associates, LLP, and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.). The case is assigned to Judge Robyn L. Moberly. The petition lists the assets and debt as both exceeding $10 million on the Mount Laurel property. The Debtors are represented by Brian A Audette, Esq., and David M Neff, Esq., at PERKINS COIE LLP, in Chicago, Illinois; and Andrew T. Kight, Esq., and Michael P. O'Neil, Esq., at TAFT STETTINIUS & HOLLISTER LLP, in Indianapolis, Indiana. The National Republic Bank of Chicago, a secured creditor, is represented by James E. Carlberg, Esq. -- jcarlberg@boselaw.com -- and James P. Moloy, Esq. -- jmoloy@boselaw.com -- at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and Timothy P. Duggan, Esq. -- tduggan@stark-stark.com -- at Stark & Stark, P.C., in Lawrenceville, New Jersey. MT. LAUREL LODGING: Hires Taft Stettinius as Co-Counsel ------------------------------------------------------- Mt. Laurel Lodging Associates, LLP, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, to employ Taft Stettinius & Hollister LLP as bankruptcy co-counsel. Taft professionals who are expected to take primary roles in providing services to the Debtor will be paid the following hourly rates: Michael P. O'Neil, Esq. -- moneil@taftlaw.com $495 Jeffrey J. Graham, Esq. -- jgraham@taftlaw.com $395 John R. Humphrey, Esq. -- jhumphrey@taftlaw.com $395 Andrew T. Kight, Esq. -- akight@taftlaw.com $390 Erin C. Nave, Esq. -- enave@taftlaw.com $250 Celeste A. Brodnik, Paralegal $245 Shawn D. Lantz, ECF Filing Clerk $190 The firm will be reimbursed for any necessary out-of-pocket expenses. Mr. O'Neil, a partner at Taft Stettinius & Hollister LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prior to the Petition Date, the Debtor paid Taft an advance payment retainer in the amount of $25,000. Prior to Petition Date, $705 in prepetition services provided by Taft to the Debtor were billed and applied, and the remaining balance of $24,295 remains in Taft's trust account. About Mt. Laurel Lodging Mt. Laurel Lodging Associates, LLP, and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.). The case is assigned to Judge Robyn L. Moberly. The petition lists the assets and debt as both exceeding $10 million on the Mount Laurel property. The Debtors are represented by Brian A Audette, Esq., and David M Neff, Esq., at PERKINS COIE LLP, in Chicago, Illinois; and Andrew T. Kight, Esq., and Michael P. O'Neil, Esq., at TAFT STETTINIUS & HOLLISTER LLP, in Indianapolis, Indiana. The National Republic Bank of Chicago, a secured creditor, is represented by James E. Carlberg, Esq. -- jcarlberg@boselaw.com -- and James P. Moloy, Esq. -- jmoloy@boselaw.com -- at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and Timothy P. Duggan, Esq. -- tduggan@stark-stark.com -- at Stark & Stark, P.C., in Lawrenceville, New Jersey. MT. LAUREL LODGING: Sues NRB for Conversion of Property ------------------------------------------------------- Mt. Laurel Lodging Associates, LLP, filed an adversary proceeding against The National Republic Bank of Chicago for conversion of property, alleging that the bank, which is a prepetition lender of the Debtor, knowingly and intentionally exerted control over $143,146 of the Debtor's unallocated and undisbursed loan proceeds and used and applied those loan proceeds to pay loans extended by the bank to non-debtor third parties. According to David M. Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois, the Debtor did not obtain any benefit from NRB's use of the Undisbursed Loan Proceeds to pay the third party loans. In fact, Mr. Neff says, the Debtor was damaged by NRB's use of the Undisbursed Loan Proceeds because the outstanding balance of the Debtor's Loan was increased by the amount of the Undisbursed Loan Proceeds, thereby also increasing interest owed to NRB. Mr. Neff relates that prior to the Petition Date, the Debtor made written demands to NRB for the return of the Undisbursed Loan Proceeds to Debtor but the Debtor never received a response to those demands. About Mt. Laurel Lodging Mt. Laurel Lodging Associates, LLP, and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.). The case is assigned to Judge Robyn L. Moberly. The petition lists the assets and debt as both exceeding $10 million on the Mount Laurel property. The Debtors are represented by Brian A Audette, Esq., and David M Neff, Esq., at PERKINS COIE LLP, in Chicago, Illinois; and Andrew T. Kight, Esq., and Michael P. O'Neil, Esq., at TAFT STETTINIUS & HOLLISTER LLP, in Indianapolis, Indiana. The National Republic Bank of Chicago, a secured creditor, is represented by James E. Carlberg, Esq. -- jcarlberg@boselaw.com -- and James P. Moloy, Esq. -- jmoloy@boselaw.com -- at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and Timothy P. Duggan, Esq. -- tduggan@stark-stark.com -- at Stark & Stark, P.C., in Lawrenceville, New Jersey. NEWLEAD HOLDINGS: Issues Add'l 20 Million Shares to Hanover ----------------------------------------------------------- NewLead Holdings Ltd. issued and delivered to Hanover 20,000,000 (1,333,334 shares on a post-split basis) additional settlement shares pursuant to the terms of the Settlement Agreement approved by the Supreme Court of the State of New York, County of New York, on July 9, 2013, in the matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No. 155723/2013. Hanover commenced the Action against the Company on June 21, 2013, to recover an aggregate of $7,205,547 of past-due accounts payable of the Company, plus fees and costs. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on July 9, 2013. Pursuant to the terms of the Settlement Agreement approved by the Order, on July 10, 2013, the Company issued and delivered to Hanover 61,000,000 shares (4,066,667 shares on a post-split basis) of the Company's common stock, $0.01 par value. As of Nov. 5, 2013, there were approximately 47.6 million shares of Common Stock outstanding. A copy of the Form 6-K is available for free at: http://is.gd/yFBlaB About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. N ewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead Holdings Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss of $403.92 million on $8.92 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of $290.39 million on $12.22 million of operating revenues for the year ended Dec. 31, 2011. The Company incurred a net loss of $86.34 million on $17.43 million of operating revenues in 2010. As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total assets, $177.42 million in total liabilities and a $115.62 million total shareholders' deficit. Going Concern Doubt PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities, all of which raise substantial doubt about its ability to continue as a going concern. NEWLEAD HOLDINGS: Hires EisnerAmper as New Accountants ------------------------------------------------------ The engagement between NewLead Holdings Ltd. and PricewaterhouseCoopers Auditing Company S.A., the Company's independent registered public accounting firm, expired upon issuance of an audit opinion for the fiscal year ended Dec. 31, 2012. The Company dismissed PWC at the end of the engagement and decided to engage a new accounting firm as the Company's certifying accountant. PwC audited the Company's financial statements for the period ended Dec. 31, 2005, to the period ended Dec. 31, 2012. PwC's reports on the Company's consolidated financial statements for the fiscal years ended Dec. 31, 2011, and 2012 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports of PwC on the Company's financial statements for fiscal years 2011 and 2012 contained an explanatory paragraph, which noted that there was substantial doubt about the Company's ability to continue as a going concern. The dismissal was not a result of any disagreement with the accounting firm. On Sept. 4, 2013, the Company engaged EisnerAmper LLP as its new independent registered public accounting firm. The decision to engage EisnerAmper was approved by the Company's board of directors. A copy of the Form 6-K is available for free at: http://is.gd/4VHI9t About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. N ewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead Holdings Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss of $403.92 million on $8.92 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of $290.39 million on $12.22 million of operating revenues for the year ended Dec. 31, 2011. The Company incurred a net loss of $86.34 million on $17.43 million of operating revenues in 2010. As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total assets, $177.42 million in total liabilities and a $115.62 million total shareholders' deficit. Going Concern Doubt PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities, all of which raise substantial doubt about its ability to continue as a going concern. NEW CENTURY TRS: Mirror Image of 'Stern' Gives Judge Final Power ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that presented with a case the obverse of Stern v. Marshall, the U.S. Court of Appeals in Philadelphia concluded that a bankruptcy judge has the right to enter final judgment on a fraud claim brought by a creditor regarding the bankrupt's conduct during bankruptcy. According to the report, a homeowner filed a claim and a lawsuit in the Chapter 11 reorganization of a mortgage lender alleging fraud. The suit ended in a settlement giving the homeowner $60,000. Later, the homeowner sought to reopen the dismissed lawsuit, alleging she was fraudulently induced into the settlement. The bankruptcy judge dismissed the fraudulent-inducement claim and the district court affirmed. On appeal in Philadelphia, the homeowner pointed to U.S. Supreme Court's opinion in Stern v. Marshall and argued that the bankruptcy judge had no power to make a final judgment on the fraudulent inducement claim. In an unsigned opinion, the appeals court rejected that argument, noting that Stern involved a bankrupt who made an unrelated fraud claim against a creditor. Because the homeowner made the original claim, the later fraudulent-inducement claim was "irreversibly intertwined" with the original settlement, thus giving the bankruptcy court full power. The opinion won't be officially published, Mr. Rochelle said. The case is Carr v. New Century TRS Holdings Inc. (In re New Century TRS Holdings Inc.), 13-2220, U.S. Court of Appeals for the Third Circuit (Philadelphia). NEW YORK CITY OPERA: Sets and Costumes Hit the Auction Block ------------------------------------------------------------ Stephanie Gleason, writing for The Wall Street Journal, reported that New York City Opera is setting the stage to begin selling its many sets, props and costumes, according to court documents. According to the report, wigs, footwear, headwear, stage curtains, furniture, prop fabric, even 60 musical instruments, are all to be sold at auction by liquidators, pending court approval. City Opera said none of the goods are individually worth more than $15,000. Prior to filing for bankruptcy, City Opera held an auction for 2,000 items, including props, sets and audio/video equipment, raising $500,000, the report related. In the past, similar assets have found some pretty interesting homes. Orlando Opera Co. filed for Chapter 7 bankruptcy in 2009 after it ran out of cash, the report said. A Universal Studios unit stepped in to purchase an $1,800 lot of the props. They were eventually used to decorate Universal's Harry Potter-themed park. About New York City Opera New York City Opera, Inc., sought Chapter 11 bankruptcy protection on Oct. 3 (Bankr. S.D.N.Y. Case No. 13-13240), listing between $1 million and $10 million in both assets and debts. The petition was signed by George Steel, general manager and artistic director. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, serves as the opera's counsel. Ewenstein Young & Roth LLP serves as special counsel. NGL ENERGY: $890MM Assets Deal No Effect on Fitch's 'BB' IDR ------------------------------------------------------------ Fitch Ratings does not expect to change NGL Energy Partners LP's 'BB' Issuer Default Rating or 'BB-' senior unsecured rating following the company's announcement that it will acquire $890 million of crude midstream assets. The Rating Outlook is Stable. NGL plans to acquire Gavilon, LLC whose assets are crude oil storage, terminal and pipeline assets as well as crude oil marketing and supply. Fitch believes the Gavilon assets will complement NGL's existing footprint as they should enable the company to expand its geographic diversity and optimize its combined asset base. The transaction is expected to close by year- end 2013. To fund the transaction, NGL plans to issue $240 million through a private investment in public equity (PIPE) and the remaining $650 million will come from credit facility borrowings. The company has indicated it does not plan to issue additional equity for the acquisition. This follows equity issuances with combined net proceeds of $416 million in July and September 2013. The 'BB' rating is supported by NGL's strategy to operate with low leverage, its strong distribution coverage, and diverse operations which are located throughout the U.S. Since NGL has significant senior secured debt ahead of the senior unsecured debt, it is notched down to 'BB-'. Concerns include NGL's lack of operating history and growth through multiple acquisitions over a short period of time. The pending acquisition has execution risk and there is also risk that the assets to be acquired will not generate expected EBITDA and cash flows. Fitch believes that acquisitions will continue to be significant for NGL as it seeks to expand its operations and increase distributions paid to unitholders. Other concerns include low EBITDA margins that should expand as the company seeks to grow higher margin businesses, and the weather-linked volatility associated with the company's retail propane business. Leverage as defined by Fitch as total debt to adjusted EBITDA was 4.2x as of June 30, 2013, unchanged from the end of FY2013 but a significant improvement from 6.0x at the end of FY2012. With the pending acquisition, Fitch now forecasts leverage to be approximately 4.0x at the end of FY2014, which is viewed as appropriate by Fitch for NGL's 'BB' rating. NGL has increased the size of its secured revolving credit facility to $1.67 billion from $1.05 billion. The bank agreement is comprised of two facilities: an $885.5 million working capital facility which is restricted by a borrowing base and a $785.5 million expansion capital facility. The maturity also been extended to 2018 from 2017. As of June 30, 2013, the borrowing base did not restrict availability on the working capital facility. In addition to the bank agreement having this restriction, financial covenants do not allow leverage (as defined by the bank agreement) to exceed 4.25x. With permitted acquisitions, this temporarily increases to 4.5x. As of June 30, 2013 the bank-defined leverage ratio was approximately 3.0x. Interest coverage must exceed 2.75x and it was approximately 7.0x at June 30, 2013. The bank agreement allows working capital borrowings and letters of credit to be excluded from the leverage calculation and NGL gets pro forma EBITDA credit for acquisitions, which is typical for master limited partnership (MLP) bank agreements. The company maintains a high distribution coverage ratio (DCR) which it targets to be in the range of 1.5-2.0x. Fitch forecasts DCR to be approximately 1.6x at the end of FY14, which remains very strong. NGL's assets are diverse and are comprised of crude logistics (32% of FY2013 EBITDA excluding G&A), water treatment and processing (17%), NGL logistics (21%), and retail propane (30%). Furthermore, its assets are located throughout the U.S. Recent acquisitions including the pending crude oil midstream assets have been in the water treatment and crude logistics segment. These are higher margin segments which should improve NGL's overall EBITDA margins going forward. NIRVANIX INC: U.S. Trustee Appoints 3-Member Committee ------------------------------------------------------ Roberta A. DeAngelis, the U.S. Trustee for Region 3, named a three-member Official Committee of Unsecured Creditors in connection with the Chapter 11 case of Nirvanix Inc. ahead of the scheduled auction of the Debtor's assets. The Committee members are: 1. By Appointment Only, Inc. Attn: Greg Hunt 100 Brickstone Square, Suite 501 Andover, MA 01810 Tel: 978-763-7500 Fax: 978-763-7520 2. Independent Consulting Services Attn: Carlos Soares 120 West Bellevue Ave. San Mateo, CA 94402 Tel: 650-281-8707 3. Rebit, Inc. Attn: Cheryl Szydlo 2420 Trade Centre Ave. Longmont, CO 80503 Tel: 720-204-2238 Fax: 303-776-6188 Jane M. Leamy, Esq., appeared on behalf of T. Patrick Tinker, the Assistant U.S. Trustee. The Bankruptcy Court last month approved bidding procedures to govern the sale of substantially all of the Debtor's assets. The Debtors scheduled a Nov. 15, 2013 auction for the assets at the offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, California. The Court will consider approval of the sale at a hearing on Nov. 19, at 12:00 p.m. Objections, if any, were due Nov. 12, at 4:00 p.m. About Nirvanix, Inc. Cloud storage company Nirvanix, Inc., based in San Diego, California, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtor is represented by Norman L. Pernick, Esq., Marion M. Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA. Cooley LLP serves as the Debtor's special corporate counsel. Arch & Beam Global LLC serves as the Debtor's financial advisor. Epiq Systems Inc. is the Debtor's claims and noticing agent. The Debtor disclosed estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. The petition was signed by Debra Chrapaty, CEO. NIRVANIX INC: To Sell IP, Other Assets at Friday's Auction ---------------------------------------------------------- Nirvanix Inc. will proceed with Friday's auction (Nov. 15) at the offices of Cooley LLP, its bankruptcy counsel, located at 101 California Street, 5th Floor, San Francisco, California. The Court will consider approval of the sale to Novak or the winning bidder at a hearing on Nov. 19, at 12:00 p.m. Objections, if any, were due Nov. 12, at 4:00 p.m. The Court last month approved bidding procedures to govern the asset sale. The Debtor's assets will be sold in two lots. It initially sought to sell the entire business but failed to file a buyer. The Debtor has struck an asset purchase agreement dated Oct. 10 with Acme Acquisition LLC, which will acquire the Debtor's intellectual property assets. TriplePoint Capital LLC and Khosla Ventures IV LP will serve as guarantor. Excluded from the sale to Acme are the accounts receivables, cash, permits, certain contracts, interest in real property, claims and causes of action under Chapter 5 of the Bankruptcy Code, certain personal property, and rights to the name "Nirvanix". Acme has offered to pay $2.8 million in cash, without interest, and assumed certain of the Debtor's liabilities. In the event, the Debtor sells the IP assets to another buyer with a higher offer, the Debtor will pay Acme a $150,000 breakup fee and reimburse Acme's expenses not to exceed the lesser of $150,000 and its reasonable out-of-pocket documented expenses. Acme is represented in the deal by: Keith Flaum, Esq. WEIL GOTSHAL & MANGES LLP 201 Redwood Shores Parkway Redwood Shores, CA 94065 Fax: 650-802-3100 E-mail: keith.flaum@weil.com - and - Gary T. Holtzer, Esq. WEIL GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Fax: 212-310-8007 E-mail: gary.holtzer@weil.com - and - Mark D. Collins, Esq. RICHARDS LAYTON & FINGER 920 North King Street Wilmington, DE 19801 Fax: 212-310-8007 Khosla and TriplePoint may be reached at: Khosla Ventures 2128 Sand Hill Road Menlo Park, CA 94025 Attn: General Counsel Fax: 650-926-9590 E-mail: legal@khoslaventures.com - and - TriplePoint Capital LLC 2755 Sand Hill Road, Suite 150 Menlo Park, CA 94025 Attn: Legal Dept. Fax: 650-854-1850 E-mail: legal@triplepointcapital.com The guarantors' counsel is: Gary Rosenbaum, Esq. McDERMOTT WILL & EMERY LLP 2049 Century Park East, Suite 3800 Los Angeles, CA 90067 Fax: 310-317-7268 E-mail: grosenbaum@mwe.com About Nirvanix, Inc. Cloud storage company Nirvanix, Inc., based in San Diego, California, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtor is represented by Norman L. Pernick, Esq., Marion M. Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA. Cooley LLP serves as the Debtor's special corporate counsel. Arch & Beam Global LLC serves as the Debtor's financial advisor. Epiq Systems Inc. is the Debtor's claims and noticing agent. The Debtor disclosed estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. The petition was signed by Debra Chrapaty, CEO. NIRVANIX INC: Gets Final Okay to Incur DIP Loan From Lenders ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware, in a final order, authorized Nirvanix, Inc., to (i) obtain postpetition secured financing from its prepetition lenders; and (ii) use cash collateral until Nov. 30, 2013. As reported in the Troubled Company Reporter on Oct. 15, 2013, the DIP Facility consists of a postpetition multi-draw term loan facility in an aggregate amount, before giving effect to a "roll up, in an interim amount up to $1.1 million and thereafter in an amount to be agreed upon by the Khosla Ventures IV, LP, Khosla Ventures IV (CF), LP, and TriplePoint Capital, LLC, as DIP Lenders, in their sole discretion. The initial maximum commitment for each of the DIP Lenders will be $900,000 for KV and $200,000 for TriplePoint. The DIP Lenders, according to court documents, have not agreed to any funding beyond the week ending Oct. 26, 2013, or to any funding in excess of $1.1 million. The DIP Loans will accrue at 9% per annum, with the interest payable monthly in arrears on the monthly anniversary of the Petition Date, computed based on a 360 day year. At all times while a default exists, principal, interest and other amount will bear interest at a rate per annum equal to 2% in excess of the 9% per annum interest rate. To secure the DIP Loan Obligations, the DIP Lenders are granted valid and perfected first priority liens and security interests, subject only to permitted liens and the carve out. The DIP Lenders will also be granted superpriority administrative expense claim for all DIP Loan Obligations. Carve-out means (i) fees payable to the U.S. Trustee, (ii) unpaid professional fees and expenses payable to each professional retained by the Debtor and any official committee of unsecured creditors, and (iii) case administration fees and professional fees incurred on or after the date of the occurrence of a termination date in an aggregate amount not to exceed $25,000. Nirvanix scheduled a Nov. 15, 2013 auction for its assets to be held at the Offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, California. The Court will consider the sale of the assets to Novak or the winning bidder at a hearing on Nov. 19, at 12:00 p.m. Objections, if any, are due Nov. 12, at 4:00 p.m. About Nirvanix, Inc. Cloud storage company Nirvanix, Inc., based in San Diego, California, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtor is represented by Norman L. Pernick, Esq., Marion M. Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA. Cooley LLP serves as the Debtor's special corporate counsel. Arch & Beam Global LLC serves as the Debtor's financial advisor. Epiq Systems Inc. is the Debtor's claims and noticing agent. The Debtor disclosed estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. The petition was signed by Debra Chrapaty, CEO. NIRVANIX INC: Wants Incentive Plan for HR Executive --------------------------------------------------- Nirvanix, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to (i) approve the implementation of a management incentive plan; and (ii) authorize payments thereunder. The Debtor intends to sell substantially all of its assets pursuant to a Court-approved auction and sale process. In this relation, the work and effort of Catherine Clark, the Debtor's vice president of Legal and Human Resources, is critical to the sale and the management of the Debtor's chapter 11 case. Ms. Clark is one of two remaining officers of the Debtor and is the officer with the longest tenure and most institutional knowledge regarding the Debtor's business, the latter of which is critical to the Debtor's sale efforts and efficient management of the chapter 11 case. Ms. Clark's involvement is particularly vital to ensuring the Debtor's satisfaction of the rigorous closing conditions contained in the Lot 1 Stalking Horse Agreement. The incentive plan applies only to Ms. Clark, whose services are absolutely critical to the successful consummation of the sale. Under the terms of the incentive plan, Ms. Clark will be paid an incentive payment only if she actually meets certain objective benchmarks. The maximum amount of incentive payments that Ms. Clark could receive under the Incentive Plan -- if she meets all applicable performance criteria -- is $21,340. Ms. Clark will also be compensated when she meets the performance goals. Payments in these amounts will be made under the incentive plan if the following Performance Goals are met: a. First Tier: Ms. Clark will receive an amount equal to $16,500 if a sale of the Lot 1 Assets is consummated with a purchase price equal to or greater than $2,800,000. b. Second Tier: Ms. Clark will receive an amount equal to $4,840 if a sale of the Lot 2 Assets is consummated with a purchase price equal to or greater than $500,000. About Nirvanix, Inc. Cloud storage company Nirvanix, Inc., based in San Diego, California, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtor is represented by Norman L. Pernick, Esq., Marion M. Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA. Cooley LLP serves as the Debtor's special corporate counsel. Arch & Beam Global LLC serves as the Debtor's financial advisor. Epiq Systems Inc. is the Debtor's claims and noticing agent. The Debtor disclosed estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. The petition was signed by Debra Chrapaty, CEO. NIRVANIX INC: Court Okays Bonus Plan for Non-Insider Key Employees ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Nirvanix, Inc. to implement the key employee retention plan for 11 non-insider key employees. The key employees will be tasked to effectuate the sale of substantially all of the Debtor's assets pursuant to a sale process under Section 363 of the Bankruptcy Code. Pursuant to the KERP, the key employees will continue to perform their duties through their respective termination dates. In exchange for their continued efforts and pursuant to the terms of the KERP, the key employees will be eligible to receive the retention bonus in the total potential aggregate amount of the retention bonuses of $89,000. About Nirvanix, Inc. Cloud storage company Nirvanix, Inc., based in San Diego, California, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The Debtor is represented by Norman L. Pernick, Esq., Marion M. Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA. Cooley LLP serves as the Debtor's special corporate counsel. Arch & Beam Global LLC serves as the Debtor's financial advisor. Epiq Systems Inc. is the Debtor's claims and noticing agent. The Debtor disclosed estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. The petition was signed by Debra Chrapaty, CEO. NNN 123: Hires Kaye Scholer as Counsel -------------------------------------- NNN 123 North Wacker, LLC and NNN 123 North Wacker Member, LLC seek authorization from the Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois to employ Kaye Scholer LLP as counsel, nunc pro tunc to Oct. 4, 2013. The professional services that the Debtors anticipate requesting of Kaye Scholer in connection with these Chapter 11 cases include, but are not limited to, the following: (a) advise the Debtors with respect to a possible restructuring, sale or other disposition of the Debtors' business or assets, in whole or in part; (b) appear and represent the Debtors before this Court, any appellate courts, and in their dealings with the Office of the United States Trustee; and (c) provide such other legal services and advice to the Debtors as may become necessary in connection with these Chapter 11 cases. Kaye Scholer will be paid at these hourly rates: Partners $700-$1,175 Counsel $605-$800 Associates $310-$755 Legal Assistants $95-$340 Kaye Scholer will also be reimbursed for reasonable out-of-pocket expenses incurred. On Oct. 3, 2013, the Debtors paid Kaye Scholer $100,000, which was payment in full for services rendered by Kaye Scholer prior to the Petition Date. The payment related to services rendered by Kaye Scholer during the period from Sept. 20, 2013 through the filing of the Debtors' petitions on Oct. 4, 2013. Kaye Scholer was not paid any additional amounts by the Debtors in the 90 days prior to the Petition Date. D. Tyler Nurnberg, Esq., partner of Kaye Scholer, 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 Bankruptcy Court will hold a hearing on the engagement Nov. 14, 2013, at 10:30 a.m. Kaye Scholer can be reached at: D. Tyler Nurnberg, Esq. KAYE SCHOLER LLP 70 West Madison, Suite 4200 Chicago, IL 60602 Tel: (312) 583-2313 Fax: (312) 583-2360 E-mail: tyler.nurnberg@kayescholer.com NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago, represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as counsel. The Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Another entity, NNN 123 North Wacker Member LLC, sought Chapter 11 protection (Case No. 13-39240) on the same day. NNN 3500: Nov. 19 Hearing on Employment of Appraisals Unlimited --------------------------------------------------------------- A hearing on NNN 3500 Maple 26 LLC's bid to employ Appraisals Unlimited as appraiser is set for Nov. 19, 2013 at 2:00 p.m. 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. NPS PHARMACEUTICALS: Incurs $1.1 Million Net Loss in 3rd Quarter ---------------------------------------------------------------- NPS Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.08 million on $39.20 million of total revenues for the three months ended Sept. 30, 2013, as compared with a net loss of $3.32 million on $27.01 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 $21.27 million on $101.14 million of total revenues as compared with a net loss of $6.53 million on $103.46 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $277.01 million in total assets, $185.18 million in total liabilities and $91.83 million in total stockholders' equity. "We are excited by the continued success of the Gattex launch in the U.S.," said Francois Nader, MD, president and chief executive officer of NPS Pharmaceuticals. "We are seeing strong demand and sales have exceeded our expectations so far with 235 patients now on Gattex. We are also pleased to raise our full-year net sales guidance to $28 to $32 million given the favorable results and trends we have seen so far. In addition, recent progress includes data from STEPS 2, which showed that patients can continue to achieve clinically meaningful reductions in parenteral support requirements or even complete independence with Gattex treatment beyond one year. With respect to our international expansion, we are quite proud of the significant progress we have made. The transfer of the Revestive EU Marketing Authorization is complete and we are preparing to initiate pricing and reimbursement discussions early in 2014. We also expect to begin launching our first named-patient programs around the end of this year." A copy of the Form 10-Q is available for free at: http://is.gd/pGxtkr About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS has been in the red since 2009. It posted a net loss of $36.26 million in 2011, a net loss of $31.44 million in 2010, and a net loss of $17.86 million in 2009. OCEAN 4660: El Mar Balks at Comerica's Bid to Continue Foreclosure ------------------------------------------------------------------ El Mar Associates, Inc., a Florida corporation, and the largest, contingent, unliquidated, creditor of Ocean 4660, LLC, objected to the motion of Comerica Bank for limited relief from the automatic stay to allow Comerica to proceed with the prosecution of Comerica's state court foreclosure action against the property and the interests of all parties named as defendants therein, through the entry of a final judgment of foreclosure, but without scheduling a foreclosure sale of the property. El Mar explained that, among other things: 1. There is no provision in the Local Rules for an expedited hearing on a motion for relief from stay. No emergency grounds have been stated. 2. The motion regards all of the real property owned by the estate. 3. The estate's interest is inferior to that of Comerica. 4. If the trustee actually pursues a Sec. 363 sale mentioned in the motion and in various other court papers, El Mar Associates, Inc. is still entitled to the protections of 11 U.S.C. Section 365(h)(1)(A)(ii), which precludes the trustee from dispossessing El Mar Associates, Inc. 5. The trustee can only sell the estate's interest in property, not that of Comerica. On Oct. 18, 2013, Comerica asked the Court for limited relief from the automatic stay to allow Comerica to proceed with the prosecution of Comerica's state court foreclosure action against the property and the interests of all parties named as defendants therein, through the entry of a final judgment of foreclosure, but without scheduling a foreclosure sale of the property. Comerica is the owner and holder of a promissory note, mortgage and security agreement encumbering the hotel property owned by the Debtor located in Broward County, Florida. The Debtor defaulted under the loan documents by failing to make the required monthly installment payments and Comerica filed its foreclosure action against the Debtor. About Ocean 4660 Ocean 4660, LLC, owner of a beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. Rick Barreca signed the petition as chief restructuring officer. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40 percent and 70 percent occupancy. Room rates are $40 to $80 per night. The Company disclosed $15,762,871 in assets and $16,587,678 in liabilities as of the Chapter 11 filing. Judge John K. Olson presides over the case. The Debtor tapped RKJ Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as the CRO. The Debtor tapped Genovese Joblove & Battista, P.A. as counsel. Irreconcilable differences prompted the firm to withdraw as counsel in July 2013. The Court approved the appointment of Maria Yip, of Coral Gables, Florida, as Chapter 11 trustee. Drew M. Dillworth, Esq., of the Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. serves as his counsel. Kerry-Ann Rin, CPA, and the consulting firm of Yip Associates serve as financial advisor, and accountant. The U.S. Trustee has not appointed an official committee of unsecured creditors. ORCHARD SUPPLY: ACE Companies Object to Disclosure Statement ------------------------------------------------------------ BankruptcyData reported that ACE American Insurance Company, Illinois Union Insurance Company and Westchester Surplus Lines Insurance Company (the ACE Companies) filed with the U.S. Bankruptcy Court an objection to Orchard Supply Hardware Stores' Disclosure Statement. The ACE Companies explain, "The ACE Companies object to the Disclosure Statement because it lacks adequate information that would enable creditors including, but not limited to, The ACE Companies and claimants under the ACE Insurance Program, to ascertain how their respective claims will be classified and treated, or to make an informed decision about the Plan....Accordingly, the Disclosure Statement and the Plan should be modified to clearly provide that the release and injunction provisions of the Plan do not apply to the right and ability of (and to extent applicable, the automatic stay of section 362 of the Bankruptcy Code is modified to permit) the ACE Companies to adjust, settle and/or pay, subject to and in accordance with the terms and conditions of the ACE Insurance Program, those claims. The ACE Companies hereby request that the Insurance Provision be revised ...in order to resolve the Objection. Wherefore, the ACE Companies respectfully request that this Court either condition the confirmation of the Plan on inclusion of the modifications requested herein or deny the Debtors' request for approval of the Disclosure Statement as it does not contain the adequate information required by 11 U.S.C. section 1125 and grant such other relief as the Court deems appropriate." As previously reported by The Troubled Company Reporter, OSH 1 Liquidating Corporation, f/k/a Orchard Supply Hardware Stores Corporation, filed a Plan of Liquidation and Disclosure Statement dated Oct. 9, 2013. The Plan embodies a settlement among the Debtors, secured lenders and the unsecured creditors committee resolving issues regarding the use of the sale proceeds of the Debtors' assets. The significant terms of the Settlement are: * The Senior Secured Term Loan Lenders received all proceeds of the Sale that are not used to pay off the DIP financing loans, minus $25,000,000, which amount was left in the Debtors' estates, and $9,400,000, which amount is being held as cash collateral for certain letters of credit; * On the Plan Effective Date, $500,000 is to be paid from the Debtors' estates to the GUC Trust for the benefit of holders of Allowed General Unsecured Claims whose prepetition debts were not assumed by the Purchaser under the Final Asset Purchase Agreement (APA); * On the Plan Effective Date (or such later time as they may be monetized), the first $250,000 of any proceeds from the Designation Rights Sale is to be paid to the GUC Trust; and * The Senior Secured Term Loan Agent, the Senior Secured Term Loan Steering Committee, the Creditors Committee and the Debtors agreed to support consummation of a plan that contains full and complete releases to each of the parties, and that does not modify or adversely affect the parties' rights benefits and obligations under the terms of the Settlement. The Plan divides allowed claims against, and equity interests in, the Debtors into four classes: - Class 1 Senior Secured Term Loan Claims, estimated to total $130,700,000, are expected to have a 74%-86%. - Class 2 Other Secured Claims, which are not impaired and expected to have a 100% recovery. - Class 3 General Unsecured Claims, estimated to total $25,000,000 to $35,000,000, are expected to have a 2.1%-3%. - Claim 4 Equity Interests, which will receive no distribution under the Plan. About Orchard Supply San Jose, Calif.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16, 2013, to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors appointed in case has retained Pachulski Stang Ziehl & Jones LLP as counsel, and Alvarez & Marsal as financial advisors. Lowe's Cos. completed the $205 million acquisition of 72 of Orchard Supply's 91 stores. The Company changed its name to OSH 1 Liquidating Corporation and reduced the size and simplified the structure of the Board of Directors effective as of Aug. 20, 2013. ORMET CORP: Wants Relief From CBA Pending Talks With Steelworkers ----------------------------------------------------------------- Ormet Corporation, et al., filed an emergency motion asking the U.S. Bankruptcy Court for the District of Delaware to authorize interim relief from various terms of the Hannibal Collective Bargaining Agreement and from certain Retiree Benefits Obligations until the earlier of the Debtors (i) reaching a consensual agreement with the Steelworkers to modify the Hannibal CBA; or (ii) Nov. 27, 2013. According to the Debtors, the requested interim relief is essential for the Debtors to maximize the realizable value for the estates' assets because, among other things: 1. with the cessation of business at the Hannibal Smelter, and the limited funding available to continue efforts to maximize value for the benefit of the estates and the parties-in-interest, including the sale of the Burnside Refinery, the Debtors now seek relief allowing them to reduce one of the significant remaining expenses of the chapter 11 estates -- labor costs -- and preserve some value for the parties in interest while conducting an orderly wind down of operations. 2. the Debtors has shut down all remaining operations at the Hannibal Smelter. The Debtors are making decisions on a daily basis to maximize recoveries and value for the estates, while minimizing ongoing costs to achieve these results. 3. Without reasonable economic terms for their purchase of electricity and the inability to satisfy the condition precedent, the Debtors concluded that they would not be able to emerge from bankruptcy with ongoing operations at the Hannibal Smelter. The Debtors are now seeking the next best alternative, to wind down operations at the Hannibal Smelter in such a way as to allow restart of operations at some point in the future, when the international market price improves and the cost of power allows for the Hannibal Smelter to operate profitably, while simultaneously seeking to finalize a sale of the refinery in Burnside as a going concern. 4. The Steelworkers, and all parties involved, have taken all appropriate measures to wind down operations at the Hannibal Facility in such a way as to preserve the assets and maximize remaining value at the facility. 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. ORMET CORP: Court Approves $10MM Additional DIP Funding ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware, in a final order, authorized Ormet Corporation, et al., to enter into an amendment to the term loan DIP Credit Agreement. As reported in the Troubled Company Reporter on Nov. 4, 2013, the Debtor asked the Delaware bankruptcy judge to approve an additional $10 million of debtor-in-possession financing designed to fund the company's wind down, which includes a $39.4 million sale of its Louisiana refinery. Under Ormet's emergency DIP motion, private equity firm Wayzata Investment Partners LLC -- a prepetition creditor whose deal to purchase the company fell apart -- would enlarge its existing $40 million term loan by $10 million. The funds are key to Ormet's plan to sell its Louisiana facility. 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: Cyrus Capital Held 19.9% Stake at Nov. 1 ---------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Cyrus Capital Partners, L.P., and its affiliates disclosed that as of Nov. 1, 2013, they beneficially owned 7,696,614 shares of common stock of Overland Storage, Inc., representing 19.99 percent of the shares outstanding. Cyrus Capital previously reported beneficial ownership of 7,352,200 common shares or 19.99 percent equtiy stake as of Feb. 12, 2013. A copy of the amended regulatory filing is available at: http://is.gd/Tn9S0y 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. PABELLON DE LA VICTORIA: Has Until Nov. 21 to File Plan ------------------------------------------------------- The Hon. Edward Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico gave Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc. until November 21 to file a disclosure statement and Chapter 11 plan of reorganization. About Pabellon De La Victoria Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in Ponce, Puerto Rico, on Oct. 16, 2012. Bankruptcy Judge Edward A. Godoy oversees the case. Gloria M. Justiniano Irizarry, Esq., at Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as counsel. The Debtor estimated assets and debts of $10 million to $50 million. Banco Popular De Puerto Rico has $14 million in unsecured claims. The petition was signed by Evelyn Dominguez Ramos, president. PATRIOT COAL: Gov't Claims v. Brody, Patriot Ventures Due March 24 ------------------------------------------------------------------ Government entities have until March 24, 2014, to file proofs of claim against Brody Mining LLC and Patriot Ventures LLC. The deadline for most creditors of the two debtors to file proofs of claim expired Oct. 24, 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. PENNSYLVANIA HIGHER: Fitch Maintains 'B' Rating on Class G Notes ---------------------------------------------------------------- Fitch Ratings currently maintains ratings as listed below on the student loan revenue bonds issued from the Pennsylvania Higher Education Assistance Agency (PHEAA) trust indenture dated as of Aug. 1, 1997, as amended and supplemented (the 1997 Trust). PHEAA has requested that Fitch confirm the existing ratings assigned to the bonds issued under the 1997 Trust in connection with: (i) the bond purchase and cancellation of certain auction rate securities (the ARS) issued under the 1997 Trust and (ii) the sale of the related student loan collateral securing such ARS which will exceed the loans remaining in the 20% Selected Loan Pool as defined by the 40th Supplemental Indenture of the 1997 Indenture. Fitch is treating this request as a notification. The 1997 Trust has repurchased and cancelled approximately $10.95 million of outstanding ARS as of Nov. 7, 2013. Additionally, the student loan receivables balance will decrease by $8 million as those loans are sold and released from the lien of the trust. The amount of the loan sale combined with past loan sales for this trust will exceed the loans remaining in the 20% Selected Pool. The repurchase and cancellation of ARS and sale of related collateral will result in a slight increase in the total and senior parity ratio of the 1997 Trust. Total parity will increase from 107.31% to 107.53% and senior parity will increase from 113.21% to 113.48% as of Nov. 7, 2013; however, the release levels will be maintained at total parity of 102% and senior parity ratio of 106%. Fitch compared the balance sheet of the 1997 Trust pre- financing and post-refinancing and determined the change to be immaterial. Based on the information provided, Fitch has determined that the purchase and cancellation of $10.95 million ARS in addition to the related loan release of $8 million which will exceed the loans remaining in the 20% Selected Loan Pool will not have a material impact on the existing ratings at this time. This determination only addresses the effect of the purchase and loan release on the current ratings assigned by Fitch to the securities listed below. This determination does not address whether the purchase and subsequent loan release is permitted by the terms of the transaction documents. It does not address whether the purchase and loan release is in the best interests of, or prejudicial to, some or all of the holders of the securities listed. The current ratings of the bonds are as follows: Pennsylvania Higher Education Assistance Agency 1997 Trust Indenture Senior Class Notes --2000-1 Class F-1 'BBBsf'; Outlook Stable; --2000-2 Class H 'BBBsf'; Outlook Stable; --2000-3 Class J-3 'BBBsf'; Outlook Stable; --2000-3 Class J-4 'BBBsf'; Outlook Stable; --2001 Class L-1 'BBBsf'; Outlook Stable; --2001 Class L-2 'BBBsf'; Outlook Stable; --2002-1 Class N-1 'BBBsf'; Outlook Stable; --2002-1 Class N-2 'BBBsf'; Outlook Stable; --2002-3 Class R-1 'BBBsf'; Outlook Stable; --2002-4 Class T-1 'BBBsf'; Outlook Stable; --2002-4 Class T-2 'BBBsf'; Outlook Stable; --2002-4 Class T-3 'BBBsf'; Outlook Stable; --2002-4 Class T-4 'BBBsf'; Outlook Stable; --2002-4 Class T-5 'BBBsf'; Outlook Stable; --2002-5 Class V-1 'BBBsf'; Outlook Stable; --2002-5 Class V-2 'BBBsf'; Outlook Stable; --2002-5 Class V-3 'BBBsf'; Outlook Stable; --2002-5 Class V-4 'BBBsf'; Outlook Stable; --2003-1 Class W-1 'BBBsf'; Outlook Stable; --2003-1 Class W-2 'BBBsf'; Outlook Stable; --2003-2 Class Y-1 'BBBsf'; Outlook Stable; --2003-2 Class Y-2 'BBBsf'; Outlook Stable; --2003-2 Class Y-3 'BBBsf'; Outlook Stable; --2003-2 Class Y-4 'BBBsf'; Outlook Stable; --2004-1 Class Z-1 'BBBsf'; Outlook Stable; --2004-1 Class Z-3 'BBBsf'; Outlook Stable; --2004-1 Class Z-4 'BBBsf'; Outlook Stable; --2004-2 Class AA-1 'BBBsf'; Outlook Stable; --2004-2 Class AA-2 'BBBsf'; Outlook Stable; --2004-3 Class BB-1 'BBBsf'; Outlook Stable; --2004-3 Class BB-2 'BBBsf'; Outlook Stable; --2004-3 Class BB-3 'BBBsf'; Outlook Stable; --2004-3 Class BB-4 'BBBsf'; Outlook Stable; --2005-1 Class CC-2 'BBBsf'; Outlook Stable; --2005-2 Class DD-1 'BBBsf'; Outlook Stable; --2005-2 Class DD-2 'BBBsf'; Outlook Stable; --2005-3 Class EE-1 'BBBsf'; Outlook Stable; --2005-3 Class EE-2 'BBBsf'; Outlook Stable; --2005-3 Class EE-3 'BBBsf'; Outlook Stable; --2005-3 Class EE-4 'BBBsf'; Outlook Stable; --2005-4 Class GG-1 'BBBsf'; Outlook Stable; --2005-4 Class GG-2 'BBBsf'; Outlook Stable; --2005-4 Class GG-3 'BBBsf'; Outlook Stable; --2005-4 Class GG-4 'BBBsf'; Outlook Stable; --2005-4 Class GG-5 'BBBsf'; Outlook Stable; --2006-1 Class HH-1 'BBBsf'; Outlook Stable; --2006-1 Class HH-2 'BBBsf'; Outlook Stable; --2006-1 Class HH-3 'BBBsf'; Outlook Stable; --2006-1 Class HH-4 'BBBsf'; Outlook Stable; --2006-1 Class HH-5 'BBBsf'; Outlook Stable; --2006-1 Class HH-6 'BBBsf'; Outlook Stable; --2006-1 Class HH-7 'BBBsf'; Outlook Stable; --2006-1 Class HH-8 'BBBsf'; Outlook Stable; --2006-1 Class HH-9 'BBBsf'; Outlook Stable; --2006-1 Class HH-10 'BBBsf'; Outlook Stable; --2006-2 Class JJ-1 'BBBsf'; Outlook Stable; --2006-2 Class JJ-2 'BBBsf'; Outlook Stable; --2006-2 Class JJ-3 'BBBsf'; Outlook Stable; --2006-2 Class JJ-4 'BBBsf'; Outlook Stable; --2006-2 Class JJ-5 'BBBsf'; Outlook Stable; --2006-2 Class JJ-6 'BBBsf'; Outlook Stable; --2006-2 Class JJ-8 'BBBsf'; Outlook Stable; --2006-2 Class JJ-9 'BBBsf'; Outlook Stable; --2006-2 Class JJ-10 'BBBsf'; Outlook Stable; --2007 Class LL-2 'BBBsf'; Outlook Stable; --2007 Class LL-3 'BBBsf'; Outlook Stable; --2007 Class LL-4 'BBBsf'; Outlook Stable; --2007 Class LL-5 'BBBsf'; Outlook Stable; --2007 Class LL-6 'BBBsf'; Outlook Stable; --2007 Class LL-7 'BBBsf'; Outlook Stable; --2007 Class LL-8 'BBBsf'; Outlook Stable; --2007 Class LL-9 'BBBsf'; Outlook Stable; --2007 Class LL-10 'BBBsf'; Outlook Stable; --2007 Class MM-1 'BBBsf'; Outlook Stable; --2007 Class MM-2 'BBBsf'; Outlook Stable; --2007 Class MM-3 'BBBsf'; Outlook Stable; --2007 Class MM-4 'BBBsf'; Outlook Stable; --2007 Class MM-6 'BBBsf'; Outlook Stable. Pennsylvania Higher Education Assistance Agency 1997 Trust Indenture Subordinate Class Notes --2000-1 Class G 'Bsf'; Outlook Stable; --2000-3 Class K 'Bsf'; Outlook Stable; --2001 Class M 'Bsf'; Outlook Stable; --2002-4 Class U 'Bsf'; Outlook Stable; --2003-1 Class X 'Bsf'; Outlook Stable; --2005-3 Class FF 'Bsf'; Outlook Stable; --2006-1 Class II 'Bsf'; Outlook Stable; --2006-2 Class KK 'Bsf'; Outlook Stable; and --2007 Class NN 'Bsf'; Outlook Stable. PHYSIOTHERAPY HOLDINGS: Case Summary & 30 Top Unsecured Creditors ----------------------------------------------------------------- Debtor entities filing separate Chapter 11 cases: Debtor Case No. ------ -------- Physiotherapy Holdings, Inc. 13-12965 Actra Rehabilitation Associates, Inc. 13-12966 Alexandria Sports, Inc. 13-12967 Benchmark Acquisition Corp. 13-12968 Benchmark Medical Management Company 13-12969 Benchmark O & P Holdings, Inc. 13-12970 Benchmark Orthotics & Prosthetics, Inc. 13-12971 Blue Hen Physical Therapy, Inc. 13-12972 Cape Prosthetics-Orthotics, Inc. 13-12973 Carrollton Physical Therapy Clinic, Inc. 13-12975 Integrity Physical Therapy, Inc. 13-12976 Keystone Rehabilitation Associates of Warren 13-12977 Keystone Rehabilitation Systems, Inc. 13-12978 Keystone Rehabilitation Systems of McMurray 13-12979 Leesburg Sports, Inc. 13-12980 MATRIX Healthcare Services, LLC 13-12981 MATRIX Rehabilitation, Inc. 13-12982 MATRIX Rehabilitation-Delaware, Inc. 13-12983 MATRIX Rehabilitation-Georgia, Inc. 13-12984 MATRIX Rehabilitation-Ohio, Inc. 13-12985 MATRIX Rehabilitation-South Carolina, Inc. 13-12986 MATRIX Rehabilitation-Texas, Inc. 13-12987 Morris Area Rehabilitation Association, Inc. 13-12988 North Dallas Physical Therapy Associates, Inc. 13-12989 Northstar Health Services, Inc. 13-12990 NSHS Services, Inc. 13-12991 Orthopaedic Services of Paducah, Inc. 13-12992 PhysioLink Corporation 13-12993 Physiotherapy Associates Holdings, Inc. 13-12994 Physiotherapy Associates-Union Rehab, LLC 13-12996 Physiotherapy Associates, Inc. 13-12995 Physiotherapy Corporation 13-12997 Physiotherapy-BMHI Holdings, Inc. 13-12998 Physiotherapy-BMI, Inc. 13-12999 Potomac Rehabilitation Services, Inc. 13-13000 Professional Rehab Associates, Inc. 13-13001 Progressive Therapy Services, Inc. 13-13002 R.S. Network, Inc. 13-13003 Rehab Associates, L.L.C. 13-13004 Rehab Colorado, LLC 13-13005 Rehab Missouri, LLC 13-13006 Rehab Xcel, LLC 13-13007 Rehabilitation Consultants, Inc. 13-13008 SMR Banyan Tree, Inc. 13-13009 Swanson Orthotic & Prosthetic Center, Inc. 13-13010 The Parks Physical Therapy and Work Hardening Center, Inc. 13-13011 Theraphysics Partners of Colorado, Inc. 13-13012 Theraphysics Partners of Texas, Inc. 13-13013 Therapy Associates of Martinsville, Inc. 13-13014 Trumbull P.T. Corp. 13-13015 Wisconsin Prosthetics and Orthotics, Inc. 13-13016 Type of Business: Provider of outpatient physical therapy services Chapter 11 Petition Date: November 12, 2013 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Debtors' Bankruptcy Counsel: KIRKLAND & ELLIS LLP Debtors' Co-Counsel: Domenic E. Pacitti, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 Market Street, Suite 1000 Wilmington, DE 19801 Tel: 302-552-5511 Fax: 302-426-9193 E-mail: dpacitti@klehr.com Debtors' Special Counsel: DECHERT LLP Debtors' Restructuring Advisor: ALVAREZ & MARSAL HEALTHCARE INDUSTRY GROUP, LLC Debtors' Financial Advisor: ROTHSCHILD INC. Debtors' Notice and Claims Agent: KURTZMAN CARSON CONSULTANTS LLC Estimated Assets: $500 million to $1 billion Estimated Liabilities: $100 million to $500 million The petitions were signed by Martin McGahan, chief restructuring officer and interim chief executive officer. Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bank of New York Bond Debt $218,493,000 Mellon Trust Company, N.A., As Indenture Trustee Attn: Corporate Finance/Global Corporate Trust 601 Travis Street, 16th Floor Houston, TX 77002 Tel: 713-483-6751 Fax: 713-483-6878 Inventurus Knowledge Solutions Trade Debt $996,845 5 Penn Plaza, 23rd Floor New York, NY 10001 Tel: 646-378-2182 Fax: 646-471-5531 Meyer Distributing Co. Trade Debt $204,124 KPMG Trade Debt $191,500 Office Depot Inc. Trade Debt $187,414 Otto Bock Health Care Trade Debt $149,765 Marriot Business Services Trade Debt $148,983 Ossur North America Trade Debt $122,417 Spencer Stuart Trade Debt $119,147 Cascade Orthopedic Supply Trade Debt $71,354 Louderback Logistics Trade Debt $67,757 Recall Total Information Mgmt Trade Debt $41,293 Gateway Edi, LLC Trade Debt $40,131 Sungard Availability Services Trade Debt $38,866 Kaye Scholer Trade Debt $31,380 Pel Supply Company Trade Debt $27,542 Empi, Inc. Trade Debt $26,057 Cooke & Barrett P.L. Trade Debt $25,134 Mills Woodley Development Trade Debt $22,031 Fulton Communications Trade Debt $18,468 Park Place Technologies Trade Debt $14,739 Freedom Innovations Trade Debt $12,335 ADP, Inc. Trade Debt $12,157 O&P Enterprises Trade Debt $12,007 Patterson Medical Holdings Trade Debt $11,657 DJ Orthopedics LLC Trade Debt $10,122 Ohio Willow Wood Co. Trade Debt $9,935 Orthomerica Products, Inc. Trade Debt $9,873 Ricoh USA, Inc. Trade Debt $9,368 Shi International Corp. Trade Debt $8,913 PLY GEM HOLDINGS: Posts $16.9 Million Net Income in 3rd Quarter --------------------------------------------------------------- Ply Gem Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $16.89 million on $407.42 million of net sales for the three months ended Sept. 28, 2013, as compared with a net loss of $3.67 million on $306.19 million of net sales for the three months ended Sept. 29, 2012. For the nine months ended Sept. 28, 2013, the Company reported a net loss of $62.08 million on $1.03 billion of net sales as compared with a net loss of $24.04 million on $852.65 million of net sales for the nine months ended Sept. 29, 2012. The Company's balance sheet at Sept. 28, 2013, showed $1.08 billion in total assets, $1.12 billion in total liabilities and a $37.69 million total stockholders' deficit. "Ply Gem continued to execute during the third quarter as the new construction market drove further demand for our products while channel inventory levels improved. We experienced strong revenue growth led by our Windows and Doors segment. As a result, we are continuing to add labor resources to scale our operations in order to satisfy customer demand. Importantly, as we complete the implementation of our enterprise lean initiatives, we anticipate experiencing productivity improvements. In addition, demand for our vinyl siding product, which is more closely aligned with the repair and remodeling market, showed improvement as compared to the third quarter of 2012," said Gary E. Robinette, Ply Gem's president and CEO. A copy of the Form 10-Q is available for free at: http://is.gd/vaehR6 About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as compared with a net loss of $84.50 million in 2011. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. POPLAR SPRINGS: Restaurant, Inn & Spa Sold for $3.4MM at Auction ---------------------------------------------------------------- Lawrence Emerson, writing for Fauquier Now, reports that the Poplar Springs Inn & Spa, a manor house and restaurant at Casanova, Va., was sold for $3.4 million at an auction Nov. 6. Baltimore couple Becky and Richard G. Gay Jr. prevailed over two other bidders and agreed to pay $3.4 million for the 172-acre property, centered on a 1928 stone manor house renovated as a restaurant. The Gays have 30 days to complete the purchase. "We're gonna try to open it as soon as possible," Mrs. Gay said after the auction, according to the report. "We don't want anybody to lose their jobs. We will interview, and we will keep anybody we can." The centerpiece of the property is the Manor House, a fieldstone mansion built in the 1929 with European influenced design. This beautiful home was renovated in 2002 and converted into a 12,600 square foot restaurant with the ability to host both large gatherings and intimate dinners. The Inn, built in 2002, is approximately 20,500 sf. There are 21 guest rooms with private bathrooms along with a balcony or patio. The Spa portion is approximately 4,000 sf and contains a sauna, locker rooms, weight rooms and massage/treatment rooms. Property amenities include a heated swimming pool, a hot tub, steam rooms, tennis court and bocce court. The property also includes a 3,200 sf metal maintenance building and there are a number of barns and sheds of varying sizes. The restaurant had gross income in excess of $2.4 million in 2012. Fauquier Now reports that Howard and Lauren Foer spent 11 years and millions of dollars transforming the rundown property into a well-regarded "boutique resort," with 21 new guest rooms, fine dining, a spa and other amenities. The report also notes that, for tax purposes, Fauquier County values the land and buildings at $2.8 million. Much of property gets farmed and qualifies for Fauquier's "land use" tax breaks. According to the report, Reston, Va. attorney Hae Chan Park dueled with Mr. Gay for the property until the final bid of $3.4 million. Dayn Smith dropped out of the bidding around $3 million. Mr. Smith and his wife Nancy Moon own Glen Gordon Manor, an inn and restaurant near Flint Hill in Rappahannock County. They and Catlett resident Rick Gerhardt put together a group to bid on Poplar Springs. The property was sold at auction after a default by Poplar Springs L.C. in the payment of secured debt. Tranzon Fox conducted the foreclosure auction. Tranzon Fox may be reached at: Tranzon Fox Attn: Jeff Stein, Partner 3819 Plaza Drive Fairfax, VA 22030 Tel: 888-921-2110 E-mail: jstein@tranzon.com The substitute trustee for the property is: Vernon E. Inge, Jr., Esq. Katja H. Hill, Esq. LeCLAIRRYAN, PC 951 East Byrd Street, Eighth Floor Tel: 804-343-4095 E-mail: vernon.inge@leclairryan.com katja.hill@leclairryan.com PWK TIMBERLAND: Court Approves Gerald Casey as Counsel ------------------------------------------------------ PWK Timberland, LLC, sought and obtained approval to employ Gerald J. Casey, Esq., of Lake Charles, Louisiana, as attorney under a general retainer to give the Debtor legal advice with respect to its powers and duties as debtor-in-possession in the continued operation of the Debtor's business and management of the Debtor's property and to perform all legal services for the Debtor in possession which may be necessary. Casey's hourly rate was not disclosed in the court filings. Lake Charles, Louisiana-based PWK Timberland, LLC, sought Chapter 11 protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013. The Debtor estimated assets of at least $10 million and liabilities of up to $10 million. QUALITY DISTRIBUTION: Posts $2.7 Million Net Income in Q3 --------------------------------------------------------- Quality Distribution, Inc., reported net income of $2.76 million on $235.67 million of total operating revenues for the three months ended Sept. 30, 2013, as compared with net income of $8.86 million on $222.07 million of total operating revenues for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $19.24 million on $704.38 million of total operating revenues as compared with net income of $44.36 million on $626.72 million of total operating revenues for the same period a year ago. As of Sept. 30, 2013, the Company had $465.05 million in total assets, $503.19 million in total liabilities and a $38.13 million total shareholders' deficit. "Our overall results were in line with our expectations, especially with respect to our free cash flow generation, which tends to be seasonally strong in the third quarter," stated Gary Enzor, chairman and chief executive officer. "On the operating front, we continue to see solid demand in our Chemical Logistics business and strong results from our Intermodal operation. The reorganization of our Energy Logistics business is progressing as we shed under-utilized assets and implement plans to further affiliate company-operated locations, which supports our goal of moving this segment toward our proven asset-light business model." A copy of the press release is available for free at: http://is.gd/bsUMbr About Quality Distribution Quality Distribution, LLC, and its parent holding company, Quality Distribution, Inc., are headquartered in Tampa, Florida. The company is a transporter of bulk liquid and dry bulk chemicals. The company's 2010 revenues are approximately $686 million. Apollo Management, L.P., owns roughly 30 percent of the common stock of Quality Distribution, Inc. Quality Distribution reported net income of $50.07 million for the year ended Dec. 31, 2012, as compared with net income of $23.43 million in 2011. Bankruptcy Warning According to the Company's annual report for the period ended Dec. 31, 2012, the Company had consolidated indebtedness and capital lease obligations, including current maturities, of $418.8 million as of Dec. 31, 2012. The Company must make regular payments under the ABL Facility and its capital leases and semi- annual interest payments under its 2018 Notes. The Company's 2018 Notes issued in the quarter ended Dec. 31, 2010, carry high fixed rates of interest. In addition, interest on amounts borrowed under the Company's ABL Facility is variable and will increase as market rates of interest increase. The Company does not presently hedge against the risk of rising interest rates. The Company's higher interest expense may reduce its future profitability. The Company's future higher interest expense and future redemption obligations could have other important consequences with respect to the Company's ability to manage its business successfully, including the following: * it may make it more difficult for the Company to satisfy its obligations for its indebtedness, and any failure to comply with these obligations could result in an event of default; * it will reduce the availability of the Company's cash flow to fund working capital, capital expenditures and other business activities; * it increases the Company's vulnerability to adverse economic and industry conditions; * it limits the Company's flexibility in planning for, or reacting to, changes in the Company's business and the industry in which the Company operates; * it may make the Company more vulnerable to further downturns in its business or the economy; and * it limits the Company's ability to exploit business opportunities. The ABL Facility matures August 2016. However, the maturity date of the ABL Facility may be accelerated if the Company defaults on its obligations. "If the maturity of the ABL Facility and/or such other debt is accelerated, we may not have sufficient cash on hand to repay the ABL Facility and/or such other debt or be able to refinance the ABL Facility and/or such other debt on acceptable terms, or at all. The failure to repay or refinance the ABL Facility and/or such other debt at maturity would have a material adverse effect on our business and financial condition, would cause substantial liquidity problems and may result in the bankruptcy of us and/or our subsidiaries. Any actual or potential bankruptcy or liquidity crisis may materially harm our relationships with our customers, suppliers and independent affiliates." * * * As reported in the TCR on June 28, 2013, Moody's Investors Service upgraded Quality Distribution, LLC's Corporate Family Rating to B2 from B3 and Probability of Default Rating to B2-PD from B3-PD. The upgrade of Quality's CFR to B2 was largely driven by the expectation that credit metrics will improve over the next twelve to eighteen months, through a combination of EBITDA growth and debt paydowns, to levels consistent with the B2 rating level. The company is in the process of integrating the bolt-on acquisitions made in its Energy Logistics business sector since 2011. QUICKSILVER RESOURCES: Posts $10.6 Million Net Income in Q3 ----------------------------------------------------------- Quicksilver Resources Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing 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 total revenue for the same period a year ago. 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 last year. As of Sept. 30, 2013, the Company had $1.33 billion in total assets, $2.29 billion in total liabilities and a $964.51 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/kZfljD 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. RAINTREE CORP: Cecil County Airport Sold for $1.35MM at Auction --------------------------------------------------------------- Cheryl Mattix, writing for Cecil Daily, reports that Atlantic Auctions Auctioneer Bill Hudson sold Cecil County Airport (Raintree) in Elkton, Md., on Oct. 18 to the highest bidder, a resident of New York, for $1.35 million. "I am so happy we sold it, and the bank (NBRS) seemed pleased also," Mr. Hudson said, according to the report. Mr. Hudson said there were nine registered bidders and some "spirited" bidding before the gavel fell and NBRS accepted the offer. He wouldn't reveal the name of the buyer until the sale goes to settlement in about 45 days, but he did say the new buyer wants to continue operating it as an airport. The entire transaction included the airport, approximately 129 acres and a 3,450 square-foot home. It's located off Oldfield Point Road, south of Route 7. Cecil Daily also reported that a spokesman for the Maryland Aviation Administration said that the agency is aware of the sale. The auction was conducted by: Atlantic Auctions Inc. 802A Belair Road Bel Air, MD 21014 http://www.atlanticauctions.com/ Raintree Corporation filed for Chapter 11 bankruptcy (Bankr. D. Md. Case No. 11-28402) on Sept. 12, 2011, estimating under $1 million in both assets and debts. A copy of the petition is available at http://bankrupt.com/misc/mdb11-28402.pdf RIH ACQUISITIONS: Meeting to Form Panel Set on Nov. 14 ------------------------------------------------------ Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Nov. 14, 2013 at 1:00 p.m. in the bankruptcy cases of RIH Acquisitions NJ, LLC dba The Atlantic Club Casino Hotel and RIH Propco NJ, LLC. The meeting will be held at: United States Trustee?s Meeting Room Bridge View 800-840 Cooper Street, Suite 102 Camden, NJ 08102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. RIH Acquisitions NJ LLC, doing business as the Atlantic Club Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11 petition on Nov. 6, 2013 (Bankr. D.N.J. Case No. 13-34483) in Camden, New Jersey, designed to sell the property "in the near term." ROCKWELL MEDICAL: Incurs $13.2 Million Net Loss in Third Quarter ---------------------------------------------------------------- Rockwell Medical, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $13.21 million on $13.09 million of sales for the three months ended Sept. 30, 2013, as compared with a net loss of $17.87 million on $12.68 million of sales for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $40.45 million on $38.41 million of sales as compared with a net loss of $40.34 million on $36.84 million of sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $43.60 million in total assets, $37.50 million in total liabilities and $6.10 million in total shareholders' equity. "During the third quarter we achieved several major clinical milestones that have the potential to transform Rockwell," stated, Rob Chioini, Founder, Chairman and CEO of Rockwell. "Top line data from our Phase 3 CRUISE-2 study was exceptional, confirming the prior CRUISE-1 results with an identical p-value and exhibiting an excellent safety profile. These exceptional Phase 3 results demonstrate that TrifericTM, in place of IV iron, can effectively deliver iron and maintain hemoglobin levels in dialysis patients without increasing their iron stores. Coupled with the ESA sparing data from our PRIME study that showed a significant 35% ESA dose sparing effect, we have confidence that Triferic has tremendous potential to capture considerable market share quickly in the consolidated dialysis provider market upon FDA approval. Data from all three of our successful, large-scale clinical studies will be presented and showcased at the upcoming ASN Meeting, November 7-9, 2013 in Atlanta, GA." A copy of the Form 10-Q is available for free at: http://is.gd/atbW6q About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. In its report on the consolidated financial statements for the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton Township, Michigan, expressed substantial doubt about Rockwell Medical's ability to continue as a going concern, citing the Company's recurring losses from operations, negative working capital, and insufficient liquidity. The Company reported a net loss of $54.0 million on $49.8 million of sales in 2012, compared with a net loss of $21.4 million on $49.0 million of sales in 2011. ROUNDY'S SUPERMARKETS: S&P Puts Rating on CreditWatch Negative -------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings on Roundy's Supermarkets Inc. on CreditWatch with negative implications following the company's announcement of its third quarter results, which were notably weaker than expected. The company's same-store sales declined 3.7% in the third quarter, which led to meaningful margin deterioration as the company deleveraged operating and administrative expenses as it continued to open new stores. As such, overall EBITDA declined in the approximately 21% area, while S&P was expecting a more moderate decline. As a result, credit ratios will be materially weaker than expected at the end of 2013. Furthermore, since the company continues with capital spending to fund store growth and its dividend payments, discretionary cash flow generation will be much lower than expected and relatively small as compared with the company's debt levels. "Our rating on Roundy's currently reflects our view of the company's "weak" business risk profile and "highly leveraged" financial risk profile," said credit analyst Charles Pinson-Rose. "We expect to review the company's financial and business risk profile in light of the recent performance trends and expect to resolve the CreditWatch listing before the end of the year. We will examine the company's operating strategies and assess the competitive environment to see if there is a viable and realistic to plan to improve the company's same-store sales and overall operating trends. We also expect to discuss any potential changes in capital allocation in light of weaker operating trends to appropriately assess the company's financial risk profile," said S&P. As reported in the Sept. 11, 2012 edition of The Troubled Company Reporter, Standard & Poor's Ratings Services lowered its ratings on Milwaukee-based Roundy's Supermarkets Inc., including the corporate credit rating to 'B' from 'B+'. The downgrade comes after weaker-than-expected operating trends in the second quarter of 2012 as a result of increased price competition and effective marketing programs from competitors. SCRANTON, PA: Risks Default on Budget Gap, Moody's Says ------------------------------------------------------- Brian Chappatta, writing for Bloomberg News, reported that Scranton, Pennsylvania's sixth-most populous city, risks defaulting on its obligations if it can't close a $20 million budget gap for next year, Moody's Investors Service said. According to the report, the city of about 76,000 residents faces a Nov. 15 deadline to introduce a spending plan for the year beginning Jan. 1. Without closing that shortfall, Janney Montgomery Scott and Amalgamated Bank will probably withdraw from planned financing that would give the municipality positive operating cash flow, Moody's said in a report on Nov. 9. Without that funding, "the resulting liquidity squeeze would leave the city with few options to meet its financial obligations, raising the threat of default or bankruptcy," Michael D'Arcy, a Moody's analyst, wrote, the report related. Scranton, about 120 miles (193 kilometers) northwest of New York, faced a similar issue in June 2012 when city council refused to pay almost $1 million on parking-authority bonds, causing the agency to default, the report further related. The debt was guaranteed by the city. Another crisis "could have more severe effects," Moody's said. The city, which is in Pennsylvania's program for distressed localities, has $195 million of long-term debt, including about $77 million of fixed-rate general obligations and $49.5 million of the guaranteed parking securities, according to Moody's. SECUREALERT INC: Sapinda Now Holds 39.8% of Common Stock -------------------------------------------------------- SecureAlert, Inc., entered into a Loan and Security Agreement with Sapinda Asia Limited on Dec. 3, 2012. The principal amount of the loan advanced to the Company under the Loan Agreement was $16,640,000. Proceeds of the loan were used to redeem certain royalty rights held by Borinquen Container Corporation and for working capital. Under the terms of the Loan Agreement, Sapinda had the right at its sole discretion to convert the principal amount and any accrued interest into Common Stock of the Company at a rate of $4.50 per share (giving effect to the 200:1 reverse stock split effected by the Company on March 25, 2013), at any time after March 1, 2013. On Sept. 30, 2013, Sapinda exercised its right to convert the principal amount and all accrued interest under the Loan Agreement into Common Stock of the Company. The amount of principal and accrued interest as of Sept. 30, 2013, totaled $17,576,627, and as a result of the Conversion, the Company issued a total of 3,905,917 restricted shares of Common Stock to Sapinda on Sept. 30, 2013. Based on information contained in a Form 4 Statement of Changes in Beneficial Ownership (Form 4) filed by Sapinda and Mr. Lars Windhorst (who controls Sapinda) on Nov. 5, 2013, Mr. Windhorst entered into a Stock Purchase Agreement on June 13, 2013, to acquire 556,648 shares of Common Stock of the Company owned by Borinquen for a total purchase price of $4,174,860. The transaction contemplated in the SPA was closed on or about Sept. 30, 2013. The Company reasonably believes that immediately following the Conversion and the Purchase, Sapinda (together with Lars Windhorst, its sole shareholder and director) became the beneficial owner approximately 51.9 percent of the outstanding voting shares of the Registrant. Prior to the closing of the Purchase, Sapinda was the beneficial owner of approximately 4,534,168 shares, or 46.2 percent of the Company's issued and outstanding Common Stock. According to the Form 4, Sapinda sold 628,251 shares of Common Stock on Oct. 29, 2013, at a price of $19.00 per share and Mr. Windhorst sold 556,648 shares of Common Stock on Oct. 30, 2013, at a price of $7.50 per share. In addition, based on information contained in an amendment to Schedule 13D filed by Sapinda on Nov. 5, 2013, the Company believes that Sapinda is now the beneficial owner of 3,905,917 shares or 39.8 percent of the Company's issued and outstanding Common Stock. 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 GROUP: To Cut 630 Jobs at WesTrac Unit -------------------------------------------- Rhiannon Hoyle, writing for The Wall Street Journal, reported that Seven Group Holdings Ltd. said it would cut 630 jobs at its heavy- machinery unit WesTrac, one of several mining-industry suppliers grappling with a slowing global-commodities boom. According to the report, the latest WesTrac job losses bring the total number of cuts this year to more than 1,000, and will lower head count in Australia to 3,350 people. WesTrac is an authorized dealer for equipment made by Caterpillar Inc. Like other suppliers to the minerals sector, WesTrac's revenue has been hurt by a slowdown in mining investment in key resources hubs such as Australia, the report said. The price of nickel, coal and other materials has fallen as the pace of demand from industrializing China has slowed in the past year. Meanwhile mine expansions have boosted supply. In August, Boart Longyear Ltd. the world's biggest mineral- exploration drilling company, described business conditions as the worst since the global financial crisis, the report related. Seven Group, controlled by the billionaire Kerry Stokes, said it would cut jobs by through a combination of natural attrition, hiring fewer contractors and eliminating redundancies over the coming month, the report further related. The reorganization would cost Seven Group about 13 million Australian dollars (US$12.2 million), it said in a statement dated Nov. 12. SINCLAIR BROADCAST: Reports $36.6 Million Net Income in Q3 ---------------------------------------------------------- Sinclair Broadcast Group, Inc., reported net income of $36.65 million on $338.64 million of total revenues for the three months ended Sept. 30, 2013, as compared with net income of $26.35 million on $258.71 million of total revenues for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported net income of $71.16 million on $935.41 million of total revenues as compared with net income of $85.55 million on $732.16 million of total revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $3.61 billion in total assets, $3.20 billion in total liabilities and $416.23 million in total stockholders' equity. "Our third quarter 2013 results showed an increase of 11.0% in net broadcast revenues on a same station basis, excluding political revenues, which was driven by growth in our retransmission revenues and core business," commented David Smith, president and CEO of Sinclair. "We are pleased with our solid third quarter results and expect to continue to grow our revenue share and provide additional value to our shareholders through our station acquisitions and the synergies and efficiencies of scale that we are creating as we continue to consolidate. Including all pending station acquisitions, we are the largest and one of the most diversified TV broadcasters in the country and have been the most active TV broadcasting consolidator with over $3.0 billion in assets purchased and announced. Television continues to be the preferred medium for advertisers and consumers top choice for news and entertainment. As we look ahead, we are beginning to assess other possible avenues for growth after the industry consolidates, including enhancing our original content offerings and distribution, the pursuit of strategic partnerships and monetizing spectrum holdings, all with the intent of creating additional value for our shareholders." A copy of the press release is available for free at: http://is.gd/wbU9GW About Sinclair Broadcast Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and most diversified television broadcasting companies, currently owns and operates, programs or provides sales services to 58 television stations in 35 markets. The Company's television group reaches roughly 22 percent of U.S. television households and includes FOX, ABC, CBS, NBC, MNT, and CW affiliates. "Any insolvency or bankruptcy proceeding relating to Cunningham, one of our LMA partners, would cause a default and potential acceleration under the Bank Credit Agreement and could, potentially, result in Cunningham's rejection of our seven LMAs with Cunningham, which would negatively affect our financial condition and results of operations," the Company said in its annual report for the period ended Dec. 31, 2012. * * * As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Sinclair to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. In September 2010, Moody's raised its ratings for Sinclair Broadcast and subsidiary Sinclair Television Group, including the Corporate Family Rating and Probability-of-Default Rating, each to Ba3 from B1, and the ratings for individual debt instruments. Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed $250 million issuance of Senior Unsecured Notes due 2018 by STG. The Speculative Grade Liquidity Rating remains unchanged at SGL-2. The rating outlook is now stable. SOUTHGOBI RESOURCES: Anticipates Delay in Filing Q3 Results ----------------------------------------------------------- SouthGobi Resources Ltd. on Nov. 8 disclosed that it anticipates a delay in the filing of its interim statements for the three and nine month periods ended September 30, 2013 and the related Management's Discussion and Analysis and certifications by the Chief Executive Officer and Chief Financial Officer. The anticipated delay is a result of the decision by the Company's board of directors today to restate the Company's financial statements for 2011 and 2012, and consequently its comparative interim financial statements for 2013 and the related MD&A. The restatement and anticipated delay in filing the Required Filings follows a review by the Company of its prior revenue recognition practices for its coal sales in the fourth quarter of 2010, full year 2011 and in the first half of 2012. This review has been conducted in consultation with PricewaterhouseCoopers LLP, the Company's current auditors, and Deloitte LLP, the Company's auditors during the 2010 and 2011 fiscal years. As a result of this review, the Company has determined that certain revenue transactions were previously recognized in the Company's consolidated financial statements prior to meeting relevant revenue recognition criteria. These transactions relate to coal that had been delivered to the customer's stockpile in a stockyard located within the SouthGobi's Ovoot Tolgoi mining license area, the location at which title transferred, but from which the coal had not been collected by the customers. The restatement of the Company's consolidated financial statements will reflect a change in the point of revenue recognition from: (A) the delivery of coal to the customer stockpiles within the Stockyard to (B) the loading of coal onto the customer's trucks at the time of collection. The Company adopted new terms in its sales contracts starting in the second half of 2012 such that title transfers when coal is loaded onto the customer's trucks which results in the latter point of revenue recognition for all its sales starting from the second half of 2012. Until the recent review, it was determined that a restatement of financial statements for periods prior to the second half of 2012 was not required. The restatement of the Company's 2011 and 2012 financials in order to reflect this change in the point of revenue recognition will, in turn, require restatements to the comparative information in the Company's previously filed interim financial statements for 2013. As a result of the potentially material effects on the Company's financial statements, the previous financial information provided by the Company in respect of the periods to be covered by the Restated Financials are no longer accurate and should not be relied upon. Under National Instrument 51-102 of the Canadian Securities Administrators, the Required Filings should be made no later than November 14, 2013. The Company is working expeditiously with PwC and Deloitte to complete the Required Filings and the Restated Financials as soon as possible. The Restated Financials are expected to be available on or before January 16, 2014. The Company will be applying to the British Columbia Securities Commission pursuant to Part 4 of National Policy 12-203 for a Management Cease Trade Order in connection with the anticipated late filing of the Required Filings and the Restated Financials. If issued, the MCTO will prohibit trading in securities of the Company, whether direct or indirect, by the Company's CEO, CFO and board of directors or other persons or companies who had, or may have had, access directly or indirectly to any material fact or material change with respect to the Company that has not been generally disclosed. There can be no assurance that an MCTO will be issued. If an MCTO is not issued, or should an MCTO be issued and should the Company thereafter fail to make the Required Filings on or before January 16, 2014, the Principal Regulator can impose a general cease trade order ceasing all trading in securities of the Company for such period of time as the Principal Regulator may deem appropriate. As part of the process described above, the Company is re-examining the Company's internal controls over financial reporting and disclosure controls and procedures in order to identify material weaknesses with such processes which gave rise to the decision to prepare the Restated Financials. Any delay in filing the Required Filings, or the related financial statement restatements, could ultimately result in an event of default of the Company's convertible debenture held by China Investment Corporation, which if not cured within applicable cure periods in accordance with the terms of such debenture, may result in the principal amount owing and all accrued and unpaid interest becoming immediately due and payable upon notice to the Company by CIC. The Company intends to satisfy the provisions of the Alternate Information Guidelines as set out in NP 12-203, including the requirement to file bi-weekly status reports in the form of news releases containing prescribed updating information, for as long as it remains in default in respect of the Required Filings. Other information for the third quarter of 2013 The Company achieved strong production results in the third quarter of 2013 with production up at 1.13 million tonnes of raw coal produced and a strip ratio of 1.39 compared to 0.17 million tonnes of raw coal produced with a strip ratio of 15.55 in the second quarter of 2013. Processing Infrastructure On February 13, 2012, the Company announced the successful commissioning of the dry coal handling facility ("DCHF") at the Ovoot Tolgoi Mine. The Company has received all permits to operate the DCHF. The 2013 mine plan considered limited utilization of the DCHF at the latter end of 2013. However there is now no plan to use the DCHF in 2013 due to higher quality coals being mined that likely will not require processing through the DCHF and the Company has delayed construction to upgrade the DCHF. A review of the DCHF, and its future contribution to the Company's product strategy, is currently ongoing. The total construction capital investment to date is $85 million. CIC Convertible Debenture During the second quarter of 2013, the Company and the CIC mutually agreed upon a three month deferral of the convertible debenture semi-annual $7.9 million cash interest payment due on May 19, 2013. The Company and the CIC subsequently agreed to an additional deferral of one month, and the cash interest payment became due on September 19, 2013. On September 19, 2013, the Company settled the $7.9 million amount, plus additional accrued interest of $0.2 million, as follows: -- The Company issued 1.8 million shares to the CIC for the November 19, 2012 1.6% share interest payment, where the number of common shares was based on the 50-day volume-weighted average share price on November 19, 2012 of Cdn.$2.16; -- In consideration of the common share issuance, CIC applied the $4.0 million in cash already paid by the Company in the first quarter of 2013 for the November 19, 2012 share interest payment against the amount due on September 19, 2013; and -- The Company paid the remaining $4.1 million balance in cash. Liquidity and capital management As of September 30, 2013, the Company had cash of $16.1 million compared to cash of $19.2 million as of June 30, 2013. The Company expects to have sufficient liquidity and capital resources to meet its ongoing obligations and future contractual commitments for at least twelve months from the end of the September 30, 2013 reporting period. The Company expects its liquidity to remain sufficient based on existing capital resources and estimated income from mining operations. Estimated income from mining operations is subject to a number of external market factors including supply and demand and pricing in the coal industry. The Company continues to minimize uncommitted capital expenditures and exploration expenditures in order to preserve the Company's financial resources. Impairment analysis Unchanged from the assessment made as of June 30, 2013, the Company determined that an indicator of impairment existed for its Ovoot Tolgoi Mine cash generating unit as of September 30, 2013. The impairment indicator was the continued weakness in the Company's share price during the third quarter of 2013 and the fact that the market capitalization of the Company, as of September 30, 2013, was less than the carrying value of its net assets. Therefore, the Company conducted an impairment test whereby the carrying value of the Company's Ovoot Tolgoi Mine cash generating unit was compared to its "value-in-use" using a discounted future cash flow valuation model. The Company's Ovoot Tolgoi Mine cash generating unit carrying value was $517.5 million as of September 30, 2013. Key estimates and assumptions incorporated in the valuation model included the following: -- Inland Chinese coking coal market coal prices; -- Life-of-mine coal production and operating costs; and -- A discount rate based on an analysis of market, country and company specific factors. The impairment analysis did not result in the identification of an impairment loss and no charge was required as of September 30, 2013. The Company believes that the estimates and assumptions incorporated in the impairment analysis are reasonable; however, the estimates and assumptions are subject to significant uncertainties and judgments. Governmental, Regulatory and Internal Investigations The Company is subject to investigations by Mongolia's Independent Authority against Corruption ("the IAAC") and the Mongolian State Investigation Office (the "SIA") regarding allegations against SouthGobi and some of its former employees. The IAAC investigation concerns possible breaches of Mongolia's anti- corruption laws, while the SIA investigation concerns possible breaches of Mongolia's money laundering and taxation laws. While the IAAC investigation into allegations of possible breaches of Mongolian anti-corruption laws has been suspended, the Company has not received notice that the IAAC investigation is complete. To date, four former SouthGobi employees have been named as suspects in the IAAC investigation and are subject to a continuing travel ban imposed by the IAAC. The IAAC has not formally accused any current or former SouthGobi employees of breach of Mongolia's anti-corruption laws. The SIA has not accused any current or former SouthGobi employees of money laundering. However, three former SouthGobi employees have been informed that they have each been designated as "accused" in connection with the allegations of tax evasion, and are subject to a travel ban. The Company has been designated as a "civil defendant" in connection with the tax evasion allegations, and it may potentially be held financially liable for the criminal misconduct of its former employees under Mongolian Law. The Company has shown full cooperation with the investigation by providing relevant information. The relevant authorities are yet to conclude on this information. Accordingly, the likelihood or consequences for the Company of a judgment against its former employees is unclear at this time. The SIA also continues to enforce administrative restrictions, which were initially imposed by the IAAC investigation, on certain of the Company's Mongolian assets, including local bank accounts, in connection with its continuing investigation of these allegations. While the orders restrict the use of in-country funds pending the outcome of the investigation, they are not expected to have a material impact on the Company's activities in the short term, although they could create potential difficulties for the Company in the medium to long term. SouthGobi will continue to take all appropriate steps to protect its ability to conduct its business activities in the ordinary course. Certain of the allegations raised by the SIA and IAAC against SouthGobi (concerning allegations of bribery, money laundering and tax evasion) have been the subject of public statements and Mongolian media reports, both prior to and in connection with the recent trial, conviction, and unsuccessful appeal of the former Chairman and the former director of the Geology, Mining and Cadastral Department of the MRAM, and others. SouthGobi was not a party to this case. The Company understands that the court process is now concluded following the decision of the Supreme Court of Mongolia to uphold the convictions. As far as the Company is aware from publicly available information, the court concluded that the transfer of one of SouthGobi Sands LLC's licenses (5261X) involved government officials and violated applicable Mongolian anti-corruption laws. License 5261X was transferred to an entity nominated by MRAM, after the license had been reinstated by MRAM for this purpose, in exchange for MRAM renewing certain SouthGobi Sands LLC licenses (5259X, 5277X, 12388X and 9442X) that were due to expire. As a result the court invalidated the transfer of 5261X and cancelled the other licenses. At that time only one of the licenses at issue (9442X) was held by SouthGobi Sands LLC, with the other licenses having earlier been allowed to lapse when they were determined not to be prospective. The Company considers that it was entitled under applicable law to the renewal of the relevant licenses and that it received reasonable payment for the transfer of license 5261X. Through its Audit Committee (comprised solely of independent directors), SouthGobi is conducting an internal investigation into possible breaches of law, internal corporate policies and codes of conduct arising from the allegations which have been raised. The Audit Committee has the assistance of independent legal counsel in connection with its investigation. The Chair of the Audit Committee is also participating in a tripartite committee, comprised of the Audit Committee Chairs of the Company and Turquoise Hill and a representative of Rio Tinto, which is focused on the investigation of a number of those allegations, including possible violations of anti-corruption laws. Independent legal counsel and forensic accountants have been engaged by this committee to assist it with its investigation. The tripartite committee substantially completed the investigative phase of its activities during the third quarter of 2013. The Company continues to cooperate with the IAAC, SIA and with Canadian and United States government and regulatory authorities that are monitoring the Mongolian investigations. It is possible that these authorities may subsequently conduct their own review or investigation or seek further information from the Company and until all such reviews or investigations are complete the Audit Committee's and the tripartite committee's work may be considered ongoing. The investigations referred to above could result in one or more Mongolian, Canadian, United States or other governmental or regulatory agencies taking civil or criminal action against the Company, its affiliates or its current or former employees. The likelihood or consequences of such an outcome are unclear at this time but could include financial or other penalties, which could be material, and which could have a material adverse effect on the Company. Reference is made to the Company's MD&A for the year ended December 31, 2012, which is available at www.sedar.com, Section 13, Risk Factors, "the Company is subject to continuing governmental, regulatory and internal investigations, the outcome of which is unclear at this time but could have a material adverse effect on the Company". The Company, through its Board of Directors and new management, has taken a number of steps to address issues noted during the investigations and to focus ongoing compliance by employees with all applicable laws, internal corporate policies and codes of conduct, and with the Company's disclosure controls and procedures and internal controls over financial reporting. Withdrawal of Notice of Investment Dispute On August 22, 2013, SouthGobi announced that it had withdrawn the Notice of Investment Dispute on the Government of Mongolia in recognition of the fact that the dispute was resolved following the grant of three pre-mining agreements ("PMAs") on August 14, 2013 relating to the Zag Suuj Deposit and certain areas associated with the Soumber Deposit, and the earlier grant of a PMA on January 18, 2013 pertaining to the Soumber Deposit. About SouthGobi Resources SouthGobi is listed on the Toronto and Hong Kong stock exchanges, in which Turquoise Hill Resources Ltd., also publicly listed in Toronto and New York, has a 57% shareholding. Turquoise Hill took management control of SouthGobi in September 2012 and made changes to the board and senior management. Rio Tinto has a majority shareholding in Turquoise Hill. SouthGobi is focused on exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. It has a 100% shareholding in SouthGobi Sands LLC, Mongolian registered company that holds the mining and exploration licences in Mongolia and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China. STELLAR BIOTECHNOLOGIES: Appoints CFO and COO --------------------------------------------- Stellar Biotechnologies, Inc., announced the appointment of two of the Company's senior executives to expanded leadership positions. Kathi Niffenegger, CPA, has been appointed chief financial officer and Catherine Brisson, Ph.D., has been appointed chief operations officer. Stellar's board of directors voted unanimously to promote Ms. Niffenegger and Ms. Brisson to strengthen the Company's financial oversight and operational efficiency. "I am delighted to have Ms. Niffenegger and Dr. Brisson take on broader executive roles within Stellar and leverage their proven successes managing critical areas of our business," said Frank Oakes, president and CEO of Stellar Biotechnologies, Inc. "I look forward to leveraging their leadership to advance the multiple growth opportunities the Company has in sight." Ms. Niffenegger began working with Stellar in 1999, as outside CPA. She became Controller for Stellar Biotechnologies in 2012 and assumed the role of Corporate Secretary earlier this year. Ms. Niffenegger is a Certified Public Accountant with more than 30 years of experience in accounting and finance in a range of industries. Ms. Niffenegger was previously technical partner in the audit division of Glenn Burdette CPAs, obtained CFO experience at Martin Aviation and began her career at Peat, Marwick, Mitchell & Co. (now KPMG LLP). She held leadership roles for audits of manufacturing, aquaculture, pharmaceutical, and governmental grant clients, and developed specific expertise in cost accounting systems and internal controls. Ms. Niffenegger holds a B.S. degree in Business Administration from California State University, Long Beach. Mr. Oakes said, "Kathi is a seasoned finance executive who has been a key contributor to Stellar Biotechnologies' growth for over fourteen years. We are very fortunate to have a CFO with both her extensive experience and in-depth knowledge of our business, overseeing the financial resources and assets that are vital to our long-term plan." Dr. Brisson joined Stellar in 2010 as Director of Quality and Regulatory Affairs, and was promoted to Chief Pharmaceutical Officer in 2012. She has more than 20 years of experience in the biotechnology, pharmaceutical and medical device industries with strong expertise and broad scientific and operational understanding in quality assurance, quality control, regulatory affairs, manufacturing, and product development areas. Dr. Brisson has held past positions in both startup and established companies such as MacuSight and Teva Parenteral Products. Dr. Brisson holds a B.S. degree in Chemistry from North Carolina State University and a Ph.D. in Organic Chemistry from the University of North Carolina. Commenting on Dr. Brisson's elevated role as chief operations officer, Mr. Oakes said, "Catherine brings together pharmaceutical industry experience with a deep understanding of KLH production, quality control and regulatory compliance. She has a progressive vision for ensuring unmatched operations that will support Stellar's immunotherapy customers on multiple fronts, while providing critical input on Stellar's strategic development programs." 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. SUNTECH POWER: Creditors of Main Unit Back Debt Restructuring Plan ------------------------------------------------------------------ Charlie Zhu, writing for Reuters, reported that creditors of the main unit of Chinese solar panel maker Suntech Power Holdings Co Ltd on Nov. 12 approved a plan to restructure its $1.75 billion debts with proceeds from acquirer Hong Kong-listed Shunfeng Photovoltaic International Ltd. According to the report, Shunfeng announced this month it had agreed to take over indebted Wuxi Suntech Power Co Ltd for 3 billion yuan (US$493 million), pending approvals from various parties including its own shareholders and Wuxi Suntech's creditors on the debt restructuring. Shunfeng has said it would use the proceeds to pay down Wuxi Suntech's debts, the report related. Creditors, including representatives from Chinese banks as well as domestic and foreign suppliers, backed the debt restructuring plan, Suntech spokesman Ryan Ulrich said, the report cited. A source who attended the Nov. 12 meeting in the eastern city of Wuxi said the more than 500 creditors had "overwhelmingly" approved the plan, the report further related. 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. THERAPEUTICSMD INC: Files Copy of Conference Call Transcript ------------------------------------------------------------ TherapeuticsMD, Inc., furnished a current report on Form 8-K with the U.S. Securities and Exchange Commission in connection with the disclosure of information during a conference call and webcast on Nov. 4, 2013, discussing the Company's third quarter fiscal 2013 financial results. The transcript of the conference call and webcast is available for free at http://is.gd/MNTtVK 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. As of June 30, 2013, the Company had $43.06 million in total assets, $4.59 million in total liabilities and $38.46 million in total stockholders' equity. TRANSGENOMIC INC: Incurs $5.6 Million Net Loss in Third Quarter --------------------------------------------------------------- Transgenomic, Inc., reported a net loss of $5.55 million on $6.64 million of net sales for the three months ended Sept. 30, 2013, as compared with a net loss of $2.75 million on $7.88 million of net sales for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $12 million on $21.32 million of net sales as compared with a net loss of $6.01 million on $24.18 million of net sales for the same period last year. As of Sept. 30, 2013, the Company had $33.18 million in total assets, $17.78 million in total liabilities and $15.39 million in stockholders' equity. Cash and cash equivalents were $4 million as of Sept. 30, 2013, compared with $4.5 million as of Dec. 31, 2012. "Transgenomic's highest priority over the near term is to maximize the commercial potential of our strong molecular diagnostics portfolio, which focuses on low level and rare mutation detection, and the adoption of strategic partnerships to expand the Company's commercial reach," said Paul Kinnon, president and chief executive officer. "The new commercialization agreements with PerkinElmer and PDI, as recently announced, highlight our renewed vigor and corporate strategy, which aims to optimize, through channel partnerships, the commercial potential of these strong assets while focusing our internal resources on our areas of strength." A copy of the press release is available for free at: http://is.gd/2nUJdg About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic incurred a net loss of $8.32 million in 2012, a net loss of $9.78 million in 2011 and a net loss of $3.13 million in 2010. Forbearance Agreement On Feb. 7, 2013, the Company entered into a Forbearance Agreement with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of Forest Laboratories, Inc., and successor-in-interest to PGxHealth, LLC, with an effective date of Dec. 31, 2012. In December 2012, the Company commenced discussions with the Lender to defer the payment due on Dec. 31, 2012, until March 31, 2013. As of Dec. 31, 2012, an aggregate of $1.4 million was due and payable under the Note by Transgenomic, and non-payment would constitute an event of default under the Note and that certain Security Agreement, dated as of Dec. 29, 2010, entered into between Transgenomic and PGX. Pursuant to the Forbearance Agreement, the Lender agreed, among other things, to forbear from exercising its rights and remedies under the Note and the Security Agreement as a TRAVELPORT HOLDINGS: Incurs $27 Million Net Loss in 3rd Quarter --------------------------------------------------------------- Travelport Limited reported a net loss of $27 million on $511 million of net revenue for the three months ended Sept. 30, 2013, as compared with a net loss of $40 million on $489 million of net revenue for the same period during the prior year. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $140 million on $1.59 billion of net revenue as compared with a net loss of $72 million on $1.54 billion of net revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $3.16 billion in total assets, $4.53 billion in total liabilities and a $1.36 billion total deficit. Commenting on developments, Gordon Wilson, president and CEO of Travelport, said: "We have delivered five percent growth in both Revenue and Adjusted EBITDA for the quarter and year to date and we look to the future with confidence." A copy of the press release is available for free at: http://is.gd/l1JviB About Travelport Holdings Headquartered in Atlanta, Georgia, Travelport provides transaction processing services to the travel industry through its global distribution system business, which includes the group's airline information technology solutions business. During FYE2011, the group reported revenues and adjusted EBITDA of US$2 billion and US$507 million, respectively. Travelport Limited incurred a net loss of $236 million in 2012, as compared with net income of $172 million in 2011. * * * As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on travel services provider Travelport Holdings Limited (Travelport Holdings) and indirect subsidiary Travelport LLC (Travelport) to 'SD' (selective default) from 'CC'. The downgrades follow the implementation of a capital restructuring, which was necessary because of the Travelport group's high leverage, weak liquidity, and the upcoming maturity of its $693 million (as of end-June 2011) PIK loan in March 2012. "According to our criteria, we view this restructuring as a distressed exchange and tantamount to a default (see 'Rating Implications Of Exchange Offers And Similar Restructurings, Update,' published May 12, 2009, on RatingsDirect on the Global Credit Portal)," S&P related. In May 2012, Moody's Investors Service affirmed the Caa1 corporate family rating (CFR) and probability of default rating (PDR) of Travelport LLC. TRINITY COAL: Plan Approval Opens Way for Essar Repurchase ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Trinity Coal Corp. got a signed confirmation order Nov. 8, clearing the way for the company to exit Chapter 11 protection in Lexington, Kentucky, through a repurchase by Essar Group. According to the report, the official creditors' committee supported the plan, and every creditor class voted in favor. Essar in substance is reacquiring Trinity by paying secured lenders $56 million toward claims of some $123 million. Absent Essar's repurchase, Trinity would have been sold in August. Essar is an Indian business group controlled by billionaire brothers Shashikant and Ravikant Ruia. They acquired Trinity Coal in 2010 for $600 million. Essar will provide $22 million to pay off the revolving credit financing bankruptcy. It will also provide $16.4 million to cover the cost of the bankruptcy and funds to pay secured lenders. In return, Essar has all of the new equity and, in the process, will waive its $133.4 million claim, thus not diluting creditors' recoveries. About Trinity Coal Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Trinity's coal mining operations are organized into six distinct coal mining complexes. Three complexes are located in Kentucky and are referred to as Prater Branch Resources, Little Elk Mining and Levisa Fork. The Kentucky Operations produced compliance and low sulfur steam coal. Three complexes are located in West Virginia and are referred to as Deep Water Resources, North Springs Resources and Falcon Resources. Trinity is a wholly owned subsidiary of privately held multinational conglomerate Essar Global Limited. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. On March 4, 2013, the Debtors filed their consolidated answer to involuntary petitions and consent to an order for relief and reservation of rights, thereby consenting to the entry of an order for relief in each of their respective Chapter 11 cases. An order for relief in each of the Debtors was entered by the Court on March 4, 2013, which converted the involuntary cases to voluntary Chapter 11 cases. Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L. Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST, COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM DOLL LLP, in Lexington, Ky., represent the Debtors as counsel. Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as counsel. Sturgill, Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the Official Committee of Unsecured Creditors as local counsel. Judge Tracey N. Wise approved on Oct. 3, 2013, the adequacy of the Disclosure Statement explaining the Joint Chapter 11 Plan of Trinity Coal. With this development, the Debtors are now permitted to solicit acceptances of their Plan. TUSCANY INT'L: Fitch Lowers Issuer Default Ratings to 'B-' ---------------------------------------------------------- Fitch Ratings has downgraded Tuscany International Drilling Inc.'s foreign and local currency Issuer Default Ratings (IDRs) to 'B-' from 'B+'. The Rating Outlook is Negative. Rating Drivers: The rating downgrade reflects Tuscany's limited liquidity position and its difficulties lowering leverage levels to be in line with Fitch's expectations due to drilling rigs coming out of contract as well as a contained number of unexpectedly contract cancellations. These events have hindered the company's ability to generate cash flow from operations as a large number of drilling rigs remain idle. Tuscany's ratings reflect the company's experienced management team and a technologically advanced asset fleet, which is either new or has been recently refurbished, and gives the company a competitive advantage. The ratings also incorporate a degree of counterparty credit risk in its diversified customer base, a relatively small rig fleet, and exposure to the cyclical and competitive onshore drilling industry. High Leverage: Tuscany's reported leverage for the last 12 months ended June 30, 2013 of approximately 5.2 times (x) is considered high. Going forward, leverage might marginally decline overtime if the company is successful at increasing its utilization rate at unchanged day rates. Tuscany's EBITDA, initially expected to reach USD70 million by 2013, is now expected to range between USD50 and USD60 million, assuming the company progressively increases its utilization rate to levels similar to those evidenced in 2012 of approximately 75% and average day rates range between USD25 thousand and USD30 thousand. For the last 12 months (LTM) ended June 30, 2013, the company reported an adjusted EBTIDA of approximately USD49 million. Total consolidated debt as of the same date was approximately USD256 million, of which the majority corresponded to a term loan used to finance acquisitions during 2011 and an existing revolving credit facility. Limited Liquidity Position: Tuscany liquidity position is weak and supported by its cash position of approximately USD10 million as of June 30, 2013. Also, as of June 30, 2013, the company had fully drawn its revolving credit facility of USD45 million. This revolving line of credit expires on Sept. 15, 2015 and the long term credit facility amortizes through Sept. 14, 2017. Absent a significant increase in utilization rates during the next 12 to 18 months from current levels, Tuscany will have difficulties accumulating the sufficient funds from its operating activities to meet the payment on its financial obligations. Smaller Fleet Size and Customer Base: The company's rig fleet is relatively small with 37 onshore drilling rigs, which limits operational diversification as well as the ability to serve larger, financially stronger oil companies and their demand for rigs. Tuscany's small fleet size exposes the company to operational issues surrounding a particular rig, specifically those that are more technologically advanced and receive higher day rates. Tuscany has exposure to customers that tend to have a lower credit quality, which adds to counter party risk. The majority of Tuscany's revenues are generated from small to medium sized independent oil and gas companies, which in general are more sensitive to oil price volatility when compared with larger, integrated oil and gas companies. Cyclical and Competitive Industry: Tuscany's cash flow generation ability is exposed to oil price volatility as a substantial decrease in oil prices could reduce the exploration activity of its counterparties and lower demand for rigs. A sustained downturn in day rates and utilization levels could affect Tuscany's ability to generate cash flow from operations and pressure its ratings. The drilling market is highly competitive and is characterized by short-term contracts. Companies in the sector tend to have short-term contract backlogs of one to two years, yet have built long-term relationships with their client base. Tuscany's contract backlog is small given the company's short history. The company is expected to concentrate on building long-term commercial relationships in the short to medium term. A possible deterioration in customer credit quality remains a concern, although this risk is somewhat mitigated by reasonable customer diversification. Rating Sensitivity: Catalysts for a negative rating action include a significant deterioration of the company's rig fleet utilization levels, coupled with lower than expected day rates, which could lower EBITDA and deteriorate the company's credit quality. The company's ratings could also be downgraded if the company's debt and coverage ratios do not improve in line with Fitch's expectations. A positive rating action could result from the satisfactory consolidation of the company current business, higher level of medium-term contracts with solid counterparts. UNIFIED 2020: Chapter 11 Trustee Hires Marshall Firm ---------------------------------------------------- Daniel J. Sherman, the Chapter 11 trustee of Unified 2020 Realty Partners, LP, seeks permission from the Hon. Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas to employ The Marshall Firm to provide legal services regarding the challenge of the taxable value of 2020 Live Oak, Dallas, Texas. Marshall Firm will assist the Trustee in maximizing the value of the Debtor's Estate, as stated in the Engagement Letter, including, as reasonably requested: representing the Trustee in challenging the taxable value of the Property for 2011, 2012 and 2013. As set forth in the Engagement Letter, if the challenge to the taxable value of the Property for the tax years 2011, 2012 and 2013 is settled early in the litigation process, without the need to engage in discovery, mediation, or pre-trial motions or preparation, the fee to be charged by Marshall Firm will be a flat fee of $8,000, to be paid out of the proceeds from the tax savings. If Marshall Firm engages in the discovery process, mediation or pre-trial preparation, The Marshall Firm's fees are $275 per hour, plus any actual expenses incurred in furtherance of the representation. Marshall Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason C. Marshall, managing partner of Marshall Firm, 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 Dec. 5, 2013, at 9:30 a.m. Marshall Firm can be reached at: Jason C. Marshall, Esq. THE MARSHALL FIRM 302 N. Market, Suite #510 Dallas, TX 75202 Tel: (214) 742-4800 Fax: (214) 452-9064 E-mail: jmarshall@marshall-firm.com 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. VELTI INC: Section 341(a) Meeting Set on December 2 --------------------------------------------------- A meeting of creditors in the bankruptcy case of Velti Inc. will be held on Dec. 2, 2013, at 1:00 p.m. in Room 5209 of the J. Caleb Boggs Federal Building, 844 King Street, Wilmington, Delaware This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Velti Inc. Velti Inc., a provider of technology for marketing on mobile devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13- bk-12878) on Nov. 4. DLA PIPER LLP (US) serves as the Debtor's counsel. BMC Group, Inc., is the Debtor's claims agent. Judge Peter J. Walsh presides over the case. Velti Inc., a San Francisco-based unit of Velti Plc, listed assets of as much $50 million and debt of as much as $100 million in Chapter 11 documents filed this week. Its Air2Web Inc. unit, based in Atlanta, also sought creditor protection. Velti Plc, which trades on the Nasdaq Stock Market, isn't part of the bankruptcy process. Operations in the U.K., Greece, India, China, Brazil, Russia, the United Arab Emirates and elsewhere outside the U.S. will continue as usual. WESTGATE NURSING HOME: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Westgate Nursing Home Inc. 525 Beahan Road Rochester, NY 14624 Case No.: 13-21665 Chapter 11 Petition Date: November 12, 2013 Court: United States Bankruptcy Court Western District of New York (Rochester) Judge: Hon. Paul R. Warren Debtor's Counsel: Gary A. Christiano, Esq. 350 Reynolds Arcade 16 East Main Street Rochester, NY 14614 Tel: (585) 232-5768 Fax: (585) 232-4004 Email: gchristiano@choiceonemail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dennis J. Christiano, Sr., president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. ZOGENIX INC: Offering $60 Million Worth of Common Shares -------------------------------------------------------- Zogenix, Inc., has priced an underwritten public offering of 26,666,667 shares of its common stock at a price to the public of $2.25 per share. Net proceeds, after underwriting discounts and commissions and estimated offering costs, are expected to be approximately $56 million. Zogenix intends to use the net proceeds from the offering to fund pre-commercialization and commercialization activities for ZohydroTM ER, additional development activities of Zohydro ER and ReldayTM, and for working capital and other general corporate purposes. Zogenix may also use a portion of the net proceeds to in-license, acquire or invest in complementary businesses or products. Zogenix has granted the underwriters a 30-day option to purchase up to 4,000,000 additional shares of common stock to cover over- allotments, if any. The offering is expected to close on or about Nov. 12, 2013, subject to satisfaction of customary closing conditions. Stifel, Leerink Swann LLC and Wells Fargo Securities, LLC, are acting as book-running managers for the offering. Oppenheimer & Co. and William Blair & Company, L.L.C., are acting as co-managers for the offering. Terminates Cantor Agreement On Nov. 5, 2013, Zogenix gave notice to Cantor Fitzgerald & Co. that it was terminating its Controlled Equity OfferingSM Sales Agreement, dated March 27, 2013, pursuant to Section 12(b) of the Cantor Agreement. The Company elected to terminate the Cantor Agreement in order to sell shares of its common stock, par value $0.001 per share, which were otherwise reserved for issuance pursuant to the Cantor Agreement, in an underwritten offering. The termination of the Cantor Agreement will be effective on Nov. 16, 2013. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and lack of sufficient working capital which raise substantial doubt about the Company's ability to continue as a going concern. Zogenix incurred a net loss of $47.38 million in 2012, as compared with a net loss of $83.90 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $54.63 million in total assets, $68.52 million in total liabilities and a $13.88 million total stockholders' deficit. * In SAC Case, Judge Won't Decide on Deal Until as Late as March ---------------------------------------------------------------- Christopher M. Matthews, writing for The Wall Street Journal, reported that the case was a decade in the making, but SAC Capital Advisors LP and the Department of Justice will have to wait a little longer to find out whether a federal judge accepts their landmark settlement. According to the report, hedge-fund giant SAC pleaded guilty on Nov. 8, accepting responsibility for insider trading by at least six of its employees over the past 10 years, an admission that could cost the firm $1.8 billion in civil and criminal penalties. But U.S. District Judge Laura Swain deferred until March a decision about whether she would accept the plea deal and allow the settlement to go forward. If she rejects the terms, SAC would have the authority to withdraw its guilty plea, in which case it would once again be under federal indictment. Judge Swain, known as a careful and deliberate jurist, sat dispassionately through the roughly hourlong proceeding, occasionally asking the lawyers questions about the settlement terms, the report related. At the end, she said she wanted to take time to review the plea agreement and a report to be filed by the federal probation office, among other things, before making a decision. "On behalf of SAC, I want to express our deep remorse for the misconduct of each individual who broke the law while employed at SAC," said SAC General Counsel Peter Nussbaum during the hearing, the report further related. "This happened on our watch, and we are responsible for that misconduct." The admission followed years of denials from the firm, the report said. In the meantime, the Federal Bureau of Investigation and the Manhattan U.S. attorney's office brought dozens of insider- trading cases and charged eight current and former SAC employees, six of whom have pleaded guilty. The stream of cases culminated in the past two week's groundbreaking settlement. * Apple Credit Union Outlines Key Issues in Housing Finance Reform ------------------------------------------------------------------ Apple Federal Credit Union on Nov. 8 disclosed that at a hearing before the Senate Banking Committee on Nov. 5, John Harwell, associate vice president of risk management for Apple Federal Credit Union (Apple), emphasized the importance of consumer access to housing loans and other important points as the committee heard testimony from the credit union industry on secondary mortgage markets. This testimony is in relation to the government's consideration of how to prevent another financial crisis like the one in 2008 that resulted in banks defaulting and consumers losing their homes to foreclosure, as tax payers were forced to bail out the big bank culprits. Specifically, Harwell's testimony addressed provisions in S. 1217, the "Housing Finance Reform and Taxpayer Protection Act of 2013." "When the government is considering major changes in the way financial institutions provide loans, they need to know how the industry is impacted and in turn how consumers could be affected," explained Harwell. He shared six key points that are of concern to Apple and the credit union industry. -- Consumers, especially in rural areas, will have less access to loans or will have to pay more for them if credit unions and community banks can't mitigate their risk in secondary markets. Credit unions hedge against interest rate risk in part by selling products for securitization on the secondary market--a key component of safety and soundness. Mr. Harwell emphasized that lenders must have unfettered access to secondary market sources, including Fannie Mae, Freddie Mac, Ginnie Mae and Federal Home Loan Banks as they are valuable partners for credit unions who seek to hedge interest rate risks by selling their fixed-rate mortgages to them on the secondary market. This allows credit unions to better manage risk and reinvest those funds into their membership by offering new loan products or additional forms of financial services. -- Credit unions need to preserve their servicing rights, meaning they will continue to work directly with their members, rather than the second mortgages being serviced by Freddie Mac or others. Harwell told the committee that credit unions want to ensure that relationships with their members are maintained, as that is a key differentiator between credit unions and banks. -- Consumers will be required to pay higher costs for credit if fees for small lenders to join the proposed Federal Mortgage Insurance Corporation (similar to FDIC or NCUA) to insure small lenders is too high. Small lenders will be forced to pass along these fees to customers. -- Credit unions need flexible underwriting standards that will allow them to decide how best to serve their members and the level of risk that is appropriate in making loans. These standards translate into fair pricing and fee structures that reward loan quality. Because credit unions originate a relatively few number of loans compared to others in the marketplace--they cannot support a pricing structure based on loan volume, institution asset size, or any other geopolitical issue that will lend itself to discrimination and disadvantage their members-owners. -- Because Congress cannot flip a switch and turn off access to the secondary market, adequate transition time to a new housing finance model is necessary. If Congress chooses to do away with Fannie and Freddie, both entities should be allowed to remain in operation until the new entity is up and running, with a six month overlap. If the new entity is not ready then lenders may be afraid to sell to the secondary market and that means consumers may not have access to mortgage loans. -- An explicit government guarantee on mortgage backed securities is important to provide certainty to the market, especially for investors who will need to be enticed to invest in these securities and facilitate the flow of liquidity in times of economic uncertainty. Without the government guarantee many small lenders will stop making mortgage loans and that will drive up the cost of credit and make it harder for consumers in rural areas to get mortgage loans. "Consumers and industry have a lot at stake as the government determines how it will reform the home mortgage market," says Mr. Harwell. "At Apple, we are watching the wrangling of the government and providing insight on how changes will impact both of these stakeholder groups." Apple Federal Credit Union's Mission: Through a lifelong partnership with anyone touched by education, Apple FCU helps members achieve their dreams by offering competitive financial solutions, with dedicated personal service. Apple exists, not for profit, but for the benefit of its members. * U.S. Junk Default Rate Declines to 2.5% in October ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that turnaround professions face continuing underemployment because "ample market liquidity continues to support our low default outlook," Moody's Investors Service said in a Nov. 8 report. According to the report, the worldwide default rate on junk-rated debt remained at 2.8 percent in October, unchanged from September. Last year, the junk default rate was 3.2 percent. In the U.S., the default rate on junk ended October at 2.5 percent, down 0.1 percent from the month before, Moody's said. Last year at this time, the U.S. default rate was 3.6 percent. Moody's predicted that the global junk default rate will end 2013 at 2.8 percent and decline to 2.4 percent by October 2014. * Obama to Nominate Massad to Head CFTC --------------------------------------- Andrew Ackerman, writing for The Wall Street Journal, reported that President Barack Obama will nominate Timothy Massad, a senior Treasury Department official, to head the Commodity Futures Trading Commission, according to a White House official. The WSJ report related that Mr. Obama plans to nominate Mr. Massad, who has run the government's Troubled Asset Relief Program for the past three years, at a White House event on Nov. 12. If confirmed by the Senate, Mr. Massad would fill the role vacated by Gary Gensler, who plans to step down as CFTC chairman when his successor is confirmed but no later than Jan. 3. Mr. Gensler's term officially ended last year, the report said. The five-member CFTC has been operating with just four commissioners since Republican Jill Sommers stepped down earlier this year, according to the report. Another commissioner, Democrat Bart Chilton, last week announced plans to leave before year-end. The Senate has yet to confirm Republican J. Christopher Giancarlo to succeed Ms. Sommers, and the pending departures of Messrs. Gensler and Chilton could leave the CFTC with just two commissioners -- Republican Scott O'Malia and Democrat Mark Wetjen. Senate aides have said they expect Congress to simultaneously move the nominations of Mr. Giancarlo and whomever the White House nominated to succeed Mr. Gensler. Among Mr. Massad's biggest challenges would be completing and implementing the derivatives overhaul ushered in as part of the 2010 Dodd-Frank financial law and ensuring the agency has enough resources to enforce the rules it is writing, the report said. A White House official said Mr. Obama on Nov. 12 is expected to call on Congress to "stop underfunding agencies like the CFTC that are responsible for putting new rules in place to prevent some of the reckless and irresponsible practices that caused the financial crisis." * Big Law Mergers Turn Off Clients ---------------------------------- Jennifer Smith, writing for The Wall Street Journal, reported that when it comes to law firms, bigger may not always be better. According to the report, a wave of legal tie-ups has created a fleet of supersize law firms with offices around the world, and more are in the works this fall. Partners at cross-border entity Dentons and U.S. firm McKenna Long & Aldridge LLP, for example, are poised to vote on a union that would produce one of the top three global law firms by head count, the report related. Recent merger talks between two big U.S. firms?Orrick, Herrington & Sutcliffe LLP and Pillsbury Winthrop Shaw Pittman LLP -- could lead to the creation of another big player. But law firms with the urge to merge might check with their clients first. Some top legal officers at Fortune 100 companies say the consolidation craze leaves them cold. Others remain agnostic, but point out that size or geographic reach is no guarantee of quality, the report further related. And they caution that megamergers can bring unwelcome distractions that sometimes reduce efficiency, and increase legal bills. "I'm pretty skeptical about the value these big mergers give to clients," said Robert Weber, general counsel for International Business Machines Corp., the report cited. * Benjamin Stewart Joins Bailey Brauer Law Firm as Counsel ---------------------------------------------------------- Bailey Brauer PLLC, a complex commercial litigation and appellate boutique, on Nov. 11 disclosed that Benjamin L. Stewart has joined the firm as Counsel. Mr. Stewart represents corporate clients and individuals in complex commercial and bankruptcy litigation matters. He has successfully litigated cases in federal courts in Texas, Colorado and Delaware and in state courts throughout Texas. Mr. Stewart has also assisted companies with internal and government investigations, including responding to civil investigative demands from the U.S. Securities and Exchange Commission and the U.S. Commodity Futures Trading Commission. "Ben brings experience and skills far beyond his years," says Bailey Brauer co-founder Alex Brauer. "He has the creativity and depth of expertise our clients need, and we're excited to have him join us." Mr. Brauer and Mr. Stewart met in 2008, when a client they both represented filed for bankruptcy. Mr. Stewart's firm at the time, Weil Gotshal & Manges, served as bankruptcy counsel. "We found ourselves together in court on that matter quite a few times, and it became clear that we wanted to work with Ben again," says Bailey Brauer co-founder Clayton Bailey. "We've kept in touch over the years, and now is the perfect time for him to come on-board." Mr. Stewart is a member of the Federal Bar Association and serves on the Publications Committee of the Younger Lawyers Division of the FBA. He is also a member of the Texas Bar Foundation and volunteers with Texas Lawyers for Texas Veterans. Mr. Stewart received a Bachelor of Arts in 2001 from East Texas Baptist University. He earned his law degree in 2004 from Columbia Law School, where he was a Harlan Fiske Stone Scholar and served as a moot court editor and judge. "I'm delighted to be joining forces with Bailey Brauer," Mr. Stewart says. "I look forward to a long and mutually beneficial relationship that adds value for all of our clients." Bailey Brauer PLLC -- http://www.baileybrauer.com-- is a law firm that focuses on complex commercial litigation, agribusiness, appeals, and class and collective actions. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Paula Bruce Bankr. N.D. Cal. Case No. 13-32427 Chapter 11 Petition filed November 6, 2013 In re Jamal Saleh Bankr. M.D. Fla. Case No. 13-06631 Chapter 11 Petition filed November 6, 2013 In re Geny Lima Bankr. S.D. Fla. Case No. 13-36823 Chapter 11 Petition filed November 6, 2013 In re Hongyan Gao Bankr. D. Md. Case No. 13-28875 Chapter 11 Petition filed November 6, 2013 In re Kevin Boutin Bankr. N.D. Miss. Case No. 13-14699 Chapter 11 Petition filed November 6, 2013 In re Knox Installation - Dismantling and Serv Bankr. D. Nev. Case No. 13-19377 Chapter 11 Petition filed November 6, 2013 See http://bankrupt.com/misc/nvb13-19377.pdf represented by: Richard McKnight, Esq. THE MCKNIGHT LAW FIRM, PLLC E-mail: rmcknight@lawlasvegas.com In re High Street Center, LLC Bankr. D.N.J. Case No. 13-34449 Chapter 11 Petition filed November 6, 2013 See http://bankrupt.com/misc/njb13-34449.pdf represented by: Bunce Atkinson, Esq. ATKINSON & DEBARTOLO, P.C. E-mail: bunceatkinson@aol.com In re Eduardo Ruiz Valentin Bankr. D.P.R. Case No. 13-09274 Chapter 11 Petition filed November 6, 2013 In re IOP, LLC aka Ireland's Own Bankr. E.D. Va. Case No. 13-15004 Chapter 11 Petition filed November 6, 2013 See http://bankrupt.com/misc/vaeb13-15004.pdf represented by: George LeRoy Moran, Esq. MORAN MONFORT, P.L.C. E-mail: glmoran@yahoo.com In re Miller Powell Group Group LLC. Bankr. N.D. Ala. Case No. 13-05000 Chapter 11 Petition filed November 7, 2013 See http://bankrupt.com/misc/alnb13-05000.pdf represented by: George Babakitis, Esq. E-mail: gbabakitis@aol.com In re Alex Martinez Bankr. C.D. Cal. Case No. 13-17106 Chapter 11 Petition filed November 7, 2013 In re CIAJ Davis Land & Cattle Company, Inc. dba Oggi's Garden Grove Bankr. C.D. Cal. Case No. 13-19146 Chapter 11 Petition filed November 7, 2013 See http://bankrupt.com/misc/cacb13-19146.pdf represented by: Vanessa M. Haberbush, Esq. HABERBUSH & ASSOCIATES, LLP E-mail: vhaberbush@lbinsolvency.com In re Alfred Alvarez Bankr. D. Conn. Case No. 13-32136 Chapter 11 Petition filed November 7, 2013 In re Boutique Lounges, LLC dba Recess Recess Bar Recess Tapas Lounge Recess Lounge Recess Tapas Bankr. D. D.C. Case No. 13-00703 Chapter 11 Petition filed November 7, 2013 See http://bankrupt.com/misc/dcb13-00703.pdf represented by: Steven H. Greenfeld, Esq. COHEN, BALDINGER & GREENFELD LLC E-mail: steveng@cohenbaldinger.com In re AMA Enterprise, LLC Bankr. S.D. Fla. Case No. 13-36898 Chapter 11 Petition filed November 7, 2013 See http://bankrupt.com/misc/flsb13-36898.pdf represented by: Stephen P. Orchard, Esq. LAW OFFICES OF STEPHEN ORCHARD E-mail: sporchard@orchardlaw.com In re Little John Restaurant Group, Inc. dba Shooters Restaurant and Sports Bar Bankr. D. Mass. Case No. 13-16517 Chapter 11 Petition filed November 7, 2013 See http://bankrupt.com/misc/mab13-16517.pdf represented by: Marques Lipton, Esq. THE LAW OFFICES OF TIMOTHY M. MAUSER E-mail: mlipton@mauserlaw.com In re Raymon K. Nelson, M.D., P.A. Classic Cardiology, Inc. Bankr. D. Md. Case No. 13-28961 Chapter 11 Petition filed November 7, 2013 See http://bankrupt.com/misc/mdb13-28961.pdf represented by: William C. Johnson, Jr., Esq. LAW OFFICES OF WILLIAM JOHNSON E-mail: wcjjatty@yahoo.com In re RIH Propco NJ, LLC Bankr. D.N.J. Case No. 13-34484 Chapter 11 Petition filed November 7, 2013 See http://bankrupt.com/misc/njb13-34484.pdf represented by: Michael D. Sirota, Esq. COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. E-mail: msirota@coleschotz.com In re 9521 Church Avenue Realty Corp. Bankr. E.D.N.Y. Case No. 13-46696 Chapter 11 Petition filed November 7, 2013 See http://bankrupt.com/misc/nyeb13-46696.pdf represented by: Nestor Rosado, Esq. LAW OFFICE OF NESTOR ROSADO, P.C. E-mail: neslaw2@msn.com In re Seongjun Kim Bankr. E.D.N.Y. Case No. 13-75655 Chapter 11 Petition filed November 7, 2013 In re Oxnard Gas Station, Inc. dba Oxnard 76 Oxnard Gas Station 76 Oxnard Valero Bankr. C.D. Cal. Case No. 13-17114 Chapter 11 Petition filed November 8, 2013 See http://bankrupt.com/misc/cacb13-17114.pdf represented by: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER, APC E-mail: ray@averlaw.com In re Mammalucco's, Inc. Bankr. C.D. Cal. Case No. 13-19184 Chapter 11 Petition filed November 8, 2013 See http://bankrupt.com/misc/cacb13-19184.pdf represented by: Michael G. Spector, Esq. LAW OFFICES OF MICHAEL G. SPECTOR E-mail: mgspector@aol.com In re Angelica Flores Bankr. C.D. Cal. Case No. 13-37069 Chapter 11 Petition filed November 8, 2013 In re Michael Artmore Bankr. N.D. Cal. Case No. 13-55895 Chapter 11 Petition filed November 8, 2013 In re Luz Roa Bankr. M.D. Fla. Case No. 13-13816 Chapter 11 Petition filed November 8, 2013 In re Kuhio Banyan Lease Extension Accommodator, Inc. Bankr. D. Hawaii Case No. 13-01821 Chapter 11 Petition filed November 8, 2013 See http://bankrupt.com/misc/hib13-01821.pdf represented by: Jerrold K. Guben, Esq. O'CONNOR PLAYDON & GUBEN, LLP E-mail: jkg@opglaw.com In re Christopher Jones Bankr. N.D. Ill. Case No. 13-43721 Chapter 11 Petition filed November 8, 2013 In re Generations Family Limited Partnership Bankr. N.D. Ind. Case No. 13-13355 Chapter 11 Petition filed November 8, 2013 See http://bankrupt.com/misc/innb13-13355.pdf represented by: Robert L. Nicholson, Esq. CARSON BOXBERGER, LLP E-mail: nicholson@carsonboxberger.com In re Jose Norford Bankr. D. Mass. Case No. 13-42859 Chapter 11 Petition filed November 8, 2013 In re Michael Gilbertson Bankr. D. Minn. Case No. 13-35384 Chapter 11 Petition filed November 8, 2013 In re NTC, Transportation, Inc. dba NTC, Inc. Bankr. N.D. Miss. Case No. 13-14728 Chapter 11 Petition filed November 8, 2013 See http://bankrupt.com/misc/msnb13-14728.pdf represented by: Bryant D. Guy, Esq. BRYANT D. GUY ATTORNEY AT LAW, PLLC E-mail: bdguylaw@yahoo.com In re Stephen Gill Bankr. D. N.M. Case No. 13-13659 Chapter 11 Petition filed November 8, 2013 In re Jorge Perez Cisneros Sigarreta Bankr. D.P.R. Case No. 13-09361 Chapter 11 Petition filed November 8, 2013 In re Hecho A Mano, Inc. Bankr. D.P.R. Case No. 13-09377 Chapter 11 Petition filed November 8, 2013 See http://bankrupt.com/misc/prb13-09377.pdf represented by: Hector Juan Figueroa Vincenty, Esq. EL BUFETE DEL PUEBLO, P.S.C. E-mail: quiebras@elbufetedelpueblo.com ********* 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 ***