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/raid1/www/Hosts/bankrupt/TCR_Public/131216.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 16, 2013, Vol. 17, No. 348 Headlines 1250 OCEANSIDE PARTNERS: Plan Slated for Confirmation in March 1615 SYCAMORE: Case Summary & 6 Unsecured Creditors 22ND CENTURY: Appoints Richard Sanders to Board of Directors ABC MANUFACTURING: Under Control of Court Receiver ALION SCIENCE: Sells 925,172 Common Shares to ESOP Trust ALLY FINANCIAL: S&P Raises ICR to 'BB' on Rescap Settlement ALPHA NATURAL: S&P Assigns 'B-' Rating to Proposed $250MM Notes AMERICAN AIRLINES: Reports November 2013 Revenue, Traffic Results AMINCOR INC: Unit Has Agreement to Service 550 Properties ARAMARK HOLDINGS: S&P Raises Corp. Credit Rating to 'BB' Over IPO ARCH COAL: S&P Assigns 'CCC+' Rating to Proposed $300MM Sr. Notes ARTEL LLC: S&P Lowers Corporate Credit Rating to 'CCC+' B S HAND & SONS: Case Summary & 20 Largest Unsecured Creditors BERNARD L. MADOFF: Who Benefits From JPMorgan's Deal Uncertain BERRY PLASTICS: Widens Net Income to $57 Million in Fiscal 2013 BERRY PLASTICS: Unit Plans to Obtain $1.1 Billion Term Loans BG MEDICINE: CMS Issues 2014 Medicare Limitation for Galectin-3 BION ENVIRONMENTAL: Key Projects in Pennsylvania and Midwest BON-TON STORES: Files Form 10-Q, Incurs $931,000 Net Loss in Q3 BOULDER BRANDS: S&P Retains 'B+' Rating Following $25MM Term Loan BROWN HAND: Northstar Selected as Winning Bidder for Business CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off CAMARILLO PLAZA: Court Confirms Third Amended Plan CAPITOL BANCORP: Suspension Motion Filed, Approved CARLYLE STATION: Case Summary & 20 Largest Unsecured Creditors CELL THERAPEUTICS: Registers 679,040 Common Shares with SEC CELL THERAPEUTICS: Baxter May Sell 15.6 Million Common Shares CHRIST HOSPITAL: Property Is Sold Free of Economic Tort Claims CIMARRON CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors COASTAL CONDOS: Files Second Amended Bankruptcy-Exit Plan COMMERCIAL VEHICLE: S&P Revises Outlook to Neg. & Affirms 'B' CCR COMPETITIVE TECHNOLOGIES: Files Copy of Presentation with SEC CREATION'S GARDEN: Final DIP Hearing Slated for Dec. 17 CUI GLOBAL: Stockholders Elect Three Directors CUMULUS MEDIA: Units Ink $50MM Securitization Facility with GE CYCLONE POWER: GEL Properties Buys $50,000 Convertible Note DEWEY & LEBOEUF: Can Subpoena Law Firms In Partner Bonus Disputes DUMA ENERGY: Hydrocarb No Longer a Shareholder EDENOR SA: Marcela Sacavini Quits as Director EDENOR SA: Pampa Holds 4.7% of Shares Outstanding as of Dec. 11 EDISON MISSION: Faces Second Environmental Action ELEPHANT TALK: Has Until Jan. 31 to Retain NYSE Compliance ELEPHANT TALK: Inks New Terms of Employment for CEO and President EMPIRE RESORTS: Registers 1.1 Million Shares for Resale EQUIPOWER RESOURCES: S&P Affirms 'BB' Rating on $1.4BB Loans FNBH BANCORP: Issues $17.5 Million Worth of Preferred Shares FREDERICK'S OF HOLLYWOOD: Incurs $7.7MM Net Loss in Oct. 26 Qtr. FREESEAS INC: Insurers to Pay $1.1-Mil. for Hijacked Vessel GETTY IMAGES: Bank Debt Trades at 8% Off GORDIAN MEDICAL: Confirmation Hearing Continued to Jan. 15 GORDON PROPERTIES: Hearing on DIP Loan Continued Until Dec. 17 GREEN EARTH: Stockholders Elect Two Directors GREEN FIELD ENERGY: Was Talking Debt Swap With Noteholders GSC GROUP: Manzo, Capstone, Kaye Scholer Docked for Fees GYMBOREE CORP: Bank Debt Trades at 3% Off HARVEST OPERATIONS: S&P Lowers CCR to 'B+'; Outlook Negative HOSPITALITY STAFFING: $23-Mil. Sale Gets Judge's Approval HOUSTON REGIONAL: Rockets Take Lead Role in Sports Network HOVNANIAN ENTERPRISES: Posts $32.8 Million Net Income in Q4 IBAHN CORP: Seeks Approval of Incentive Plan for 3 Officers IDERA PHARMACEUTICALS: Integrated Core Holds 5.1% Equity Stake IOWORLDMEDIA INC: Incurs $2.2 Million Net Loss in Third Quarter IPAYMENT INC: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg. JACKSONVILLE BANCORP: Appoints Kendall Spencer a Pres. & CEO J.C. PENNEY: Bank Debt Trades at 2% Off K & N TRUCKING: Case Summary & 20 Largest Unsecured Creditors K-V PHARMACEUTICALS: FDA Encouraged Illegal Compounding KAMAN CORP: S&P Lowers CCR to 'BB+' & Removes Rating from Watch LEHMAN BROTHERS: Court Disallows $16.8 Million in Claims LEHMAN BROTHERS: To Sell 20% Stake in D.E. Shaw LEHMAN BROTHERS: Liquidators, Australian Creditors Settle Suit LINCOLN PARK: S&P Cuts Gen. Obligation Bonds Rating to 'BB' LONGVIEW POWER: Sues to Reduce Kvaerner, Siemens Liens M*MODAL INC: Bank Debt Trades at 15% Off MAGYAR TELECOM: U.S. Judge Recognizes UK Proceedings MEDASSETS INC: S&P Raises CCR to 'BB-' & Removes Rating from Watch MOBILESMITH INC: Sells Additional $330,000 Convertible Note MONTREAL MAINE: Has Contract to Sell to Fortress for $14-Mil. MOTORS LIQUIDATION: To Pay Special Excess Distribution to DTC MRS. WHEAT'S: Voluntary Chapter 11 Case Summary MUSCLEPHARM CORP: Board OKs New $5-Mil. Share Repurchase Program NIB ASSOCIATES: Voluntary Chapter 11 Case Summary OCZ TECHNOLOGY: Proposes Bonuses for Beating Offer From Toshiba OCZ TECHNOLOGY: Auction Terms Chill Bidding, Trustee Says OKI JAPANESE: Soon to Reopen Under New Owner ORCHARD SUPPLY: $8M Tax Debt Spurs IRS Objection to Ch. 11 Plan ORCO PROPERTY: Kingstown Slams CEO Ott, 31% Shareholder Vitek ORMET CORP: Interim Wind Down Plan Approved PALM TERRACE: Voluntary Chapter 11 Case Summary PEREGRINE FINANCIAL: Trustee Seeks to Return $41-Mil. to Clients PHYSIOTHERAPY HOLDINGS: Objections to Plan Confirmation Filed POSITIVEID CORP: Talks About M-Band at SmallCapVoice Interview PREFERRED PROPPANTS: Cut by S&P to 'D' on Missed Interest Payment QUALITY STORES: Asks High Court to Affirm $1-Mil. Tax Refund REAL ESTATE HOLDINGS: Case Summary & 17 Top Unsecured Creditors RES-CARE INC: S&P Raises CCR to 'BB-' & Removes Rating from Watch RESIDENTIAL CAPITAL: Court Confirms Second Amended Ch. 11 Plan RESIDENTIAL CAPITAL: Seeks to Establish Disputed Claims Reserve RESIDENTIAL CAPITAL: Eskanoses' $265-Mil. Claim Disallowed RESIDENTIAL CAPITAL: Kramer Levin Represents Creditor's Committee REST ASSURED SLEEP: Case Summary & 20 Largest Unsecured Creditors RFS CORP: Reorganized Company Loses $37-Mil. Tax Refund Bid RICEBRAN TECHNOLOGIES: Amends 1.7 Million Shares Prospectus RISA MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors ROSETTA RESOURCES: S&P Raises CCR to 'BB-' & Removes from Watch RP CROWN: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable RUE21 INC: Bank Debt Trades at 17% Off SIGN SPEC: Case Summary & 7 Largest Unsecured Creditors SIMMONS FOODS: S&P Raises CCR to 'B-' on Refinancing SMART & FINAL: S&P Affirms 'B' CCR Over Term Loan Amendment SOLAR POWER: Director Stephen Kircher Quits STEEL CITY: Voluntary Chapter 11 Case Summary STOCKTON, CA: Plan Slated for Confirmation in March TELESAT HOLDINGS: S&P Raises CCR to 'BB-' and Removes From Watch TESORO LOGISTICS: S&P Affirms BB- Rating on $350MM Unsecured Notes TEXAS COMMUNITY BANK: Shuttered, FDIC Tapped as Receiver THELEN LLP: NY Appeals Court Will Hear Fee Dispute with Seyfarth THOMAS PROPERTIES: CalSTRS Approves Proposed Merger with Parkway TLO LLC: Judge Overrules Objections to $154-Mil. Bankruptcy Sale TOYS R US: 2016 Bank Debt Trades at 7% Off TOYS R US: 2019 Bank Debt Trades at 3% Off TRONOX INC: Kerr-McGee's Spinoff Ruled Intentional Fraud TXU CORP: 2014 Bank Debt Trades at 29% Off TXU CORP: 2017 Bank Debt Trades at 30% Off UNITEK GLOBAL: Director Elected at Annual Meeting VALWOOD ACRES: Case Summary & 9 Unsecured Creditors VELTI INC: Hires Deloitte FAS as Financial Advisor VELTI INC: Creditors' Panel Hires Asgaard Capital as Advisor VELTI INC: Creditors' Panel Taps McGuireWoods LLP as Lead Counsel VELTI INC: Creditors' Panel Hires Morris Nichols as Co-Counsel VIGGLE INC: Partners with Scripps Networks WARNER MUSIC: Incurs $198 Million Net Loss in Fiscal 2013 WOLF MOUNTAIN: Voluntary Chapter 11 Case Summary YRC WORLDWIDE: Solus Has 9.6% of Total Equity as of Dec. 9 Z TRIM HOLDINGS: Five Directors Elected at Annual Meeting ZACKY FARMS: Settles Again with Owners, Confirms Plan ZOGENIX INC: FDA Approves NDA for Sumavel DosePro * BofA Asks Justices to Resolve Circ. Split on Ch. 7 Liens * IRS Claim Against Debtor Could Be Time-Barred: 6th Circ. * Ninth Circuit Remains Tough on Judicial Estoppel * Banks Add $1.8-Bil. of Mortgage Debt as Volcker Rule Approved * Condensing Store Base in Retail Liquidations May Not Add Value * S&P Says Trial Sought by U.S. on 163 Securities Is Unfair * U.S. Foreclosure Activity Down 15% in November 2013 * Robert Rough Joins TravisWolff's Advisory Practice Group * OFSCap Launches Energy Restructuring Group * BOND PRICING -- For The Week From Dec. 2 to 6, 2013 ********* 1250 OCEANSIDE PARTNERS: Plan Slated for Confirmation in March -------------------------------------------------------------- 1250 Oceanside Partners, owner of the 1,800-acre Hokuli'a development near Kona on the island of Hawaii, scheduled a confirmation hearing for its recently amended plan on the week of March 3, 2014, after winning approval of the explanatory disclosure statement at a hearing on Dec. 9. The judge has ordered the counsel for the plan proponents to submit a proposed order approving the disclosure statement accompanying the Third Amended Plan. The Debtors originally obtained approval of the disclosure statement in October and was slated to present its bankruptcy-exit plan for confirmation in early February. However, the Debtors postponed sending solicitation packages to creditors and instead made revisions to the plan documents in light of recent developments in the Chapter 11 case. Various parties, namely, the White and Davis Creditors, creditor William H. Wilton Living Trust, the Batiste Creditors, and Ackerman Ranch, Inc., filed objections to approval of the new disclosure statement. A copy of the Debtors' omnibus response to those objections is available for free at: http://bankrupt.com/misc/1250_Oceanside_3rdA_DS_Obj_Reply.pdf Third Amended Plan Debtors 1250 Oceanside Partners and Pacific Star Company and co-proponent and lender Sun Kona Finance I, LLC, submitted a Third Amended Plan on Nov. 22, 2013, in light of a lawsuit filed by William Batiste in October. On Oct. 10, 2013, William Batiste and certain other lot owners commenced an adversary proceeding entitled William Batiste, et al., vs. Sun Kona Finance I, LLC, Adv. Proc. No. 13-90068, in the Bankruptcy Court. The suit alleges that Bank of Scotland, SKFI (which acquired the Bank of Scotland loan), and other entities engaged in negligent and willful and wrongful acts that caused harm to lot owners. SKFI does not believe that the claims asserted against SKFI have any merit and intend to vigorously oppose the claims in the lawsuit. In order to prevent a delay in confirmation due to the litigation, the plan proponents say the Third Amended Plan provides for the appropriate treatment of the Class 9 Allowed Oceanside General Unsecured Claims in the event that the Court in the future enters a judgment determining that the SKFI claim should be subordinated in whole or in part (Count I of the Batiste Action), or that the SKFI claim should be reclassified as equity in whole or in part (Count II of the Batiste Action). The plan proponents intend to request that the issues raised by Count III (which seeks to disallow SKFI's claims due to SKFI's failure to adequately support its claims and on other grounds) be resolved by the Court as part of the confirmation process, without prejudice to the Court's resolution of Counts I and II at a later date. The amendments, according to the plan proponents, should allow the confirmation of the Plan in a timely manner, the payment of other allowed claims, and the continued development of the Hokuli'a Project in the best interest of all parties. The Plan provides that the additional capital necessary to emerge from Chapter 11 will be provided by the exit loan from SKFI which will provide the Debtors with a line of credit of up to $65,000,000. Based on the Debtors' projections, the exit loan will allow the Debtor to pay its outstanding administrative claims and cure claims upon emergence, pay all other restructured debts as they become due, and will provide adequate working capital for the Debtors going forward. Because resolution of the Batiste Action may impact the treatment of Class 9 claims, it is anticipated that no distributions will be made on Class 9 Claims until the Batiste Action is resolved. A copy of the Disclosure Statement dated Nov. 22, 2013, is available for free at: http://bankrupt.com/misc/1250_Sun_Kona_DS_112213.pdf About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. 1250 Oceanside Partners, its affiliates and lender Sun Kona Finance I LLC, won court approval of the disclosure statement explaining a reorganization plan that would turn over ownership to its secured lender. Sun Kona would provide a $65 million exit facility to help make payments under the plan and to fund the reorganized company when it leaves court protection. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel. 1615 SYCAMORE: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: 1615 Sycamore Avenue Corp. 1615 Sycamore Avenue Bohemia, NY 11716 Case No.: 13-76200 Chapter 11 Petition Date: December 12, 2013 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S. Trust Debtor's Counsel: Marc A. Pergament, Esq. WEINBERG GROSS & PERGAMENT LLP 400 Garden City Plaza Garden City, NY 11530 Tel: (516) 877-2424 Email: mpergament@wgplaw.com Total Assets: $450,000 Total Liabilities: $5.55 million The petition was signed by Jeffrey Brett, vice president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb13-76200.pdf 22ND CENTURY: Appoints Richard Sanders to Board of Directors ------------------------------------------------------------ Richard M. Sanders has been appointed to 22nd Century Group, Inc.'s Board of Directors, effective Dec. 9, 2013. "We are extremely pleased that Rick is joining our Board of Directors," said Joseph Pandolfino, founder and CEO of 22nd Century Group. "With over 32 years of experience in the tobacco industry, Rick has tremendous knowledge of premium cigarette manufacturing, branding, sales and distribution; his experience will be a tremendous asset to 22nd Century Group as we enter the growth phase of our business both domestically and internationally." From January 2002 until June 2009, Mr. Sanders served as president and CEO of Santa Fe Natural Tobacco Company (SFNTC), a division of Reynolds American, Inc., which manufactures and markets the Natural American Spirit cigarette brand. During his 7-year tenure as head of SFNTC, Mr. Sanders tripled Natural American Spirit's market share and SFNTC's operating earnings and directed the successful expansion of Natural American Spirit into international markets in Western Europe and Asia. RJ Reynolds paid $356 million for SFNTC in 2002; Bonnie Herzog of Wells Fargo Securities recently estimated SFNTC, as standalone business, to be worth $3.7 billion. Natural American Spirit, SFNTC's sole brand, had a 1.2 percent share of the 2012 cigarette market in the U.S., where the vast majority of SFNTC's sales occur. Prior to directing SFNTC's spectacular growth, Mr. Sanders worked for R.J. Reynolds Tobacco Company where he began his career as a marketing assistant in 1977. From 1987 to 2002 he served in a wide spectrum of executive positions including, among others, senior vice president of Marketing and vice president of Strategic Development. Since August 2009, Mr. Sanders has served as a General Partner of Phase One Ventures, LLC, a venture capital firm which focuses on nanotechnology and biotechnology start-up opportunities in New Mexico and surrounding states. A native of Minneapolis, Mr. Sanders earned a bachelor's degree in political science from Hamline University in St. Paul and an MBA from Washington University in St. Louis, Missouri. Mr. Pandolfino added, "With the addition of Mr. Sanders as 22nd Century Group's fifth board member, our Board is once again independent, which is important to our goal of up-listing to a national securities exchange in 2014." About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century incurred a net loss of $6.73 million in 2012, as compared with a net loss of $1.34 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.84 million in total assets, $20.84 million in total liabilities and a $17 million total shareholders' deficit. Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that 22nd Century has suffered recurring losses from operations and as of Dec. 31, 2012, has negative working capital of $3.3 million and a shareholders' deficit of $6.1 million. Additional capital will be required during 2013 in order to satisfy existing current obligations and finance working capital needs as well as additional losses from operations that are expected in 2013. ABC MANUFACTURING: Under Control of Court Receiver -------------------------------------------------- Mark Faulhaber at the Morgan County Herald reports that Judge Mark Fleegle Muskingum County Common Pleas Court in Muskingum County, Ohio, has granted a motion filed by North Valley Bank on Nov. 26 for an appointment of receiver to take possession and control of ABC Manufacturing in Malta. Martin Management Services, a business consulting and support organization located in Columbus, has been appointed as receiver to protect the assets of the company and provide an equitable and orderly distribution to the creditors of the company, according to Morgan County Herald. "This is a difficult time of year for manufacturers of windows. . . Most people are not buying or ordering windows in the wintertime. ABC Manufacturing is currently in a seasonal labor reduction or shutdown mode. As of now ABC's remaining 15 employees are laid off," the report quoted consultant Reg Martin as saying. According to Martin, his organization is doing everything possible to generate new window orders so workers can eventually be called back to work. Meantime, laid off ABC workers can now begin the process of obtaining back-pay they may be owed and or collecting unemployment compensation and the debt to the county could eventually be repaid, the report relates. The report notes that Martin Management Services is attempting to rehabilitate and obtain the highest values for vendors and customers. The plan is to do all that is necessary or appropriate to preserve, protect and maintain the assets to continue the operation of the business, the report relays. Martin plans to complete any and all contracts and provide a reasonable and efficient plan for the continued operation of the company as a going concern or liquidate the assets of the company, the report discloses. "ABC Manufacturing has been struggling for years and the Morgan County commissioners have done their due diligence to keep this company afloat," the report quoted Tim VanHorn, president of the Board of County Commissioners, as saying. "We have gone above and beyond our call of duty to keep jobs in the county," Mr. VanHorn said, the report relates. ALION SCIENCE: Sells 925,172 Common Shares to ESOP Trust -------------------------------------------------------- Alion Science and Technology Corporation, on Dec. 5, 2013, sold approximately 115,354 shares of its common stock to the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the "ESOP Trust") at an average price of $8.10 per share for aggregate proceeds of approximately $934,000. On Dec. 5, 2013, Alion issued approximately 809,818 additional shares to the ESOP Trust effective as of Sept. 30, 2013, at an average price per share of $8.10, as a contribution to the employee stock ownership plan component of the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan. The shares of common stock were offered and sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. About Alion Science Alion Science and Technology Corporation, based in McLean, Virginia, is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include communications, wireless technology, netcentric warfare, modeling and simulation, chemical and biological warfare, program management. Alion Science incurred a net loss of $41.44 million for the year ended Sept. 30, 2012, a net loss of $44.38 million for the year ended Sept. 30, 2011, and a net loss of $15.23 million for the year ended Sept. 30, 2010. As of June 30, 2013, the Company had $632.86 million in total assets, $799.58 million in total liabilities, $111.01 million in redeemable common stock, $20.78 million in common stock warrants, $149,000 in accumulated other comprehensive loss and a $298.37 million accumulated deficit. Bankruptcy Warning The Company said in its annual report for the fiscal year ended Sept. 30, 2012, "Our credit arrangements, including our unsecured and secured note indentures and our revolving credit facility include a number of covenants. We expect to be able to comply with our indenture covenants and our credit facility financial covenants for at least the next twenty-one months. If we were unable to meet financial covenants in our revolving credit facility in the future, we might need to amend the revolving credit facility on less favourable terms. If we were to default under any of the revolving credit facility covenants, we could pursue an amendment or waiver with our existing lenders, but there can be no assurance that lenders would grant an amendment or waiver. In light of current credit market conditions, any such amendment or waiver might be on terms, including additional fees, increased interest rates and other more stringent terms and conditions materially disadvantageous to us. If we were unable to meet these financial covenants in the future and unable to obtain future covenant relief or an appropriate waiver, we could be in default under the revolving credit facility. This could cause all amounts borrowed under it and all underlying letters of credit to become immediately due and payable, expose our assets to seizure, cause a potential cross-default under our indentures and possibly require us to invoke insolvency proceedings including, but not limited to, a voluntary case under the U.S. Bankruptcy Code." ALLY FINANCIAL: S&P Raises ICR to 'BB' on Rescap Settlement ----------------------------------------------------------- Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. Standard & Poor's also raised its ratings on Ally's senior unsecured and secured debt to 'BB' from 'B+', its rating on Ally's subordinated debt to 'B+' from 'B-', and on Ally's preferred stock to 'B' from 'CCC+'. At the same time, Standard & Poor's removed the ratings from CreditWatch with positive implications, where they had been placed May 16, 2013. The outlook is stable. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. Since 2008, Ally's ownership of ResCap has imposed a significant drag on the company's credit profile, both as a cause of significant volatility in Ally's financial performance, and as a source of substantial risk associated with legal claims related to ResCap's mortgage securitization activities between 2004 and 2008. ResCap's bankruptcy filing in May 2012 provided an opportunity for Ally to seek a general release from ResCap-related claims by contributing to a settlement of ResCap's bankruptcy estate. The Dec. 11 approval of ResCap's bankruptcy plan involved cash contributions to the ResCap estate from Ally totaling $2.1 billion, an amount Ally previously accrued for, and has provided the company with a release from direct and third-party claims connected to its ownership of and business dealings with ResCap. In S&P's May 16 research update, Standard & Poor's indicated that Ally's release from such claims would likely lead to a one-notch upgrade, holding other factors constant. The approval of ResCap's bankruptcy plan is one factor contributing to the current upgrade. While working to resolve its ResCap exposure, Ally significantly transformed its business portfolio during 2012 and 2013. At the beginning of 2012, Ally had substantial mortgage operations including ResCap and other mortgage assets, along with material international auto finance operations. To concentrate on its core U.S. auto businesses, while positioning itself to meet regulatory expectations and repay capital to the U.S. government, Ally will have substantially completed the divestment of its noncore international and mortgage operations by 2013 year-end. The process resulted in asset sales by Ally totaling $31 billion, which have contributed to Ally's improved capital and liquidity positions and allowed the company to moderate its reliance on unsecured funding. The stable outlook reflects S&P's expectation that Ally will maintain its market position in the face of cyclical and competitive pressures arising from its concentrated exposure to the U.S. auto sector, and that it will continue to improve profitability through reduction in interest and non-interest expenses, and not through a sustained transition to origination of riskier and higher yielding receivables. The stable outlook also reflects S&P's view of the potential for cost reductions and margin improvements to further enhance Ally's credit profile by shoring-up its competitive position while strengthening its capacity to withstand cyclical variations in asset quality. S&P could raise the ratings if Ally achieves sustained improvements to its profitability and capacity to absorb credit losses, while not showing a material increase in credit risk appetite. S&P could lower the ratings if failure to secure financial holding company status has a material negative impact on Ally's business operations, if competitive pressures lead Ally to take on more credit risk through weakening of its underwriting standards, or if CFPB actions have a materially negative effect on Ally's competitive position in the industry. ALPHA NATURAL: S&P Assigns 'B-' Rating to Proposed $250MM Notes --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B-' issue-level rating (one notch lower than the corporate credit rating) to Alpha Natural Resources Inc.'s proposed $250 million convertible senior notes due 2020. The recovery rating on the notes is '5', indicating S&P's expectation for modest (10% to 30%) recovery in the event of payment default. The notes are being issued under the company's shelf registration for well-known and seasoned issuers filed March 1, 2013. The company intends to use the proceeds from this offering to repay existing debt. The 'B' corporate credit rating and stable outlook on Bristol, Va.-based Alpha reflect the combination of what S&P considers to be the company's "weak" business risk and "highly leveraged" financial risk profiles. The ratings reflect meaningful operations in Central Appalachia (CAPP), where coal producers face significant regulatory and environmental constraints, depleting coal seams, costs higher than competing regions, and high debt. Strengths include the company's significant reserve base and the potential for higher metallurgical (met) coal prices over the next several years as steel demand comes back, because Alpha is the nation's largest supplier of met coal. S&P estimates that debt to EBITDA will be in excess of 8x in 2013 and 2014. These assumptions are based on S&P's expectation that met coal prices will remain weak until European economies improve or until China resumes more robust growth, or, barring better demand, inefficient capacity is shuttered. S&P expects CAPP thermal coal pricing to remain weak. However, S&P believes Alpha will continue to maintain high cash and revolving liquidity balances (currently estimated to be between $1.5 billion and $2 billion), providing it with strong liquidity to withstand difficult market conditions if the current downturn persists for another year or two. Ratings List Alpha Natural Resources Inc. Corporate Credit Rating B/Stable/-- New Ratings Alpha Natural Resources Inc. $250 mil convertible sr nts due 2020 B- Recovery Rating 5 AMERICAN AIRLINES: Reports November 2013 Revenue, Traffic Results ----------------------------------------------------------------- AMR Corporation reported November 2013 consolidated revenue and traffic results for its principal subsidiary, American Airlines, Inc., and its wholly owned subsidiary, AMR Eagle Holding Corporation. November's consolidated passenger revenue per available seat mile (PRASM) increased an estimated 1.0 percent versus the same period last year. The year-over-year PRASM comparison was impacted by approximately 3.3 percentage points from reduced revenues in November 2012 associated with weather-related and operational disruptions that impacted bookings last year. Consolidated traffic decreased 1.1 percent on a 1.8 percent increase in capacity year-over-year, resulting in a consolidated load factor of 78.4 percent, 2.3 points lower than the same period last year. Domestic traffic was 3.6 percent lower year-over-year on 0.5 percent less capacity, resulting in a domestic load factor of 80.2 percent, 2.6 points lower compared to the same period last year. International load factor of 76.8 percent was 2.1 points lower year-over-year, as traffic increased 1.9 percent on 4.8 percent more capacity. The Latin entity recorded the highest load factor of 77.4 percent, a decrease of 1.0 points versus November 2012. On a consolidated basis, the company boarded 8.4 million passengers in November. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. 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) AMINCOR INC: Unit Has Agreement to Service 550 Properties --------------------------------------------------------- Amincor, Inc.'s subsidiary, Tyree Holdings Corp., which is a large petroleum and environmental service company in the Northeast United States, announced that it has locked in contracts for calendar year 2014 to service over 550 retail petroleum contaminated properties with three Northeast customers, including a North American Marketer, A New York Distributor and a Nationwide Investment Trust. The three customers have over 1,700 locations combined. The scope of work includes but is not limited to: * Consulting * Engineering/Permitting * System Design * Waste Disposal * Remediation System * Monitoring Sampling * Laboratory Services Installation Stephen Tyree, the president of Tyree, said, "We are pleased to continue to grow our environmental business with these three companies. Our clients will benefit from the integrated services that we perform." Management anticipates that the three agreements will result in sales of between $9,000,000 to $13,000,000 for fiscal year 2014. About Amincor Inc. New York, N.Y.-based Amincor, Inc., is a holding company operating through its operating subsidiaries Baker's Pride, Inc., Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor Other Assets, Inc. BPI is a producer of bakery goods. Tyree performs maintenance, repair and construction services to customers with underground petroleum storage tanks and petroleum product dispensing equipment. Through its wholly owned subsidiaries, Environmental Quality Services, Inc., and Advanced Waste & Water Technology, Inc., EHC provides environmental and hazardous waste testing and water remediation services in the Northeastern United States. Other Assets, Inc., was incorporated to hold real estate, equipment and loan receivables. As of March 31, 2013, all of Other Assets' real estate and equipment are classified as held for sale. As reported in the TCR on April 24, 2013, Rosen Seymour Shapss Martin & Company, in New York, expressed substantial doubt about Amincor's ability to continue as a going concern, citing the Company's recurring net losses from operations and working capital deficit of $21.2 million as of Dec. 31, 2012. The Company's balance sheet at Sept. 30, 2013, showed $31.93 million in total assets, $36.48 million in total liabilities and a $4.55 million total deficit. ARAMARK HOLDINGS: S&P Raises Corp. Credit Rating to 'BB' Over IPO ----------------------------------------------------------------- Standard & Poor's Ratings Services raised all of its ratings on Philadelphia-based ARAMARK Holding Corp. and subsidiary ARAMARK Corp. by multiple notches, and removed all ratings from CreditWatch, where S&P had placed them with positive implications on Aug. 8, 2013. S&P raised the corporate credit rating to 'BB' from 'B+'. The outlook is stable. S&P raised the issue-level rating on ARAMARK Corp.'s senior secured debt to 'BBB-' (two notches above the new corporate credit rating) from 'BB-', and revised the recovery ratings to '1' from '2', which indicates S&P's belief that lenders could expect very high (90% to 100%) recovery in the event of a payment default. At the same time, S&P raised the issue-level on ARAMARK Corp.'s senior unsecured debt to 'BB-' (one notch below the new corporate credit rating) from 'B-', and revised the recovery rating to '5' from '6', which indicates that lenders could expect modest (10% to 30%) recovery in the event of a payment default. Pro forma for the proposed IPO (in which we estimate ARAMARK will repay about $550 million of debt), leverage is around mid-4x, the ratio of funds from operations (FFO) to total debt is about 15%, and EBITDA interest coverage is in the low-3x area. Previously, these metrics were around the high-4x, low teens, and 3x area, respectively. "The upgrade is based on these improved credit measures," said Standard & Poor's credit analyst Jerry Phelan. An important factor in the rating action is Standard & Poor's expectation that ARAMARK will maintain a more moderate financial policy as a publicly traded company, notwithstanding its majority ownership by a group of private equity firms. Publicly traded companies tend to exercise less aggressive financial policies than firms owned entirely by private equity interests. S&P estimates close to 15% of ARAMARK's stock is now publicly owned, and believe it's possible the proportion of public ownership could increase over time as its majority private equity owners potentially monetize their investment, which was made in 2007. The stable outlook reflects Standard & Poor's forecast that profitability will grow modestly due to growth in the economy, outsourcing, and restructuring improvements; and that credit measures will remain about consistent with an aggressive financial risk profile, including leverage below 4.5x and FFO to total debt around 15%. ARCH COAL: S&P Assigns 'CCC+' Rating to Proposed $300MM Sr. Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'CCC+' issue-level rating (two notches lower than the corporate credit rating) to Arch Coal Inc.'s proposed $300 million senior secured second-lien notes due 2019. The recovery rating on the notes is '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. Arch is issuing the notes pursuant to Rule 144A without registration rights. The company plans to use the net proceeds from this offering, as well as the net proceeds from its recent term loan B facility add-on and cash on hand, to repay its outstanding 8.75% senior notes due 2016 via a tender offer. The 'B' corporate credit rating and stable outlook on St. Louis- based Arch reflect the combination of what S&P considers to be the company's "fair" business risk and "highly leveraged" financial risk profiles. The ratings reflect the company's size and scope as the second-largest U.S. coal producer, its relatively efficient mines, and basin diversity. The ratings also reflect the current weak market conditions for both metallurgical (met) and steam coal, as well as the company's high debt levels and weak credit measures. S&P estimates that debt to EBITDA will be above 10x in 2014 and between 7x and 12x in 2015. These assumptions are based on S&P's expectation that prices in the Powder River Basin, where Arch has most of its thermal coal exposure, will improve going into 2015. However, S&P expects met coal prices to remain weak until European economies improve or until China resumes more robust growth, or, barring better demand, inefficient capacity is shuttered. Ratings List Arch Coal Inc. Corporate Credit Rating B/Stable/-- New Rating Arch Coal Inc. $300 mil. sr secd 2nd-lien nts due 2019 CCC+ Recovery Rating 6 ARTEL LLC: S&P Lowers Corporate Credit Rating to 'CCC+' ------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Herndon, Va.-based Artel LLC to 'CCC+' from 'B-'. The outlook is stable. At the same time, S&P lowered the issue-level rating on the company's first-lien credit facilities to 'B-' from 'B'. The recovery rating is unchanged at '2', reflecting S&P's expectation for substantial recovery (70% to 90%) in the event of payment default. "The rating action reflects our anticipation that Artel's business operations are not likely to generate enough profit to allow Artel to maintain compliance with its financial covenants during the next few quarters amid revenue declines," said Standard & Poor's credit analyst Christian Frank. The stable outlook reflects S&P's view that the company's highly variable cost structure and cost containment initiatives will partly mitigate further revenue declines and that FOCF will be modestly positive in 2014. B S HAND & SONS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: B S Hand & Sons Inc. 4516 Runway Street, Unit B Simi Valley, CA 93063 Case No.: 13-17688 Chapter 11 Petition Date: December 13, 2013 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Hon. Victoria S. Kaufman Debtor's Counsel: Ellen M Cheney, Esq. HIGSON CHENEY MANSFIELD, PC 1835 Knoll Dr Ventura, CA 93003 Tel: 805-642-6405 Fax: 805-642-4648 Email: echeney@hcmlawfirm.com Total Assets: $451,200 Total Liabilities: $5.99 million The petition was signed by Gary B. Hand, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb13-17688.pdf BERNARD L. MADOFF: Who Benefits From JPMorgan's Deal Uncertain -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that JPMorgan Chase & Co. tentatively agreed to pay about $2 billion to settle a criminal investigation into whether the bank turned a blind eye to the Ponzi scheme being conducted by Bernard Madoff, according to a person familiar with the matter. According to the report, until details emerge, it's impossible to judge how the settlement will benefit Madoff victims. It's also impossible to know which Madoff victims will benefit. So far, Madoff trustee Irving Picard has recovered about $9.5 billion, or some 54 percent of the $17.5 billion in valid claims. The $2 billion from JPMorgan, even if it goes to Madoff victims, may not be distributed using the same formula. None of Picard's recoveries come from JPMorgan. Indeed, federal courts so far have dismissed Picard's suits against the bank, saying as trustee he is infected with Madoff's fraud and can't sue someone else allegedly involved in wrongdoing. Picard's suits against JPMorgan were dismissed on several other theories as well. Picard is appealing, so whether he ultimately can sue the bank is as yet unknown. The federal courts ruled that Picard must distribute funds under the Securities Investor Protection Act according to how much a person invested, less the amount taken out. Interest on investments isn't taken into consideration, and those who invested in so-called feeder funds don't have claims against Picard's $9.5 billion. Richard C. Breeden, former chairman of the Securities and Exchange Commission, was appointed to serve as special master and oversee distribution of the $2.35 billion separately forfeited to the government. Breeden announced in November that his distribution will go to everyone who suffered a loss from Madoff, not only those who were direct customers of the Madoff firm. Breeden said his distribution will go to 12,000 victims, not the 1,000 customers receiving recoveries from Picard. Consequently, victims and customers can't know how much to expect from the JPMorgan settlement until they find out, among other things, whether Picard's or Breeden's criteria are to be used in formulating distributions. Further, it isn't yet known for sure whether the government will keep part of perhaps even all of the JPMorgan settlement. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has paid about 58 percent of customer claims totaling $17.3 billion. The most recent distribution was in March 2013. Mr. Picard has collected about $9.35 billion, not including an additional $2.2 billion that was forfeit to the government and likewise will go to customers. Picard is holding almost $4.4 billion he can't distribute on account of outstanding appeals and disputes. The largest holdback, almost $2.8 billion, results from disputed claims. BERRY PLASTICS: Widens Net Income to $57 Million in Fiscal 2013 --------------------------------------------------------------- Berry Plastics Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $57 million on $4.64 billion of net sales for the fiscal year ended Sept. 28, 2013, as compared with net income of $2 million on $4.76 billion of net sales for the fiscal year ended Sept. 29, 2012. As of Sept. 28, 2013, the Company had $5.13 billion in total assets, $5.33 billion in total liabilities, and a $196 million total stockholders' deficit. A copy of the Form 10-K is available for free at: http://is.gd/BFaxRX About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BERRY PLASTICS: Unit Plans to Obtain $1.1 Billion Term Loans ------------------------------------------------------------ Berry Plastics Group, Inc.'s subsidiary, Berry Plastics Corporation, intends to obtain commitments for $1.125 billion of first lien senior secured term loans, to be structured as an incremental facility under Berry's existing term loan credit agreement. Berry intends to use the net proceeds from the borrowing of the New Loans to prepay all of its outstanding Term C Loans, maturing April 2015, under Berry's existing term loan credit agreement. Berry is in discussion with lenders regarding the New Loans; however, there can be no assurance that Berry will obtain the commitments in the time frame or on the terms it expects, or at all, or that the Refinancing will occur. About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. The Company's balance sheet at Sept. 28, 2013, the Company had $5.13 billion in total assets, $5.33 billion in total liabilities and a $196 million stockholders' deficit. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BG MEDICINE: CMS Issues 2014 Medicare Limitation for Galectin-3 --------------------------------------------------------------- BG Medicine, Inc., said that the Centers for Medicare and Medicaid Services (CMS) have published the final determination of the 2014 Medicare national limitation amount for the Company's galectin-3 blood test (analyte-specific CPT(R) Code 82777) at the amount of a crosswalked test (analyte-specific CPT(R) Code 84244) whose 2014 national limitation amount is $30.01. This national limitation amount will replace the galectin-3 blood test's national limitation amount of $17.80 that was effective in 2013. "We are very pleased that CMS has finalized the previously announced preliminary determination of the Medicare reimbursement rate for our galectin-3 test," said Dr. Paul R. Sohmer, president and chief executive officer of BG Medicine. This final determination by CMS comes in response to BG Medicine's request for reconsideration of the 2013 CMS determination and will apply effective Jan. 1, 2014. The 2014 national limitation amount applies across the U.S. except in Ohio and West Virginia where rates of $23.99 and $26.40, respectively, will apply. In addition, the 2014 national limitation amount is subject to a 2 percent sequestration applicable to Medicare services if the current sequestration is extended beyond Jan. 15, 2014. The Company's BGM Galectin-3(R) test is a novel blood test, which is cleared by the U.S. Food and Drug Administration for use as an aid in assessing the prognosis of patients with chronic heart failure. The BGM Galectin-3 test has been studied in over 10,000 heart failure patients in dozens of distinct clinical studies. Earlier in 2013, galectin-3 testing was included for the first time in the 2013 American College of Cardiology Foundation/American Heart Association Guideline for Management of Heart Failure. 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. 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. BION ENVIRONMENTAL: Key Projects in Pennsylvania and Midwest ------------------------------------------------------------ Bion Environmental Technologies, Inc., said it is focusing its efforts on policy issues and key projects in Pennsylvania and the Midwest. Regarding the Company's previously disclosed difficulties in raising capital, management has taken steps over the last several weeks to reduce costs and senior management personnel and a key shareholder have provided funding for immediate cash needs. Bion's management is increasingly optimistic about the Company's opportunities in Pennsylvania. In January 2013 the PA Senate Legislative Budget and Finance Committee (LBFC) completed a study concluding that a competitive bidding program for nitrogen reductions could reduce the State's Chesapeake Bay compliance costs by $1.4 billion annually by 2025. That study was adopted by the bi-partisan standing committee. In June, PA Senate Bill 994 (to establish the program) was introduced and passed in the Senate Agriculture and Rural Affairs Committee. The bill (with amendments) is currently undergoing comments in the Senate. While there has been the expected opposition from certain stakeholders that have a vested interest in maintaining the status quo, Bion is confident that SB 994 will be adopted in the upcoming PA Legislative session to capture the benefits enumerated in the LBFC study. Bion has been in discussions concerning excess phosphorus runoff to the Great Lakes with stakeholders in the upper Midwest for the past few months, with an initial focus on Wisconsin. Excess phosphorus leads to algae blooms (some toxic) and hypoxic zones in freshwater, much as nitrogen causes in tidal waters. As in the Chesapeake Bay Watershed, the Great Lakes states are faced with high-cost traditional 'point source' solutions, such as municipal upgrades and storm water treatment, or substantially lower-cost 'non-point source' solutions such as livestock waste treatment. With its large dairy industry, Wisconsin represents a large potential market for Bion. Bion has taken several steps to reduce its costs, including terminating two senior technical employees (who may continue to perform services to the Company on an 'as needed' consulting basis for the next several months), reducing the utilization of outside legal and professional services and transferring some of these and other responsibilities and expenses to venture partners. Management believes that these actions, coupled with current financing activities and options, will allow the Company to pursue its core legislative and project initiatives in Pennsylvania while also continuing its recent activities in Wisconsin and the upper Midwest. About Bion Environmental Bion Environmental Technologies Inc.'s patented and proprietary technology provides a comprehensive environmental solution to a significant source of pollution in US agriculture, large scale livestock facilities known as Confined Animal Feeding Operations. Bion's technology produces substantial reductions of nutrient releases (primarily nitrogen and phosphorus) to both water and air (including ammonia, which is subsequently re-deposited to the ground) from livestock waste streams based upon the Company's operations and research to date (and third party peer review). Bion Environmental incurred a net loss of $8.24 million for the year ended June 30, 2013, as compared with a net loss of $6.46 million during the prior year. GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has not generated significant revenue and has suffered recurring losses from operations. These factors raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2013, showed $7.31 million in total assets, $11.13 million in total liabilities, $21,900 in series B redeemable convertible preferred stock and a $3.84 million total deficit. BON-TON STORES: Files Form 10-Q, Incurs $931,000 Net Loss in Q3 --------------------------------------------------------------- The Bon-Ton Stores, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $931,000 on $651.16 million of net sales for the 13 weeks ended Nov. 2, 2013, as compared with a net loss of $10.14 million on $668.73 million of net sales for the 13 weeks ended Oct. 27, 2012. For the 39 weeks ended Nov. 2, 2013, the Company reported a net loss of $64.89 million on $1.85 billion of net sales as compared with a net loss of $95.96 million on $1.90 billion of net sales for the 39 weeks ended Oct. 27, 2012. The Company's balance sheet at Nov. 2, 2013, showed $1.80 billion in total assets, $1.75 billion in total liabilities and $48.87 million in total shareholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/F9x3CA About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 273 department stores, which includes 11 furniture galleries, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. Bon-Ton Stores disclosed a net loss of $21.55 million for the year ended Feb. 2, 2013, as compared with a net loss of $12.12 million for the year ended Jan. 28, 2012. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on The Bon-Ton Stores Inc. BOULDER BRANDS: S&P Retains 'B+' Rating Following $25MM Term Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B+' senior secured issue-level rating on Boulder, Colo.-based Boulder Brands Inc. remains unchanged after a proposed $25 million incremental term loan. The recovery rating on the $275 million term loan (including the proposed $25 million increase) is '3', indicating S&P's expectation of meaningful (50%-70%) recovery in the event of a payment default. S&P expects the company to use the incremental proceeds for general corporate purposes, as well as to fund possible acquisitions. The 'B+' corporate credit rating and stable outlook on Boulder Brands are also unaffected. The ratings on Boulder Brands Inc. reflect S&P's view of the company's "aggressive" financial risk profile. The proposed $25 million incremental term loan will increase Boulder Brands' leverage slightly in the near term, but S&P expects credit measures will improve over the next year, primarily on EBITDA growth. The ratings also reflect S&P's view of the company's business risk profile as "weak" (revised from "vulnerable" reflecting S&P's recently revised criteria). Key credit factors considered in S&P's business risk profile include its view of the company's narrow product focus, customer and supplier concentration, and small size relative to financially stronger and larger competitors, yet fair profitability. S&P's business risk assessment also considers that the company benefits from its participation and positioning in the fast growing natural and gluten-free segments of the packaged food industry. RATINGS LIST Boulder Brands Inc. Corporate credit rating B+/Stable/-- GFA Brands Inc. UHF Acquisition Corp. Udi's Healthy Foods LLC Senior secured $80 mil. revolver B+ Recovery rating 3 $275 mil. term loan B* B+ Recovery rating 3 * Includes incremental term loan BROWN HAND: Northstar Selected as Winning Bidder for Business ------------------------------------------------------------- Northstar Healthcare Inc. on Dec. 12 disclosed that it was the winning bidder to acquire the former Brown Hand Center outpatient surgery center near Phoenix, Arizona. Northstar's successful bid was $460,000. The surgery center has four operating rooms and 27,000 square feet of surgical, clinical and office space. The center is located in the upscale town of Scottsdale, Arizona, a suburb of Phoenix, Arizona. The acquisition is subject to the approval of the Bankruptcy court in the Southern District of Texas. A hearing is set for December 18 for the Bankruptcy court judge to sign the order submitted by the Bankruptcy Trustee to approve this transaction, with Northstar's final payment due on or about December 23rd. Northstar also bid for the assets of the former Brown Hand Center outpatient surgery center in Dallas. The winning bid for those assets was over $1,500,000. "While we had the ability to exceed the winning bid on the Dallas assets, we knew the auction price far exceeded the center's actual value and therefore we passed on the center," said Harry Fleming, Northstar's CFO. About Northstar Healthcare Inc. Northstar partners with physicians in the ownership and management of ambulatory facilities and healthcare services. Northstar owns and manages interests in three ambulatory surgery centers, two in Houston and the third in Dallas. CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off ------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 95.43 cents-on-the-dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.71 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $26.09 billion in total assets, $27.59 billion in total liabilities and a $1.49 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CAMARILLO PLAZA: Court Confirms Third Amended Plan -------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has confirmed Camarillo Plaza, LLC's Third Amended Plan of Reorganization. Upon receipt of proceeds of the sale of Debtor's property, Debtor's counsel, Janet A. Lawson, Esq., will place $500,000 in a separate attorney trust fund account as a reserve to pay for the disputed claims of Brendan's Irish Pub & Restaurant and Ramiro Martinez against Debtor's estate and promptly cure all defaults of Debtor (if any), under the leases Debtor has assumed and assigned to the buyer of Debtor's property. As reported in the TCR on Aug. 27, 2013, the Debtor filed with the Bankruptcy Court a third amended Chapter plan of reorganization that will be funded through the all-cash sale of the Debtor's 74,072 square foot shopping center commonly known as Camarillo Plaza and the underlying real property, located at 1701-1877 East Daily Drive, in Camarillo, California to be conducted via a competitive bidding process. Following consummation of the sale, there will be net cash proceeds sufficient to satisfy all allowed claims. The Debtor and the Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Pass-Through Certificates, Series 2006-C3, entered into the stipulation regarding Claim 3-1 filed by Wells Fargo. The parties agreed that as of July 15, 2013, the allowed claim is $15,159,517, subject to adjustments. General unsecured creditors holding undisputed claims will recover 100% without interest on the Effective Date. A copy of the Third Amended Plan is available at: http://bankrupt.com/misc/camarilloplaza.doc174.pdf About Camarillo Plaza Shopping center operator Camarillo Plaza LLC, based in Los Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-59637) on Dec. 5, 2011. Judge Sheri Bluebond was assigned to the case. At the Debtor's behest the next day, the case was transferred to the Northern Division (Bankr. C.D. Calif. Case No. 11-bk-15562). The case in the Los Angeles Division was closed, and Judge Robin Riblet took over from Judge Bluebond. The Debtor scheduled assets of $21.6 million and liabilities of $12.3 million as of the Chapter 11 filing. Janet A. Lawson, Esq., in Ventura County, California, serves as the Debtor's counsel. The petition was signed by Aaron Arnold Klein, managing partner. Alan M. Feld, Esq., at Sheppard, Mullin, Richter & Hampton LLP represents Wells Fargo Bank, N.A. CAPITOL BANCORP: Suspension Motion Filed, Approved -------------------------------------------------- BankruptcyData reported that Capitol Bancorp's official committee of unsecured creditors filed with the U.S. Bankruptcy Court a motion to suspend the December 18, 2013 hearing to consider the Company's Plan of Reorganization, and/or for stay of orders pending appeal. The committee states, "These cases are liquidating chapter 11 cases, in which the Debtors have recently obtained authorization from the Bankruptcy Court: (i) through the Sale Order, to sell (the 'Sale') their four remaining subsidiary banks to Talmer Bancorp, Inc. ('Talmer'), and (ii) through the Settlement Order, to enter into a settlement (the 'Settlement') with the Federal Deposit Insurance Corporation ('FDIC') that would cause the vast majority of the proceeds of those sales to be diverted to the FDIC, a non-creditor. The Court has also scheduled the hearing on the Debtors' Plan -- which provides for the sale/liquidation of the assets of the Debtors and the distribution of the proceeds of said sale/liquidation -- for December 18, 2013. The Sale and Settlement are outcome-determinative for unsecured creditors -- they will dictate whether unsecured creditors receive any significant distribution in these cases. The Debtors' Plan implements the Sale and Settlement. The interests of the Committee, which represents the interests of all of the unsecured creditors of the estate, will be harmed if the Court proceeds to confirm the Debtors' Plan on December 18th, prior to the District Court's determination of the Appeal of the Orders." The official committee also filed an ex parte motion with the Court in its discretion, under Bankruptcy Rule 9006(c)(1) and Local Rule 9006-1(b), to enter an order shortening the notice period for the suspension motion and setting the suspension motion for a hearing at the earliest possible date. The Court subsequently approved the committee's motion to shorten the notice period and scheduled a December 17, 2013 hearing to consider the motion. 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. CARLYLE STATION: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Carlyle Station LLC dba Shinneyboo Creek Cabin Resort dba Stone Bear River Camps dba Stone Bear Cabins Box 1082, Soda Springs, CA 95728 Case No.: 13-35671 Chapter 11 Petition Date: December 13, 2013 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Robert S. Bardwil Debtor's Counsel: Tory M. Pankopf, Esq. T M PANKOPF PLLC 10425 Double R Bl. Reno, NV 89521 Tel: 775-384-6956 Total Assets: $478,145 Total Liabilities: $1.85 million The petition was signed by Michael Rogers, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb13-35671.pdf CELL THERAPEUTICS: Registers 679,040 Common Shares with SEC ----------------------------------------------------------- Cell Therapeutics issued a Warrant to Purchase Shares of Common Stock to Hercules Technology Growth Capital, Inc., on March 26, 2013. In connection with the Company's registration obligations under the Warrant, the Company filed a Form S-3 prospectus relating to the issuance of up to 679,040 shares of its common stock, no par value per share, issuable upon the exercise of the Warrant. That Warrant has an exercise price of $1.1045 and an expiration date of March 26, 2018. The Warrant is currently exercisable into 543,232 shares of the Company's common stock, which amount may be increased by up to 135,808 shares if Hercules makes an additional term loan advance to the Company. The Company will not receive any of the proceeds from the sale or other disposition of the shares of its common stock covered by this prospectus. However, the Company will receive the exercise price of the Warrant if exercised for cash. The Warrant was initially issued to Hercules in a private offering that was not registered under the Securities Act of 1933, as amended. The Company's common stock is quoted on The NASDAQ Capital Market and on the Mercato Telematico Azionario, or the MTA, stock market in Italy under the symbol "CTIC." On Dec. 9, 2013, the last reported sale price of the Company's common stock on The NASDAQ Capital Market was $1.82 per share. A copy of the Form S-3 prospectus is available for free at: http://is.gd/428rd3 About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. Going Concern The Company's independent registered public accounting firm included an explanatory paragraph in its reports on the Company's consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial doubt as to the Company's ability to continue as a going concern. Although the Company's independent registered public accounting firm removed this going concern explanatory paragraph in its report on the Company's Dec. 31, 2012, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. "The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in the regulatory filing. The Company added that it may not be able to maintain its listings on The NASDAQ Capital Market and the Mercato Telematico Azionario stock market in Italy, or the MTA, or trading on these exchanges may otherwise be halted or suspended, which may make it more difficult for investors to sell shares of the Company's common stock. Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications relating to intellectual property for PIXUVRI, pacritinib, tosedostat, and brostallicin. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio which uses polymers that are linked to drugs, known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights, including the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the Company said in its quarterly report for the period ended June 30, 2013. CELL THERAPEUTICS: Baxter May Sell 15.6 Million Common Shares ------------------------------------------------------------- Cell Therapeutics, Inc., filed a prospectus with the U.S. Securities and Exchange Commission relating to the resale by Baxter Healthcare SA of up to of 15,673,981 shares of the Company's common stock that were issued upon conversion of certain shares of preferred stock held by the selling shareholder. The Company will not receive any of the proceeds from the sale of the shares by the selling shareholder. The Company has agreed to bear the expenses in connection with the registration of the common stock being offered under this prospectus by the selling shareholder. The Company's common stock is quoted on The NASDAQ Capital Market and on the Mercato Telematico Azionario, or the MTA, stock market in Italy under the symbol "CTIC." On Dec. 9, 2013, the last reported sale price of the Company's common stock on The NASDAQ Capital Market was $1.82 per share. A copy of the Form S-3 prospectus is available for free at: http://is.gd/5gjajq About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. Going Concern The Company's independent registered public accounting firm included an explanatory paragraph in its reports on the Company's consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial doubt as to the Company's ability to continue as a going concern. Although the Company's independent registered public accounting firm removed this going concern explanatory paragraph in its report on the Company's Dec. 31, 2012, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. "The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in the regulatory filing. The Company added that it may not be able to maintain its listings on The NASDAQ Capital Market and the Mercato Telematico Azionario stock market in Italy, or the MTA, or trading on these exchanges may otherwise be halted or suspended, which may make it more difficult for investors to sell shares of the Company's common stock. Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications relating to intellectual property for PIXUVRI, pacritinib, tosedostat, and brostallicin. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio which uses polymers that are linked to drugs, known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights, including the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the Company said in its quarterly report for the period ended June 30, 2013. CHRIST HOSPITAL: Property Is Sold Free of Economic Tort Claims -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that economic tort claims asserted by a potential buyer against the successful purchaser in a bankruptcy sale are barred by the sale-approval order and by Section 363(f) of the Bankruptcy Code, according to a decision this month by U.S. Bankruptcy Judge Morris Stern in Newark, New Jersey. According to the report, an interested purchaser never made an offer for a hospital being sold in bankruptcy court. Likewise, the potential bidder never objected to the sale, although it was aware of the process. After the sale was approved, the potential buyer filed suit against the successful purchaser, alleging economic tort claims that started occurring even before bankruptcy. The buyer obtained an injunction from Judge Stern, halting the suit. Judge Stern held that pre-bankruptcy economic torts fell within the ambit of "interests" wiped out when the property was transferred free and clear of claims and interests under Section 363(f). Judge Stern held that the claims were "interests." Wiping out the claims was not "ambush," Judge Stern said because the potential buyer had notice of the proceedings. Judge Stern said that res judicata and collateral estopped didn't apply because the economic tort issues weren't litigated in the sale process. About Christ Hospital Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in 1872 by an Episcopalian priest, is a 367-bed acute care hospital located in Jersey City, New Jersey at 176 Palisade Avenue, serving the community of Hudson County. The Debtor is well-known for its broad range of services from primary angioplasty for cardiac patients to intensity modulated radiation therapy for those battling cancer. Christ Hospital is the only facility in Hudson County to offer IMRT therapy, which is the most significant breakthrough in cancer treatment in recent years. Christ Hospital filed for Chapter 11 after an attempt to sell the assets fell through. Judge Morris Stern presides over the case. Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's counsel. Alvarez & Marsal North America LLC serves as financial advisor. Logan & Company Inc. serves as the Debtor's claim and noticing agent. The Health Professional and Allied Employees AFT/AFI-CIO is represented in the case by Mitchell Malzberg, Esq., at Mitnick & Malzberg P.C. Attorneys at Sills, Cummis & Gross, P.C., represent the Official Committee of Unsecured Creditors. On March 27, 2012, Judge Stern approved the sale of the Hospital's assets to Hudson Hospital Holdo, LLC. Hudson bid $45,271,000 for the Hospital's assets. The sale of the Debtor's assets to Hudson closed on July 13, 2012. The Joint Liquidation Plan of Christ Hospital was declared effective June 27, 2013. The Plan was confirmed June 4, 2013. CIMARRON CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Cimarron Construction, Inc. 24266 McCaw Road Brooksville, FL 34601 Case No.: 13-16329 Chapter 11 Petition Date: December 13, 2013 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: 813-877-4669 Fax: 813-877-5543 Email: Buddy@tampaesq.com Total Assets: $202,000 Total Liabilities: $1.55 million The petition was signed by Mark D. Seleske, vice president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb13-16329.pdf COASTAL CONDOS: Files Second Amended Bankruptcy-Exit Plan --------------------------------------------------------- Coastal Condos, LLC, early this month filed a Second Amended Plan of Reorganization, which contemplates payment in full to creditors over time. The Plan provides for the utilization of all Coastal Condos' assets consisting of 72 condominium units to fund payment to creditors. General unsecured creditors will receive payment in full without interest with payments to creditors made on a pro rata basis and at the end of each quarter after confirmation until paid in full. The Debtor proposes that the claims of First Equitable Realty III, Ltd. ("FER") be subordinated to all other claims, except other subordinated claims and securities law claims, and holders of equity interests. Holders of equity interests in the Debtor will receive the same share of ownership in the reorganized debtor as currently held by the holders in the Debtor. FER has a $17,615,322 claim. The Debtor will file a claims objection and will commence an adversary proceeding against FER. A copy of the 2nd Amended Plan dated Dec. 3, 2013, is available for free at http://bankrupt.com/misc/Coastal_Condos_2ndA_Plan.pdf About Coastal Condos Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-20729) on May 8, 2013. The Debtor owns and manages 72 condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141. Judge A. Jay Cristol presides over the case. David R. Softness,Esq., at David R. Softness, P.A., in Miami, Florida, represents the Debtor as counsel. Roy H. Lidell, Esq., of Wells Marble and Hurst, PLLC, as well as David M. Rogero, P.A., serve as special counsel to the Debtor. Coastal Condos was the target of a $15.8 million foreclosure lawsuit filed by North Bay Village-based First Equitable Realty III in May 2012. Coastal Condos owns 72 condo units at Grandview Palace in North Bay Village, Florida, valued at $10.8 million. Personal property is valued at $389,000. Assets total $11.2 million and liabilities total $16.6 million. It says that no creditors are holding secured claims. Coastal Condos first sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 12-07146) on May 25, 2012. The case was dismissed April 23, 2013. Until further notice, the U.S. Trustee will not appoint a committee of creditors in the Debtor's case. COMMERCIAL VEHICLE: S&P Revises Outlook to Neg. & Affirms 'B' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on New Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to negative from stable. At the same time, S&P affirmed its 'B' corporate credit rating on the company and the 'B' issue rating and '4' recovery rating on the company's senior secured debt. The ratings on CVG reflect the company's "highly leveraged" financial risk profile and "vulnerable" business risk profile. S&P believes the new management team, which assumed control in 2013 and has initiated restructuring efforts to improve operating efficiency and reduce costs, will maintain the business strategy pursued by the prior management team. "We recognize that risks arise from the installation of a new management team," said credit analyst Nancy Messer. "Still, we believe CVG's business model remains viable and that the company can feasibly improve its margins in the year ahead if it increases its production volumes and is able to operate more efficiently due to ongoing restructuring initiatives." The "highly leveraged" financial risk profile reflects the company's weak credit measures. S&P expects the company's debt- to-EBITDA will remain higher than 6x at year-end 2013, and that a reduction in its debt leverage will depend largely on improved EBITDA through increased market demand because the company's debt is not prepayable. The company's trailing-12-month, lease- adjusted debt leverage reached 7.7x as of Sept. 30, 2013, and EBITDA interest coverage fell to 1.6x. For the trailing 12 months, free operating cash flow (FOCF) totaled $13.6 million and FOCF to debt was 4.5%. The company's "vulnerable" business risk profile reflects, in large part, its exposure to highly cyclical end markets, which are often more cyclical than a region's overall economy. Macroeconomic drivers for CVG's industry include the strength of the industrial sector, which generates a significant portion of the freight tonnage hauled by commercial vehicles. In addition, CVG has geographic, market, and customer concentration, and is exposed to changes in commodity costs. CVG is also vulnerable to the incurrence of premium costs when production volumes increase as markets recover. Favorably, CVG's labor force is highly variable and can be temporarily flexed down when production volumes falter. S&P's base-case assumptions for CVG include the following: -- Annual revenue growth averaging in the high-single digits in 2014 and 2015 because of expected growth in heavy truck production; -- Its expectation that margins will rise as a result of continued restructuring initiatives, a tight focus on efficient manufacturing, and the development of innovative products; -- Capital spending at 2.4% of revenue; and -- Acquisitions of $25 million or less each year. Based on these assumptions, S&P arrives at the following credit measures for 2014-2015: -- An EBITDA margin of about 7.5% in 2014 and 8.5% in 2015, based on its calculation, compared with its estimate of 6.5% in 2013; -- FOCF (after capital spending) to adjusted total debt rising to about 2.5% in 2014 and 7.5% in 2015; and -- Debt leverage declining to 5x or lower in 2014. As CVG has grown through acquisitions in recent years, its end- market diversity has somewhat improved. Still, it remains dependent on the economically sensitive heavy-duty truck (45% of its revenues are from sales to the North American Class 8 truck market) and off-highway construction equipment industries (25% of revenues). Sales to the aftermarket and vehicle maker services (14%) are less volatile, and the remainder of sales (16%) is to the bus, military, agriculture, and other truck markets. S&P expects CVG will continue to diversify its product offerings and global footprint in the year ahead through relatively small, timely, specific acquisitions, as it has done throughout its existence as a public company. Despite this growth, CVG's business remains concentrated in North America, where it generated 78% of its 2012 revenues; S&P expects incremental but not material diversification of its footprint in the year ahead. The company generated the balance of sales from its operations in Europe, Asia, Australia, and Mexico. Longer term, CVG could benefit in Asian markets from continuing economic growth that exceeds that of mature markets such as the U.S. and Europe. Other business risk factors that could pressure profits include limits on credit availability for truck buyers and potential price concessions to customers. Construction equipment market sales, which remain weak globally, failed to mitigate the weak Class 8 truck market in North America in the first nine months of 2013. S&P now expects modestly stronger Class 8 volumes in 2014, due in part to the aging of the heavy-duty truck population, and that these higher volumes should enable CVG to maintain EBITDA of about $50 million over the next 12 months. CVG supplies a concentrated group of large, price-sensitive commercial truck original equipment manufacturers. The company's top five customers accounted for 66% of its 2012 sales, and S&P do not expect that exposure to change materially in 2013. If the weakness in the North American Class 8 market that S&P expects in 2013 were to become a full down-cycle, CVG's customers could in- source cab assembly to use excess capacity. S&P believes CVG will continue pricing products to incorporate incremental raw material cost increases, as it has historically. In North America, S&P believes the Class 8 build rate may decrease as much as 10% year over year in 2013 because of the weak economy and housing market. Growth in the Europe, China, and U.S. medium- duty truck markets has decelerated, and S&P expects this trend will continue through year-end 2013. In S&P's opinion, a long- term replacement trend of 220,000-230,000 trucks per year is sustainable in North America. The up-cycle that began in 2009 is a result of the relatively high average age of the U.S. Class 8 truck fleet, combined with improving truck tonnage, among other factors. The negative rating outlook indicates a one-in-three chance S&P could lower its ratings on CVG in the year ahead. This would occur if demand in CVG's markets does not begin to improve meaningfully in the first half of 2014, raising the possibility of liquidity concerns. S&P believes CVG has adequate liquidity for its cash requirements, including capital spending and restructuring costs, but if production volumes remain weak and volatile through 2014, its cash cushion could erode. S&P could also lower the ratings if CVG were to use a meaningful amount of liquidity for acquisitions or capacity expansion--exceeding its estimate of about $20 million for capital spending--or if EBITDA for the year ahead is weaker than its estimate of at least $50 million, keeping debt leverage higher than 6x. To revise the outlook to stable, S&P would expect that commercial truck production in North America would increase in 2014 and 2015. Modestly rising production volumes in the North American Class 8 market and construction markets abroad could improve CVG's operating efficiencies. Stable higher production volumes could increase the company's EBITDA such that it sufficiently reduces debt leverage to less than 5x and keeps FOCF in positive territory. COMPETITIVE TECHNOLOGIES: Files Copy of Presentation with SEC ------------------------------------------------------------- Competitive Technologies, Inc., furnished the U.S. Securities and Exchange Commission a copy of a power point presentation which was used for the first time by the Company at the LD Micro Conference on Dec. 5, 2013. A copy of the presentation is available for free at http://is.gd/VGUqKd About Competitive Technologies Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX: CTTC) -- http://www.competitivetech.net/-- was established in 1968. The Company provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Competitive Technologies incurred a net loss of $3 million on $546,139 of gross profit from product sales in 2012, as compared with a net loss of $3.59 million on $1.86 million of gross profit from product sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $4.70 million in total assets, $10.42 million in total liabilities, and a $5.71 million total shareholders' deficit. Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.), in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that at Dec. 31, 2012, the Company has incurred operating losses since fiscal year 2006. CREATION'S GARDEN: Final DIP Hearing Slated for Dec. 17 ------------------------------------------------------- Creation's Garden Natural Products, Inc. and Creation's Garden Natural Food Markets, Inc., will seek approval at a final hearing on Dec. 17, 2013 at 11:00 a.m. of its request to obtain $364,000 of postpetition financing from Bank of the West and to use cash collateral. Following a hearing, Judge Vincent P. Zurzolo granted interim approval of the DIP financing despite opposition filed by including the oppositions to the Motion filed by Bank of America, N.A. and CDC Small Business Finance Corporation. Use of cash will be in accordance with the budget as provided in the cash flow forecast for the period beginning on the Petition Date through and including Feb. 7, 2014. BOTW and the Debtor signed a stipulation on the use of cash collateral. The Debtor has agreed to provide BOTW adequate protection in the form of replacement liens and a super-priority claim. As reported in the Nov. 28, 2013 edition of the TCR, the rate of interest to be charged for the DIP Loans will be 10% per annum. Upon and during the occurrence of an event of default, the outstanding principal amount of the DIP Loans will bear interest at 15% per annum. It will be an event of default under the DIP Agreement and the Interim DIP Order if any of the following fails to timely occur: a. The Debtors fail to obtain entry of the Final Order on or before Jan. 31, 2014; b. The Debtors fail to prepare, serve and file with the Court, on or before Dec. 2, 2013, a motion or application acceptable in form and substance to BOTW to employ an auctioneer/liquidator/sale consultant/agent satisfactory to BOTW for the purpose of conducting one or more sales; c. The Debtors fail to obtain a final order, in the form and substance acceptable to BOTW, approving the Employment Motion on or before Jan. 31, 2014; and d. The Debtors fail to complete all sales on or before March 7, 2014. A copy of the Interim DIP Order is available for free at: http://bankrupt.com/misc/Creations_Garden_Interim_DIP_Order.pdf About Creation's Garden Creation's Garden Natural Products, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-37815) in Los Angeles on Nov. 20, 2013. The Valencia, California-based company estimated $10 million to $50 million in assets and liabilities. Dino Guglielmelli, president and holder of 100% of the common stock, signed the petition. The company is represented by attorneys at the law offices of Leven, Neale, Bender, Yoo & Brill L.L.P. An affiliate, Creation's Garden Natural Food Markets, Inc., simultaneously sought bankruptcy protection. CUI GLOBAL: Stockholders Elect Three Directors ---------------------------------------------- CUI Global, Inc.'s annual meeting of stockholders was held on Thursday, Dec. 5, 2013, at which the stockholders: 1) elected Thomas A. Price, Sean P. Rooney and Corey A. Lambrecht as directors to hold office until the 2014 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified; 2) ratified the appointment of Liggett, Vogt & Webb, P.A., as the Company's Independent Auditor for the year ending Dec. 31, 2013; 3) approved on an advisory basis the compensation of the Company's executive officers; 4) approved on an advisory basis the holding of future advisory vote on executive compensation every year; 5) approved the amended Restated Articles of Incorporation to compile prior amendments into a single document. About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global reported a net loss allocable to common stockholders of $48,763 in 2011, compared with a net loss allocable to common stockholders of $7.01 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $92.05 million in total assets, $20.48 million in total liabilities and $71.56 million in total stockholders' equity. As reported by the TCR on April 8, 2011, Webb & Company, in Boynton Beach, Florida, expressed substantial doubt about CUI Global's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $7,015,896, a working capital deficiency of $675,936 and an accumulated deficit of $73,596,738 at Dec. 31, 2010. Webb & Company did not include a "going cocern qualification" in its report on the Company's 2011 financial results. CUMULUS MEDIA: Units Ink $50MM Securitization Facility with GE -------------------------------------------------------------- Certain subsidiaries of Cumulus Media Inc. entered into a five- year, $50 million revolving accounts receivable securitization facility with General Electric Capital Corporation, as a lender, as swing line lender and as administrative agent. In connection with the entry into the Securitization Facility, certain subsidiaries of the Company will, pursuant to a Receivables Sale and Servicing Agreement, dated as of Dec. 6, 2013, sell and/or contribute their existing and future accounts receivable and related assets to CMI Receivables Funding LLC, a special purpose entity and wholly owned subsidiary of the Company. The SPV may thereafter make borrowings from the Lenders, which borrowings will be secured by those receivables and related assets, pursuant to a Receivables Funding and Administration Agreement, dated as of Dec. 6, 2013. Cumulus Media Holdings Inc., a wholly owned subsidiary of the Company, will service the accounts receivable on behalf of the SPV for a monthly fee. Advances available under the Funding Agreement at any time are subject to a borrowing base determined based on advance rates relating to the value of the eligible receivables held by the SPV at that time. The Securitization Facility matures on Dec. 6, 2018, subject to earlier termination at the election of the SPV. As of Dec. 12, 2013, the Company had $25 million outstanding under the Securitization Facility. Advances bear interest based on either the London Interbank Offered Rate plus 2.50 percent or the Index Rate plus 1.00 percent. The SPV is also required to pay a monthly fee based on any unused portion of the Securitization Facility. The Securitization Facility contains representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type. A copy of the Receivables and Servicing Agreement is available for free at http://is.gd/uKsrsO About Cumulus Media Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is an operator of radio stations, currently serving 110 metro markets with more than 525 stations. In the third quarter of 2011, Cumulus Media purchased Citadel Broadcasting, adding more than 200 stations and increasing its reach in 7 of the Top 10 US metros. Cumulus also acquired the Citadel/ABC Radio Network, which serves 4,000+ radio stations and 121 million listeners, in the transaction Cumulus Media said in its annual report for the year ended Dec. 31, 2011, that lenders under the 2011 Credit Facilities have taken security interests in substantially all of the Company's consolidated assets, and the Company has pledged the stock of certain of its subsidiaries to secure the debt under the 2011 Credit Facilities. If the lenders accelerate the repayment of borrowings, the Company may be forced to liquidate certain assets to repay all or part of such borrowings, and the Company cannot assure that sufficient assets will remain after it has paid all of the borrowings under those 2011 Credit Facilities. If the Company was unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and the Company could be forced into bankruptcy or liquidation. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. Holdings estimated debts between $50 million and $100 million but said assets are worth less than $50 million. AR Broadcasting operated radio stations in Missouri and Texas. The Company's balance sheet at Sept. 30, 2013, showed $3.67 billion in total assets, $3.40 billion in total liabilities and $268.43 million in total stockholders' equity. * * * Standard & Poor's Ratings Services in October 2011 affirmed is 'B' corporate credit rating on Cumulus Media. "The ratings reflect continued economic weakness and higher post- acquisition leverage than we initially expected," said Standard & Poor's credit analyst Jeanne Shoesmith. "They also reflect the combined company's sizable presence in both large and midsize markets throughout the U.S." As reported by the TCR on April 3, 2013, Moody's Investors Service downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. The downgrades reflect Moody's view that the pace of debt repayment and delevering will be slower than expected. Although EBITDA for 4Q2012 reflects growth over the same period in the prior year, results fell short of Moody's expectations. CYCLONE POWER: GEL Properties Buys $50,000 Convertible Note ----------------------------------------------------------- Cyclone Power Technologies, Inc., closed a securities purchase agreement with GEL Properties LLC on Dec. 5, 2013. Pursuant to the terms of the Purchase Agreement, GEL purchased from the Company a $50,000 Convertible Promissory Note, bearing 10 percent interest, which matures Dec. 3, 2014. The principal amount of the Note can be converted to common stock of the Company after 180 days from issuance at a 44 percent discount to the average of the two lowest closing prices during the previous 10 trading days. The Company may prepay the Note within the first six months at a premium. The Note bears standard price protection provisions should the Company issue shares at a greater conversion discount, as well as piggy-back registration rights. There are no warrants or other rights attached to the Note. About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. Cyclone Power disclosed a net loss of $3 million on $1.13 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $23.70 million on $250,000 of revenue in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.39 million in total assets, $4.61 million in total liabilities and a $3.21 million total stockholders' deficit. Mallah Furman, in Mallah Furman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. DEWEY & LEBOEUF: Can Subpoena Law Firms In Partner Bonus Disputes ----------------------------------------------------------------- Law360 reported that a New York bankruptcy judge on Dec. 12 allowed Dewey & LeBoeuf LLP to subpoena dozens of law firms to produce documents and appear for examinations over adversary complaints accusing its former partners of receiving bonuses after the firm's insolvency. According to the report, U.S. Bankruptcy Judge Martin Glenn allowed Dewey, which claimed the partners got the bonuses based on profits that never materialized, to issue the subpoenas, according to the one-page order. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DUMA ENERGY: Hydrocarb No Longer a Shareholder ---------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Hydrocarb Corporation disclosed that as of Dec. 4, 2013, it beneficially owned nil shares of common stock of Duma Energy Corp. Hydrocarb previously reported beneficial ownership of 1,859,879 common shares or 12.3 percent equity stake as of Oct. 31, 3013. On Dec. 4, 2013, Hydrocarb sold its holdings (1,859,879 shares) to a private buyer. As a result, Hydrocarb Corporation is no longer owns shares in Duma Energy Corp. A copy of the regulatory filing is available for free at: http://is.gd/JWUhvz 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 $40.47 million on $7.07 million of revenues for the year ended July 31, 2013, as compared with a net loss of $4.57 million on $7.16 million of revenues during the prior year. As of July 31, 2013, the Company had $26.27 million in total assets, $16.91 million in total liabilities and $9.36 million in total stockholders' equity. EDENOR SA: Marcela Sacavini Quits as Director --------------------------------------------- Ms. Marcela Sacavini tendered her resignation, for personal reasons, from her position as regular director of Edenor SA. She was appointed Regular Director by the Ordinary and Extraordinary Shareholders' Meeting held on April 25, 2013. Said resignation is effective as from the date of its submission and will be considered by the Company's Board of Directors at its next meeting. The Company is informed that the resignation is not untimely. About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion of revenue from sales for the year ended Dec. 31, 2012, as compared with a net loss of ARS291.38 million on ARS2.80 billion of revenue from sales for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed ARS 7.72 billion in total assets, ARS 6.50 billion in total liabilities and ARS 1.21 billion in total equity. EDENOR SA: Pampa Holds 4.7% of Shares Outstanding as of Dec. 11 --------------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Pampa Inversiones S.A. and Pampa Energia S.A. disclosed that as of Dec. 11, 2013, they beneficially owned 20,957,800 American Depositary Shares, each representing 20 Class B Shares, of Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR) representing 4.7 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/LeXbU8 About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion of revenue from sales for the year ended Dec. 31, 2012, as compared with a net loss of ARS291.38 million on ARS2.80 billion of revenue from sales for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed ARS 7.72 billion in total assets, ARS 6.50 billion in total liabilities and ARS 1.21 billion in total equity. EDISON MISSION: Faces Second Environmental Action ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that independent power producer Edison Mission Energy must face a second regulatory proceeding initiated by private groups seeking enforcement of Illinois environmental laws regarding coal- fired power plants. According to the report, in November U.S. Bankruptcy Judge Jacqueline P. Cox allowed the Sierra Club to continue proceedings before the Illinois Pollution Control Board contending that four Edison Mission plants in Illinois emit more sulfur dioxide than the law allows. The proceedings halted automatically when EME filed for Chapter 11 protection in December. This week, Cox allowed another non-profit organization, the Environmental Law and Policy Center, to continue a regulatory proceeding before the same state board. Cox's reasons for allowing both proceedings to move forward were much the same. The bankruptcy judge decided that requiring EME to go ahead in the state proceedings "will be beneficial" for the company and won't be "greatly prejudicial." She said that the environmental laws will still be in effect when EME emerges from bankruptcy. Also, environmentalists could sue the day after bankruptcy ends by alleging a continuing violation of pollution regulations. In deciding if a reorganizing company must face a legal action outside of bankruptcy court, Cox said it's "important for the sake of public health to deal with these issues now, rather than wait to do so at a later date." Cox found "cause" for modifying the so-called automatic stay to permit continuation of the environmental proceedings. She ruled in favor of EME by saying that the private group doesn't have the same rights as government regulators to continue environmental proceedings despite bankruptcy. EME, a subsidiary of non-bankrupt parent Edison International Inc., has a reorganization plan on file supported by "all of the debtor's major stakeholders," including the official creditors' committee and holders of 45 percent of the senior unsecured notes, EME previously said. The plan calls for selling the business to NRG Energy Inc. for $2.635 billion, including cash of $2.285 billion and $350 million in stock. For details on the plan and creditors' recoveries, click here for the Dec. 5 Bloomberg bankruptcy report. EME's $1.2 billion in 7 percent senior unsecured notes maturing in 2017 traded at 12:34 p.m. on Dec. 12 for 74.3 cents on the dollar, up 41.5 percent from immediately before bankruptcy, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors other than Camino Energy Company are represented by David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M. Sprayragen, Esq., at Kirkland & Ellis LLP. Counsel to Debtor Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins LLC. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. In November 2013, Edison Mission Energy filed a reorganization plan to carry out a sale of its business to NRG Energy Inc. NRG, based in Princeton, New Jersey, will pay $2.64 billion, including $2.29 in cash billion and $350 million in stock. The plan calls for secured creditors and unsecured creditors of the operating companies to be paid in full. Unsecured creditors of Santa Ana, California-based EME will split what remains of the purchase price and the NRG stock. EME's subordinated creditors receive nothing under the plan. The hearing to approve the disclosure statement will take place Dec. 18. ELEPHANT TALK: Has Until Jan. 31 to Retain NYSE Compliance ---------------------------------------------------------- The NYSE MKT LLC has notified Elephant Talk Communications Corp. that it has extended the period for which the Company can work to regain compliance with the Exchange's listing standards until Jan. 31, 2014. Based on a review of information provided by Elephant Talk through Dec. 4, 2013, the Exchange has determined that while the Company has not yet regained full compliance with Section 1003(a)(iv) of the Exchange's Company Guide, the Company has made an acceptable demonstration of its ability to regain compliance by the end of the extended plan period. The Company is devoted to regaining compliance with the Exchange's listing standards. The Company will continue to remain subject to periodic review by the Exchange during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the Exchange. "Management remains in discussions with the NYSE MKT in order to complete the necessary steps to regain full listing compliance," said Steven van der Velden, CEO of the Company. "Our recurring revenue model combined with our 79% gross margins, have positioned us to continue trending towards profitability and the foundation for regaining compliance with the listing standards. We expect to continue to grow our sales and Adjusted EBITDA through our mobile platforms in Europe, the Americas and the Middle East and the integration of ValidSoft's technology with FICO's platform. We are confident we will regain compliance in the near future." About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $46.45 million in total assets, $22.53 million in total liabilities and $23.91 million in total stockholders' equity. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. ELEPHANT TALK: Inks New Terms of Employment for CEO and President ----------------------------------------------------------------- The Compensation Committee of the Board of Directors of Elephant Talk Communications Corp. approved new employment terms for its President and Chief Executive Officer, Steven van der Velden. The new terms, which become effective as of Jan. 1, 2014, are as follows: * continued employment for four year contract term; * base compensation of EUR300,000 per calendar year; * eligible for annual cash bonus equal to 50 percent of base compensation, based upon the achievement of bonus targets established by the Committee for each calendar year; * if Mr. van der Velden's employment is terminated by the Company for any reason other than gross misconduct during the first two years of the contract term, severance equal to any unpaid compensation due during the first two years of the contract term; and * If Mr. van der Velden's employment is terminated by the Company for any reason other than gross misconduct during the second two years of the contract term, severance equal to any unpaid compensation due during the second two years of the contract term. In connection with establishing the new employment terms for Mr. van der Velden, on Dec. 4, 2013, the Committee awarded Mr. van der Velden options to purchase 3,560,000 shares of the Company's common stock, par value $0.00001, at an exercise price of $0.94 per share of Common Stock, of which (i) 1,200,000 shares were immediately vested, (ii) an additional 900,000 shares are eligible to vest based on the attainment of performance goals to be established by the Committee for calendar year 2014, (iii) an additional 900,000 shares are eligible to vest based on the attainment of performance goals to be established by the Committee for calendar year 2015 and (iv) the remaining 560,000 shares are eligible to vest based on the attainment of performance goals to be established by the Committee for calendar year 2016. In addition, the Committee agreed to grant Mr. van der Velden an option to purchase an additional 1,240,000 shares in January 2014, of which (i) 340,000 shares are eligible to vest based on the attainment of performance criteria established by the Committee for calendar year 2016, and (ii) the remaining 900,000 shares are eligible to vest based on the attainment of performance criteria established by the Committee for calendar year 2017. The option grants to Mr. van der Velden are subject to stockholder approval of the Company's Amended and Restated 2008 Long-Term Incentive Compensation Plan at the Company's 2013 Annual Meeting of Stockholders to be held on Dec. 18, 2013. The Company intends to enter into an employment agreement with Mr. van der Velden evidencing the new employment terms. On Dec. 9, 2013, the Company entered into an employment agreement with Floris van den Broek to serve as vice president of the Company's Mobile Platform Business Unit. In connection with joining the Company, Mr. van den Broek was granted options to purchase 4,500,000 shares of Common Stock, of which (i) 900,000 shares were immediately vested, and (ii) an additional 900,000 shares are eligible to vest based on the attainment of performance goals to be established by the Committee for each of calendar years 2015, 2016, 2017 and 2018. Mr. van den Broek's option grant is subject to stockholder approval of the Amended 2008 Plan at the Annual Meeting. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $46.45 million in total assets, $22.53 million in total liabilities and $23.91 million in total stockholders' equity. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. EMPIRE RESORTS: Registers 1.1 Million Shares for Resale ------------------------------------------------------- Empire Resorts, Inc., registered with the U.S. Securities and Exchange Commission 1,083,335 shares of common stock issuable upon the exercise of outstanding warrants. The warrants were issued to Joseph Bernstein pursuant to the terms of certain agreements between him and the Company. The Company will not receive any of the proceeds from the sale of the shares. However, the Company will receive the exercise price of any warrants exercised for cash. To the extent that the Company receives cash upon exercise of any warrants, the Company expects to use that cash for general corporate purposes. The Company common stock is traded on the NASDAQ Global Market under the symbol "NYNY." The last reported sale price on Dec. 10, 2013, was $4.68 per share. A copy of the Form S-1 prospectus is available for free at: http://is.gd/aahcWJ 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. EQUIPOWER RESOURCES: S&P Affirms 'BB' Rating on $1.4BB Loans ------------------------------------------------------------ Standard & Poor's Rating Services said it affirmed its 'BB' issue rating on EquiPower Resources Holdings LLC's $1.4 billion of first-lien term loans and $146 million first-lien revolving credit and letter of credit facility. The outlook is stable. The '1' recovery rating is unchanged. "The rating affirmation reflects our view of the modest weakening in near-term financial ratios such as debt per kilowatt and debt service coverage that the acquisition-related debt will cause," said Standard & Poor's credit analyst Richard Cortwright. Over time, due to the relative certainty provided by the capacity markets over the next three years in PJM and in Independent System Operator (ISO)-New England, where all of EquiPower Resources' assets are located, these ratios tend to converge with those expected before this latest acquisition. The 464 MW simple-cycle Richland/Stryker generation assets (RSG) are peaking assets located in the constrained ATSI region of western PJM. The nameplate capacities are 444 MW for the six-unit Richland facility, and 20 MW for the single oil-fired Stryker turbine. The capacity factor for these units is not expected to exceed single digits; however, longer-term capacity factors might strengthen depending on the level of fossil asset retirements in the ATSI and neighboring regions. Because the assets are in PJM, there is as good price visibility as any market offers, through April 2017. Therefore, reliability and plant availability are critical, as are future capacity prices, to future financial performance. With respect to reliability, the assets have performed well over the past five years. The 'BB' debt rating reflects these risks: -- The prospect of eventual environmental laws becoming more stringent, affecting the performance of the coal-fired Kincaid, despite environmental mitigants already in place. -- Exposure to merchant power markets. -- Exposure to hedge losses for operational underperformance. -- Cash flow that is highly sensitive to changes in operating heat rates and spark spreads. -- Refinancing risk of about $180 per kW at maturity in 2018 under S&P's case and $165 per kW by 2019. -- The above-average age of several of the plants. The following strengths support the 'BB' rating: -- Investment-grade counterparty hedges for a large share of generation through 2014. The parent guarantees a minimum margin floor at Liberty through 2015. -- Capacity price visibility through April 2017 in PJM and New England. Although capacity prices are unpredictable, regulators are likely eventually to develop a methodology that stabilizes prices at levels that attract investment. -- A 100% excess cash flow sweep that reduces refinancing risk, although it is paid after income tax-related distributions to equity. -- Solid operational histories at Elwood and Kincaid. -- Upgrades at certain of the Lake Road and Milford units, which have had operational problems in the past. The stable outlook reflects predictable cash flows from hedges, modestly enhanced exposure to capacity prices in the PJM region, and expectations of sustained strong operational results from the assets. S&P sees more downside risk than upward momentum for credit quality. In S&P's view, the age of some assets compared with peers may cause operational challenges such as more frequent forced outages than currently estimated, or availability that is lower than expected. Ratings may also be affected if Kincaid needed greater environmental compliance-related investment. A downgrade is possible if merchant revenues suffered from factors such as weaker-than-expected spark spreads or operational performance, or higher operating and maintenance costs that led to expected debt at maturities being greater than about $250 per kW or DSCR declining below 1.3x on a steady basis. An upgrade is unlikely given the high initial leverage, and would require a large and sustainable improvement in merchant market prices that would lead to refinancing risk of below $100 per kW and debt service coverage levels consistently above 1.75x. FNBH BANCORP: Issues $17.5 Million Worth of Preferred Shares ------------------------------------------------------------ FNBH Bancorp, Inc., closed on a private placement transaction by issuing a total of approximately 17,500 shares of Preferred Stock in exchange for aggregate gross proceeds to the Company of approximately $17.5 million. After payment of estimated offering expenses of approximately $1.1 million, the Company expects to receive net proceeds of approximately $16.4 million. The Preferred Stock is convertible into shares of the Company's common stock at a rate reflecting a price per share of common stock of $0.70, subject to certain anti-dilution adjustments. The conversion into common stock will take place automatically upon the approval by the Company's shareholders of additional shares of authorized common stock. Until converted into common stock, the Preferred Stock has terms that are substantially identical to the terms applicable to the Company's outstanding common stock with respect to dividends, distributions, voting, and other matters. For matters submitted to a vote of the holders of the Company's common stock, including the proposal to authorize additional shares of common stock, the Preferred Stock will vote with the common stock, as a single class, as if the Preferred Stock was already converted into common stock. The shares of Preferred Stock issued by the Company in this private placement transaction are convertible into approximately 25 million shares of the Company's common stock. 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 Sept. 30, 2013, showed $301.79 million in total assets, $292.65 million in total liabilities and $9.14 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." FREDERICK'S OF HOLLYWOOD: Incurs $7.7MM Net Loss in Oct. 26 Qtr. ---------------------------------------------------------------- Frederick's of Hollywood Group Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss applicable to common shareholders of $7.69 million on $19.73 million of net sales for the three months ended Oct. 26, 2013, as compared with a net loss applicable to common shareholders of $5.20 million on $22.45 million of net sales for the three months ended Oct. 27, 2012. The Company's balance sheet at Oct. 26, 2013, showed $38.78 million in total assets, $63.42 million in total liabilities, and a $24.64 million total shareholders' deficiency. "The Company had net losses of $23,455,000 and $6,516,000 for the years ended July 27, 2013 and July 28, 2012 and had a net loss of $7,694,000 for the three months ended October 26, 2013. As of October 26, 2013, the Company had a working capital deficiency of $19,258,000 and a shareholders' deficiency of $24,641,000. The Company used cash of $13,126,000 and $6,571,000 in operating activities for the years ended July 27, 2013 and July 28, 2012 and used cash of $4,491,000 in operating activities for the three months ended October 26, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said in the Form 10-Q. A copy of the Form 10-Q is available for free at: http://is.gd/uWyxh2 About Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. Mayer Hoffman McCann expressed substantial doubt about the Company's ability to continue as a going concern, citing the company has suffered recurring losses from continuing operations, has negative cash flows from operations, has a working capital and a shareholders' deficiency at July 27, 2013. The Company reported a net loss of $22,522,000 on $86,507,000 of net sales in 2013, compared with a net loss of $6,432,000 in 2012. FREESEAS INC: Insurers to Pay $1.1-Mil. for Hijacked Vessel ----------------------------------------------------------- FreeSeas Inc. has entered into terms with the insurers of M/V Free Goddess pursuant to which the sum of US$1,100,000 will be paid by the insurers to the Company. The amount of US$700,000 has already been disbursed in favor of the Company pursuant to the terms agreed. The M/V Free Goddess had been hijacked by pirates in February 2012 and under repairs at her port of refuge since her release in October 2012. As a result of the repairs progress and the funding received, the vessel is now expected to shortly return to service. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. As of Sept. 30, 2013, the Company had $107.35 million in total assets, $106.63 million in total liabilities, all current, and $711,000 in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. GETTY IMAGES: Bank Debt Trades at 8% Off ----------------------------------------- Participations in a syndicated loan under which Getty Images Inc. is a borrower traded in the secondary market at 92.31 cents-on- the-dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.17 percentage points from the previous week, The Journal relates. Getty Images Inc. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 14, 2019, and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. * * * As reported in the Troubled Company Reporter on Sept. 5, 2013, Moody's Investors Service placed the ratings of Getty Images on review for downgrade based on weaker than expected results through 2Q2013 and Moody's revised expectations for the next 12 months. According to Moody's, Corporate Family Rating of Issuer: Getty Images, Inc. and Abe Investment Holdings, Inc., currently B2, is placed on review for possible downgrade. GORDIAN MEDICAL: Confirmation Hearing Continued to Jan. 15 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has further continued to Jan. 15, 2014, at 2:00 p.m., the hearing on confirmation of the Chapter 11 Plan filed by Gordian Medical, Inc., on Aug. 23, 2013. As reported in the TCR on Aug. 27, 2013, the Plan provides for the payment of all allowed claims in full on the later of the effective date of the Plan and the date upon which a claim becomes an allowed claim and the continued operation of the Debtor's business. The source of funds for the payments that the Reorganized Debtor will be required to make (or reserve for) on the Plan Effective Date is Cash on hand and the contribution to be made by Gerald Del Signore in an amount not to exceed $7.5 million. Because all Claims against, and Interests, in the Debtor are unimpaired under the Plan, the Debtor is not soliciting acceptances or rejections of the Plan from these claims and or interests. A copy of the Debtor's Plan of Reorganization, dated Aug. 23, 2013, is available at: http://bankrupt.com/misc/gordianmedical.doc685.pdf 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. GORDON PROPERTIES: Hearing on DIP Loan Continued Until Dec. 17 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia continued until Dec. 17, 2013, at 11 a.m. the hearing to consider the request of Gordon Properties, LLC, and Condominium Services, Inc. to incur subordinated secured debt. As reported in the Troubled Company Reporter on Nov. 28, 2013, the Debtors sought authorization to borrow money on a subordinated secured basis. The Debtor related that their owners and operators -- family members Bryan Sells, Elizabeth Sells (Bryan's sister), Lindsay Wilson (Bryan's and Elizabeth's cousin), and Julie Langdon (Lindsay's sister) -- have committed to lend up to $500,000 on an ongoing basis as and when funds may be required, to Gordon Properties for its ongoing cash needs, pursuant to the terms of a Commercial Credit Line Promissory Note and Credit Line Deed of Trust, similar in form and content to the Note and Deed of Trust utilized in the prior borrowing motions. The collateral intended to secure the loan will be one or more of the unencumbered condominium units owned by Gordon Properties at The Forty Six Hundred Condominium. As with the previous borrowings, the owners have agreed to subordinate their right to payment under the Note and Deed of Trust to all allowed claims, that is, the owners agree to subordinate their right to payment under the Notes and Deed of Trust to the rights of all allowed claimants in the Gordon Properties case. Accordingly, no creditor in Gordon Properties' case will be adversely affected by the loan. As reported in the Troubled Company Reporter, the owners may decide amongst themselves, in their discretion, which of them will provide the funding, when the funding will be provided, and how much any particular owner will fund, provided, however, that the total amount of the loan outstanding at any one time will not exceed $500,000. Early in the case, Gordon Properties exhausted its cash supporting its business operations and litigation expenses. The Debtor requires additional borrowing to meet its operating and litigation expenses. The Debtor said that all or some of its owners are prepared to lend money to help fund its ongoing cash needs. The Debtor is owned and operated by family members Bryan Sells, Elizabeth Sells, Lindsay Wilson, and Julie Langdon, each of whom owns 25% of the membership interests. About Gordon Properties, LLC Alexandria, Va.-based Gordon Properties, LLC, owns 40 condominium units in a high-rise apartment building with both residential and commercial units and two commercial units adjacent to the high- rise building. Gordon Properties' ownership of these condos represents about a 20% interest in the Forty Six Hundred Condominium project -- http://foa4600.org/-- in Alexandria. Gordon Properties also owns one of the adjacent commercial units, a restaurant. Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va. Gordon Properties disclosed $11,149,458 in assets and $1,546,344 in liabilities. Condominium Services filed its chapter 11 petition (Bankr. E.D. Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the condominium association, with a disputed claim of $436,802.00. The association filed a proof of claim asserting a claim of $453,533.12. A second proof of claim was filed by the Internal Revenue Service for $1,955.45. According to its schedules, if both claims are allowed, it has a net deficit of about $426,900. CSI is wholly owned by Gordon Properties. In February 2012, Judge Mayer denied the motion of the association to substantively consolidate the chapter 11 bankruptcy cases of Gordon Properties and Condominium Services, Inc., the condominium management company. Gordon Properties and CSI opposed the motion. The two cases were previously administratively consolidated. Stephen E. Leach has been appointed as examiner in the Debtor's case. Leach Travell Britt, PC, represents the examiner as counsel. GREEN EARTH: Stockholders Elect Two Directors --------------------------------------------- Green Earth Technologies, Inc., on Dec. 10, 2013, held its 2013 annual meeting of stockholders during which: 1) David Buicko and Humbert Powell were elected as directors to serve until the 2016 annual meeting of the Company's stockholders or until their respective successors have been elected and qualified; 2) an amendment of the Company's certificate of incorporation to increase the number of shares of common stock authorized from 300,000,000 to 500,000,000 shares was approved; 3) the appointment of independent auditors for fiscal year 2014 was ratified; 4) the stockholders selected every year as the desired frequency of future advisory vote on executive compensation; and 5) the executive compensation was approved on an advisory basis. About Green Earth Technologies White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB: GETG) -- http://www.getg.com/-- markets, sells and distributes bio-degradable performance and cleaning products. The Company's product line crosses multiple industries including the automotive aftermarket, marine and outdoor power equipment markets. Green Earth reported a net loss of $6.59 million on $8.03 million of net sales for the year ended June 30, 2013, as compared with a net loss of $11.26 million on $7.38 million of net sales during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $8.71 million in total assets, $23.58 million in total liabilities and a $14.86 million total stockholders' deficit. Friedman LLP, in East Hanover, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company's losses, negative cash flows from operations, working capital deficit, related party note currently in default and its ability to pay its outstanding liabilities through fiscal 2014 raise substantial doubt about its ability to continue as a going concern. GREEN FIELD ENERGY: Was Talking Debt Swap With Noteholders ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Green Field Energy Services Inc., an oil-field services provider, was working on a reorganization before the Chapter 11 filing in October where ownership would have been transferred initially to holders of the 13 percent senior unsecured notes. According to the report, Columbia Management Investment Advisers LLC, one of the noteholders, said it was in discussions before bankruptcy among Green Field, an affiliate of Royal Dutch Shell Plc, and Michael B. Moreno. Although no agreement was reached, a term sheet was produced for a bankruptcy reorganization, Columbia said. While noteholders would initially receive all the new stock, Shell was slated to receive new debt for "substantially less" than the amount of its claim, payable over time, or new stock in the alternative. Lafayette, Louisiana-based Green Field filed in Chapter 11 after defaulting on the $80 million Shell credit. Unsecured creditors were to receive a small amount, perhaps $250,000, serving as seed money to fund a liquidating trust designed to file lawsuits. The discussions called for Moreno to contribute Turbine Generation Services LLC in return for part ownership of a new company to become owner of reorganized Green Field. The noteholders would contribute their stock to be part owners. Columbia said the discussions were secret. It disclosed the term sheet because a confidentiality agreement expired. About Green Field Energy Green Field Energy Services, Inc., 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. Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. GSC GROUP: Manzo, Capstone, Kaye Scholer Docked for Fees -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that culmination of the bankruptcy for fund manager GSC Group Inc. entailed "sweeping allegations of misconduct" made against Capstone Advisory Group LLC and Robert Manzo, the company's financial advisers, and against GSC's lawyers from Kaye Scholer LLP, U.S. Bankruptcy Judge Shelley C. Chapman said in a 120-page opinion on Dec. 12 docking their fees. According to the report, ironically, the allegations of misconduct "would likely not have been discovered" had Capstone not sought a $3.25 million bonus on top of about $6 million in fees, the judge said. The crux of the controversy was whether Manzo improperly failed to disclose he wasn't an employee of Capstone and had a fee-sharing arrangement with the advisory firm. Although Judge Chapman called Manzo "one of the leading financial advisers," she said he and Capstone "purposefully did not disclose" the fee arrangement. Kaye Scholer was called to task because it was the law firm that drafted papers with faulty disclosures. Judge Chapman reduced Capstone's fees by almost $1.5 million, granting the firm about $4.4 million from a $5.9 million fee request. In addition, Capstone withdrew a request originally seeking a $3.25 million bonus. Judge Chapman said Capstone "barely concedes it made any mistakes." The judge said her decision to cut fees was informed by "Capstone's lack of any second thoughts, let alone remorse, at what has transpired here." "If anything is clear," Judge Chapman said, it's that "Capstone is not entitled to a bonus simply for doing its job." Although not unscathed, Kaye Scholer came out with less criticism because the firm early on admitted that "mistakes were made." Consequently, Judge Chapman accepted the firm's offer to reduce fees about 28 percent, from about $5.4 million to $3.9 million. Judge Chapman said Kaye Scholer's work in the case was "stellar." Just before the fee dispute began, a creditor discovered that Manzo didn't disclose he was a consultant to Capstone, not an employee. No one would have lost any fees if there were disclosure, Judge Chapman said. The judge said that being a consultant fell with the ambit of an associate or "of counsel," where the terms of employment needn't be disclosed under Section 504(b) of the Bankruptcy Code. Judge Chapman handed out sanctions because "it is incumbent upon the professional to make full disclosure," allowing the judge to decide whether the fee-sharing arrangement is permissible or not. Judge Chapman said Capstone's "attitude toward its duty of disclosure falls somewhere on the continuum between lackadaisical and arrogant." Judge Chapman removed Manzo from his position heading the trust completing the liquidation for creditors. One of the creditors, Black Diamond Capital Finance LLC, led the attack on Kaye Scholer, Capstone and Manzo. Judge Chapman protected Kaye Scholer from being sued later by Black Diamond. She said that her fee award to the firm would bar anyone from bringing a malpractice claim. Judge Chapman said the malpractice allegations directed at Kaye Scholer "should be added to the waste bin of frivolous and mean- spirited pleadings." Joseph Baio, a lawyer for Manzo; Steven Mandelsberg, counsel for Capstone; and Scott Hazen, representing Kaye Scholer, didn't immediately respond to phone calls seeking comment, the report said. Black Diamond was the proponent of GSC's Chapter 11 plan approved and confirmed in February 2012. Originally named Greenwich Street Capital Partners Inc. when it was a subsidiary of Travelers Group Inc., GSC became independent in 1998 and at one time had $28 billion of assets under management. About GSC Group Florham Park, New Jersey-based GSC Group, Inc. -- http://www.gsc.com/-- was a private equity firm that specialized in mezzanine and fund of fund investments. Originally named Greenwich Street Capital Partners Inc. when it was a subsidiary of Travelers Group Inc., GSC became independent in 1998 and at one time had $28 billion of assets under management. Market reverses, termination of some funds, and withdrawal of customers' investments reduced funds under management at the time of bankruptcy to $8.4 billion. GSC Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010, estimating assets at $1 million to $10 million and debts at $100 million to $500 million as of the Chapter 11 filing. Effective Jan. 7, 2011, James L. Garrity Jr., was named Chapter 11 trustee for the Debtors. The Chapter 11 trustee completed the sale of business in July 2011 and filed a liquidating Chapter 11 plan and explanatory disclosure statement in late August. The bankruptcy court authorized the trustee to sell the business to Black Diamond Capital Finance LLC, as agent for the secured lenders. Proceeds were used to pay secured claims. The price paid by the lenders' agent was designed for full payment on $256.8 million in secured claims, with $18.6 million cash left over. Black Diamond bought most assets with a $224 million credit bid, a $6.7 million note, $5 million cash, and debt assumption. A minority group of secured lenders filed an appeal from the order allowing the sale. Through a suit in state court, the minority lenders failed to halt Black Diamond from completing the sale. The Chapter 11 Trustee and Black Diamond filed rival repayment plans for GSC Group. The Chapter 11 trustee reached a handshake deal on Dec. 13, 2011, ending the dispute with Black Diamond that delayed a $235 million asset sale. Michael B. Solow, Esq., at Kaye Scholer LLP, served as the Debtor's bankruptcy counsel. Epiq Bankruptcy Solutions, LLC, was the Debtor's notice and claims agent. Capstone Advisory Group LLC served as the Debtor's financial advisor. The Chapter 11 trustee tapped Shearman & Sterling LLP as his counsel, and Togut, Segal & Segal LLP as his conflicts counsel. Black Diamond Capital Management, LLC, is represented by attorneys at Latham & Watkins and Kirkland & Ellis LLP. GYMBOREE CORP: Bank Debt Trades at 3% Off ----------------------------------------- Participations in a syndicated loan under which Gymboree Corp is a borrower traded in the secondary market at 97.14 cents-on-the- dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.32 percentage points from the previous week, The Journal relates. Gymboree Corp pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 23, 2018, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in San Francisco, California, The Gymboree Corporation sells infant and toddler apparel. The company designs and distributes infant and toddler apparel through its stores which operates under the "Gymboree", "Gymboree Outlet", "Janie and Jack" and "Crazy 8" brands in the United States, Canada and Australia. The company is owned by affiliates of Bain Capital Partners LLC. * * * As reported in the Troubled Company Reporter on May 9, 2013, Moody's Investors Service confirmed The Gymboree Corporation's Corporate Family Rating at B3, concluding the review for downgrade that began on December 13, 2012. The rating outlook is negative. HARVEST OPERATIONS: S&P Lowers CCR to 'B+'; Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Calgary, Alta.-based exploration and production company Harvest Operations Corp. (HOC) to 'B+' from 'BB-'. The outlook is negative. At the same time, Standard & Poor's affirmed its 'BB-' issue-level rating on HOC's senior unsecured debt. Standard & Poor's removed these ratings from CreditWatch, where they had been placed with negative implications Nov. 26, 2013. The 'A+' issue-level rating on the company's senior secured debt is unchanged. "The ratings on Harvest reflect our view of a somewhat weaker business risk profile under our revised criteria published Nov. 19," said Standard & Poor's credit analyst Michelle Dathorne. Although S&P assess the company's competitive advantage and operating efficiency as somewhat stronger than what it normally associates with the rating, HOC's below-average and high volatility of profitability, in conjunction with limited scale and diversification, all contribute to its "vulnerable" business risk profile. Nevertheless, S&P believes the upstream segment benefits somewhat from the natural hedge from its 100% owned refinery. Despite S&P's overall assessment of the company's competitive position, HOC's upstream cost profile compares favorably relative to that of its upstream peers. S&P believes the company's forecast negative free cash flow generation is unlikely to be bridged with cash or equity infusions from its parent company, Korea National Oil Corp. (KNOC), so S&P believes its cash flow protection metrics could continue to deteriorate throughout its forecast period. Harvest is a regional oil and gas producer with operations in five core areas in the Western Canadian Sedimentary Basin: southern, east-central, and western Alberta; northern Alberta and British Columbia; and southeast Saskatchewan. The company added a refining and marketing segment with the acquisition of North Atlantic Refining Ltd. in October 2006. The negative outlook reflects S&P's view that HOC's credit profile could continue to weaken if its profitability profile deteriorates further and the magnitude of its negative free operating cash flow generation increases. The company's total near-term production is likely to remain fairly flat (or decline marginally), so S&P do not expect cash flow generation to increase to support projected capital spending. As a result, S&P don't expect forecast core and supplemental cash flow metrics, specifically, funds from operations (FFO)-to-debt and free operating cash flow (FOCF)-to- debt, to strengthen sufficiently to support a stronger cash flow adequacy and leverage profile. S&P projects FOCF to remain negative throughout its forecast period, and as a result, S&P expects HOC's highly leveraged supplemental cash flow metric will continue to hamper the company's aggressive consolidated cash flow adequacy and leverage profile. If the volatility of HOC's profitability increases, such that its overall profitability profile deteriorates, the company's business risk profile could weaken, moving to the lower end of the vulnerable business risk profile. Furthermore, if Harvest's fully adjusted FFO-to-debt falls below 20%, its cash flow adequacy and leverage profile will weaken, and could adversely affect the long- term corporate credit rating. In addition, S&P could lower the ratings if its view of HOC as a component of its parent company changes, such that it no longer view it as a moderately strategic asset for KNOC. S&P would revise the outlook to stable if a subsequent three-year weighted average estimate of Harvest's fully adjusted FFO-to-debt improved to about 25%. Based on S&P's current forecasting assumptions, its weighted average FFO-to-debt for the company for 2013-2015 is slightly above 21%. This is at the bottom end of the range for S&P's current assessment of Harvest's financial risk profile. HOC could improve its cash flow protection metrics, if cash flow generation improves or debt fell from its Sept. 30, 2013 level. HOSPITALITY STAFFING: $23-Mil. Sale Gets Judge's Approval --------------------------------------------------------- Law360 reported that a Delaware bankruptcy judge gave the nod on Dec. 12 to Hospitality Staffing Solutions Group LLC's $23 million sale to an investment group led by private equity firm Littlejohn & Co. LLC over the objection of unsecured creditor AIG Property Casualty Inc., which argued the deal was a "bad faith" transaction. According to the report, AIG argued that the sale was engineered to only benefit the buyer -- which was part of a group that purchased HSS' prepetition secured debt the same month it filed for Chapter 11 protection. About Hospitality Staffing Solutions Hospitality Staffing Solutions, LLC (HSS) -- http://www.hssstaffing.com-- is a hospitality staffing company. Established in 1990, the company's team of hotel industry experts works with 4 and 5 star properties in 35 states and 62 markets across the country. Hospitality Staffing Solutions and various affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 13-12740) on Oct. 24, 2013, to facilitate a sale of the business to HS Solutions Corporation, an entity formed by LJC Investments I, LLC and a group of investors including Littlejohn Opportunities Master Fund, L.P., Caymus Equity Partners and Management, and SG Distressed Debt Fund LP. The investor group acquired $22.9 million of the Company's secured bank debt on Oct. 11. That debt is in default. The sale transaction is subject to higher and better offers. The Chapter 11 cases are before Judge Brendan Linehan Shannon. The Debtors are represented by Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq., Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial advisor is Conway Mackenzie, Inc., and their investment banker is Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims and noticing agent. The investor group is providing DIP financing. They are represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq., at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. HOUSTON REGIONAL: Rockets Take Lead Role in Sports Network ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Houston Rockets of the National Basketball Association have taken over the role of lead negotiator looking for a buyer to assume broadcasting rights now held by a Houston sports television network named Houston Regional Sports Network LP. According to the report, in September, Comcast Corp. and others filed an involuntary Chapter 11 petition against the network that carries games of the Rockers and the Houston Astros baseball club. The network is a joint venture among Comcast and the two teams. Comcast also sought a trustee. Originally, the bankruptcy judge in Houston worked out an arrangement where the Astros would be the lead negotiator to find a new broadcaster. The Rockets has taken over the lead role at least until the next status conference in bankruptcy court on Jan. 7. In the meantime, the judge will hold off ruling on whether the network should be in bankruptcy. The teams disagree on whether the network should be in Chapter 11 reorganization involuntarily. Initially, the Astros wanted the bankruptcy dismissed while the Rockets favored Chapter 11. Comcast previously said in filings that it's willing to buy the network's assets, which have "significant value." A "substantial majority" of the network's revenue comes from redistribution of the teams' games, according to court papers. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. HOVNANIAN ENTERPRISES: Posts $32.8 Million Net Income in Q4 ----------------------------------------------------------- Hovnanian Enterprises, Inc., reported net income of $32.81 million on $591.68 million of total revenues for the three months ended Oct. 31, 2013, as compared with a net loss of $84.41 million on $487.04 million of total revenues for the same period a year ago. For the 12 months ended Oct. 31, 2013, the Company reported net income of $31.29 million on $1.85 billion of total revenues as compared with a net loss of $66.19 million on $1.48 billion of total revenues for the same peirod during the prior year. As of Oct. 31, 2013, the Company had $1.75 billion in total assets, $2.19 billion in total liabilities and a $432.79 million total deficit. "We are pleased to report a year of solid profitability, driven by revenue growth, gross margin improvement and operating efficiencies," stated Ara K. Hovnanian, Chairman of the Board, president and chief executive officer. "Although our sales slowed from July through September due to the adverse impacts of higher mortgage rates, the sequester and the government shutdown, we are happy to report that our sales improved back to prior year levels in October and exceeded last year's levels in November. Entering 2014 with a higher backlog, gross margin and community count, gives us optimism that, excluding any expenses related to early retirement of debt, fiscal 2014 should result in greater levels of profitability and continued leveraging of our fixed costs. Further, we continue to believe that household formations, the primary driver of housing demand, will ultimately lead to increased demand for new homes and we continue to believe that our industry is still in the early stages of a housing recovery." A copy of the press release is available for free at: http://is.gd/KMU3cI About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. * * * As reported by the Troubled Company Reporter on April 25, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'. "The upgrade reflects strengthening operating performance supported by the broader recovery in the housing market that, we believe, should support modest profitability in 2013," said Standard & Poor's credit analyst George Skoufis. In the Dec. 9, 2013, edition of the tCR, Fitch Ratings has upgraded the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc. (NYSE: HOV) to 'B-' from 'CCC'. The upgrade and the Stable Outlook reflects HOV's operating performance year-to-date (YTD), adequate liquidity position, and moderately better prospects for the housing sector during the remainder of this year and in 2014. Hovnanian carries 'Caa2' corporate family and probability of default ratings from Moody's. As reported in the TCR on Aug. 5, 2013, Moody's Investors Service raised the Corporate Family Rating of Hovnanian Enterprises, Inc. to Caa1 from Caa2. The upgrade reflects both the industry's growing strength and Hovnanian's own improved results, which make it far less likely that the company will default on its debt obligations. IBAHN CORP: Seeks Approval of Incentive Plan for 3 Officers ----------------------------------------------------------- iBahn Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware to approve a performance-based incentive plan and authorize payments thereunder to certain employees. The Debtors relate that in order to maximize the value of their assets for the benefit of all creditor constituencies, they are pursuing a sale of substantially all of their assets. They believe the key employee incentive plan will incentivize certain of the employees whose work is critical to achieving the sale or Plan. The incentive plan covers three employees: Edward Helvey, chief executive officer and president; Ryan Jonson, chief financial officer and Jack Brannelly, general counsel. The maximum aggregate amount of incentive payments that could be payable under the incentive Plan is $140,000. A copy of the terms of KEIP is available for free at http://bankrupt.com/misc/IBAHNCORPincentiveplan.pdf About iBAHN Corporation Salt Lake City, Utah-based iBAHN Corporation, a provider of Internet services to hotels, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12285), citing a loss of contracts with largest customer Marriott International Inc. and patent litigation costs. iBAHN Corporation disclosed $19,960,035 in assets and $15,925,016 in liabilities as of the Chapter 11 filing. The petitions were signed by Ryan Jonson as chief financial officer. Judge Peter J. Walsh presides over the case. Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors' counsel. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. IDERA PHARMACEUTICALS: Integrated Core Holds 5.1% Equity Stake -------------------------------------------------------------- Integrated Core Strategies (US) LLC and its affiliates disclosed in a Schedule 13G filed wih the U.S. Securities and Exchange Commission that as of Dec. 5, 2013, they beneficially owned 3,242,845 shares of common stock of Idera Pharmaceuticals, Inc., representing 5.1 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/1O4L3B About Idera Pharmaceuticals Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. In the auditors' report on the consolidated financial statements for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston, Mass., expressed substantial doubt about Idera's ability to continue as a going concern, citing recurring losses and negative cash flows from operations and the necessity to raise additional capital or alternative means of financial support, or both, prior to Dec. 31, 2013, in order to continue to fund its operations. The Company reported a net loss of $19.2 million on $51,000 of revenue in 2012, compared with a net loss of $23.8 million on $53,000 of revenue in 2011. Revenue in 2012 and 2011 consisted of reimbursement by licensees of costs associated with patent maintenance. The Company's balance sheet at Sept. 30, 2013, showed $39.57 million in total assets, $2.46 million in total liabilities, and stockholders' equity of $37.11 million. IOWORLDMEDIA INC: Incurs $2.2 Million Net Loss in Third Quarter --------------------------------------------------------------- ioWorldMedia, Incorporated, filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.24 million on $464,771 of sales for the three months ended Sept. 30, 2013, as compared with a net loss of $204,229 on $397,644 of sales for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company incurred a net loss of $2.78 million on $1.23 million of sales as compared with a net loss of $539,920 on $1.20 million of sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $577,057 in total assets, $2.59 million in total liabilities, $5.77 million in convertible preferred stock and a $7.78 million total stockholders' deficiency. A copy of the Form 10-Q is available for free at: http://is.gd/RxLWhI About ioWorldMedia Tampa, Fla.-based ioWorldMedia, Incorporated, operates three primary internet media subsidiaries: Radioio, ioBusinessMusic, and RadioioLive. ioWorldMedia disclosed a net loss of $746,619 in 2012, as compared with a net loss of $954,652 in 2011. Patrick Rodgers, CPA, PA, in Altamonte Springs, FL, 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 minimum cash balance available for payment of ongoing expenses, a negative working capital balance, has incurred losses and negative cash flow from operations for the past two years, and it does not have a source of revenue sufficient to cover its operating costs. These factors raise substantial doubt about the Company's ability to continue as a going concern. IPAYMENT INC: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg. ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating on New York City-based iPayment Inc. to 'B-' from 'B'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan and revolving credit facility to 'B' from 'B+'. The '2' recovery rating, which remains unchanged, indicates S&P's expectation for substantial (70%-90%) recovery of principal in the event of payment default. S&P also lowered its ratings on iPayment's senior unsecured notes due 2018 and iPayment Holdings Inc.'s paid-in-kind (PIK) notes due 2018 to 'CCC' from 'CCC+'. The '6' recovery rating, which remains unchanged, indicates S&P's expectation for negligible (0%-10%) recovery of principal in the event of a payment default. "The downgrade reflects the company's weak competitive position, client attrition, reduced profitability, and our expectation for leverage to be sustained above 8x over the coming year," said Standard & Poor's credit analyst John Moore. The negative outlook reflects the company's business challenges to stabilize its profitability and to maintain adequate headroom under the financial maintenance covenants of its credit facility over the coming year. The ratings reflect iPayment's "weak" business risk profile and "highly leveraged" financial risk profile. S&P views industry risk as intermediate and country risk as very low. S&P expects the company's reliance on an independent sales channel and focus on small and mid-sized merchant customers will continue to result in high costs to stabilize merchant attrition and that leverage will be sustained above 8x over the coming year. The negative outlook reflects the company's challenges to mitigate client attrition and to maintain adequate headroom under the financial maintenance covenants of its credit facility over the coming year. S&P could stabilize the rating outlook if the company is able to mitigate client attrition, stabilize its profitability and thereby maintain adequate liquidity and covenant cushions. S&P could lower the rating if the competitive business environment causes continued declines in revenue or EBITDA margins, such that liquidity were to become constrained by significantly reduced covenant cushions. JACKSONVILLE BANCORP: Appoints Kendall Spencer a Pres. & CEO ------------------------------------------------------------ Kendall L. Spencer was appointed as president and chief executive officer of Jacksonville Bancorp, Inc., the holding company for The Jacksonville Bank. Mr. Spencer was also appointed as a director of the Company and, subject to regulatory approval, will serve as the chief executive officer and a director of the Bank. Mr. Spencer, age 61, has over 30 years of executive and senior level commercial bank leadership and management experience. In 2013 and prior to joining the Company, Mr. Spencer was the executive vice president and senior commercial banker of Florida Citizens Bank. In these capacities, Mr. Spencer led and managed commercial, consumer and mortgage lending, credit and loan operations as well as provided strategic evaluation and planning for the executive management team and board of directors. His professional background also includes various management positions, including the state president of Mercantile Bank, corporate executive vice president and director of Business Banking for Barnett Bank, Inc., as well as president of various community and regional Barnett Banks within the state of Florida. Most recently, he has consulted and overseen several strategic evaluation projects with local banks as well as provided litigation support as a bank expert in lending-liability lawsuits. Mr. Spencer also serves on the board of Family First and Jacksonville City Rescue Mission. He holds a B.S. in Finance from the University of Florida and has post-graduate professional education from the Stonier Graduate School of Banking at the University of Delaware and North Dakota State University. Mr. Spencer's advanced leadership skills and commercial banking expertise as well as additional proficiencies in strategic financial planning and execution of operational initiatives are well-suited to the Company and the Bank and will complement the current board of directors' collective knowledge and experience. As previously disclosed in the Company's filings, Donald F. Glisson, Jr., Chairman of the Board of the Company, was appointed to serve as the Company's principal executive officer on an interim basis, until a new president and chief executive officer was elected. In conjunction with the appointment of Mr. Spencer, the Company also announced that Mr. Glisson was named executive chairman of the Company, effective as of the same date. With regards to Mr. Spencer's appointment, Mr. Glisson stated, "We are extremely proud to have an executive with Kendall's background and experience join our company. Kendall possesses the skills and knowledge we were seeking in our CEO, as well as the values and ethics we expect from every single team member. I am excited to begin my new role as Executive Chairman and together with our management team look forward to taking the Company to the next level." The term of the agreement is one year, subject to automatic extension for additional one-year periods thereafter, and provides Mr. Spencer with the following compensation and benefits: -- Annual base salary of $258,000, with annual adjustments subject to the discretion of the Company's board of directors or a committee thereof; -- Eligibility for a discretionary annual bonus; -- Stock options awards exercisable for up to 30,000 shares of the Company's common stock, subject to a three-year vesting schedule; and -- Participation in all compensation or employee benefit plans in addition to other executive benefits, including an automobile allowance and certain club dues, among others. During the term of the agreement and for a period of one year thereafter, Mr. Spencer has agreed not to compete with the Bank or the Company within the Jacksonville statistical metropolitan area. Additional information about the appointment is available at: http://is.gd/Nm8bJz About Jacksonville Bancorp Jacksonville Bancorp, Inc., a bank holding company, is the parent of The Jacksonville Bank, a Florida state-chartered bank focusing on the Northeast Florida market with eight full-service branches in Jacksonville, Duval County, Florida, as well as the Company's virtual branch. The Jacksonville Bank opened for business on May 28, 1999, and provides a variety of community banking services to businesses and individuals in Jacksonville, Florida. Jacksonville Bancorp disclosed a net loss of $43.04 million in 2012, a net loss of $24.05 million in 2011 and a $11.44 million net loss in 2010. As of Sept. 30, 2013, the Company had $514.54 million in total assets, $481.82 million in total liabilities and $32.72 million in total shareholders' equity. "Both Bancorp and the Bank must meet regulatory capital requirements and maintain sufficient capital and liquidity and our regulators may modify and adjust such requirements in the future. The Bank's Board of Directors has agreed to a Memorandum of Understanding (the "2012 MoU") with the FDIC and the OFR for the Bank to maintain a total risk-based capital ratio of 12.00% and a Tier 1 leverage ratio of 8.00%. As of December 31, 2012, the Bank was well capitalized for regulatory purposes and met the capital requirements of the 2012 MoU. If noncompliance or other events cause the Bank to become subject to formal enforcement action, the FDIC could determine that the Bank is no longer "adequately capitalized" for regulatory purposes. Failure to remain adequately capitalized for regulatory purposes could affect customer confidence, our ability to grow, our costs of funds and FDIC insurance costs, our ability to make distributions on our trust preferred securities, and our business, results of operation, liquidity and financial condition, generally," according to the Company's annual report for the year ended Dec. 31, 2012. J.C. PENNEY: Bank Debt Trades at 2% Off --------------------------------------- Participations in a syndicated loan under which JC Penney is a borrower traded in the secondary market at 97.57 cents-on-the- dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.48 percentage points from the previous week, The Journal relates. JC Penney pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on April 29, 2018, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. J.C. Penney Company, Inc. is one of the U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico. * * * As reported in the Troubled Company Reporter on Oct. 4, 2013, Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC' from 'B-'. K & N TRUCKING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: K & N Trucking, Inc. 10025 Highway 301 N. Tampa, FL 33637 Case No.: 13-16326 Chapter 11 Petition Date: December 13, 2013 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD. P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: 813-877-4669 Fax: 813-877-5543 Email: Buddy@tampaesq.com Total Assets: $366,401 Total Liabilities: $1.80 million The petition was signed by Allan N. Achillich, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb13-16326.pdf K-V PHARMACEUTICALS: FDA Encouraged Illegal Compounding ------------------------------------------------------- Law360 reported that bankrupt drugmaker K-V Pharmaceutical Co. on Dec. 13 urged a D.C. Circuit panel to prevent the U.S. Food and Drug Administration from allowing unapproved compounding ingredients into the country that are used to create products that compete with its prenatal drug Makena, alleging the agency has encouraged unlawful behavior. According to the report, K-V launched a two-prong attack on the FDA's refusal to prevent unapproved versions of its orphan drug from hitting the market, asking the court to prevent the compounds' Chinese-imported active pharmaceutical ingredient from entering the country. About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. KAMAN CORP: S&P Lowers CCR to 'BB+' & Removes Rating from Watch --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Kaman Corp. to 'BB+' from 'BBB-' and removed the rating from CreditWatch, where S&P placed it with negative implications on Nov. 26, 2013. The rating outlook is stable. S&P bases the downgrade primarily on a reassessment of the company's financial risk profile, which S&P now views as "significant." S&P had previously considered Kaman's financial risk profile to be "intermediate." As a result of acquisitions and cyclical and competitive pressures in the industrial distribution business, Kaman's credit metrics are now more in line with a "significant" designation. S&P believes that Kaman will continue to make acquisitions and that both the industrial distribution and defense businesses will experience some headwinds over the coming year. "While we believe the company will benefit from recent acquisitions in the distribution business, recently signed contracts in the aerospace segment, and cost-cutting initiatives over the coming year, we believe that the company will be unable to generate enough of an improvement in its credit metrics to change our current view of the financial risk profile," said credit analyst Lisa Jenkins. In the past, S&P had factored in pro forma earnings from acquisitions in assessing the company's financial risk profile. However, given the ongoing nature of these acquisitions, S&P is no longer doing so. S&P views Kaman's competitive position and its overall business risk profile as "fair," primarily based on its significant position in industrial parts distribution and its solid niche positions in certain aerospace and defense markets, as well as its exposure to cyclical and competitive end markets, especially in the industrial distribution business. S&P assess the industries in which Kaman participates--aerospace defense and capital goods-- as having "intermediate" industry risk and "very low" country risk. "Under our base-case scenario, we expect Kaman will generate modest revenue and earnings growth over the coming year. The aerospace segment should benefit from increased production rates of commercial aircraft and the ramp-up of some defense programs. The industrial distribution business should benefit from recent acquisitions (which give the company access to higher-margin products and exclusive distribution agreements) and the continuing slow economic recovery. However, the company will likely face continuing competitive pressures in certain product areas, which could mitigate the impact of these factors. Given the programs that Kaman supports, we believe that sequestration will have a modest impact on near-term results," S&P said. S&P recognizes that Kaman's credit metrics will vary somewhat over time, depending on the timing and size of its acquisitions. The company's reported credit metrics have been below the level S&P expected for the previous rating, in large part due to acquisitions which have increased debt over the last few years. S&P had previously given the company some benefit in its analysis for pro forma earnings from these acquisitions. Given the ongoing nature of these activities, however, S&P has decided to base its analysis on reported credit metrics. S&P expects Kaman will generate modestly improved credit metrics over the coming year, aided by an expected decrease in the underfunding of its pension plan. However, S&P do not expect the improvement to be sufficient to warrant a change in the rating. The rating outlook is stable. A strong commercial aerospace market, contributions from recent acquisitions, continued recovery in the U.S. economy, and lower pension underfunding should translate into modestly improved credit metrics over the coming year. However, S&P do not expect the improvement to be sufficient to change its view of the company's financial risk profile. S&P might consider an upgrade if Kaman's operating performance strengthens, the company maintains a moderate financial policy, and its credit metrics improve such that FFO to debt reaches 40% and S&P believes it will stay within the 40%-45% range for an extended period. Although S&P considers this less likely, it could lower the rating if Kaman is more aggressive than it expects on the acquisition front or if operating challenges decrease FFO to debt to around 25% for an extended period. LEHMAN BROTHERS: Court Disallows $16.8 Million in Claims -------------------------------------------------------- The U.S. Bankruptcy Court in Manhattan disallowed 51 claims, which assert more than $16.8 million against Lehman Brothers Holdings Inc. The claims are listed at: http://bankrupt.com/misc/LBHI_117thOO_3NoLiability.pdf http://bankrupt.com/misc/LBHI_173rdOO_5NoLiability.pdf http://bankrupt.com/misc/LBHI_439thOO_35NoLiability.pdf http://bankrupt.com/misc/LBHI_440thOO_4InsufficientDocs.pdf http://bankrupt.com/misc/LBHI_441stOO_1NoLiability.pdf http://bankrupt.com/misc/LBHI_442ndOO_2Settled.pdf http://bankrupt.com/misc/LBHI_444thOO_1Contribution.pdf The bankruptcy court also ordered to reduce the amounts asserted in 19 claims. The amount of each claim is "greater than the fair, accurate and reasonable value" of the amount for which Lehman is liable, according to court papers. A list of the claims is available for free at http://is.gd/Pk6q80 About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). LEHMAN BROTHERS: To Sell 20% Stake in D.E. Shaw ----------------------------------------------- The estate of Lehman Brothers Holdings Inc. is looking to sell its 20% stake in New-York-based hedge-fund D.E. Shaw Group, according to a Dec. 4 report by The Wall Street Journal. Six firms have been invited to bid on the stake, including Affiliated Managers Group Inc., Foundation Capital Partners and Blackstone Group, the report said, citing people with knowledge of the matter as its source. The buyer would assume all the terms Lehman negotiated in 2007, when the investment bank paid between $750 million and $800 million for its stake. One person familiar with the matter said he expected the stake could sell for between $650 million and $800 million, with part of the payment potentially being contingent on performance. The stake doesn't include voting rights, the news agency reported. Bids are due this month, and two finalists are expected to be selected early next year. D.E. Shaw founder David E. Shaw has final approval on the buyer, according to the report. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). LEHMAN BROTHERS: Liquidators, Australian Creditors Settle Suit -------------------------------------------------------------- Patrick Fitzgerald, writing for The Wall Street Journal, reported that a group of Australian towns, charities and churches that purchased U.S. mortgage-backed securities sold by Lehman Brothers Australia Ltd. settled its class-action lawsuit against the company. The settlement, which requires an Australian court's approval, paves the way for creditors to recover A$300 million (US$273 million), according to the report. PBB Advisory, the liquidators of Lehman Brothers Australia, said creditors that invested in collateralized-debt obligations (CDOs) could expect to begin receiving checks early next year. John Walker, an executive director of Bentham IMF Ltd., which funded a class-action lawsuit against Lehman, said that about A$170 million is earmarked for about 70 Australian councils and charities that signed on to the lawsuit. He said Bentham IMF expects to recover A$30 to A$40 million from the distribution. Mr. Walker said some 250 other small Australian investors, not part of the lawsuit, with similar claims can also expect to recover about 50 cents on the dollar, according to the report. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). LINCOLN PARK: S&P Cuts Gen. Obligation Bonds Rating to 'BB' ----------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its long- term rating on Lincoln Park, Mich.'s series 2010 general obligation (GO) limited-tax bonds to 'BB' from 'A+'. The outlook is stable. The bonds are GOs of the city secured by its limited-tax GO pledge. The pledge is limited to the extent that the city does not have the power to levy additional taxes in excess of statutory limitations. For ratings within the 'BBB' category and below, Standard & Poor's makes a distinction between the limited- and unlimited-tax GO pledge. Accordingly, given the city's lack of taxing flexibility and very weak reserves, the rating on the limited-tax GO bonds is one notch below the city's unlimited-tax GO pledge. "The downgrade is based on our new local GO criteria and reflects our view of the city's unwillingness to support its capital lease obligations to SunTrust Equipment Finance," said Standard & Poor's credit analyst Oladunni Ososami. "The lower rating also reflects Lincoln Park's very weak budgetary flexibility following three years of negative operating results," she added, "and our expectation that it will continue in 2014." The stable outlook reflects S&P's view that the city's reserves will likely remain negative despite approved budget cuts to prevent further deterioration. "We do not expect to raise the rating in the next two years given the city's very limited budgetary flexibility," concluded Ms. Ososami, "and our long-term view of its diminished willingness to meet its obligations in the event of further budgetary pressures." LONGVIEW POWER: Sues to Reduce Kvaerner, Siemens Liens ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the bankruptcy reorganization of Longview Power LLC is an exercise in deciding who's responsible for defects in the company's 700 megawatt coal-fired power plant in Maidsville, West Virginia. According to the report, the newest chapter in the dispute is a lawsuit Longview began last week in U.S. Bankruptcy Court in Delaware to cut back on the $335 million that Kvaerner North America Construction Inc. and Siemens Energy Inc. claim as covered by their mechanics' liens. Longview filed for Chapter 11 reorganization in August as a consequence of what it called "design, construction and equipment defects" in the plant that began operations in December 2011. Details about the new lawsuit explaining why the Kvaerner and Siemens liens should be cut back are unclear because the documents were mostly filed under seal. Longview does say the two contractors waived liens in receiving progress payments during construction. Longview and the contractors agreed to proceed with an arbitration that was automatically halted with the filing of the Chapter 11 petition. The arbitration might determine which of the contractors has valid claims and which don't. A confidentiality agreement made in the arbitration caused papers in bankruptcy court to be filed under seal. Longview has a reorganization plan on file that would reduce debt by more than $1 billion by giving holders of a $1.04 billion credit facility 85 percent to 90 percent of the new stock. The lenders making a loan to finance the bankruptcy would receive 10 percent to 15 percent of the stock when Longview emerges from Chapter 11. The plan is based on the elimination of $360 million in mechanics' liens or having the court rule the contractors' debt comes behind secured claims. The plan calls for paying the claims if they are valid. There is about $5 million remaining in unsecured debt owing to trade suppliers. There will be a hearing on Dec. 18 for approval of the disclosure statement explaining the plan. An agreement with the backstop parties providing the bankruptcy loan requires emerging from bankruptcy by March 7. Longview is hoping for a Feb. 10 confirmation hearing for approval of the plan. About Longview Power LLC Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case. 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of September 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. Longview in November 2013 filed a bankruptcy-exit plan that will drop $1 billion in debt from the Debtor's balance sheet and raise money to cover the cost of fixing the plant. Under the Plan, the lenders would share between 85 percent and 90 percent of the reorganized company's equity, court papers show. The lenders providing the bankruptcy loan would get the rest of the equity. M*MODAL INC: Bank Debt Trades at 15% Off ---------------------------------------- Participations in a syndicated loan under which M*Modal Inc. is a borrower traded in the secondary market at 85.08 cents-on-the- dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.58 percentage points from the previous week, The Journal relates. M*Modal Inc. pays 550 basis points above LIBOR to borrow under the facility. The bank loan matures on Aug. 20, 2019 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. MAGYAR TELECOM: U.S. Judge Recognizes UK Proceedings ---------------------------------------------------- Magyar Telecom B.V. disclosed that a second hearing took place before Judge Lane of the US Bankruptcy Court at 11:00 a.m. (New York time) on December 11, 2013 in respect of the petition under Chapter 15 of the US Bankruptcy Code for recognition of the Scheme as a foreign main proceeding and for related relief giving full force and effect to the Scheme and related documents. The Company disclosed that Judge Lane granted the Chapter 15 Order in the terms sought. The grant of the Chapter 15 Order is a condition to the Scheme becoming effective as set out in the explanatory statement dated October 28, 2013 in relation to the Scheme. Completion of the Restructuring Following the grant of the Chapter 15 Order and the satisfaction of all other Scheme Conditions, the Company intends the Effective Date of the Restructuring to occur (December 12, 2013). Note Creditors who have submitted a valid Account Holder Letter to the Information Agent should expect to receive their Restructuring Consideration Entitlements and/or Cash Option Entitlement (as applicable) on December 12, 2013. Any questions relating to any Note Creditor's Scheme Consideration Entitlement should be directed to the Information Agent, whose details are set out below. Coupon Payment The coupon payment on the New Notes is due on December 15, 2013. The Company intends to make the Coupon Payment on the first following business day (December 16, 2013) assuming that the listing of the New Notes on the Luxembourg Stock Exchange is completed by that date. The Company intends to complete the Listing (December 12, 2013). If, however, the Listing is not completed by December 16, 2013 then the Company will make the Coupon Payment as soon as the Listing is completed thereafter. Contact Details In case of any enquiries, please contact one of the advisers below: * Company Advisers: HOULIHAN LOKEY (EUROPE) LIMITED Chris Foley Tel: +44 20 7747 2717 E-mail: cfoley@hl.com WHITE & CASE LLP Stephen Phillips Tel: +44 20 7532 1221 E-mail: sphillips@whitecase.com * Information Agent Lucid Issuer Services Limited Sunjeeve Patel / Thomas Choquet Tel: +44 20 7704 0880 E-mail: invitel@lucid-is.com * Noteholder Group Advisers MOELIS & COMPANY Charles Noel-Johnson Tel: +44 20 7634 3500 E-mail: charles.noel-johnson@moelis.com ROHAN CHOUDHARY Tel: +44 20 7634 3660 E-mail: rohan.choudhary@moelis.com BINGHAM MCCUTCHEN (LONDON) LLP Neil Devaney Tel: +44 20 7661 5430 E-mail: neil.devaney@bingham.com James Terry Tel: +44 20 7661 5310 E-mail: james.terry@bingham.com About Magyar Telecom B.V. Magyar Telecom B.V. is a private company with limited liability incorporated in the Netherlands and registered at the Chamber of Commerce (Kamer van Koophandel) for Amsterdam with number 33286951 and registered as an overseas company at Companies House in the UK with UK establishment number BR016577 and its address at 6 St Andrew Street, London EC4A 3AE, United Kingdom (telephone: +44(0)207-832-8936, Fax: +44(0)207-832-8950). Magyar Telecom BV, owner of Hungarian telecommunications provider Invitel, commenced proceedings in the United Kingdom on Oct. 21, 2013, to carry out a scheme of arrangement to reduce debt. Under the scheme to be implemented through the High Court of Justice of England and Wales,, EUR350 million (US$481 million) in 9.5% secured notes will be reduced to EUR155 million. The company has the support of holders of 70% of the notes. On Oct. 28, the U.K. judge authorized holding a creditors' meeting on Nov. 27 to approve the scheme, Bloomberg News relates. Magyar filed a petition in New York under Chapter 15 (Bankr. S.D.N.Y. Case No. 13-bk-13508) on Oct. 29, 2013, to assist a court in the U.K. in carrying out the scheme. MEDASSETS INC: S&P Raises CCR to 'BB-' & Removes Rating from Watch ------------------------------------------------------------------ Standard & Poor's Rating Services said it raised its corporate credit rating on health care services and technology company MedAssets Inc. to 'BB-' from 'B+'. S&P removed all ratings from CreditWatch, where it placed them on Nov. 26 with positive implications. The rating outlook is stable. At the same time, S&P revised its recovery rating on MedAssets' senior secured debt to '1' from '2', reflecting recent prepayments made on this class of debt. As a result of S&P's notching analysis, it is raising its issue-level rating on this debt to 'BB+' from 'BB-', reflecting the impact of the higher recovery rating and the upgrade to the corporate credit rating. S&P is also raising its rating on MedAssets' unsecured debt to 'B' from 'B-', reflecting the upgrade. The '6' recovery rating on this debt is unchanged. "We base our upgrade primarily on a renewed emphasis on profitability in our business risk assessment of MedAssets. After considering MedAssets' consistently high and stable margins relative to peers, we are revising our business risk assessment to 'fair' from 'weak'", said credit anayst Shannan Murphy. "Consequently, we are raising our rating on MedAssets to 'BB-' from 'B+', consistent with our assessment of a fair business risk profile and aggressive financial risk profile." S&P's stable rating outlook on MedAssets reflects its expectation that low-single-digit revenue growth and flat EBITDA margins in 2014 will result in leverage in the high-3x area and FFO to total debt in the high teens, consistent with an aggressive financial risk profile. S&P could raise the rating if MedAssets is able to strengthen cash flow, improving FFO/debt to the low-20% area. S&P believes that this would require some margin expansion in 2014, which it do not currently contemplate given already strong levels. S&P could lower the rating if MedAssets undertook a significant leveraged acquisition or share repurchase, resulting in leverage that S&P expected to be sustained above 5x. In S&P's view, the company has about $400 million-$500 million in debt capacity at the current rating (assuming no acquired EBITDA). MOBILESMITH INC: Sells Additional $330,000 Convertible Note ----------------------------------------------------------- MobileSmith, Inc., sold an additional convertible secured subordinated note due Nov. 14, 2016, in the principal amount of $330,000 to a current noteholder. The Company is obligated to pay interest on the New Note at an annualized rate of 8 percent payable in quarterly installments commencing March 9, 2014. As with the Existing Notes, the Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. The Company plans to use the proceeds to meet ongoing working capital and capital spending requirements. The sale of the New Note was made pursuant to an exemption from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. About MobileSmith Inc. MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated in the State of Delaware in 1993. The Company changed its name to MobileSmith, Inc., effective July 1, 2013. The Company develops and markets software products and services tailored to users of mobile devices. The Company's flagship product is The MobileSmithTM Platform. The MobileSmithTM Platform is an innovative, patents pending mobile app development platform that enables organizations to rapidly create, deploy, and manage custom, native smartphone apps deliverable across iOS and Android mobile platforms. Smart Online disclosed a net loss of $4.39 million in 2012, as compared with a net loss of $3.54 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.67 million in total assets, $31.59 million in total liabilities, and stockholders' deficit of $29.92 million. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2012, which conditions raise substantial doubt about the Company's ability to continue as a going concern. MONTREAL MAINE: Has Contract to Sell to Fortress for $14-Mil. ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that an affiliate of Fortress Investment Group LLC signed a contract to buy Montreal Maine & Atlantic Railway Ltd. for $14.25 million in cash. The sale will occur in January, if the court in Canada and the bankruptcy court in Bangor, Maine, go along with the schedule. According to the report, Montreal Maine is the railroad whose runaway train killed 47 after derailing and burning in Lac- Megantic, Quebec in July. Bankruptcies ensued in Canada and the U.S. in August. As required when railroads are in bankruptcy, a trustee was appointed in the U.S. proceedings. Trustee Robert J. Keach and his investment banker Peter Kaufman from Gordian Group LLC sent offering materials to 20 prospective buyers. They signed up Fortress's Railroad Acquisition Holdings LLC to be the so-called stalking horse submitting the first bid of $14.25 million at auction. Keach wants the bankruptcy judge to schedule a hearing on Dec. 18 to approve auction and sale procedures. The contract requires approved sale procedures by Dec. 23. The trustee wants competing bids submitted by Jan. 12, in advance of an auction on Jan. 21. The trustee will give buyers the opportunity to bid separately on the U.S. and Canadian assets. The trustee and his counterpart in Canada will decide if the best offer comes from selling the assets together or separately. 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. MOTORS LIQUIDATION: To Pay Special Excess Distribution to DTC ------------------------------------------------------------- The Motors Liquidation Company GUC Trust previously announced that, in accordance with the terms of the Settlement Agreement entered into on Sept. 26, 2013, a special distribution of excess distributable assets of the GUC Trust would be made on or about Dec. 20, 2013, to the holders of record of units of beneficial interest in the GUC Trust as of Dec. 16, 2013. Pursuant to that announcement, the GUC Trust intends to make payment of the Special Excess Distribution to The Depository Trust Company on the Payment Date. The subsequent settlement and allocation process for the Special Excess Distribution to beneficial owners of the GUC Trust Units will occur in accordance with the rules and procedures of the Financial Industry Regulatory Authority and of DTC and its direct and indirect participants. As announced by FINRA on Dec. 10, 2013, pursuant to FINRA Rule 11140, the ex-dividend date for the GUC Trust Units with respect to the Special Excess Distribution will be Monday, Dec. 23, 2013. As noted in FINRA's Notice to Members 00-54, Ex-Dividend Dates (August 2000), an ex-dividend date is the date on or after which a security is traded without the entitlement to a specific dividend or distribution. On Dec. 10, 2013, FINRA also announced that the due bill redeemable date for the Special Excess Distribution will be Thursday, Dec. 26, 2013. Beneficial holders of interests in the GUC Trust Units may contact their brokers with any questions concerning the applicable timeframes contained in the Dec. 10, 2013, FINRA announcement. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MRS. WHEAT'S: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Mrs. Wheat's Fabulous Foods, Inc. 2519 Agriculture Street New Orleans, LA 70122 Case No.: 13-13410 Chapter 11 Petition Date: December 13, 2013 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Jerry A. Brown Debtor's Counsel: Michael H. Piper, Esq. STEFFES, VINGIELLO & MCKENZIE, LLC 13702 Coursey Blvd, Building 3 Baton Rouge, LA 70817 Tel: (225) 751-1751 Fax: (225) 751-1998 Email: mpiper@steffeslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James B. Wheat, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MUSCLEPHARM CORP: Board OKs New $5-Mil. Share Repurchase Program ---------------------------------------------------------------- MusclePharm Corporation's Board of Directors has approved a new 1 year, $5 million program to repurchase shares of MusclePharm's common stock. "We believe repurchasing our shares is a prudent use of our cash and believe this initiative is consistent with the goal of maximizing shareholder value," said Brad Pyatt, president and CEO. "The new share repurchase program demonstrates our continued confidence in MusclePharm's strategy to generate long-term profitable growth and strong cash flow, and reflects our commitment to delivering value to our shareholders." Repurchases under MusclePharm's new program will be made in open market or privately negotiated transactions in compliance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, subject to market conditions, applicable legal requirements, and other relevant factors. This share repurchase plan does not obligate the Company to acquire any particular amount of common stock, and it may be suspended at any time at the Company's discretion. Separately, between Nov. 21, 2013, and Dec. 5, 2013, a number of the Company's executives and board members purchased an aggregate of 55,439 shares of the Company's common stock in open market transactions at prices between $7.70 and $8.65 per share. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. The Company reported a net loss of $23.28 million in 2011, compared with a net loss of $19.56 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $41.54 million in total assets, $18.87 million in total liabilities and $22.67 million in total stockholders' equity. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $23,280,950 and net cash used in operations of $5,801,761 for the year ended Dec. 31, 2011; and has a working capital deficit of $13,693,267, and a stockholders' deficit of $12,971,212 at Dec. 31, 2011. NIB ASSOCIATES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: NIB Associates LLC 48-05 Metropolitan Avenue Ridgewood, NY 11385 Case No.: 13-47409 Chapter 11 Petition Date: December 12, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Solomon Rosengarten, Esq. 1704 Avenue M Brooklyn, NY 11230-5423 Tel: (718) 627-4460 Fax: (718) 627-4456 Email: VOKMA@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Isaac Mutzen, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. OCZ TECHNOLOGY: Proposes Bonuses for Beating Offer From Toshiba --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that OCZ Technology Group Inc., a producer of solid-state computer drives, is proposing to pay 13 executives as much as $2.36 million in bonuses if the business is sold for double the $35 million initial offer from Toshiba Corp. According to the report, last week, OCZ filed papers setting up a Jan. 8 hearing in U.S. Bankruptcy Court in Delaware for approval of bonuses for the executives, including the chief executive and chief financial officers. If Toshiba buys the business for $35 million, there will be no bonuses. If auction raises the price $5 million, the bonus pool will be $1.275 million, rising to $1.7 million for a $15 million price increase. If the purchase price is $35 million more than Toshiba's initial offer, the bonus pool becomes $2.36 million. The hearing to set auction and sale procedures will take place Dec. 19. San Jose, California-based OCZ wants competing bids by Jan. 9 and an auction on Jan. 13, with a hearing to approve a sale by Jan. 21. Tokyo-based Toshiba is financing the OCZ bankruptcy with a $21 million interim loan scheduled for increase to $23.5 million at the Dec. 19 hearing. The proposed sale contract would permit Toshiba to offset the financing it provides against the sale price. About OCZ San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ) designs, manufactures, and distributes high-performance solid- state storage solutions and premium computer components. OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation for $35 million. As of the bankruptcy filing, the Debtors had funded indebtedness of $29.3 million and general unsecured trade obligations of $31.4 million. Young Conaway Stargatt & Taylor represents the Debtors as counsel. Mayer Brown LLP serves as the Debtors' special counsel. Deutsche Bank is the Debtors' investment banker. The Hon. Peter J. Walsh presides over the case. OCZ TECHNOLOGY: Auction Terms Chill Bidding, Trustee Says --------------------------------------------------------- Law360 reported that the U.S. Trustee's Office on Dec. 13 targeted the auction procedures for OCZ Technology Group Inc.'s upcoming bankruptcy sale, saying they contain conditions that serve only to protect Toshiba Corp.'s $35 million stalking horse bid from rival suitors. According to the report, U.S. Trustee Roberta A. DeAngelis contended Toshiba should not receive a breakup fee and be repaid for expenses if another party trumps its offer because the tech giant would have bid for OCZ even without those provisions in place. Toshiba is furnishing OCZ with a debtor-in-possession loan. About OCZ San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ) designs, manufactures, and distributes high-performance solid- state storage solutions and premium computer components. OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation for $35 million. As of the bankruptcy filing, the Debtors had funded indebtedness of $29.3 million and general unsecured trade obligations of $31.4 million. Young Conaway Stargatt & Taylor represents the Debtors as counsel. Mayer Brown LLP serves as the Debtors' special counsel. Deutsche Bank is the Debtors' investment banker. The Hon. Peter J. Walsh presides over the case. OKI JAPANESE: Soon to Reopen Under New Owner -------------------------------------------- Etha Shrey of Valley Breeze reports that Oki Japanese Steakhouse, a fixture on Mineral Spring Avenue for three decades before it closed down in July, may soon reopen under new ownership. The North Providence Town Council postponed a vote on a liquor license transfer for the new owner of Oki's after the person guiding the former restaurant through a bankruptcy-like receivership process, Patricia Antonelli, requested a delay of a public hearing on the transfer, according to Valley Breeze. The report notes that Town Council President Kristen Catanzaro said some issues arose between the purchaser and the receiver regarding the transfer of the Class BV liquor license due to some state tax issues, so those behind the restaurant will likely now look for a new liquor license at the January Town Council meeting. Hiromi "Gerry" Ichiba was the owner and president of Oki Enterprises when it went into receivership over the summer, but Yukio Oki is the name on the application from the new "Oki Japanese Steakhouse Inc.," the report recalls. Both the old business entity and the new one have a "doing business as" name of Oki Japanese Steakhouse, Town Clerk Maryann DeAngelus said, the report relays. The report discloses that with Oki on the application for a liquor license are Salvatore and Marie Esposito, owners of the building at 1270 Mineral Spring Ave. where Oki's once operated. The Espositos, who are friends of Mayor Charles Lombardi, ran the former vehicle identification number inspection station in town before it was shut down, the report says. Yukio Oki, of Lincoln, is the original owner of Oki Steakhouse, according to Mayor Lombardi, and he at one point sold the business to Ichiba. Mayor Lombardi said that Oki and the Espositos have been completing extensive renovations of the Oki's facility as they prepare to reopen it, the report relates. ORCHARD SUPPLY: $8M Tax Debt Spurs IRS Objection to Ch. 11 Plan --------------------------------------------------------------- Law360 reported that the Internal Revenue Service threw a wrench into the Chapter 11 reorganization plan of Orchard Supply Hardware Stores Corp. on Dec. 13, telling the Delaware Bankruptcy Court it objects to the plan because the company's financial future does not guarantee payment of its $8 million tax debt. According to the report, the IRS said the court should halt Orchard Supply's proposed reorganization plan because the company is months overdue on filing its latest tax return, leading to uncertainty surrounding future tax payments. 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. ORCO PROPERTY: Kingstown Slams CEO Ott, 31% Shareholder Vitek ------------------------------------------------------------- Kingstown Capital Management, owner of 14 million shares or 12.5% of the ordinary share capital of Orco Property Group, sent an open letter to Orco's shareholders, saying, "We at Kingstown believe that Jean-Francois Ott, Orco's CEO and Chairman, and Radovan Vitek, who controls Czech Property Investments and 31% of Orco's shares through various legal entities, are working together to their mutual benefit but to the disadvantage of other shareholders." "We believe that OPG is the victim of their campaign to: (1) allow Mr. Vitek to exercise control over OPG with only a minority share position, (2) enable Mr. Vitek to strip assets out of OPG, and (3) drive down the price of OPG to allow Mr. Vitek to purchase the remainder of OPG at a bargain price at a later date." Kingstown's letter points of examples of activity supporting those suspicions. A full-text copy of the open letter is available at: http://is.gd/R3gpTX About Orco Property Group Orco Property Group SA -- http://www.orcogroup.com/-- is a Luxembourg-based real estate company, specializing in the development, rental and management of properties in Central and Eastern Europe. Through its fully consolidated subsidiaries, Orco Property Group SA operates in several countries, including the Czech Republic, Slovakia, Germany, Hungary, Poland, Croatia and Russia. The Company rents and manages real estate and hotels properties composed of office buildings, apartments with services, luxury hotels and hotel residences; it also develops real estate projects as promoter. Going Concern Doubt As reported by the Troubled Company Reporter-Europe on April 15, 2013, Bloomberg News related that Deloitte commented on its audit of Orco Property Group's 2012 financial statements. According to Bloomberg, Deloitte cited "existence of material uncertainties that may cast significant doubt on the Group's ability to continue as a going concern." ORMET CORP: Interim Wind Down Plan Approved ------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court issued a third interim order approving Ormet's motion, pursuant to Sections 105, 363, 365 and 503(c) of the Bankruptcy Code, for an order (a) approving an interim plan to wind down the Debtors' businesses and protections for certain employees implementing the wind down, (b) authorizing the Debtors to modify employee benefit plans consistent with the wind down plan and (c) authorizing the Debtors to take any and all actions necessary to implement the wind down plan. The order states," The Debtors have established sound business justifications for further approval of the Interim Winddown Plan, including compliance with the Budget. Further approval of the Interim Winddown Plan and the consummation thereof at this time is in the best interests of the Debtors, their creditor bodies and their estates." 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. PALM TERRACE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Palm Terrace, LLC 6324 N. Black Canyon Highway Phoenix, AZ 85017 Case No.: 13-21343 Chapter 11 Petition Date: December 13, 2013 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. George B. Nielsen Jr. Debtor's Counsel: Donald W. Powell, Esq. CARMICHAEL & POWELL, P.C. 7301 N. 16TH ST., #103 Phoenix, AZ 85020 Tel: 602-861-0777 Fax: 602-870-0296 Email: d.powell@cplawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mary L. Davila, authorized individual. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. PEREGRINE FINANCIAL: Trustee Seeks to Return $41-Mil. to Clients ---------------------------------------------------------------- Tom Polansek, writing for Reuters, reported that Peregrine Financial Group's bankruptcy trustee plans to return up to $41 million to former customers of the failed futures brokerage in the second payout since the firm collapsed 17 months ago. According to the report, court-appointed trustee Ira Bodenstein is seeking to return about 7 percent, or $27.5 million, to Peregrine customers who traded on U.S. exchanges, according to court filings. In the first payout last year, the group, which comprised the bulk of the firm's clients, received back about 30 percent of the money they had in accounts when Peregrine failed. Clients who traded on foreign markets would get back about 45 percent more of their money, or $13.5 million, in the second payout, court documents show, the report related. They received back about 40 percent of their missing money in the first payout last year. A hearing on the trustee's motion is set for December 18, the report said. "Just in time for the holidays, former customers of Peregrine Financial are getting a long awaited stocking stuffer," said Attain Capital Management, a trading firm that lost money when Peregrine failed, in a blog post on its website, the report further related. About Peregrine Financial Peregrine Financial Group Inc. filed to liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488) on July 10, 2012, disclosing between $500 million and $1 billion of assets, and between $100 million and $500 million of liabilities. Earlier that day, at the behest of the U.S. Commodity Futures Trading Commission, a U.S. district judge appointed a receiver and froze the firm's assets. The firm put itself into bankruptcy liquidation in Chicago later the same day. The CFTC had sued Peregrine, saying that more than $200 million of supposedly segregated customer funds had been "misappropriated." The CFTC case is U.S. Commodity Futures Trading Commission v. Peregrine Financial Group Inc., 12-cv-5383, U.S. District Court, Northern District of Illinois (Chicago). Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted suicide outside a firm office in Cedar Falls, Iowa, on July 9. The bankruptcy petition was signed in his place by Russell R. Wasendorf Jr., the firm's chief operating officer. The resolution stated that Wasendorf Jr. was given a power of attorney on July 3 to exercise if Wasendorf Sr. became incapacitated. Peregrine Financial is the regulated unit of the brokerage PFGBest. PHYSIOTHERAPY HOLDINGS: Objections to Plan Confirmation Filed ------------------------------------------------------------- BankruptcyData reported that multiple parties -- including General Electric Capital, LifeBridge Investments, Water Street Funds, Wind Point Funds, RBC Capital Markets, Royal Bank of Canada and Jefferies Finance -- filed with the U.S. Bankruptcy Court separate objections to Physiotherapy Holdings' Joint Prepackaged Plan of Reorganization. Water Street Funds and Wind Point Funds explain, "Pursuant to the Plan, all of the Directors and Officers, as well as other individual and entities listed in Exhibit C to the Disclosure Statement, are singled out from other general unsecured creditors in Class 5 and instead treated as Class 8 claimants to the extent they are entitled to exculpation or have indemnification rights (whether under common law, statute or contract) or contribution claims against the Debtors, Court Square and certain other individuals and entities. The treatment of Class 8 claims under the Plan is improper and makes the Plan unconfirmable. Moreover, if the Plan were to be approved in its current form, it is likely to have a significant adverse financial impact on Water Street and Wind Point. That is because to the extent the limited amount of director and officer liability insurance purchased by the Debtors is unavailable or inadequate to provide for payment of their defense costs, the Directors and certain former Officers almost certainly will seek indemnification from Water Street and/or Wind Point if the Debtors, Court Square and others are successful in their improper attempt to shield themselves from indemnification, contribution, setoff, recoupment and other claims of Class 8 creditors. It is for these reasons, among others, that pursuant to the Plan Procedures Order, the Objectors submit this Objection." About Physiotherapy Holdings Physiotherapy Holdings, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-12965) on Nov. 12, 2013. The Debtors are the largest pure-play provider of outpatient physical therapy services in the United States with a national footprint of 581 outpatient rehabilitation and orthotics & prosthetics clinics located in 29 states plus the District of Columbia. The Debtor is represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S. Meyer, Esq., at Kirkland & Ellis LLP, in New York. The Ad Hoc Committee of Senior Noteholders is represented by Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. U.S. Bank, National Association, as Bridge Loan Agent, is represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in Los Angeles, California. The Bank of New York Mellon Trust Company, N.A., as Senior Notes Indenture Trustee, is represented by Eric A. Schaffer, Esq., at Reed Smith, in Pittsburgh, Pennsylvania. The Consenting Shareholders are represented by Michael J. Sage, Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro, Esq., at Dechert LLP, in New York. POSITIVEID CORP: Talks About M-Band at SmallCapVoice Interview -------------------------------------------------------------- Chairman and CEO of PositiveID, Bill Caragol, had an audio interview with SmallCapVoice.com, Inc., on Dec. 10, 2013. Mr. Cagarol talked about the M-BAND System and provided an update on the Department of Homeland Security's BioWatch next generation program. "[W]e're very proud of our team and what we've been able to accomplish with continuing the development of M-BAND and Firefly... [W]e think we're very well poised for early 2014 in being able to bring some of these important plans to fruition..." The audio transcript is available for free at http://is.gd/UXdb8z About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID incurred a net loss of $7.99 million on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $16.48 million on $0 of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $2.09 million in total assets, $7.18 million in total liabilities and a $5.09 million total stockholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that at Dec. 31, 2012, the Company has a working capital deficiency and an accumulated deficit. Additionally, the Company has incurred operating losses since its inception and expects operating losses to continue during 2013. These conditions raise substantial doubt about its ability to continue as a going concern. PREFERRED PROPPANTS: Cut by S&P to 'D' on Missed Interest Payment ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its ratings, including its corporate credit rating, on Preferred Proppants LLC to 'D' from 'CCC' and removed all ratings from CreditWatch, where they were placed with negative implications on Oct. 17, 2013. S&P has also lowered its issue ratings on Preferred Proppants' senior secured bank loans. S&P's '3' recovery rating on the bank loans indicates its expectation for substantial (50%-70%) recovery. Preferred Proppants indicated that it did not make its quarterly interest and principal payment after reaching a forbearance agreement with its lenders in its third quarter. The company is privately held and the terms of the forbearance agreement are not public. The company had weak liquidity and had been faced with covenant constraints that S&P attributed to high leverage and weaker-than-expected performance as competition in the hydraulic fracturing sand and proppant industry has intensified. "It is our understanding that the company is generating sufficient cash flow to fund operations while it continues ongoing discussions with its lending group on a restructuring plan," said Standard & Poor's credit analyst Megan Johnston Rand. Radnor, Pa.-based Preferred Proppants provides natural sands and coated sands, primarily to the oil and gas industry. QUALITY STORES: Asks High Court to Affirm $1-Mil. Tax Refund ------------------------------------------------------------ Law360 reported that in a U.S. Supreme Court case closely watched by tax attorneys, Quality Stores Inc. recently took opening shots at the Internal Revenue Service, saying the bankrupt company deserved a $1 million tax refund because severance payments to involuntarily terminated workers aren't taxable under federal law. According to the report, the agricultural retailer argues in a brief filed that supplemental unemployment compensation benefits, called SUB payments, are not considered wages under the Revenue Code, citing its long string of victories on the issue that have led to the high. About Quality Stores Based in Muskegon, Michigan, Quality Stores Inc. is a specialty retailer of farm and agriculture-related merchandise. On Oct. 22, 2001, the Company was sent to bankruptcy after a group of holders of the 10-5/8% senior notes filed an involuntary petition before the U.S. Bankruptcy Court for the Western District of Michigan, in Grand Rapids. Under laws relating to an involuntary bankruptcy filing, the Company is permitted to operate its business in the ordinary course, unless the Court orders otherwise. REAL ESTATE HOLDINGS: Case Summary & 17 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Real Estate Holdings One, L.L.C. 24654 N Lake Pleasant Pkwy, #103-555 Peoria, AZ 85383 Case No.: 13-21269 Chapter 11 Petition Date: December 12, 2013 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Sarah Sharer Curley Debtor's Counsel: Harold 2 Campbell, Esq. CAMPBELL & COOMBS, P.C. 1811 S. Alma School Rd. Ste. 225 Mesa, AZ 85210 Tel: 480-839-4828 Fax: 480-897-1461 Email: heciii@haroldcampbell.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Rex B. Allen, managing member. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb13-21269.pdf RES-CARE INC: S&P Raises CCR to 'BB-' & Removes Rating from Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its ratings on Louisville, Ky.-based Res-Care Inc., including the corporate credit rating, which S&P raised to 'BB-' from 'B+'. S&P removed all ratings from CreditWatch, where it placed them with positive implications Nov. 26, 2013. The outlook is stable. S&P's recovery ratings are unchanged. "We based our upgrade primarily on a reassessment of Res-Care's financial sponsor ownership on the company's credit risk profile. Our assessment of the company's financial risk profile remains "aggressive", due to sponsor ownership that exceeds 80%," said credit analyst Tahira Wright. "We note that credit measures are very strong for the aggressive category, with leverage that will range between 2.5x and 3x. Further, we believe sponsors are likely to retain this leverage level and expect the sponsor will relinquish control over the intermediate term. Our criteria has revised the constraints on sponsor-owned companies, and we now view the company's credit metrics more favorably than similarly rated peers. We continue to assess the company's business risk as weak primarily supported by the company's large exposure to government funding which is subject to possible cuts." S&P's stable rating outlook on Res-Care Inc. reflects its expectations that the company's growth initiatives will offset ongoing business pressures, resulting in continued modest EBITDA growth. S&P expects credit measures to remain strong for the rating. S&P would consider a lower rating if it believed leverage would rise over 4.0x. Based on already low credit measures, the company would need to incur more than $200 million in incremental debt without associated EBITDA. Alternatively, unanticipated budget cuts from multiple government sources contributing to a decline in EBITDA margins of more than 200 basis points would also result in leverage above 4.0x. Based on sizeable revolver capacity and ample covenant cushions, S&P expects the company's adequate liquidity assessment to remain intact despite operating weakness. S&P could raise its ratings if it believes Res-Care's sponsor engages in an exit strategy that reduces its stake in the company below 80% without adding debt to Res-Care's balance sheet, and S&P believes the company will sustain leverage below 4.0x. A higher rating predicated on an improved business risk profile would be unlikely given the company's significant exposure to government reimbursement. RESIDENTIAL CAPITAL: Court Confirms Second Amended Ch. 11 Plan -------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York confirmed the Joint Chapter 11 Plan co- proposed by Residential Capital, LLC, and its debtor affiliates, and the Official Committee of Unsecured Creditors, after determining that the Plan satisfies confirmation requirements under the Bankruptcy Code. Judge Glenn confirmed the Plan and approved all accompanying settlements between the Debtors and creditors, including the global settlement with parent Ally Financial Inc. under which AFI agreed to fund the Plan with $2.1 billion. Other settlements incorporated in the Plan include settlements with the trustees of residential mortgage-backed securities issued by the Debtors, holder of monoline claims, holders of private securities claims, holders of senior unsecured note claims, and the Federal Housing Finance Agency. The Plan confirmation order came after the Plan Proponents settled the remaining hurdle to their emergence from bankruptcy, which was their dispute with certain holders of junior secured notes. The JSN Settlement, which was incorporated in the Second Amended Plan, gives the JSNs an indefeasible and irrevocable distribution without offset or recoupment of any kind in the amount of $1,247,506,575, in cash, in full and final satisfaction and release of the Junior Secured Notes Claims, which amount represents $2,222,506,575 of principal, interest, and fees owing as of the Petition Date, plus $125,000,000 in settlement of all claims for postpetition interest and unpaid fees and other charges under the JSN Documents less $1,100,000,000 previously paid under the PayDown Orders. Nearly all creditors that voted on the Plan (95.7%) voted to accept the Plan. As a result of the JSN Settlement, approximately $2,109,142,830 of Junior Secured Notes Claims voted in favor of the Second Amended Plan, which represents 100% of voting Junior Secured Noteholders and approximately 95% of all Junior Secured Notes Claims, according to a notice filed in Court. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the junior noteholders were in a position where settlement made sense because the bankruptcy judge tentatively ruled last month that they were several hundred million dollars short in collateral value before reaching a threshold where they would be entitled to post-bankruptcy interest. Prior to the entry of the confirmation order, the Plan Proponents further revised the Second Amended Joint Chapter 11 Plan, to include amended Schedules 5, 6, and 7 of the Plan, comprising the Excluded Assets. "Excluded Assets" means (i) those noneconomic "residual" interests in various means real estate mortgage investment conduits as defined in section 860D(a) of the Tax Code ("REMICs") and an interest in a passive foreign investment company held by a Debtor, (ii) those interests in owner trusts, entities, or other financing or securitization entities held by a Debtor, (iii) common land which is owned by a Debtor, and (iv) home equity lines of credit having no outstanding balances. The Revised Second Amended Plan provides that any person, other than a person that is a member of the Ad Hoc Group of Junior Secured Noteholders or a Junior Secured Noteholder, in each case that is also a Consenting JSN, that is a former, present or future parent, affiliate, member, member firm, associated entity, shareholder, principal, limited partner, equity investor, or managed entity of a Consenting Claimant or a Junior Secured Noteholder that is a Consenting JSN, in each case solely in their capacities as such, will be the recipient of, but will not itself grant to any other Person, the release provided for in the Plan. All objections to the confirmation of the Plan to the extent not yet resolved or withdrawn were overruled. The limited objection of Wachovia Bank and Wachovia Bank of Delaware to the Plan confirmation has been withdrawn with prejudice. WFBNA will be deemed to have consented to confirmation of the Plan. The Plan Proponents, Liquidating Trust and the Liquidating Trustee, on the one hand, and WFBNA, on the other hand, reserve all of their rights with respect to the claims filed by WFBNA in the Chapter 11 Cases. Mr. Rochelle said the $1.1 billion in third-lien 9.625 percent secured notes due in 2015 traded at 4:02 p.m. on Dec. 11 for 110.938 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The bonds sold for almost 120 cents in August. The $473.4 million of ResCap senior unsecured notes due in April 2013 last traded on Dec. 9 for 36.875 cents on the dollar, a 57 percent increase since Dec. 19, 2012, according to Trace. A full-text copy of Judge Glenn's Plan Confirmation Order dated Dec. 11, 2013, is available for free at: http://bankrupt.com/misc/RESCAPplanord1211.pdf A full-text copy of the findings of fact accompanying the Plan Confirmation Order is available for free at: http://bankrupt.com/misc/RESCAPplanfindings.pdf A full-text copy of the Revised Second Amended Plan, dated Dec. 6, 2013, is available for free at: http://bankrupt.com/misc/RESCAPplan1206.pdf The Plan Proponents also filed a complete assumption schedule constituting Exhibit 1 of the Plan Supplement, a full-text copy of which is available for free at: http://bankrupt.com/misc/RESCAPplanex11206.pdf The Plan Proponents also revised Exhibit 13 (Liquidating Trust Causes of Action) and Exhibit 15 (Borrower-related Causes of Action) to the Plan Supplement. Full-text copies of Exhibits 13 and 15 are available at: http://bankrupt.com/misc/RESCAPplan13151206.pdf About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Seeks to Establish Disputed Claims Reserve --------------------------------------------------------------- Residential Capital and the Official Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for the Southern District of New York for an order establishing a disputed claims reserve for disputed claims in Classes R-4 (ResCap Unsecured Claims), GS-4 (GMACM Unsecured Claims), and RS-4 (RFC Unsecured Claims) in connection with distributions to be made under the Second Amended Joint Chapter 11 Plan. Under the Plan, the Liquidating Trust will be established for the purposes of winding down the Debtors' estates and making distributions to creditors. Holders of Unsecured Claims (with certain limited exceptions) will receive Units in the Liquidating Trust, which will entitle the holders thereof to Cash distributions after the payment of all senior claims. Because a number of the Unsecured Claims classified in Classes R-4 (ResCap Unsecured Claims), GS-4 (GMACM Unsecured Claims), and RS-4 (RFC Unsecured Claims) under the Plan will be Disputed as of the Effective Date, the Plan provides that the Plan Proponents will establish the Disputed Claims Reserve. The Disputed Claims Reserve will hold Units in reserve for these disputed Unsecured Claims so that, following the Effective Date, the Liquidating Trust can make distributions to holders of Unsecured Claims that are Allowed. By this Motion, the Plan Proponents seek to establish the Disputed Claims Reserve based on an estimate of Disputed Class 4 Claims in the amount of $380.3 million. The Plan Proponents believe that the requested reserve is conservative and will ensure that holders of Disputed Class 4 Claims will receive the treatment under the Plan to which they are entitled if and when their claims are Allowed. The Plan Proponents also believe that the actual Allowed amounts of the Disputed Class 4 Claims will be far lower than the amount being reserved. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Eskanoses' $265-Mil. Claim Disallowed ---------------------------------------------------------- Judge Martin Glenn sustained the Debtors' objection and expunged Claim No. 19 filed by Bari B. Eskanos and Ami B. Eskanos, holding that although the Claimants' reply to the Debtors' objection exceeds 300 pages of so-called evidence, most of that "evidence" consists of a 215-page list of accusations against myriad non- debtors as well as two debtor affiliates. These accusations, according to Judge Glenn, are mostly irrelevant to the Debtors and do not support the Claimants' proof of claim. The Claim, which relates to litigation involving real property located in Florida, assert that the Debtors owe the Eskanos $264,500,000 for bank fraud, mail fraud, wire fraud, debt collection violations, and civil conspiracy. A full-text copy of Judge Glenn's memorandum opinion and order dated Dec. 5, 2013, is available at: http://bankrupt.com/misc/RESCAP60111205.pdf Appearances were made by Jordan A. Wishnew, Esq., at MORRISON & FOERSTER, for the Debtors, and BARRY B. ESKANOS AND AMI B. ESKANOS, appearing pro se. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Kramer Levin Represents Creditor's Committee ----------------------------------------------------------------- On December 12, 2013, Bankruptcy Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York confirmed the Joint Chapter 11 Plan proposed by Residential Capital and the Creditors' Committee. Confirmation of the Plan brought the largest chapter 11 case filed in 2012 to a successful conclusion after only 19 months. Kramer Levin Naftalis & Frankel LLP represented the Creditors' Committee as co-proponent of the Plan. The Creditors' Committee was also represented by the investment banking firm of Moelis & Company and AlixPartners, as financial advisors. The foundation of the Plan is a $2.1 billion contribution from ResCap's parent company, Ally Financial, Inc. and a global settlement agreed to among the wide range of creditors involved in one of the most complex bankruptcies in history. The Kramer Levin team was led by Kenneth H. Eckstein, partner and co-chair of the firm's Corporate Restructuring and Bankruptcy Department. Jared Dermont led the team for Moelis & Company, and Alan Holtz led the team for AlixPartners. The Plan is expected to go effective within 14 days. John S. Dubel, CEO of Financial Guaranty Insurance Company and co-chair of the Creditors' Committee said, "the Creditors' Committee is proud of the global settlement it was able to achieve in the case and looks forward to the Plan becoming effective before year end." ResCap is a wholly owned subsidiary of AFI that originated and/or serviced over 2.4 million domestic residential mortgage loans with a value of approximately $374 billion, making it one of the country's largest residential mortgage loan companies. On May 14, 2012, ResCap filed for bankruptcy with assets and liabilities in excess of $15 billion, making it the largest bankruptcy case filed in 2012. At the outset of the case, AFI agreed to pay ResCap $750 million in exchange for a full release of its own liability associated with ResCap's mortgage business. From the outset of these cases, the Creditor's Committee spearheaded a comprehensive investigation of causes of action against AFI that resulted in AFI increasing its settlement payment from $750 million to $2.1 billion. This, in turn, permitted a global settlement of a vast array of claims arising from ResCap's role as a leading originator and servicer of residential mortgages and issuer of residential mortgage-backed securities, a business that collapsed in the financial crisis of 2008, creating billions of dollars in losses and lawsuits against ResCap and its parent company, AFI. As lead counsel to the Creditor's Committee, Kramer Levin led the Creditors' Committee's investigation and played a pivotal role in constructing and bringing the global settlement to fruition. A Kramer Levin litigation team worked with a forensic team from AlixPartners to investigate related-party transactions between ResCap and AFI, and bankruptcy, corporate, and litigation teams from Kramer Levin, Moelis, and Alix handled a wide range of transactional, litigation and bankruptcy matters on behalf of the Creditors' Committee in the case. The advisors for the Creditors' Committee worked alongside Morrison & Foerster, Centerview Partners and FTI Consulting, legal and financial advisors to ResCap. Following five months of mediation under the direction of Bankruptcy Judge James Peck, in May 2013, ResCap, the Creditors' Committee, AFI, and certain other key creditor constituencies reached an agreement on the terms of a settlement that resolved a wide range of disputes and set the stage for a largely consensual plan confirmation process. The cornerstone of the settlement was AFI's agreement to nearly triple its original proposed plan contribution from $750 million to $2.1 billion -- substantially increasing expected recoveries by all ResCap creditors. Mr. Eckstein noted that "Judge Peck played a remarkable role in mediating a global settlement in this complex and hotly contested case and all parties are grateful for his tireless efforts in seeing this case to a successful conclusion." In addition to Mr. Eckstein, other significant members of the Kramer Levin teams include Corporate Restructuring partners Douglas Mannal, Philip Bentley and P. Bradley O'Neill; and Litigation partners Gregory A. Horowitz, Philip S. Kaufman, Norman C. Simon, and Jeffrey S. Trachtman. The Creditors' Committee members are AIG Asset Management (U.S.), LLC, Allstate Life Insurance Company, The Bank of New York Mellon Trust Company, N.A., Deutsche Bank Trust Company Americas, Financial Guaranty Insurance Company, MBIA Insurance Corporation, Rowena L. Drennen, U.S. Bank National Association, and Wilmington Trust, N.A. John Dubel of Financial Guaranty Insurance Company and Wilmington Trust N.A. served as Co-Chairs of the Creditors' Committee. The Debtors consist of Residential Capital, LLC and 50 of its subsidiaries, including primary operating subsidiaries Residential Funding Company, LLC and GMAC Mortgage LLC. "While there were numerous parties litigating for recoveries from ResCap and AFI, we saw an opportunity to avoid continued litigation, to maximize creditor recoveries, and to achieve closure through a mediated resolution of this hotly contested bankruptcy," said Mr. Eckstein. "We are gratified that the global settlement and plan provide an excellent resolution for all parties involved and provide a model for consensually resolving future complex cases." Mr. Eckstein, who was recently named a fellow of the American College of Bankruptcy, serves as co-chair of Kramer Levin Naftalis & Frankel's 45-attorney Corporate Restructuring and Bankruptcy Department. He has played a prominent role in many of the largest and most complex Chapter 11 cases and out of court workouts, including the bankruptcies of General Motors, Chrysler, Dewey LeBoeuf, Washington Mutual, General Maritime, Saint Vincent's Catholic Medical Centers, Bally Total Fitness, Adelphia, Owens Corning, and Dow Corning. Kramer Levin's Corporate Restructuring and Bankruptcy Department was named one of Law360's "Top Practice Groups of 2012," one of only five bankruptcy practice firms selected for this honor. The firm also plays a leading role in the Detroit bankruptcy case, the Patriot Coal bankruptcy case and in several significant shipping company and hospital restructurings both in and out of bankruptcy. Kramer Levin Naftalis & Frankel LLP -- http://www.kramerlevin.com -- is a premier, full-service law firm with offices in New York, Silicon Valley and Paris. Firm lawyers are leading practitioners in their respective fields. The firm represents Global 1000 and emerging growth companies, institutions and individuals, across a broad range of industries. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). REST ASSURED SLEEP: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Rest Assured Sleep Centers, LLC 10113 Balsam Poplar Place Bowie, MD 20721 Case No.: 13-30928 Chapter 11 Petition Date: December 13, 2013 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Richard B. Rosenblatt, Esq. THE LAW OFFICES OF RICHARD B. ROSENBLATT 30 Courthouse Square Ste. 302 Rockville, MD 20850 Tel: (301) 838-0098 Email: rbrbankruptcy@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jumoke Akinnagbe, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb13-30928.pdf RFS CORP: Reorganized Company Loses $37-Mil. Tax Refund Bid ----------------------------------------------------------- Law360 reported that the U.S. Court of Federal Claims ruled on Dec. 11 that Reorganized RFS Corp. isn't entitled to the more than $37 million in tax refunds it claimed it was owed during its bankruptcy proceedings, because it sought the refunds over a decade too late. According to the report, reorganized RFS had argued that a provision in the Internal Revenue Code allowed it to file amended tax returns featuring "special estimated tax payments" that accounted for money the company had neglected to deduct when it filed its original tax returns. RICEBRAN TECHNOLOGIES: Amends 1.7 Million Shares Prospectus ----------------------------------------------------------- Ricebran Technologies filed an amendment to its registration statement with the U.S. Securities and Exchange Commission relating to the offering of 1,750,000 shares of its common stock, no par value per share, together with warrants to purchase 1,750,000 shares of the Company's common stock. One share of common stock is being sold together with a warrant, with each warrant being immediately exercisable for one share of common stock at an exercise price of $____ per share and will expire 60 months after the issuance date. The Company's common stock is currently traded on the OTCQB Marketplace, operated by OTC Markets Group, under the symbol "RIBT". The Company has applied to list its common stock and warrants on The NASDAQ Capital Market under the symbols "RIBT" and "RIBTW", respectively. No assurance can be given that the Company's application will be approved. On Dec. 10, 2013, the last reported sales price for the Company's common stock was $6.00 per share. On Nov. 13, 2013, the Company effected a one-for-200 reverse split on its issued and outstanding shares of its common stock. All warrant, option, share and per share information in this prospectus gives retroactive effect to the one-for-200 reverse split. A copy of the amended prospectus is available for free at: http://is.gd/O5pteD About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. As reported in the TCR on April 15, 2013, BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt about RiceBran Technologies' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $204.4 million at Dec. 31, 2012. "Although the Company emerged from bankruptcy in November 2010, there continues to be substantial doubt about its ability to continue as a going concern." The Company's balance sheet at Sept. 30, 2013, showed $41.82 million in total assets, $38.16 million in total liabilities, $7.86 million in temporary equity and a $4.22 million total deficit attributable to the Company's shareholders. RISA MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: RISA Management Corp. 1400 Old Country Road, Suite 109 Westbury, NY 11590 Case No.: 13-76206 Chapter 11 Petition Date: December 12, 2013 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S Trust Debtor's Counsel: Scott R Schneider, Esq. 117 Broadway Hicksville, NY 11801 Tel: (516) 433-1555 Fax: (516) 433-1511 Email: scottsch@optonline.net Total Assets: $2.86 million Total Liabilities: $4.53 million The petition was signed by Savi Prashad, owner/president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb13-76206.pdf ROSETTA RESOURCES: S&P Raises CCR to 'BB-' & Removes from Watch --------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Houston-based exploration and production company (E&P) Rosetta Resources Inc. (Rosetta) to 'BB-' from 'B+' and removed it from CreditWatch, where S&P placed it with positive implications on Nov. 26, 2013. The outlook is stable. S&P also raised the issue-level rating on Rosetta's senior unsecured debt to 'BB-' from 'B+' and removed it from CreditWatch with positive implications. The '4' recovery rating on this debt is unchanged. "The stable outlook reflects our view that Rosetta will continue to benefit from its liquids-related production and that its capital spending program will result in further development of its proved reserves," said Standard & Poor's credit analyst Marc Bromberg. "Under our base case scenario, we expect that Rosetta will maintain credit protection measures consistent with current ratings, with FFO to debt near 40% over the next 12 months." S&P could lower the rating if Rosetta's credit measures weakened, such that FFO to debt were sustained below the 30% level, which could result from production well below S&P's expectations or a change in financial policy that results in accelerated capital spending or debt-financed acquisitions. An upgrade will depend on Rosetta's ability to increase reserves and production, potentially through development of its Eagle Ford and Permian acreage. Given Rosetta's high proportion of undeveloped reserves and its small size and scale relative to 'BB' rated peers that typically average more than 300 million barrels of oil equivalent, S&P considers an upgrade unlikely in the near term. RP CROWN: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Scottsdale, Ariz.-based RP Crown Parent LLC. The outlook is stable. At the same time, S&P affirmed its 'B+' issue-level rating on the company's $1.45 billion term loan due 2018 and its $100 million revolving credit facility due 2017. The '2' recovery rating indicates S&P's expectation for substantial recovery (70% to 90%) in the event of payment default. S&P also affirmed its 'CCC+' issue-level rating on the company's $650 million second lien-term loan due 2019. The '6' recovery rating indicates S&P's expectation for negligible recovery (0% to 10%) in the event of payment default. "The ratings on JDA reflect its 'highly leveraged' financial risk profile, with leverage that we expect to be in the mid-8x area at year-end 2013 (excluding pro-forma adjustments for expected but unrealized synergies), and its 'fair' business risk profile, derived from its narrow product focus, its competitive market segment, and the near-term risk associated with its cost saving and offshoring initiatives," said Standard & Poor's credit analyst Christian Frank. Despite its credit metrics that are currently worse than expected and negative free operating cash flow (FOCF) due to a material decline in license sales, S&P's ratings and outlook remain unchanged since it believes that cost savings are likely to result in somewhat lower leverage of about 8x, and about break-even FOCF in fiscal 2014, along with prospects for further deleveraging and positive FOCF in fiscal 2015. S&P views some of the 2013 issues as one time and transitional in nature, due to the large merger that closed late last year. The stable outlook reflects S&P's view that JDA's market position and recurring revenue base will support stable revenues in 2014 and that cost savings will drive modest deleveraging. Although unlikely in the near term, S&P could raise the rating if the company delivers sustained growth in license sales and a lower cost structure, resulting in leverage in the low-to-mid 6x area without material adjustments for one-time expenses. S&P could lower the rating if license sales decline further due to macroeconomic pressures or if cost reductions cause business disruption, precluding or delaying the somewhat improved credit metrics that S&P anticipates over the next few quarters or if these factors result in sustained negative FOCF. RUE21 INC: Bank Debt Trades at 17% Off -------------------------------------- Participations in a syndicated loan under which Rue21 Inc. is a borrower traded in the secondary market at 82.70 cents-on-the- dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.45 percentage points from the previous week, The Journal relates. Rue21 Inc. pays 475 basis points above LIBOR to borrow under the facility. The bank loan matures on Sept. 30, 2020 and carries Moody's B3 rating and Standard & Poor's N.R. rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. As reported in the Troubled Company Reporter on Oct. 11, 2013, Standard & Poor's Ratings Services said it assigned a 'CCC' issue- level rating to rue21 inc.'s $250 million senior unsecured notes with a '6' recovery rating. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery of principal in the event of a payment default. Rhodes Merger Sub Inc. is the issuer of these notes. SIGN SPEC: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Sign Spec, Inc. dba SSI Creative Group 20 East Clementon Road, Suite 203 N Gibbsboro, NJ 08026 Case No.: 13-37051 Chapter 11 Petition Date: December 13, 2013 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Gloria M. Burns Debtor's Counsel: Ira Deiches, Esq. DEICHES & FERSCHMANN 25 Wilkins Ave. Haddonfield, NJ 08033 Tel: (856) 428-9696 Fax: (856) 795-6983 Email: ideiches@deicheslaw.com Total Assets: $2.15 million Total Liabilities: $4.71 million The petition was signed by Charles Jacques, president. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/njb13-37051.pdf SIMMONS FOODS: S&P Raises CCR to 'B-' on Refinancing ---------------------------------------------------- Standard & Poor's Ratings Services raised its ratings on Siloam, Springs, Ark.-based Simmons Foods Inc., including the corporate credit rating to 'B-' from 'CCC+'. The outlook is stable. At the same time, S&P raised its issue-level ratings on the company's $265 million second-lien notes maturing 2017 to 'CCC' from 'CCC-' (two notches below the corporate credit rating) with an unchanged recovery rating of '6', indicating S&P's expectations for negligible (0%-10%) recovery in the event of a payment default. These notes will be upsized to $315 million following the successful completion of the company's $50 million add-on offering announced. S&P estimates the pro forma ratio of debt to EBITDA is about 4.6x compared with a ratio of 4.5x for the 12 months ended Sept 30, 2013, and project this ratio will improve to 4.3x by year end 2013 and below 4x in 2014. "The upgrade and stable outlook reflects our belief that the company will maintain its improved operating performance in 2014, steadily improve its free cash flow generation and credit measures, and maintain adequate liquidity, following this largely leverage-neutral refinancing," said Standard & Poor's credit analyst Chris Johnson. SMART & FINAL: S&P Affirms 'B' CCR Over Term Loan Amendment ----------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Commerce, Calif.-based discount food retailer Smart & Final Holdings Corp. The outlook is stable. At the same time, S&P affirmed its 'BB-' issue-level rating (two notches above the corporate credit rating) on the company's $150 million asset- based lending (ABL) revolving credit facility. The recovery rating on the ABL revolver remains unchanged at '1', indicating very high (90-100%) expectations of recovery for lenders in the event of default. S&P also affirmed its 'B' issue-level rating (the same as the corporate credit rating) on the first-lien term loan (to be upsized to $716 million with the proposed transaction). S&P is revising its recovery rating on the company's first-lien term loan to '4' from '3'. The '4' recovery rating indicates S&P's expectation for an average (30%-50%) recovery for lenders in the event of default. The lower recovery rating reflects a decline in the recovery estimate for the first-lien term loan lenders because of the increased tranche size. S&P expects to withdraw its existing 'CCC+' issue-level ratings on the company's second-lien term loan once the loan is repaid. "The rating affirmation on Smart & Final follows the company's plans to increase its first-lien term loan and use the proceeds to refinance the second-lien debt," said credit analyst Samantha Stone. "In our view, the proposed transaction does not materially change the company's credit metrics because the transaction is leverage neutral and funds from operations (FFO) will only modestly benefit from the lower interest expense." The stable outlook reflects S&P's view that credit measures will continue to improve over the next 12 months from higher sales driving EBITDA growth, given the company's low-price position. S&P expects the company will maintain sufficient liquidity for operating needs while pursuing its growth initiatives with internal cash flow. S&P expects debt leverage will decline to around 5.0x in 2014, FFO to total debt to remain in the low teens percentage area, and EBITDA interest coverage to be around 3.4x. Downside scenario S&P could consider a downgrade if the company cannot meet its expectations for operating performance and positive credit metric trends reverse such that leverage increases above 6x with no prospects for improving. This could occur, for example, if sales are flat or modestly declines from S&P's 2013 expectations, perhaps due to increased competition, underperformance of new stores, and margins contract by around 300 basis points (bps). S&P could also lower the rating if the company undertakes a debt- financed dividend. Upside scenario Although less likely over the near term, S&P could consider an upgrade if the company reduces debt and its operating performance exceeds its expectations such that leverage decreases to below 5x on a sustained basis. This could occur, for example, if revenues increase by roughly 10% and EBITDA margin increases 100 bps from our 2013 expected levels. However, S&P would need to be confident that the company's private equity ownership would allow for sustained credit ratio improvement. SOLAR POWER: Director Stephen Kircher Quits ------------------------------------------- Mr. Stephen C. Kircher resigned from the board of directors of Solar Power, Inc., effective on Dec. 5, 2013. To the knowledge of the Company, Mr. Kircher had no disagreements with the Company on any matter relating to the Company's operations, policies or practices. There are no severance terms, deferred compensation or other financial arrangements between Mr. Kircher and the Company. Mr. Kircher will continue as an employee with the Company. About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. Solar Power disclosed a net loss of $25.42 million in 2012, as compared with net income of $1.60 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $132.92 million in total assets, $119.71 million in total liabilities and $13.20 million in total stockholders' equity. Crowe Horwath LLP, in San Francisco, 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 incurred a current year net loss of $25.4 million, has an accumulated deficit of $23.8 million, has experienced a significant reduction in working capital, has past due related party accounts payable and material adverse change and default clauses in certain debt facilities under which the banks can declare amounts immediately due and payable. Additionally, the Company's parent company LDK Solar Co., Ltd, has experienced financial difficulties, which among other items, has caused delays in project financing. These matters raise substantial doubt about the Company's ability to continue as a going concern. STEEL CITY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Steel City, LLC 118 S. Main Street Wauconda, IL 60084 Case No.: 13-47562 Chapter 11 Petition Date: December 12, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Donald R. Cassling Debtor's Counsel: John S Biallas, Esq. JOHN S. BIALLAS, ATTORNEY AT LAW 3N918 Sunrise Lane St Charles, IL 60174 Tel: 630 513-7878 Fax: 630 513-7880 Email: jsb70@comcast.net Total Assets: $4.23 million Total Liabilities: $6.03 million The petition was signed by Michael Schwartz, co-manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. STOCKTON, CA: Plan Slated for Confirmation in March --------------------------------------------------- The City of Stockton, California, has scheduled a confirmation hearing in March for its proposed plan for the adjustment of debts. Following a hearing on Nov. 18, the bankruptcy judge approved the disclosure statement dated Nov. 15, 2013, and ordered that: -- The City will serve solicitation packages to parties entitled to vote on the Plan not later than Dec. 13, 2013; -- The deadline by which holders of impaired claims must vote to accept or reject the Plan will be Feb. 10, 2014, at 4:30 p.m. Pacific time. -- The City will file the plan supplement no later than Jan. 27, 2014. -- The deadline by which the City may file its memorandum in support of the Plan will be Jan. 27, 2014. -- The deadline by which any party may serve and file a timely objection to the confirmation of the Plan will be Feb. 10, 2014. -- Any responsive pleadings to any objection to confirmation will be filed no later than Feb. 24, 2014. -- The hearing on the confirmation of the Plan will commence on March 5, 2014, at 9:30 a.m. Objections to confirmation must be served on these parties: i. John M. Leubberke, City Attorney's Office, 425 N. El Dorado Street, 2nd Floor, Stockton, CA 95202, John.Luebberke@stocktongov.com ; ii. Marc A. Levinson, Orrick, Herrington & Sutcliffe LLP, 400 Capitol Mall, Suite 3000, Sacramento, CA 95814-4497, malevinson@orrick.com (counsel to the City); iii. Steven H. Felderstein, Felderstein, Fitzgerald, Willoughby & Pascuzzi LLP, 400 Capitol Mall, Suite 1750, Sacramento, CA 95814, SFelderstein@ffwplaw.com (counsel to the Retirees Committee); iv. Debra A. Dandeneau, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, Debra.dandeneau@weil.com (counsel to NPFG); v. Jeffrey E. Bjork, Sidley Austin LLP, 555 West 5th Street, Los Angeles, CA 90013, jbjork@sidley.com (counsel to Assured Guaranty); vi. David Dubrow, Arent Fox LLP, 1675 Broadway, New York, NY 10019-5820, david.dubrow@arentfox.com (counsel to Ambac); vii. James O. Johnston, Jones Day, 555 South Flower Street, Fiftieth Floor, Los Angeles, CA 90071, jjohnston@jonesday.com (counsel to Franklin); viii. William K. Kannel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, wkannel@mintz.com (counsel to the indenture trustee); and ix. Michael J. Gearin, K&L Gates LLP, 925 Fourth Avenue, Suite 2900, Seattle, WA 98104, michael.gearin@klgates (counsel to CalPERS). Modified Plan Stockton filed its First Amended Plan for the Adjustment of Debts on Nov. 15, 2013, and a Modified Disclosure Statement on Nov. 21. Holders of general unsecured claims (Class 12), including retiree health benefit claimants, will be paid a percentage of their claims equal to the unsecured claim payout percentage (unless the amount of the retiree health benefit claims changes, that percentage will be equal to 0.93578% (i.e., $5,100,000 divided by $545,000,000) or such other amount as is determined by the Bankruptcy Court before confirmation of the Plan to constitute a pro-rata payment on such other general unsecured claims. According to the City, that is all it can afford to pay and still maintain even a bare minimum level of City services. Retirees who are receiving a CalPERS pension but no health benefits from the City will not be affected by the Plan. Retirees who are receiving a CalPERS pension plus health benefits will have their health benefits eliminated. Current employees of the City have also agreed to forego health benefits in retirement, which, along with changes in compensation, results in the loss of their retirement "spike" and reduces their post-employment benefits by 30% to 50%. The loss of retiree health benefits is a substantial concession of approximately $1 billion that has already been agreed to without compensation for this loss. In addition, most current employees hired before Jan. 1, 2013, have also agreed to a 7% to 30% reduction in pensionable compensation, which will reduce their future CalPERS pension from what it otherwise would have been. A copy of the Modified Disclosure Statement is available at: http://bankrupt.com/misc/cityofstockton.doc1215.pdf About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. TELESAT HOLDINGS: S&P Raises CCR to 'BB-' and Removes From Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its ratings on Canada-based satellite services provider Telesat Holdings Inc. and its related entities (collectively Telesat), including its long- term corporate credit rating to 'BB-' from 'B+'. At the same time, Standard & Poor's removed the ratings from CreditWatch, where they had been placed with positive implications Nov. 26, 2013. The outlook is stable. S&P also raised all related issue-level ratings on the company's debt one-notch in conjunction with the upgrade. The recovery ratings on the company's debt issues are unchanged. At Sept. 30, 2013, Telesat had C$3.34 billion of debt outstanding. "The upgrade primarily reflects our reassessment of Telesat's business risk profile to strong from satisfactory based on the relative strength of the company's profit margins and low volatility of profitability within the broader telecom and cable industry," said Standard & Poor's credit analyst Madhav Hari. S&P's strong business risk profile on Telesat is supported by its positive view of the fixed satellite services (FSS) industry; the company's position as the fourth-largest player in the US$10 billion-plus fixed FSS market and as a dominant provider of satellite capacity in Canada; solid revenue visibility given long- term contracts with well-established direct-to-home broadcast customers; healthy capacity utilization of its satellites; a relatively young fleet of in-orbit satellites; strong operating margins; and the industry's relatively high barriers to entry. These favorable credit factors are tempered, S&P believes, by Telesat's relatively greater degree of customer and geographic concentration, limited satellite breadth, and the potentially high capital expenditures required to support the company's growth strategy. Telesat is an international satellite operating company that provides broadcast, telecommunications, and carrier services, with a dominant position in the Canadian market. In North America, the company owns and operates nine revenue-generating satellites and has rights to the Canadian payload on the ViaSat-1 satellite launched in late-2011. Internationally, Telesat operates five owned FSS satellites. The company also manages several satellites on behalf of other operators and provides consulting services to other operators, governments, insurers, and satellite manufacturers. The stable outlook reflects Standard & Poor's view that Telesat's C$5 billion backlog of contracted revenue offers good visibility for revenue and EBITDA for the next couple of years. S&P also expects discretionary cash flow generation to improve given a more moderate pipeline of satellite launches compared with previous years. Although S&P acknowledges the company's ability to deleverage given improving cash generation, the ratings on the company are constrained owing to Telesat's ownership structure and future financial policy considerations. Although an upgrade is less likely in the near term because of Telesat's ownership structure and still-high level of debt in relation to cash flow, S&P could consider upgrading the company if it can demonstrate a commitment (entailing the adoption of a more conservative financial policy) to sustain an adjusted debt-to-EBITDA ratio at the mid-4x area while posting modest revenue growth and sustaining its profitability. Should the company adopt more aggressive growth plans or if the business degrades owing to customer losses/satellite failures, which could increase in the adjusted debt-to-EBITDA ratio to the 7x area on a sustained basis, S&P could consider downgrading Telesat. TESORO LOGISTICS: S&P Affirms BB- Rating on $350MM Unsecured Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its 'BB-' issue-level rating and '4' recovery rating on Tesoro Logistics L.P. and Tesoro Logistics Finance Corp.'s $350 million 5.875% senior unsecured notes due 2020 are unchanged after the partnership announced its proposal to issue a $250 million add-on to the notes. The notes will total $600 million. The recovery rating of '4' indicates S&P's expectation of average (30% to 50%) recovery if a payment default occurs. The partnership intends to use net proceeds to repay $250 million outstanding under its revolving credit facility, which they used to partly fund the $650 million acquisition of the Los Angeles logistics assets from Tesoro Refining & Marketing Co. LLC, a subsidiary of parent Tesoro Corp., on Dec. 6, 2013. San Antonio-based Tesoro Logistics is a midstream energy partnership that gathers, transports, and stores crude oil and distributes, transports, and stores refined products. S&P's corporate credit rating on Tesoro Logistics is 'BB-', and the outlook is stable. Ratings List Tesoro Logistics LP Corporate credit rating BB-/Stable/-- Tesoro Logistics LP Tesoro Logistics Finance Corp. $600 mil. sr secd notes due 2020 BB- Recovery rating 4 TEXAS COMMUNITY BANK: Shuttered, FDIC Tapped as Receiver -------------------------------------------------------- Texas Community Bank, National Association, The Woodlands, Texas, was closed Friday by the Office of the Comptroller of the Currency, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Spirit of Texas Bank, SSB, College Station, Texas, to assume all of the deposits of Texas Community Bank, National Association. The two branches of Texas Community Bank, National Association will reopen as branches of Spirit of Texas Bank, SSB during their normal business hours. Depositors of Texas Community Bank, National Association will automatically become depositors of Spirit of Texas Bank, SSB. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Texas Community Bank, National Association should continue to use their existing branch until they receive notice from Spirit of Texas Bank, SSB that it has completed systems changes to allow other Spirit of Texas Bank, SSB branches to process their accounts as well. Depositors of Texas Community Bank, National Association can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of September 30, 2013, Texas Community Bank, National Association had approximately $160.1 million in total assets and $142.6 million in total deposits. In addition to assuming all of the deposits of the failed bank, Spirit of Texas Bank, SSB agreed to purchase approximately $147.9 million of the failed bank's assets. The FDIC will retain the remaining assets for later disposition. Customers with questions about the transaction should call the FDIC toll-free at 1-800-405-8028. The phone number will be operational this evening until 9:00 p.m., Central Standard Time (CST); on Saturday from 9:00 a.m. to 6:00 p.m., CST; on Sunday from noon to 6:00 p.m., CST; on Monday from 8 a.m. to 8 p.m., CST; and thereafter from 9:00 a.m. to 5:00 p.m., CST. Interested parties also can visit the FDIC's Web site at http://www.fdic.gov/bank/individual/failed/texascomm.html The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $10.8 million. Compared to other alternatives, Spirit of Texas Bank, SSB's acquisition was the least costly resolution for the FDIC's DIF. Texas Community Bank, National Association is the 24th FDIC-insured institution to fail in the nation this year, and the second in Texas. The last FDIC-insured institution closed in the state was First National Bank, Edinburg, on September 13, 2013. THELEN LLP: NY Appeals Court Will Hear Fee Dispute with Seyfarth ---------------------------------------------------------------- Law360 reported that the New York State Court of Appeals on Dec. 12 said it would review questions raised by the Second Circuit connected to the Thelen LLP liquidating trustee's bid to recover fees earned by former partners from cases they brought to Seyfarth Shaw LLP when Thelen dissolved. According to the report, in November, a three-judge panel on the Second Circuit declined to rule on a bid by Thelen liquidating trustee Yann Geron to overturn a decision barring him from recovering fees the former partners made from work that began at Thelen. About Thelen LLP Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner -- http://thelen.com/-- is a bi-coastal American law firm in process of dissolution. It was formed as a product between two mergers between California and New York-based law firms, mostly recently in 2006. Its headcount peaked at roughly 600 attorneys in 2006, and had 500 early in 2008, with offices in eight cities in the United States, England and China. In October 2008, Thelen's remaining partners voted to dissolve the firm. As reported by the Troubled Company Reporter on Sept. 22, 2009, Thelen LLP filed for Chapter 7 protection. The filing was expected due to the timing of a writ of attachment filed by one of Thelen's landlords, entitling the landlord to $25 million of the Company's assets. The landlord won approval for that writ in June 2009, but Thelen could void the writ by filing for bankruptcy within 90 days of that court ruling. Thelen, according to AM Law Daily, has repaid most of its debt to its lending banks. THOMAS PROPERTIES: CalSTRS Approves Proposed Merger with Parkway ---------------------------------------------------------------- On Sept. 4, 2013, Parkway Properties, Inc., Parkway Properties LP, PKY Masters, LP, Thomas Properties Group, Inc., and Thomas Properties Group, L.P., entered into a definitive Agreement and Plan of Merger, pursuant to which, among other things, TPGI would merge with and into Parkway with Parkway surviving the merger. The completion of the Merger is subject to customary closing conditions, including the receipt of certain third-party consents. One of those consents is the consent of TPGI's indirect partner in a joint venture, California State Teachers' Retirement System, that owns five properties in Austin, Texas. On Dec. 6, 2013, a subsidiary of TPGI that is a member of the Austin JV entered into a letter agreement with CalSTRS, which was agreed and consented to by Parkway, Parkway LP, TPGI, and TPG LP. The letter agreement provides for the consent of CalSTRS to the mergers and related transactions, including the transfer to Parkway of the management of certain properties that are owned by subsidiaries of the Austin JV, subject to the agreement of the TPGI Member to make certain amendments to the Austin JV's operating agreement and to the management and leasing agreements for the Austin JV's properties and certain other conditions. The parties have agreed to amend the Austin JV's operating agreement to, among other things: * Change the timing and procedures applicable to sales of the Austin JV's properties to (i) require unanimous approval of the members for any sale during the first four months after closing of the mergers, (ii) permit the management committee of the Austin JV to initiate sales of a portion of the Austin JV's properties during the remainder of the first year following the closing of the mergers, subject to providing a right of first offer to the TPGI Member, and (iii) accelerate the date when a non-defaulting member of the joint venture may initiate a forced sale of the Austin JV's properties from Sept. 17, 2015, to the earlier of the first anniversary of the consummation of the mergers and the date on which a deadlock of the management committee representatives of the Austin JV occurs; and * Reconstitute the management committee of the Austin JV to consist of five representatives, three of whom will be appointed by CalSTRS and two of whom will be appointed by the TPGI Member, and require only majority approval of the management committee in lieu of unanimous approval for certain actions. In addition to the amendments to the Austin JV's operating agreement, CalSTRS and TPG LP, on behalf of themselves and their affiliates, also agreed to enter into a mutual release of all claims and liabilities, known or unknown, that any of them may have related to or arising, prior to the consummation of the mergers, under the operating agreement of another joint venture between the parties or related to such joint venture's liquidation, or under the Austin JV's operating agreement or otherwise related to the Austin JV, subject to certain exceptions. The amendments to the operating agreement and the mutual release will be effective upon the consummation of the mergers. About Thomas Properties Group Thomas Properties Group, Inc., is a full-service real estate company that owns, acquires, develops and manages primarily office, as well as mixed-use and residential properties on a nationwide basis. The company's primary areas of focus are the acquisition and ownership of premier properties, both on a consolidated basis and through its strategic joint ventures, property development and redevelopment, and property management and leasing activities. For more information about Thomas Properties Group, Inc., please visit www.tpgre.com. The Company's balance sheet at Sept. 30, 2013, showed $1.12 billion in total assets, $773.33 million in total liabilities and $355.92 million in total equity. TLO LLC: Judge Overrules Objections to $154-Mil. Bankruptcy Sale ---------------------------------------------------------------- Law360 reported that a Florida bankruptcy judge on Dec. 13 approved the $154 million sale of data solutions company TLO LLC to TransUnion Acquisition Corp. despite objections from competing bidders including a Warburg Pincus LLC unit. According to the report, U.S. Bankruptcy Judge Paul G. Hyman signed off on the sale and overruled objections from a LexisNexis Group and WPTLO Acquisition Corp., an affiliate of private equity firm Warburg Pincus, both of whom said that the debtor abruptly shut down bidding prematurely. About TLO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher as CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr, Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the Debtor's counsel. Bayshore Partners, LLC is the Debtor's investment banker. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC are the Debtor's financial advisors. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner who died this year. There is $4.6 million secured by computer equipment. TOYS R US: 2016 Bank Debt Trades at 7% Off ------------------------------------------ Participations in a syndicated loan under which Toys R Us is a borrower traded in the secondary market at 93.05 cents-on-the- dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.20 percentage points from the previous week, The Journal relates. Toys R Us pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Aug. 17, 2016 and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the world's largest dedicated toy retailer, with annual revenues of around $11 billion. TOYS R US: 2019 Bank Debt Trades at 3% Off ------------------------------------------ Participations in a syndicated loan under which Toys R Us is a borrower traded in the secondary market at 96.75 cents-on-the- dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.40 percentage points from the previous week, The Journal relates. Toys R Us pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on July 25, 2019 and carries Moody's B3 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the world's largest dedicated toy retailer, with annual revenues of around $11 billion. TRONOX INC: Kerr-McGee's Spinoff Ruled Intentional Fraud -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that when Kerr-McGee Corp. spun off Tronox Inc. in March 2006, the transaction was a fraudulent transfer with actual intent to hinder and delay creditors, U.S. Bankruptcy Judge Allan L. Gropper ruled in a 166-page opinion on Dec. 12. According to the report, Judge Gropper will decide in another few months whether the damages Kerr-McGee must pay will be $14.2 billion or $5.15 billion, or somewhere in between. Not long after the spinoff, Kerr-McGee was acquired by Anadarko Petroleum Corp., which was a defendant in the suit until May 2012 when Gropper dismissed the complaint as to the company. Tronox filed for Chapter 11 protection in January 2009 and confirmed a reorganization plan in November 2010 creating the trust that pursued the lawsuit on behalf of creditors. The lawsuit started in May 2009. The suit alleged that Kerr-McGee accumulated "massive" environmental and retiree liabilities during 70 years in business. To shed actual and contingent debt, Kerr-McGee first transferred what the complaint called "clean" businesses into a new company, leaving behind what would be known as Tronox. The leftovers were spun off as Tronox, so valuable oil and gas properties soon acquired by Anadarko wouldn't be liable for environmental claims. Judge Gropper said the creditors showed "by clear and convincing evidence" that Kerr-McGee acted "with actual intent to hinder or delay creditors" when they cleansed the energy assets and made them more attractive for Anadarko. The defendants, he said, "wholly failed to rebut the evidence." Judge Gropper called the amount of damages "the most complex issue in the case." Under Section 502(h) of the Bankruptcy Code, Kerr- McGee will have a claim in the Tronox bankruptcy for what it pays back for the fraudulent transfers. Kerr-McGee's claim will have the effect of diluting recovery by other creditors. In 30 days, Kerr-McGee must file papers explaining why the damages should be $5.15 billion. A month later, the creditors will file papers lobbying for $14.17 billion in damages. "We vehemently disagree with the judge's memorandum of opinion, and we fully expect to pursue every avenue available to us through the appellate process to protect the interests of our stakeholders," Anadarko said on the its website. Originally, Kerr-McGee admitted in writing that Judge Gropper had the right to enter a final judgment. When the question of a bankruptcy judge's power over a fraudulent transfer claim came to the forefront in a case before the U.S. Supreme Court, Kerr-McGee tried to retract consent. Explicit consent or not, Judge Gropper ruled that he has the constitutional power to make a final ruling because Kerr-McGee filed a claim for billions of dollars in the Tronox bankruptcy. On appeal, Kerr-McGee can argue that the suit should have been blocked by the so-called safe harbor in Section 546(e) of the Bankruptcy Code, which bars suing to recover a "settlement payment" made as part of a transaction in securities. Judge Gropper said the defendants waived the argument by not raising it soon enough. Even if not waived, Gropper said the defense didn't apply because there were no transfers of securities underlying the lawsuit. Judge Gropper said that Tronox "began to struggle almost immediately after the spinoff. From the beginning, it could fund "significantly less" in legacy liabilities than Oklahoma City- based Kerr-McGee had been paying, he said. The spinoff could be fraudulent, Judge Gropper said, even if the underlying facts were disclosed publicly. In addition to ruling that the spinoff was a fraudulent transfer, Judge Gropper concluded Tronox was insolvent and undercapitalized, and that transfers weren't made for "reasonably equivalent value." One of the biggest beneficiaries of the ruling will be the U.S. government, a party in the suit alongside Tronox creditors. Tronox said that 88 percent of the recovery will go to trusts and governmental entities to clean up polluted sites. The other 12 percent is for a separate trust to compensate individuals for injuries resulting from pollution. Tronox said there is an Internal Revenue Service ruling allowing the company to take tax deductions equal to amounts paid out by the trusts. The government is a Tronox creditor on account of environmental cleanup claims. Judge Gropper's decision was the culmination of a 34-day trial with 28 live witnesses and written testimony from 40 others. The last papers were filed in February. The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern District New York (Manhattan). About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represented the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants served as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders were appointed in the cases. The Creditors Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until Sept. 30, 2008, Tronox was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of Dec. 31, 2008, Tronox had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors' First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated Nov. 5, 2010. Under the Plan, Tronox reorganized around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. TXU CORP: 2014 Bank Debt Trades at 29% Off ------------------------------------------ Participations in a syndicated loan under which TXU Corp is a borrower traded in the secondary market at 71.33 cents-on-the- dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.57 percentage points from the previous week, The Journal relates. TXU Corp. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014 and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. TXU CORP: 2017 Bank Debt Trades at 30% Off ------------------------------------------ Participations in a syndicated loan under which TXU Corp is a borrower traded in the secondary market at 69.77 cents-on-the- dollar during the week ended Friday, Dec. 13, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.18 percentage points from the previous week, The Journal relates. TXU Corp. pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2017 and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. UNITEK GLOBAL: Director Elected at Annual Meeting ------------------------------------------------- UniTek Global Services, Inc., held its 2013 Annual Meeting of Stockholders on Dec. 5, 2013, at which the stockholderss: (1) elected Robert S. Stott as director; (2) approved on an advisory basis the compensation of the Company's named executive officers; (3) approved the 2013 Omnibus Equity Compensation Plan; and (4) ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2013. Under the Plan, the Company may issue equity-based awards to employees, non-employee directors, consultants and advisors who perform services for the Company and its subsidiaries. The Plan provides for the issuance of a maximum of 2,958,617 shares of the Company's common stock, consisting of (i) 2,500,000 new shares of common stock, plus (ii) 229,282 shares of common stock subject to outstanding grants under the Company's 2009 Omnibus Securities Plan as of the date of the 2013 Annual Meeting, plus (iii) 229,335 shares of common stock remaining available for issuance under the 2009 Omnibus Securities Plan but not subject to previously exercised, vested or paid grants as of the date of the 2013 Annual Meeting. About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. Unitek incurred a net loss of $77.73 million in 2012, as compared with a net loss of $9.13 million in 2011. The Company's balance sheet at Sept. 28, 2013, showed $325.58 million in total assets, $289.17 million in total liabilities and $36.41 million in total stockholders' equity. Bankruptcy Warning As of Dec. 31, 2012, the Company's total indebtedness, including capital lease obligations, was approximately $170 million. This amount has increased to approximately $210 million as of Aug. 9, 2013, including amounts borrowed to cash collateralize letters of credit. The Company's current debt also bears interest at rates significantly higher than historical periods. The Company said its substantial indebtedness could have important consequences to its stockholders. It will require the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of the Company's cash flow to fund acquisitions, working capital, capital expenditures and other general corporate purposes. "An event of default under either of our credit facilities could result in, among other things, the acceleration and demand for payment of all the principal and interest due and the foreclosure on the collateral. As a result of such a default or action against collateral, we could be forced to enter into bankruptcy proceedings, which may result in a partial or complete loss of your investment," the Company said in the 2012 annual report. * * * In the June 11, 2013, edition of the TCR, Moody's Investors Service lowered UniTek Global Services, Inc.'s probability of default and corporate family ratings to Ca-PD/LD and Ca, respectively. The Ca corporate family rating reflects UniTek's missed interest payment on the term loan which is considered a default under Moody's definition, the heightened possibility of another default event, continued delays in the filing of restated financials including the last two audits, management turnover, the potential loss of the company's largest customer and other business and legal risks stemming from issues at the company's Pinnacle subsidiary. As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Blue Bell, Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'. "The ratings upgrade to 'B-' reflects our belief that the company is no longer vulnerable and dependent on favorable developments to meet its financial commitments over the next few years," said Standard & Poor's credit analyst Michael Weinstein. VALWOOD ACRES: Case Summary & 9 Unsecured Creditors --------------------------------------------------- Debtor: Valwood Acres, LLC fka T Courtyards at Cockrell Housing, LLC 1603 LBJ Freeway, Suite 800 Dallas, TX 75234 Case No.: 13-36410 Chapter 11 Petition Date: December 13, 2013 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Hudson M. Jobe, Esq. QUILLING, SELANDER, LOWNDS, ET AL 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 871-2100 Fax: (214) 871-2111 Email: hjobe@qslwm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,001 to $1 million The petition was signed by Steven Shelley, vice president. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb13-36410.pdf VELTI INC: Hires Deloitte FAS as Financial Advisor -------------------------------------------------- Velti, Inc. and its debtor-affiliates ask for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Financial Advisory Services LLP as financial advisor, nunc pro tunc to Nov. 4, 2013. The Debtors require Deloitte FAS to: (a) assist the Debtors' management with collection or other disposition of accounts receivable owed by customers of the Debtors; (b) advise the Debtors in connection with their communications and negotiations with their lender and other major creditors, as well as other parties as requested by the Debtors and agreed to by Deloitte FAS; (c) assist the Debtors as needed in their deliberations over financial, operational and strategic restructuring alternatives and understanding their business and financial impact; and (d) other services as requested by the Debtors' boards or management, and agreed to by Deloitte FAS. Certain firms around the world, including Deloitte LLP, an affiliate of Deloitte FAS, are members of Deloitte Touche Tohmatsu Limited, a U.K. company limited by guaranty. In connection with the pre-petition performance of the services under the Engagement Letter, Deloitte FAS used the personnel of certain non-US member firms of DTTL or their affiliates from Greece and the U.K. Deloitte FAS does not anticipate using the services of such DTTL Member Firms after the Petition Date; however, it is expected that the DTTL Member Firm in the U.K. will engage separately with the Debtors' non-debtor affiliate in the U.K. Deloitte FAS and the Debtors have agreed that Deloitte FAS will charge the Debtors these hourly rates: Partner, Principal $695 Director $575 Senior Vice President $495 Vice President $435 Senior Consultant $375 Consultant $325 Others including paraprofessionals $125 Deloitte FAS will also be reimbursed for reasonable out-of-pocket expenses incurred. In the 90 days preceding the Petition Date, the Debtors paid Deloitte FAS $825,000 for professional services rendered pursuant to the Engagement Letter. As of the Petition date, no amounts were outstanding with respect to invoices issued by Deloitte FAS prior to this date. Craig M. Boucher, director of Deloitte FAS, 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 for the District of Delaware will hold a hearing on the application on Dec. 20, 2013, at 11:00 a.m. Objections, if any, are due Dec. 17, 2013, at 4:00 p.m. Deloitte FAS can be reached at: Craig M. Boucher DELOITTE FINANCIAL ADVISORY SERVICES LLP 1750 Tysons Blvd. McLean, VA 22102-4219 Tel: 202-370-2219 E-mail: crboucher@deloitte.com About Velti Inc. Velti Inc., a provider of technology for marketing on mobile devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-12878) on Nov. 4, 2013. 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. 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. didn't seek protection and business there will continue as usual. The Debtors are represented by attorneys Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at DLA Piper LLP (US), in Chicago, Illinois. The Debtors have also tapped Jefferies LLC as investment banker, Sitrick Brincko Group LLC, as corporate communications consultants, and BMC Group, Inc., as claims and noticing agent. U.S. Bank, National Association, as administrative agent for GSO Credit-A Partners, LP, GSO Palmetto Opportunistic Investment Partners LP and GSO Coastline Partners LP, extended $25 million of postpetition financing to the Debtors. The DIP Lenders, which are also the Prepetition Lenders, are represented by Sandy Qusba, Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP, in New York. An Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. The Committee has tapped McGuireWoods LLP as lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware co-counsel. Asgaard Capital LLC serves as financial advisor to the Committee. VELTI INC: Creditors' Panel Hires Asgaard Capital as Advisor ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Velti, Inc. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Asgaard Capital LLC as financial advisor to the Committee, nunc pro tunc to Nov. 13, 2013. The Committee requires Asgaard Capital to: (a) review and evaluate the assets and liabilities of the Debtors; (b) assess the Debtors' existing operations; (c) analyze the financial and operating statements of the Debtors; (d) analyze the business plans, budgets, forecasts and other information provided by the Debtors or their advisors; (e) provide such specific valuation or other financial analyses as the Committee may require in connection with its discussions with the Debtors; (f) develop, review, assess and propose options the Debtors may pursue, including, but not limited to, plans and efforts to sell assets, recapitalize or reorganize the Debtors or restructure its operations or financial obligations; (g) help counsel to and the Committee develop strategic and tactical plans to help maximize recoveries for the unsecured creditors, including assisting in negotiations with the Debtors, their counsel and advisors, or the stalking horse lender and DIP lender and their counsel and advisors; (h) provide testimony in court, on behalf of the Committee, if necessary or as reasonably requested by counsel; (i) assist and advise the Committee in examining and analyzing any potential or proposed strategy for a transaction, including, where appropriate, assisting the Committee in developing its own strategy for accomplishing a transaction; (j) assist and advise the Committee in evaluating and analyzing the proposed implementation of any transaction; (k) assist the Committee in developing, or responding to, any plan with respect to the Debtors; and (l) provide such other financial advisory services as may from time to time be reasonably requested by the Committee or counsel during the term of this engagement. Asgaard Capital will be paid at these hourly rates: Charles C. Reardon $750 Managing Director $625-$695 Director or Senior VP $500-$550 Associates and Analysts $250-$400 Asgaard Capital will also be reimbursed for reasonable out-of- pocket expenses incurred. Charles C. Reardon, senior managing director of Asgaard Capital, 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 for the District of Delaware will hold a hearing on the application on Dec. 20, 2013, at 11:00 a.m. Objections, if any, are due Dec. 16, 2013, at 4:00 p.m. Asgaard Capital can be reached at: Charles C. Reardon ASGAARD CAPITAL LLC 1934 Old Gallows Road, Ste 350 Vienna, VA 22182 Tel: (703) 752-6252 Fax: (703) 752-6201 About Velti Inc. Velti Inc., a provider of technology for marketing on mobile devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-12878) on Nov. 4, 2013. 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. 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. didn't seek protection and business there will continue as usual. The Debtors are represented by attorneys Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at DLA Piper LLP (US), in Chicago, Illinois. The Debtors have also tapped Jefferies LLC as investment banker, Sitrick Brincko Group LLC, as corporate communications consultants, and BMC Group, Inc., as claims and noticing agent. U.S. Bank, National Association, as administrative agent for GSO Credit-A Partners, LP, GSO Palmetto Opportunistic Investment Partners LP and GSO Coastline Partners LP, extended $25 million of postpetition financing to the Debtors. The DIP Lenders, which are also the Prepetition Lenders, are represented by Sandy Qusba, Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP, in New York. An Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. The Committee has tapped McGuireWoods LLP as lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware co-counsel. Asgaard Capital LLC serves as financial advisor to the Committee. VELTI INC: Creditors' Panel Taps McGuireWoods LLP as Lead Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Velti, Inc. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain McGuireWoods LLP as lead counsel to the Committee, nunc pro tunc to Nov. 12, 2013. McGuireWoods LLP will render these services, among others, as directed by the Committee: (a) advise the Committee with respect to its rights, powers and duties in these cases; (b) assist, advise and represent the Committee in analyzing the Debtors' assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with representatives of the Debtors and secured creditors; (d) assist and advise the Committee in connection with any proposed sale of the Debtors' assets; (e) assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; (f) assist the Committee in the review, analysis and negotiation of any disclosure statement or any plan of reorganization that may be filed; (g) assist the Committee in the review, analysis and negotiation of any financing or funding agreements; (h) assist and advise the Committee with respect to its communications with the general creditor body regarding significant matters in these cases; (i) take all necessary actions to protect and preserve the interests of the Committee; (j) prepare and file on behalf of the Committee all necessary motions, applications, answers, orders and papers in support of any position taken by the Committee; (k) appear before this Court, the Appellate Courts and any other courts, in which matters may be heard and to protect the interests of the Committee before such courts; and (l) perform any such legal services that may be required to protect the interests of the Committee in accordance with the Committees' powers and duties pursuant to the Bankruptcy Code. Current customary hourly rates of McGuireWoods LLP for the individuals expected to participate in this case range from $360 to $775 for attorneys. McGuireWoods LLP will also be reimbursed for reasonable out-of- pocket expenses incurred. David I. Swan, partner of McGuireWoods 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. The Court for the District of Delaware will hold a hearing on the application on Dec. 20, 2013, at 11:00 a.m. Objections, if any, are due Dec. 16, 2013, at 4:00 p.m. McGuireWoods LLP can be reached at: David I. Swan, Esq. MCGUIREWOODS LLP 1750 Tysons Boulevard, Suite 1800 Tysons Corner, VA 22102-4215 Tel: (703) 712-5365 Fax: (703) 712-5246 About Velti Inc. Velti Inc., a provider of technology for marketing on mobile devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-12878) on Nov. 4, 2013. 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. 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. didn't seek protection and business there will continue as usual. The Debtors are represented by attorneys Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at DLA Piper LLP (US), in Chicago, Illinois. The Debtors have also tapped Jefferies LLC as investment banker, Sitrick Brincko Group LLC, as corporate communications consultants, and BMC Group, Inc., as claims and noticing agent. U.S. Bank, National Association, as administrative agent for GSO Credit-A Partners, LP, GSO Palmetto Opportunistic Investment Partners LP and GSO Coastline Partners LP, extended $25 million of postpetition financing to the Debtors. The DIP Lenders, which are also the Prepetition Lenders, are represented by Sandy Qusba, Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP, in New York. An Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. The Committee has tapped McGuireWoods LLP as lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware co-counsel. Asgaard Capital LLC serves as financial advisor to the Committee. VELTI INC: Creditors' Panel Hires Morris Nichols as Co-Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Velti, Inc. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Morris, Nichols, Arsht & Tunnell LLP as Delaware co-counsel to the Committee, nunc pro tunc to Nov. 12, 2013. The Committee anticipates that Morris Nichols may, in coordination with McGuireWoods, render these services in the Debtors' Chapter 11 cases: (a) advise the Committee with respect to its rights, duties, and powers in these cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of these cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and in negotiating with such creditors; (d) assist with the Committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or their creditors concerning matters related to, among other things, the terms of a sale of the Debtors' assets, the Debtors' proposed post-petition financing, and any plan or plans of reorganization for the Debtors; (f) assist and advise the Committee with respect to its communications with the general creditor body regarding significant matters in these cases; (g) assist and counsel the Committee with regard to its organization; the conduct of its business and meetings; the dissemination of information to its constituency; and such other matters as are reasonably deemed necessary to facilitate the administrative activities of the Committee; (h) attend the meetings of the Committee; (i) represent the Committee at all hearings and other proceedings; (j) review and analyze all applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (k) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and (l) perform such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. At the present time, Morris Nichols' current hourly rates range between $250 per hour for the most junior associate to $820 per hour for the most senior partner. The following chart is representative of Morris Nichols' current hourly rates for work of this nature: Partners $515-$820 Associates and Special Counsel $250-$510 Paraprofessionals $225-$285 Case Clerks $140 Morris Nichols will also be reimbursed for reasonable out-of- pocket expenses incurred. Gregory W. Werkheiser, Esq., partner of Morris Nichols, 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 for the District of Delaware will hold a hearing on the application on Dec. 20, 2013, at 11:00 a.m. Objections, if any, are due Dec. 16, 2013, at 4:00 p.m. Morris Nichols can be reached at: Gregory W. Werkheiser, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street Wilmington, DE 19801 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: gwerkheiser@mnat.com About Velti Inc. Velti Inc., a provider of technology for marketing on mobile devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-12878) on Nov. 4, 2013. 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. 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. didn't seek protection and business there will continue as usual. The Debtors are represented by attorneys Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at DLA Piper LLP (US), in Chicago, Illinois. The Debtors have also tapped Jefferies LLC as investment banker, Sitrick Brincko Group LLC, as corporate communications consultants, and BMC Group, Inc., as claims and noticing agent. U.S. Bank, National Association, as administrative agent for GSO Credit-A Partners, LP, GSO Palmetto Opportunistic Investment Partners LP and GSO Coastline Partners LP, extended $25 million of postpetition financing to the Debtors. The DIP Lenders, which are also the Prepetition Lenders, are represented by Sandy Qusba, Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP, in New York. An Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. The Committee has tapped McGuireWoods LLP as lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware co-counsel. Asgaard Capital LLC serves as financial advisor to the Committee. VIGGLE INC: Partners with Scripps Networks ------------------------------------------ Scripps Networks Interactive has become the first programmer to offer the Viggle social platform to all Scripps advertisers. Viggle provides an interactive platform to create engagement with entertainment content and targeted advertising through a loyalty program that rewards users for watching television. By working together, Scripps will be able to offer its advertisers innovative program enhancements and extensions, or mobile video inventory targeted against programming. Auto manufacturer Lexus, in association with Food Network's "Restaurant Impossible," was the first participating advertiser. Viggle users who checked in to "Restaurant Impossible" were able to view Lexus advertisements tied to what was running on-air. Lexus also had fixed placements on the "Restaurant Impossible" show page in Viggle, which allowed users to look at Lexus models while watching the show. Coinciding with the night of Lexus' main integration in the program, Viggle hosted a Lexus-sponsored Viggle LIVE, allowing users to play along and answer trivia questions about the show, as well as brand recall questions tied to the on- air integration, all while earning points and rewards. "We look forward to providing interactive and engaging experiences that benefit Scripps advertising partners and viewers by way of our entertainment rewards platform," said Greg Consiglio, president and COO of Viggle. "Based on previous success partnering with other sales organizations, Viggle looks forward to providing opportunities that not only benefit Scripps on-air and digital partners but also engages viewers with popular interactive programs. For example, our real time trivia game, Viggle LIVE, provides a perfect forum for reinforcing key messaging as consumers use their devices during their favorite programs." Ninety-four percent of Scripps Networks' C3 audience watches the programming and commercials live. Viggle extends that live viewing experience with enhanced content and play-along experiences that engage and reward consumers while creating new opportunities for Scripps advertising partners. "The Viggle platform offers an impressive new tool for our advertisers to engage audiences who love our content," said Beth Lawrence, executive vice president of digital ad sales, Scripps Networks Interactive. "The ability to target consumers across screens becomes ever more important as viewers turn to their mobile devices while watching television. We are excited to be able to offer this opportunity for our advertising partners to reach consumers in a new way." About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle incurred a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013, as compared with a net loss of $96.51 million on $1.73 million of revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $16.06 million in total assets, $36.26 million in total liabilities, $36.83 million in series A convertible redeemable preferred stock, and a $57.04 million total stockholders' deficit. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2013, has deficiencies in working capital and equity that raise substantial doubt about its ability to continue as a going concern. WARNER MUSIC: Incurs $198 Million Net Loss in Fiscal 2013 --------------------------------------------------------- Warner Music Group Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to the Company $198 million on $2.87 billion of revenues for the fiscal year ended Sept. 30, 2013, as compared with a net loss attributable to the Company of $112 million on $2.78 billion of revenues for the fiscal year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had $6.25 billion in total assets, $5.50 billion in total liabilities and $743 million in total equity. As of Sept. 30, 2013, the company reported a cash balance of $155 million, total long-term debt of $2.867 billion and net debt (total long-term debt minus cash) of $2.712 billion. "This was a year of significant accomplishment at Warner Music Group," said Stephen Cooper, Warner Music Group's CEO. "We intensified our focus on signing and developing extraordinary artists, we executed well on our digital strategy and we acquired and have been successfully integrating Parlophone Label Group." "We also significantly improved our financial flexibility over the course of the fiscal year. Even as we increased our borrowings in order to finance the acquisition of Parlophone Label Group, we lowered our annual interest expense through debt repayments and refinancings of our debt," added Brian Roberts, Warner Music Group's executive vice president and CFO. A copy of the Form 10-K is available for free at: http://is.gd/p2smxd About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. The Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing. The Company's Recorded Music business primarily consists of the discovery and development of artists and the related marketing, distribution and licensing of recorded music produced by such artists. The Company's Music Publishing operations include Warner/Chappell, its global Music Publishing company, headquartered in New York with operations in over 50 countries through various subsidiaries, affiliates and non-affiliated licensees. In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. On July 20, 2011, the Company notified the New York Stock Exchange, Inc., of its intent to remove the Company's common stock from listing on the NYSE and requested that the NYSE file with the SEC an application on Form 25 to report the delisting of the Company's common stock from the NYSE. On July 21, 2011, in accordance with the Company's request, the NYSE filed the Form 25 with the SEC in order to provide notification of that delisting and to effect the deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. On August 2, 2011, the Company filed a Form 15 with the SEC in order to provide notification of a suspension of its duty to file reports under Section 15(d) of the Exchange Act. The Company continues to file reports with the SEC pursuant to the Exchange Act in accordance with certain covenants contained in the instruments governing the Company's outstanding indebtedness. * * * As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings Services placed its ratings on New York City-based recorded music and music publishing company Warner Music Group (WMG) on CreditWatch with negative implications. This action follows the company's announcement that it has entered into a definitive agreement to acquire U.K.-based Parlophone Label Group for about $765 million in cash. WOLF MOUNTAIN: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Wolf Mountain Products, L.L.C 256 West Center Street Orem, UT 84057 Case No.: 13-33869 Chapter 11 Petition Date: December 12, 2013 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. Joel T. Marker Debtor's Counsel: Anna W. Drake, Esq. ANNA W. DRAKE, P.C. 175 South Main Street, Suite 300 Salt Lake City, UT 84111 Tel: (801) 328-9792 Fax: (801) 413-1620 Email: annadrake@att.net Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Bryce J. Burns, manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. YRC WORLDWIDE: Solus Has 9.6% of Total Equity as of Dec. 9 ---------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Solus Alternative Asset Management LP, Solus GP LLC and Christopher Pucillo disclosed that as of Dec. 9, 2013, they beneficially owned 1,146,604 shares of common stock of YRC Worldwide Inc. representing 9.57 percent of the shares outstanding. The reporting persons previously disclosed beneficial ownership of 614,377 common shares or 5.32 percent equity stake as of Nov. 29, 2013. A copy of the regulatory filing is available for free at http://is.gd/jvIER3 About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. After auditing the 2011 results, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. KPMG LLP, in Kansas City, Missouri, noted that the Company has experienced recurring net losses from continuing operations and operating cash flow deficits and forecasts that it will not be able to comply with certain debt covenants through 2012. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. "The ratings on Overland Park, Kan.-based YRCW reflect its participation in the competitive, capital-intensive, and cyclical trucking industry," said Ms. Ogbara, "as well as its meaningful off-balance-sheet contingent obligations related to multiemployer pension plans." "YRCW's substantial market position in the less- than-truckload (LTL) sector, which has fairly high barriers to entry, partially offsets these risk factors. We categorize YRCW's business profile as vulnerable, financial profile as highly leveraged, and liquidity as less than adequate." Z TRIM HOLDINGS: Five Directors Elected at Annual Meeting --------------------------------------------------------- At an annual meeting of shareholders of Z Trim Holdings, Inc., which was held on Dec. 9, 2013, the shareholders: 1) elected Steven J. Cohen, Morris Garfinkle, Brian S. Israel, Mark Hershhorn, and Edward Smith III as directors of the Company to serve until the next Annual Meeting of Shareholders in 2013 or until their successors are elected and qualified; 2) ratified the appointment of M&K CPAs, LLC, as the Company's independent registered accounting firm for the fiscal year 2013; 3) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers; and 4) approved, on a non-binding advisory basis, the holding of future advisory vote to approve the compensation of the Company's executive officers every three years. About Z Trim Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Z Trim's revolutionary technology provides value-added ingredients across virtually all food industry categories. Z Trim's all-natural products, among other things, help to reduce fat and calories, add fiber, provide shelf-stability, prevent oil migration, and add binding capacity -- all without degrading the taste and texture of the final food products. Z Trim Holdings disclosed a net loss of $9.58 million in 2012 following a net loss of $6.94 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $4.98 million in total assets, $1.02 million in total liabilities and $3.95 million in total stockholders' equity. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company had a working capital deficit and reoccurring losses as of Dec. 31, 2012. These conditions raise substantial doubt about its ability to continue as a going concern. ZACKY FARMS: Settles Again with Owners, Confirms Plan ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that unsecured creditors of Zacky Farms LLC negotiated a second settlement with members of the controlling Zacky family and won approval of a liquidating Chapter 11 plan on Dec. 12 from the U.S. Bankruptcy Court in Sacramento, California. According to the report, disclosure materials approved in May told unsecured creditors they stood to recover as little as 5 percent or as much as 24 percent from the former vertically integrated poultry producer. The plan was the product of a sale in February where a Zacky family trust eventually ended up buying back the business. After the sale, the bankrupt company changed its name to ZF in Liquidation LLC. The sale gave the business to the family trust for $2.9 million in cash, the assumption of $500,000 in tax liabilities, and $9.9 million in notes. As part of a first settlement, the buyer gave one note for $6.4 million to pay creditors who supplied goods within 20 days of bankruptcy. The second note, for $3.5 million, was for unsecured creditors. Other family members including Richard Zacky had $23 million in claims that the creditors were challenging. The second settlement in October provides for dropping the claims and ensuring that the family receives no more than $750,000 from the notes earmarked for creditors. The family had supplied a $71 million loan before the sale. The disclosure statement showed as much as $32 million in unsecured claims, including claim from Zacky family members. If the Zacky claims were knocked out, the expected distribution for unsecured creditors would range from 18 percent to 24 percent, according to the disclosure statement. If the Zacky claims remained, the distribution would have been 5 percent to 10 percent. About Zacky Farms Fresno, California-based Zacky Farms LLC, whose operations include the raising, processing and marketing of poultry products, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No. 12-37961) on Oct. 8, 2012 in Sacramento. The Debtor disclosed $72,233,554 in assets and $67,345,041 in liabilities as of the Chapter 11 filing. Kurtzman Carson Consultants LLC provides administrative services and FTI Consulting, Inc., serves as the Debtor's Chief Restructuring Officer. Bankruptcy Judge Thomas Holman presides over the case. The petition was signed by Keith F. Cooper, the Debtor's sole manager. An official committee of unsecured creditors has been appointed in the case. Lowenstein Sandler represents the Committee. The Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan, Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron. The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky Trust U/D/T dated July 26, 1988, is represented by Thomas Walper, Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP. Zacky Farms LLC received bankruptcy-court approval to sell its assets to the Robert D. and Lillian D. Zacky Trust. The Debtor changed its name to ZF in Liquidation LLC following the assets sale. On June 27, 2013, ZF in Liquidation filed proposed Chapter 11 plan that essentially provides for the Debtor to continue its wind-down efforts after confirmation with administration to be handled by a professional wind-down manager replacing Keith Cooper. A copy of the Plan is available for free at: http://bankrupt.com/misc/ZACKY_1stAmdPlanJun27.PDF ZOGENIX INC: FDA Approves NDA for Sumavel DosePro ------------------------------------------------- The U.S. Food and Drug Administration approved Zogenix, Inc.'s supplemental New Drug Application for a 4 mg dose of Sumavel DosePro (sumatriptan injection) Needle-free Delivery System. Sumavel DosePro is also approved in a 6 mg dose for the treatment of acute migraine and cluster headache. Zogenix currently expects to launch the 4 mg dose of Sumavel DosePro in approximately June 2014. 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. * BofA Asks Justices to Resolve Circ. Split on Ch. 7 Liens ---------------------------------------------------------- Law360 reported that Bank of America NA recently asked the U.S. Supreme Court to prevent Chapter 7 debtors from completely nixing junior mortgage liens when the senior lien exceeds the property's value, claiming the Eleventh Circuit has ignored high court precedent on the issue and jeopardized Chapter 7 bankruptcy uniformity. According to the report, in a petition for certiorari filed Dec. 9, BofA claims the Eleventh Circuit has renewed its policy of allowing debtors to "strip off" junior liens when first mortgages are undersecured, even though property values may rise in the future. * IRS Claim Against Debtor Could Be Time-Barred: 6th Circ. ---------------------------------------------------------- Law360 reported that a private debtor in a bankruptcy proceeding might not have to pay hundreds of thousands of dollars in taxes because the statute of limitations on the tax year had already run out by the time the Internal Revenue Service filed its notice of deficiency, the Sixth Circuit ruled on Dec. 12. According to the report, the IRS says that Mark W. Winters owes $226,142 to the federal government, arguing that the statute of limitations on his 2004 taxes should be extended from three to six years. The appellate case is In re: Mark Winters, Case No. 13-8025 (6th Cir.). * Ninth Circuit Remains Tough on Judicial Estoppel -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals in San Francisco explained that its opinion in July on judicial estoppel doesn't require a evidentiary hearing every time a bankrupt fails to list a lawsuit on his or her schedules. According to the report, in a case called Ah Quin v. County of Kauai Department of Transportation, the Ninth Circuit in San Francisco ruled that the presumption of deceit doesn't apply if the bankrupt reopened the bankruptcy case to list a previously undisclosed lawsuit. In the new case decided Dec. 11, the bankrupt didn't amend her bankruptcy schedules to list the lawsuit as an asset until the defendant filed a motion to dismiss in district court on the basis of judicial estoppel. The district judge dismissed the suit based on court filings. The bankrupt appealed unsuccessfully. The bankrupt contended that Ah Quin requires taking evidence whenever the bankrupt modifies schedules to list a previously omitted claim. The opinion for the three-judge panel by Circuit Judge Susan P. Graber rejected the argument. She noted that the bankrupt in the new case presented no evidence or explanation about failing to list the suit. Neither did she seek reconsideration nor attempt to supplement the record. In Ah Quin, by comparison, the bankrupt offered multiple explanations for the omission. Those explanations, taken most favorably to the bankrupt, might have formed the basis for finding inadvertence and justified remand for further proceedings, Judge Graber said. The new case is Dzakula v. McHugh, 11-16404, U.S. Ninth Circuit Court of Appeals (San Francisco). * Banks Add $1.8-Bil. of Mortgage Debt as Volcker Rule Approved --------------------------------------------------------------- Jody Shenn, writing for Bloomberg News, reported that Wall Street dealers added $1.8 billion of speculative-grade U.S. home-loan securities to their inventories as the Netherlands sold bonds to five banks led by Bank of America Corp. and Goldman Sachs Group Inc. According to the report, trading data that includes the $5.1 billion auction by the Dutch government shows customers sold $5.5 billion of the debt to dealers, which in turn placed $3.7 billion with customers, according to Trace, the transaction reporting system of the Financial Industry Regulatory Authority. Bank of America won $1.9 billion in the Dutch sale, with Goldman Sachs getting $1.3 billion, according to a government statement. The auction of mortgage securities acquired in the Dutch rescue of ING Groep NV during the financial crisis came a day after banks avoided their worst fears of the Volcker rule, with regulators approving a final version of the speculative-trading ban crafted to leave intact market-making operations that can also create losses for dealers, the report said. Some firms may seek to use the business or hedging permitted under the regulation to disguise trading not meant to help clients or reduce risks, according to Commodity Futures Trading Commissioner Bart Chilton. "Of course they are going to find loopholes," he said in a Dec. 10 Bloomberg Television interview. "They've got a year and half before this thing is even implemented. They are going to be looking at these gray areas with a fine-toothed comb." Chilton said the rule, approved by five U.S. agencies, was "rigorous and strong" and designed to prevent another trading debacle like the $6.2 billion loss by JPMorgan Chase & Co.'s London Whale last year, the report related. Changes in the final wording broadened exemptions for banks' market-making desks, which generate more than $40 billion a year in revenue. * Condensing Store Base in Retail Liquidations May Not Add Value ---------------------------------------------------------------- Shuttering poor-performing sites and moving assets to stronger locations early on in a retail liquidation sounds like a good way to quickly enhance the overall net recovery value (NOLV) of the sale, but that's not always the case, writes John Cronin, Tiger Group's director of planning and analysis, in a December 3 blog post for online publication ABL Advisor. In the piece ("Collapsing the Store Base in Retail Liquidations: Myths vs. Realities"), Cronin looks at the pros and cons of condensing a retail chain's store base early on, or even before the beginning of a liquidation sale. "The sale saves operating costs while positioning the goods in areas where they should sell best," Mr. Cronin observes. "In practice, however, closing stores early in a liquidation is not always the best way to maximize value." One significant issue is the makeup of the inventory. Fragile or bulky items can be too risky and/or cost prohibitive to move, Cronin notes. "Items damaged in transit, rendering them unsalable, incur the double-whammy of lost revenue and sunk freight costs," Mr. Cronin said. "Likewise, if the items are part of a set and need to be sold as such, shipping them together adds additional layers of complexity to transfers that may make such moves unrealistic in the compressed timeframe of a liquidation sale." Technological challenges may include determining whether point-of- sale systems at the destination locations will recognize goods from a different banner or concept, he adds, noting that the physical layout of the stores should also be examined. "Many retail spaces are tightly plan-o-grammed with little to no backroom storage," notes Mr. Cronin. "Attempting to stuff these sites with an influx of transfers might only cause problems and necessitate renting additional storage space?thus, defeating the purpose of the transfer in the first place." Also, if inventory is overstocked in a location, customers may recognize this and decide to wait out the discounts, making their purchases deeper into the sale term when the prices are lower? resulting in diminished returns for the liquidator and the estate. The myriad factors that can affect successful transfers of merchandise need to be evaluated closely, often on a case-by-case basis, adds Mr. Cronin. "If the circumstances appear to favor a liquidation analysis that assumes store consolidations, lenders may want to choose an appraisal firm backed with real-world liquidation experience that fully understands the risks and rewards involved in this approach," Mr. Cronin concludes. * S&P Says Trial Sought by U.S. on 163 Securities Is Unfair ----------------------------------------------------------- Edvard Pettersson, writing for Bloomberg News, reported that McGraw Hill Financial Inc.'s Standard & Poor's said it would be unfair to let the U.S. Justice Department put more than 150 selected securities before a jury to argue the firm's ratings were the result of fraud. According to the report, S&P's lawyer, John Keker, said at a hearing on Dec. 12 in federal court in Santa Ana, California, that if the case goes to trial, the company would want to show on a security-by-security basis that its credit rating was fair and equal to its competitor, Moody's Corp. "It's complicated stuff, and if the government gets away with a hand-waving trial, S&P doesn't stand a chance," Keker said, the report cited. The Justice Department is seeking as much as $5 billion in civil penalties for losses to federally insured financial institutions that relied on S&P's investment-grade ratings for mortgage-backed securities and collateralized-debt obligations, or CDOs, the report related. U.S. District Judge David Carter said he has tentatively decided that the government complied with his earlier request to narrow the case, the report further related. The U.S. identified 56 residential mortgage-backed securities and 107 CDOs that it will use at trial to try to prove S&P lied about its ratings being free of conflicts of interest. The case is U.S. v. McGraw-Hill Cos., 13-cv-00779, U.S. District Court, Central District of California (Santa Ana). * U.S. Foreclosure Activity Down 15% in November 2013 ----------------------------------------------------- RealtyTrac(R) on Dec. 12 released its U.S. Foreclosure Market Report(TM) for November, which shows foreclosure filings -- default notices, scheduled auctions and bank repossessions -- were reported on 113,454 U.S. properties in November, a 15 percent decrease from the previous month and a 37 percent decrease from a year ago. The report also shows one in every 1,155 U.S. housing units with a foreclosure filing during the month. The 15 percent monthly decrease in November was the biggest month- over-month decrease since November 2010 when U.S. foreclosure activity plummeted 21 percent in one month following the revelation of the so-called robo-signing scandal in October 2010. High-level findings from the report: -- A total of 52,826 U.S. properties started the foreclosure process for the first time in November, down 10 percent from the previous month and down 32 percent from a year ago to the lowest level since December 2005, when 49,236 U.S. properties started the foreclosure process. -- November foreclosure starts increased from a year ago in 15 states, including Pennsylvania (up 233 percent), Delaware (up 104 percent), Maryland (up 74 percent), Oregon (up 38 percent), and Connecticut (up 37 percent). -- There were a total of 30,461 U.S. bank repossessions (REO) in November, down 19 percent from the previous month and down 48 percent from a year ago to the lowest level since July 2007, a 76-month low. -- Only five states posted year-over-year increases in REOs: Delaware (179 percent increase), Maryland (41 percent increase), Connecticut (9 percent increase), Maine (6 percent increase), and Iowa (2 percent increase). -- Scheduled foreclosure auctions (which are foreclosure starts in some states) in November increased from a year ago in 19 states, including Oregon (726 percent increase), Massachusetts (217 percent increase), Utah (214 percent increase), Connecticut (199 percent increase), Delaware (104 percent increase), and New York (34 percent increase). -- States with the highest foreclosure rates were Florida, Delaware, Maryland, South Carolina, and Illinois. Among metro areas with a population of 200,000 or more, those with the highest foreclosure rates were the Florida cities of Jacksonville, Miami, Port St. Lucie and Palm Bay, along with Rockford, Ill. -- Among the nation's 20 largest metro areas, those with the highest foreclosure rates were in Miami, Tampa, Chicago, Riverside-San Bernardino in Southern California, and Baltimore. Only three of the 20 largest metros posted annual increases in foreclosure activity: Baltimore (up 46 percent), Philadelphia (up 34 percent), and Washington, D.C. (up 6 percent). "While some of the decrease in November can be attributed to seasonality, the depth and breadth of the decrease provides strong evidence that we are entering the ninth inning of this foreclosure crisis with the outcome all but guaranteed," said Daren Blomquist, vice president at RealtyTrac. "While foreclosures will likely continue to stage a weak rally in certain markets next year as the last of the distress left over from the Great Recession is dealt with, it is highly unlikely that there will be a foreclosure comeback that poses any major threat to the solid housing recovery that has now taken hold." Local broker quotes "The Middle Tennessee housing market continues on a stable path maintaining overall market stability," said Bob Parks, CEO of Bob Parks Realty, covering the Nashville and middle Tennessee market. "We are enjoying a decline in foreclosure rates in line with the national average, which has allowed for an increase in home values, stabilization of home prices, and positive, consistent housing numbers we haven't seen in five years." "The foreclosure trends in the Northern Utah housing market are aligned with, if not a little better, than what we're experiencing on a national level," said Steve Roney, CEO of Prudential Utah Real Estate, covering the Salt Lake City and Park City, Utah, markets. "Foreclosures continue to decline and it's beginning to feel like a 'normal' housing market again." "Most of the shadow inventory has been worked through in the Ohio housing market, and this inventory is being absorbed quickly," said Michael Mahon, Executive Vice President/Broker at HER Realtors, covering the Dayton, Columbus and Cincinnati, Ohio markets. "The decreasing amount of time it's taking for properties to go through the foreclosure process is enabling lenders to keep properties in more stabilized conditions, which attracts higher prices and has assisted in creating moderate increases in appraised home values throughout the state." "Foreclosures continue to steadily decrease every month as the banks are catching up with their ghost and zombie foreclosure properties," said Sheldon Detrick, CEO of Prudential Detrick/Alliance Realty, covering the Oklahoma City and Tulsa, Okla., markets. "There will always be defaults, but it's clear that we are working our way back towards a normal housing market." "While 36 percent of the housing market in Reno, NV is still underwater on mortgages, homeowners are either holding onto their property or resolving issues through other distressed property options, which in turn has led to lower foreclosure activity in the area," said Craig King, COO of Chase International, covering the Reno and Lake Tahoe markets. Florida, Delaware and Maryland post top state foreclosure rates Florida foreclosure activity in November decreased 15 percent from the previous month and was down 23 percent from a year ago -- the fourth consecutive month with an annual decrease -- but the state still maintained the nation's highest state foreclosure rate, one in every 392 housing units with a foreclosure filing. The overall decrease in Florida foreclosure activity was driven by a 46 percent annual decrease in foreclosure starts and a 16 percent annual decrease in bank repossessions, but scheduled auctions in Florida increased 2 percent from a year ago -- the 11th consecutive month where scheduled foreclosure auctions increased on a year-over-year basis in Florida. Delaware foreclosure activity spiked 56 percent from October to November and was up 141 percent year-over-year, boosting the state's foreclosure rate to second highest in the country. One in every 480 Delaware housing units had a foreclosure filing during the month, and foreclosure activity in Delaware has now increased on an annual basis in seven of the last nine months. Despite a 16 percent monthly decrease, Maryland foreclosure activity continued to increase on annual basis in November, up 42 percent from a year ago, helping the state post the nation's third highest state foreclosure rate: one in every 618 housing units with a foreclosure filing. November marked the 17th consecutive month where Maryland foreclosure activity increased on an annual basis. Other states with foreclosure rates among the nation's 10 highest in November were South Carolina (one in every 660 housing units with a foreclosure filing), Illinois (one in every 700 housing units), Ohio (one in every 757 housing units), Connecticut (one in every 768 housing units), Nevada (one in every 859 housing units), Iowa (one in every 869 housing units), and Utah (one in every 889 housing units). Florida, Illinois, South Carolina cities rank in top 10 metro foreclosure rates Eight of the top 10 foreclosure rates in November among metropolitan statistical areas with a population of 200,000 or more were in Florida. Jacksonville posted the nation's highest metro foreclosure rate for the month: one in every 288 housing units with a foreclosure filing -- more than four times the national average. Other Florida metros with foreclosure rates ranking among the nation's 10 highest in November were Miami at No. 2 (one in every 307 housing units with a foreclosure filing); Port St. Lucie at No. 3 (one in every 341 housing units); Palm Bay-Melbourne- Titusville at No. 4 (one in every 343 housing units); Orlando at No. 6 (one in every 384 housing units); Tampa at No. 8 (one in every 410 housing units); Sarasota at No. 9 (one in every 432 housing units); and Ocala at No. 10 (one in every 454 housing units). All eight Florida metro areas in the top 10 posted year-over-year declines in foreclosure activity. The other two metros ranking among the top 10 were Rockford, Ill., at No. 5 with one in every 355 housing units with a foreclosure filing, and Charleston, S.C., at No. 7 with one in every 395 housing units with a foreclosure filing. Report methodology The RealtyTrac U.S. Foreclosure Market Report provides a count of the total number of properties with at least one foreclosure filing entered into the RealtyTrac database during the month -- broken out by type of filing. Some foreclosure filings entered into the database during the month may have been recorded in previous months. Data is collected from more than 2,200 counties nationwide, and those counties account for more than 90 percent of the U.S. population. RealtyTrac's report incorporates documents filed in all three phases of foreclosure: Default - Notice of Default (NOD) and Lis Pendens (LIS); Auction - Notice of Trustee's Sale and Notice of Foreclosure Sale (NTS and NFS); and Real Estate Owned, or REO properties (that have been foreclosed on and repurchased by a bank). The report does not count a property again if it receives the same type of foreclosure filing multiple times within the estimated foreclosure timeframe for the state where the property is located. RealtyTrac(R) -- http://www.realtytrac.com-- is the nation's leading source for comprehensive housing data. * Robert Rough Joins TravisWolff's Advisory Practice Group ---------------------------------------------------------- Robert M. Rough has joined TravisWolff as a partner to lead its business & transaction advisory group. Rough and his team will provide services to mid-market closely held and private equity- backed companies, addressing key challenges in corporate finance and accounting, business processes and operations, system assessment and selection, and bankruptcy and restructuring. Mr. Rough has been an investor, senior executive, consultant and board member in technology, service, manufacturing, distribution, and retail companies for more than 25 years. The majority of his management and consulting experience has been with portfolio companies of venture capital and private equity groups such as Kleiner Perkins, Ballast Point Ventures and Thompson Investments. He has been involved in over 25 completed transactions, usually with primary responsibility for all aspects of the transaction, including post transaction integration. "The needs of mid-market companies grow more complex every day. The addition of Robert Rough to TravisWolff broadens our ability to serve our clients throughout the lifecycle of their business. We are excited to have him as part of our firm," said Vance McCollough, Partner and Audit & Assurance Practice Group Leader. Prior to joining TravisWolff, Rough co-founded Pillar Solutions Group and Pillar Capital Management, among several other companies. Pillar Solutions is a consulting firm providing financial and systems expertise to companies ranging from pre- revenue up to $1 billion public companies, and Pillar Capital is a sponsor of venture capital investments allowing smaller, individual accredited investors access to deeply researched, well- structured venture investments combined with active post investment management, similar to what large institutional investors have access to through large venture capital funds. Mr. Rough graduated from Dartmouth College in Hanover, NH with a B.A. in Economics and earned his MBA from the Harvard Business School in Boston, MA. He serves on the Advisory Board of the Venture Development Center at the University of Texas at Dallas and is a guest lecturer and mentor for the university's Financial Leadership Association. Mr. Rough is also a member of the Commercial Finance Association, Association for Corporate Growth, and the Alliance of Merger & Acquisition Advisors. For more information, please visit traviswolff.com. About TravisWolff Founded in 1991, TravisWolff -- http://www.traviswolff.com-- is a growing, independent accounting and advisory firm that offers a full range of assurance, tax and consulting services to emerging companies, established companies, and successful individuals and families. Additionally, TravisWolff provides specialized services in the areas of business valuation, compensation and benefits planning, IT auditing, collaborative divorce consulting, employee benefit plan audits, estate planning, exit planning, litigation services and forensic accounting. TravisWolff serves clients in Texas, throughout the country and offshore. As a member of Moore Stephens International, TravisWolff extends its services to the global market. TravisWolff participates in the American Institute of Certified Public Accountants (AICPA) Peer Review Program and is registered with the Public Company Accounting Oversight Board (PCAOB). * OFSCap Launches Energy Restructuring Group -------------------------------------------- OFSCap on Dec. 12 disclosed that it has formed an Energy Restructuring Team. Fred Zeidman and Jeffrey Freedman, highly experienced oil and gas turnaround executives, will lead the group. The Restructuring Team will focus exclusively on turnaround and restructuring of distressed energy companies, projects, or joint ventures. The team will complement the activities of OFSCap's existing cross-border energy investment and merchant banking activities, both in the U.S. and throughout the world. "The energy business has changed significantly over the past several years," said James Row, OFSCap Founder and Managing Director. "Our professionals in the Restructuring Team have kept up with the changes and bring a wealth of key relationships and contacts in the energy and financial community to solve the most challenging assignment." OFSCap's dedicated Restructuring Team will work with companies in all sectors and levels of sophistication of the energy industry, from small start-up businesses to large mid-cap companies. The team can manage the efforts of both private and public companies in sectors from natural gas centric E&P companies, dedicated joint-venture oil drilling programs, to distressed oil field service companies. Target clients will range from private equity funds, public company boards to the distressed company itself. The Restructuring Team will work with stakeholders to determine any number of possibilities which could include out-of-court consensual debt and equity restructuring, exchange offers and distressed M&A transactions, or formal in-court insolvency proceedings, including all U.S. Chapter 11 and 7 proceedings as well as administration, receivership, voluntary arrangement, liquidation and bankruptcy. Mr. Zeidman's energy restructuring activities have included serving as the Chairman of the Board and CEO of Seitel, Inc. during its successful restructuring, Chairman of the board of SulphCo, Inc. and PetroFlow Energy, Interim President and Board Member of Nova Bio Fuels, Inc., Chief Restructuring Officer of Transmeridian Exploration, Inc. and Chairman of Board & CEO of Unibar Corporation, at the time, the largest domestic independent drilling fluids company. Mr. Freedman has been involved with a number of private E&P and service company workouts and appointed CEO of Gravis Oil Corporation, a public Canadian company during its restructuring period. About OFSCap, LLC OFSCap -- http://www.ofscap.com-- is a boutique investment and merchant-banking firm servicing the energy sector in the Americas and beyond. OFS is co-headquartered in Houston and Rio de Janeiro, with offices in Berlin, Bogota, Buenos Aires, Calgary, Dubai, Hong Kong/Shenzhen, London, Mexico City, New York City, Oslo, Panama City, and Washington, D.C. * BOND PRICING -- For The Week From Dec. 2 to 6, 2013 ----------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AES Eastern Energy LP AES 9.670 4.125 1/2/2029 AES Eastern Energy LP AES 9.000 1.750 1/2/2017 AGY Holding Corp AGYH 11.000 89.625 11/15/2014 Alion Science & Technology Corp ALISCI 10.250 73.045 2/1/2015 B456 Systems Inc AONE 3.750 65.000 4/15/2016 Bear Stearns Cos LLC/The JPM 3.830 99.875 12/10/2013 Bear Stearns Cos LLC/The JPM 3.330 99.875 12/10/2013 Brookstone Co Inc BKST 13.000 87.609 10/15/2014 Buffalo Thunder Development Authority BUFLO 9.375 37.375 12/15/2014 Caesars Entertainment Operating Co Inc CZR 5.375 100.000 12/15/2013 Cengage Learning Acquisitions Inc TLACQ 10.500 19.000 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 12.000 14.250 6/30/2019 Cengage Learning Acquisitions Inc TLACQ 13.250 1.375 7/15/2015 Cengage Learning Acquisitions Inc TLACQ 10.500 19.000 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 13.250 1.375 7/15/2015 Cengage Learning Holdco Inc TLACQ 13.750 1.375 7/15/2015 Champion Enterprises Inc CHB 2.750 0.375 11/1/2037 Digital River Inc DRIV 1.250 97.581 1/1/2024 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 10.000 1/30/2037 Energy Future Holdings Corp TXU 5.550 35.762 11/15/2014 GMX Resources Inc GMXR 9.000 0.500 3/2/2018 HSBC Finance Corp HSBC 3.490 99.838 12/10/2013 James River Coal Co JRCC 7.875 27.447 4/1/2019 James River Coal Co JRCC 4.500 30.000 12/1/2015 James River Coal Co JRCC 3.125 24.250 3/15/2018 LBI Media Inc LBIMED 8.500 30.000 8/1/2017 Lehman Brothers Holdings Inc LEH 1.000 19.125 8/17/2014 Lehman Brothers Holdings Inc LEH 1.000 19.125 8/17/2014 MF Global Holdings Ltd MF 6.250 45.050 8/8/2016 MF Global Holdings Ltd MF 1.875 47.250 2/1/2016 MannKind Corp MNKD 3.750 100.000 12/15/2013 Mashantucket Western Pequot Tribe MASHTU 6.500 14.000 7/1/2036 Patriot Coal Corp PCX 3.250 1.180 5/31/2013 Platinum Energy Solutions Inc PLATEN 14.250 63.375 3/1/2015 Pulse Electronics Corp PULS 7.000 74.690 12/15/2014 Residential Capital LLC RESCAP 6.875 35.875 6/30/2015 Savient Pharmaceuticals Inc SVNT 4.750 1.000 2/1/2018 School Specialty Inc/Old SCHS 3.750 36.125 11/30/2026 Scotia Pacific Co LLC MXM 6.550 0.875 1/20/2007 Sorenson Communications Inc SRNCOM 10.500 72.250 2/1/2015 Sorenson Communications Inc SRNCOM 10.500 72.250 2/1/2015 THQ Inc THQI 5.000 25.688 8/15/2014 TMST Inc THMR 8.000 16.125 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 6.499 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 28.050 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 6.000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 7.000 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 29.200 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 6.875 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 7.750 11/1/2015 USEC Inc USU 3.000 22.050 10/1/2014 Verso Paper Holdings LLC / Verso Paper Inc VRS 8.750 28.575 2/1/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 36.346 8/1/2016 WCI Communities Inc/Old WCI 4.000 0.500 8/5/2023 Western Express Inc WSTEXP 12.500 62.250 4/15/2015 Western Express Inc WSTEXP 12.500 62.250 4/15/2015 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2013. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***