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/raid1/www/Hosts/bankrupt/TCR_Public/131218.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 18, 2013, Vol. 17, No. 350 Headlines 22ND CENTURY: Buys Cigarette Manufacturing Equipment for $3.2MM A123 ENERGY: Stephen DeBruyn Named Vice President of Operations ABC MANUFACTURING: Receiver Takes Possession Under Court Order AFFINION GROUP: Moody's Raises Corp. Family Rating to 'Caa1' ALLENS INC: Seneca Foods to Buy Operating Assets for $148 Million ALVARION LTD: To Meet Shareholders and Creditors on Jan. 5 AMERICAN AIRLINES: 0.0665 AAL Shares to be Paid Per AAMRQ Share AMERICAN AIRLINES: US Airways to Join oneworld in March AMERICAN APPAREL: To Sell $50 Million Worth of Securities AMERICAN INTERNTATIONAL: ILFC Sale No Impact on Fitch Ratings AMR CORP: Jan. 23 Set as Bar Date for Lease Rejection Claims ARCHDIOCESE OF MILWAUKEE: Victims Ask Vatican for Cemetery Funds ASPEN GROUP: Incurs $1.4 Million Net Loss in Oct. 31 Quarter BIG LOTS: Sault Ste. Marie, Ontario Store to Close BODY SHAPING GYM: Case Summary & 20 Largest Unsecured Creditors BON-TON STORES: Inks Second Amendment to BofA Credit Agreement BT12 LLC: Case Summary & 6 Unsecured Creditors CAPITOL BANCORP: Creditors Vote Down Chapter 11 Plan CASH STORE: Incurs C$35.5 Million Net Loss in Fiscal 2013 CDW LLC: S&P Raises CCR to 'BB-' & Removes From CreditWatch CELL THERAPEUTICS: Board OKs $1.3 Million Bonuses to Executives CHINA NATURAL: Gets OK to Hire Schiff Hardin as Counsel CHINA NATURAL: Pritchard Approved as Chief Restructuring Officer COLOR STAR GROWERS: Files for Chapter 11 to Sell Greenhouses COMARCO INC: Swings to $551,000 Net Income in Oct. 31 Quarter COMMUNITY HOME: David Mullin Employment Held in Abeyance CONSOLIDATED ALUMINUM: Files to Deal with Asbestos Suits COOPER-BOOTH: Tells Court It Is Looking for an Investor CREATION'S GARDEN: Files Schedules of Assets and Liabilities CUMULUS MEDIA: Acquires WestwoodOne for $260 Million DAVID BIRON: Case Summary & 8 Unsecured Creditors DETROIT, MI: Eligibility Appeals Bypass District Court DEVONSHIRE PGA: Jan. 10 Set as Claims Bar Date DIOCESE OF GALLUP, NM: Utilities Barred From Discontinuing Service DIOCESE OF GALLUP, NM: Wins Approval to Pay Prepetition Wages DIOCESE OF GALLUP, NM: UST Proposes Fee Requests Protocol DIOCESE OF GALLUP, NM: Files Schedules of Assets & Debts DOGWOOD PROPERTIES: Court Okays Hiring of Midsouth Appraisal DUMA ENERGY: Board OKs Salary Increases and Bonuses EDISON MISSION: Parent Objects to Being Wiped Out ENERGY SERVICES: Inks 6th Amendment to United Bank Forbearance EXCEL MARITIME: Plan Hearing on Jan. 27; Votes Due Jan. 16 EXECUTIVE BENEFITS: Sees More Work for District Judges FEDERAL-MOGUL CORP: Moody's Rates Amended Sec. Revolver Debt 'Ba2' FINJAN HOLDINGS: Amends 21.5 Million Common Shares Prospectus FIRST DATA: Fitch Rates Proposed Sr. Subordinated Notes 'CCC/RR6' FIRST SEALORD: Claims Bar Date Set for Feb. 7 FLORIDA GAMING: Settlement with Miami Casino Management Approved FRIENDFINDER NETWORKS: Court Confirms Reorganization Plan FRIENDFINDER NETWORKS: SEC Bars Release of Securities Lawsuits GLOBALSTAR INC: Issues 9.5 Million Common Shares to Hughes GMX RESOURCES: Final Order to Limit Securities Trading Entered GOLDEN NUGGET: Moody's Raises Corp. Family Rating to 'B2' GREEN FIELD: Commences Marketing Process for Business & Assets GREEN PLANET: Suspending Filing of Reports with SEC GSC GROUP: Capstone's Fees Cut over Disclosure Saga GSC GROUP: Kaye Scholer Wins $4.2M Attorneys' Fees GUAM SOLID WASTE MANAGEMENT: Receiver Seeking Bids for Trustee HALCON RESOURCES: S&P Keeps CCC+ Unsec. Notes Rating After Add-On HALCON RESOURCES: Moody's Rates $400MM Unsecured Notes 'Caa1' HCA HOLDINGS: Moody's Alters Ratings Outlook to Positive HIGDON FURNITURE: Case Summary & 20 Largest Unsecured Creditors HOME-KIM: Case Summary & 6 Largest Unsecured Creditors HORIZON LINES: Caspian Capital Held 6% Equity Stake at Dec. 5 ICEWEB INC: Files Financial Statements of KC Nap and CTCI IDERA PHARMACEUTICALS: Board OKs $500,000 2013 Bonuses for Execs. IGLOO HOLDINGS: S&P Raises CCR to 'B+' & Removes Rating From Watch INTELLITRAVEL MEDIA: Jan. 29 Deadline Set for Bankruptcy Sale Bids INTERNATIONAL LEASE: Fitch Puts 'BB' IDR on Watch Positive INTERNATIONAL LEASE: Moody's Affirms 'Ba3' CFR Over AerCap Sale ION MEDIA: Bankruptcy Court Approves Plan of Reorganization ISTAR FINANCIAL: To Trade on NYSE Under "STAR" Symbol IZEA INC: Lindsay Gardner Joins IZEA Board of Directors JEH COMPANY: Bid to Sell 2 Ford Trucks Challenged LABORATORY PARTNERS: Dec. 19 Bid Deadline for Long-Term Care Unit LAKELAND INDUSTRIES: Incurs $1.8 Million Net Loss in 3rd Quarter LEE'S FORD: Hearing on Plan Confirmation Continued Until Jan. 16 LEE'S FORD: Wants Until March 4 to Solicit Plan Votes LILY GROUP: Court Okays Hiring of Faegre Baker as Panel's Counsel LOEHMANN'S HOLDINGS: To Use Third Bankruptcy for Liquidation LOEHMANN'S HOLDINGS: Judge Declines Some Approvals During Hearing LONE PINE: Files CCAA Restructuring Plan in Alberta Court LOUDOUN HEIGHTS: Files for Chapter 11 in Virginia LOUDOUN HEIGHTS: Case Summary & 6 Unsecured Creditors MADISON PARK CHURCH: To Repay Creditors Fully in 25 Years MAGYAR TELECOM: NY Bankr. Court Recognizes English Scheme MASTER AGGREGATES: Employs Charles A. Cuprill as Attorney MASTER AGGREGATES: Taps Carrasquillo as Financial Consultant METRO AFFILIATES: Lunenburg Bids Out New School Transport Contract MGM RESORTS: Moody's Rates New $500MM Sr. Unsecured Notes 'B3' MGM RESORTS: S&P Assigns 'B+' Rating to $500MM Sr. Unsecured Notes MICHAELS STORES: S&P Assigns 'CCC+' Rating to $260MM Sub. Notes MJC AMERICA: Seeks Authority to Use Cash Collateral to Operate MJC AMERICA: Section 341(a) Meeting Scheduled for Jan. 24 MONTREAL MAINE: Wins 90-Day Extension to Decide on Leases MONTREAL MAINE: Group Wants Victims' Committee Order Revised MSD PERFORMANCE: Z Capital Buys Business via Debt Swap MT LAUREL LODGING: Bank Balks at Continued Access to Cash NGPL PIPECO: S&P Cuts Corp. Credit Rating to B-; Outlook Negative NNN CYPRESSWOOD: Case Dismissal Hearing Continued Until Feb. 5 NNN PARKWAY: Hires McNutt Law as Bankruptcy Counsel NORSE ENERGY: New York State Sued to End Fracking Delays OCEAN 4660: May Sells Assets to Florida Development for $17MM ORCHARD SUPPLY: Sears and Alamo Object to Plan ORCO PROPERTY: Alchemy Partners Issues Open Letter to Shareholders PACIFIC AUTO: Voluntary Chapter 11 Case Summary PATRIOT COAL: Bankruptcy Court Confirms Plan of Reorganization PETROFLOW ENERGY: Montclair Expresses Concern on Equal Energy Sale PETRON ENERGY: Signs $10-Mil. Investment Agreement with CPUS PHYSIOTHERAPY ASSOCIATES: Court Expected to Confirm Plan PIQUA COUNTRY CLUB: Case Summary & 20 Top Unsecured Creditors PRESSURE BIOSCIENCES: Sells 4,000 Units for $1 Million RADIOSHACK CORP: Obtains $835 Million in Financing RESIDENTIAL CAPITAL: Resolves MetLife's RMBS-Related Claims RORIE INVESTMENTS: Case Summary & 9 Largest Unsecured Creditors RURAL/METRO CORP: Bankruptcy Court Confirms Plan of Reorganization SAN BERNARDINO, CA: Eligibility Appeal Bypasses District Court SAVIENT PHARMACEUTICALS: Claims Bar Date Set for Jan. 17 SCHOOL SPECIALTY: Reports $14.7MM Income for 2nd Qtr. Fiscal 2014 SKYBROOK GOLF CLUB: Under Receivership, To be Auctioned STAR DYNAMICS: Creditors Consent to Limited Use of Cash Collateral STAR DYNAMICS: Employs Allen Kuehnle as Bankruptcy Attorneys STAR DYNAMICS: Hires Womble Carlyle as Special Counsel STELLAR BIOTECHNOLOGIES: Partners with Amaran to Develop OBI-822 STOCKTON PUBLIC FINANCING: Moody's Removes Ba1 Rating on Rev Bonds STRASBURG COMMERCIAL: Voluntary Chapter 11 Case Summary STREAMTRACK INC: Incurs $2.6 Million Net Loss in Fiscal 2013 T BONES MANAGEMENT: Case Summary & 20 Top Unsecured Creditors THOMAS LOUNGE: Assets to Be Auctioned Off Jan. 14 TLC HEALTH NETWORK: Files for Chapter 11 to Deal With $9-Mil. Debt TLC HEALTH NETWORK: Case Summary & 20 Largest Unsecured Creditors TLO LLC: TransUnion Completes Acquisition of Business TRANSGENOMIC INC: Expands Contractual Agreement with Blue Cross TRONOX INC: Litigation Trust's Statement on Win Against Kerr-McGee TTM TECHNOLOGIES: S&P Rates Proposed $150MM Convertible Notes 'BB' UNITED AMERICAN: Incurs $343,000 Net Loss in Third Quarter UNITEK GLOBAL: To Issue 2.9MM Common Shares under 2013 Plan USEC INC: Reaches Agreement with Noteholders on Restructuring USEC INC: Moody's Lowers CFR & Sr. Unsecured Notes Rating to 'Ca' USG CORP: To Redeem $325 Million of Convertible Senior Notes VELTI PLC: GSO Is Winning Bidder for Mobile Marketing Business VILLAGE AT KNAPP'S: Jan. 15 Hearing on Adequacy of Plan Outline VISUALANT INC: Unit Renews $1 Million Credit Facility with BFI WATERSTONE AT PANAMA: Has Until Jan. 6 to File Chapter 11 Plan WATERSTONE AT PANAMA: Court Okays Deal on Use of Cash Collateral WEN-KEV MANAGEMENT: Meeting to Form Creditors' Panel Today WORLD WIDE MINERALS: Starts Arbitration Proceedings v. Kazakhstan YRC WORLDWIDE: Solus Alternative Hikes Equity Stake to 14.5% * Chapter 7 Lien-Stripping May Go to U.S. Supreme Court * New York's High Court Takes Case on Uncompleted Work * Colorado Joins CFPB in Suing CashCall Short-Term Lender * Regional Bank Says It Will Take a Charge Because of Volcker Rule * SEC Calls for Stiff Penalties Against Tourre * Bingham Elects 10 Lawyers to Partnership * Huron's Anderson Named CTP of the Year by TMA Chicago/Midwest * MoFo Steers ResCap to Successful Bankruptcy Exit * T&W Recognizes Huron as Outstanding Turnaround Firm for 2013 * Thompson Hine Elects New Bankruptcy & Restructuring Partners * 4th Cir. Appoints Lena James as M.D.N.C. Bankruptcy Judge ********* 22ND CENTURY: Buys Cigarette Manufacturing Equipment for $3.2MM --------------------------------------------------------------- 22nd Century Group, Inc., completed the acquisition of cigarette manufacturing equipment from Todd A. Robinson, not individually, but in the capacity as Trustee in the Chapter 7 bankruptcy case of PTM Technologies, Inc., pursuant to the terms of an asset purchase agreement, as amended. The purchase price for the equipment required a cash payment of $3,220,000. The purchase of the equipment was consummated free and clear of all liens and other encumbrances in accordance with the Order of the United States Bankruptcy Court for the Middle District of North Carolina. A copy of the Asset Purchase Agreement, as amended, is available for free at http://is.gd/Qfq1lb 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. A123 ENERGY: Stephen DeBruyn Named Vice President of Operations --------------------------------------------------------------- A123 Energy Solutions, a provider of advanced energy storage systems for utility grid and commercial applications, announced the appointment of Stephen DeBruyn to the position of Vice President of Operations. In this position, Mr. DeBruyn will oversee all of A123 Energy's manufacturing, quality control, and supply chain, supporting its business activities and future growth. "Steve's background makes him a perfect fit for continuing to expand A123 Energy's manufacturing presence to meet the needs of our business. With his extensive experience in manufacturing, he is a match to our organization which is fast-paced, emphasizes continual improvement, and demands high quality," said Bud Collins, President of A123 Energy. "After the company was acquired by Wanxiang we had the need to staff up and help match manufacturing production with market demand, and Steve's track record in operations is impeccable." Prior to this position, Mr. DeBruyn was Executive Vice President of Manufacturing and Operations at Eppendorf, a major capital equipment manufacturer in the life sciences industry. He led a 300+ person organization spread over multiple sites, and while at Eppendorf, successfully led multiple initiatives that modernized and upgraded their manufacturing and supply chain functions. Among these activities was the construction, equipment fit-up, and staffing of a new 140,000 square foot world class manufacturing center in Enfield, CT. "I am excited to join A123 Energy and add to the innovations and accomplishments they've achieved in the energy storage market," said Mr. DeBruyn. "There is a significant opportunity not only in grid scale energy storage, but also smaller scale stationary batteries, in a myriad of applications where A123's technology is ideal." Bud added, "As you can see the reports of our demise were greatly exaggerated. We have successfully come out of bankruptcy. We are part of a strong multi-billion dollar organization with the Wanxiang Group, we are winning business and we're not done expanding our staff yet. With the plans we have in place, we're actually understaffed. We're still looking for good people." About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designed, developed, manufactured and sold advanced rechargeable lithium-ion batteries and battery systems and provided research and development services to government agencies and commercial customers. A123 was the recipient of a $249 million federal grant from the Obama administration. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Brown Rudnick LLP and Saul Ewing LLP serve as counsel to the Official Committee of Unsecured Creditors. Prior to the bankruptcy filing, A123 had an agreement to sell an 80% stake in the business to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. When it filed for bankruptcy, the Debtors presented a deal to sell all assets to Johnson Controls Inc., subject to higher and better offers. At the auction in December 2012, most of the assets ended up being sold for $256.6 million to Wanxiang. The deal received approval from the Committee on Foreign Investment in the U.S. on Jan. 29, 2013. A123 Systems was renamed B456 Systems Inc., following the sale. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. In May 2013, the Delaware bankruptcy court confirmed the liquidation plan for A123 Systems Inc. The Plan repays all secured creditors in full with some money left over for unsecured creditors. Holders of $143.8 million in subordinated notes are projected to recoup 36.3 percent. If B456 Systems Inc., the company's new name, reduces claims to amounts the company believes correct, the recovery on the subordinated notes could increase to 62.9 percent, according to the disclosure statement. General unsecured creditors, who previously were said to have $124 million in claims, would have roughly the same recovery. ABC MANUFACTURING: Receiver Takes Possession Under Court Order -------------------------------------------------------------- Mark Faulhaber writing for the Morgan County Herald reports that Muskingum County Common Pleas Court Judge Mark Fleegle has granted a motion filed by North Valley Bank on November 26 for an appointment of receiver to take possession and control of ABC Manufacturing in Malta, Ohio. 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 the Morgan County Herald. "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. The report notes that Mr. Martin said 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. "We are now also busy collecting receivables, taking inventory of equipment and appraising real estate values . . . . We are doing this to affirm what company can maintain a business like this, if any. It is just too early to know exactly what we are faced with," the report quoted Mr. Martin as saying. The report relates that Mr. Martin explained that while he is going forward and looking for ways to bring back people that have been laid off, by seeking window orders, he still is buying time. Martin is freezing all orders unless businesses pay in advance for their windows, the report says. 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 relates. Martin Management 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. Martin Management will be sending letters and claim forms to get the maximum return for banks, the county and all outstanding creditors. "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 added, the report relays. AFFINION GROUP: Moody's Raises Corp. Family Rating to 'Caa1' ------------------------------------------------------------ Moody's Investors Service revised Affinion Group Holdings' Probability of Default Rating (PDR) to Caa1-PD /LD from Ca-PD following completion of the holding-company-notes exchange, which Moody's views as a distressed exchange default event. Moody's rated Holdings' new, 13.75%/14.5% PIK Toggle notes Caa3, and Affinion Investments' new, 13.5% Senior Subordinated notes Caa3 as well. Reflecting the go-forward capital structure and Affinion's improved liquidity, Moody's also upgraded the company's speculative grade liquidity rating and corporate family rating, each by one notch, to SGL-3 and Caa1, respectively (as well as other ratings, as reflected in the table below). The outlook, however, remains negative. Upgrades (and Assessment Changes): Issuer: Affinion Group Holdings, Inc. Probability of Default Rating, Upgraded to Caa1-PD /LD from Ca-PD Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Corporate Family Rating, Upgraded to Caa1 from Caa2 Senior Unsecured Regular Bond/Debenture Nov 15, 2015, Upgraded to Caa3 (LGD6, 93%) from Ca Issuer: Affinion Group, Inc. Senior Secured Bank Credit Facility Oct 9, 2016, Upgraded to B1 (LGD2, 21%) from B2 Senior Secured Bank Credit Facility Apr 9, 2015, Upgraded to B1 (LGD2, 21%) from B2 Senior Unsecured Regular Bond/Debenture Dec 15, 2018, Upgraded to Caa2 (LGD4, 65%) from Caa3 Assignments: Issuer: Affinion Group Holdings, Inc. Senior Secured Regular Bond/Debenture, Assigned Caa3 (LGD6, 93 %) Issuer: Affinion Investments, LLC Senior Subordinated Regular Bond/Debenture, Assigned Caa3 (LGD5, 84%) Outlook Actions: Issuer: Affinion Group Holdings, Inc. Outlook, Negative Issuer: Affinion Group, Inc. Outlook, Negative Outlook Assigned: Issuer: Affinion Investments Outlook, Negative Withdrawals: Issuer: Affinion Group, Inc. Senior Subordinated Regular Bond/Debenture Oct 15, 2015, Withdrawn, previously rated Caa3, LGD5, 84 % Ratings Rationale: The PDR revision reflects Moody's view that since the debt exchanges both enable the company to avoid a November 2014 interest payment that otherwise could not be made, and the new notes constitute a diminished financial obligation relative to the original obligations and should therefore be designated a distressed exchange. Moody's will remove the LD modifier in approximately three days. The new $293 million holding company notes will be PIK/toggle notes rather than cash pay (which Moody's expects will PIK) with warrants to purchase stock, while the new $360 million operating company subordinated notes would be cash- pay and carry a higher, 13.5% coupon, but (like the holdco notes) feature a longer maturity than originally scheduled. The debt restructuring -- which pushes all Affinion bond maturities to 2018, obviates a springing a maturity, to July 2015, of the $1.1 billion secured term loan, and reduces annual cash interest expenses by about $30 million -- should provide Affinion with a temporal runway for it to manage the transformation of its business, which is becoming increasingly reliant on the faster growing loyalty and international segments. The enhanced liquidity and more sustainable capital structure are the primary reasons for Moody's upgrade of the CFR to Caa1. Moody's negative outlook reflects Moody's views that Affinion's debt-to-EBITDA leverage will increase as a result of the PIK feature on the holding company notes, and that the company faces an uphill challenge in its business transformation, which includes fostering the loyalty segment's growth and increasing penetration into overseas markets. Those challenges, in turn, could put real pressure on the company's ability to refinance its revolving credit facility (including on favorable terms), which expires in early 2015, a time when Affinion may need to rely more heavily on external liquidity sources. What Could Change the Ratings -- Down The ratings could be downgraded if Affinion's operations fail to stabilize, as anticipated, during 2014, as evidenced by an acceleration in revenue weakness or a drifting of debt-to-EBITDA beyond the mid- to upper-8.0x range that Moody's expects over the year. What Could Change the Ratings -- Up A reversal in Affinion's revenue softness, generating a marked improvement in free cash flow and leverage, could lead to a ratings upgrade. ALLENS INC: Seneca Foods to Buy Operating Assets for $148 Million ----------------------------------------------------------------- Seneca Foods Corporation on Dec. 17 confirmed that it has entered into an Asset Purchase Agreement to acquire substantially all the operating assets of Allens, Inc. for a purchase price of approximately $148.0 million, subject to a working capital adjustment, plus the assumption of certain liabilities. The transaction is expected to be consummated through a court- supervised process under Section 363 of the U.S. Bankruptcy Code and is subject to an auction and Bankruptcy Court approval. On October 28, 2013, Allens filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Arkansas in Fayetteville, Arkansas. The Purchase Agreement with the Company will serve as the "stalking- horse bid" in the auction process. Allens will be seeking Bankruptcy Court approval of Seneca's Asset Purchase Agreement as the stalking horse bid and certain bid procedures at a hearing in the near future. If the Company is ultimately successful in its acquisition of these assets, they will fit with the Company's long-term growth objective to expand its line of canned vegetable offerings to include sweet potatoes, southern vegetables, and broaden its offerings of dry beans and spinach. Miller Buckfire & Co., LLC, a Stifel Company, is serving as the Company's investment banker. Jaeckle Fleischmann & Mugel, LLP and Wright, Lindsey & Jennings LLP are serving as legal advisors. About Allens Inc. Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and frozen vegetables in business since 1926, filed for bankruptcy on Oct. 28, 2013, seeking to sell some divisions or reorganize as a new company (Case No. 13-bk-73597, Bankr. W.D. Ark.). The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R. Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in New York. Jonathan Hickman of Alvarez & Marsal North America, LLC, will serve as chief restructuring officer. Cary Daniel, Nick Campbell and Markus Lahrkamp of A&M will serve as assistant CROs. Lazard Freres & Co. LLC and Lazard Middle Market LLC serve as investment bankers, while GA Keen Realty Advisors, LLC, serves as real estate advisor. ALVARION LTD: To Meet Shareholders and Creditors on Jan. 5 ---------------------------------------------------------- Alvarion(R) Ltd., in interim liquidation and receivership, will hold an Extraordinary Meeting of Shareholders and Creditors' Meetings on January 5, 2013, at the ZOA House, 27 Iben Gvirol St., Tel Aviv. The record date for shareholders entitled to vote at the Special Meeting is December 17, 2013. The sole item on the agenda of the meeting is to approve the Company's proposed creditors' plan of settlement. Approval of the proposed plan of settlement requires the affirmative vote of the holders of a majority of the voting power represented at the meeting in person or by proxy and voting on the item. The shareholder meeting will be held at 3 p.m. Israel time (GMT +2). A meeting of senior creditors will be held at 3:30 p.m., followed by a meeting of junior, unsecured creditors at 4 p.m. Yoav Kfir, CPA, the Company's Receiver and Special Manager, will be available at the meetings to review and discuss the proposed creditors' plan of settlement. AMERICAN AIRLINES: 0.0665 AAL Shares to be Paid Per AAMRQ Share --------------------------------------------------------------- The consummation of the merger between AMR Corporation and US Airways Group, Inc. and the effectiveness of AMR's Plan of Reorganization will result in the distribution of American Airlines Group Inc. common stock (NASDAQ: AAL) and convertible preferred stock (NASDAQ: AALCP) to equity holders, creditors and employees of AMR Corporation. American Airlines Group Inc. has determined that holders of AMR common stock (formerly traded under the symbol: "AAMRQ") will receive, for each share of AMR common stock, an initial distribution of approximately 0.0665 shares of AAL in connection with the occurrence of the effective date of the Plan. AAMRQ holders may in the future receive additional distributions based on the trading price of AAL common stock during the 120 day period after the effective date and the total amount of allowed claims, in each case, in accordance with the terms of the Plan. 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. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN AIRLINES: US Airways to Join oneworld in March ------------------------------------------------------- US Airways will join oneworld(R) with effect from March 31, 2014, following completion of its merger with alliance founding member American Airlines. All its regional affiliates, operating under the US Airways Express brand, will also transition to oneworld at the same time. Their entry into oneworld with effect from the first flights on March 31, 2014 will follow immediately upon their exit from the Star Alliance with the final flights on March 30, 2014. All parties are taking every effort to ensure that the alliance transition is as seamless as possible for customers. Until the full integration of American Airlines and US Airways -- which will see the combined airline retaining the American Airlines name -- US Airways and its regional carriers will operate as oneworld affiliate members, under the American umbrella. They will offer oneworld's full range of services and benefits -- although some may be phased in shortly after US Airways joins. US Airways, American and their oneworld partners are working to provide the most popular benefits and services on an accelerated timeline. A thorough communications plan is being developed to brief customers in detail on all the benefits and privileges they will receive with US Airways as a member of oneworld and as those benefits become available. During the transition period as they work towards their full integration, American and US Airways will maintain their current loyalty programs. US Airways underlined that all its Dividend Miles cardholders will maintain all miles earned and their tier status. Dividend Miles Preferred members will be sent new membership cards with the oneworld logo, for use from 31 March. Dividend Miles Chairman cardholders will have the top Emerald status in the oneworld programme. Dividend Miles Platinum and Gold will be equivalent to oneworld Sapphire and Dividend Miles Silver will be oneworld Ruby. From March 31, Dividend Miles Chairman, Platinum and Gold members will be able to access some 600 airport lounges worldwide offered by oneworld member airlines when they fly with one of the alliance's carriers. As oneworld Emeralds, Dividend Miles Chairman cardholders will be able to use First Class lounges, where available -- and receive an additional baggage allowance and access fast tracks through departure security at select airports. All Dividend Miles members will be able to earn mileage and status points when flying on any oneworld member airline from March 31, but the ability to redeem mileage rewards for flights on other oneworld airlines may be phased in shortly afterwards. The 140 million members of established oneworld airlines' frequent flyer programmes will also receive alliance services and benefits when flying on US Airways from March, 31. From day one, this will include the ability to earn mileage and tier status points and, for Emerald and Sapphire cardholders, to access US Airways' lounges when flying on oneworld departures, although the ability to redeem rewards for flights on US Airways, may be phased in shortly afterwards. As it becomes part of the group on March 31, 2014, US Airways' network will be covered by oneworld's range of alliance fares -- the most extensive offered by any of the global alliances. On its own, US Airways is the fifth largest airline in the USA and one of the 30 largest in the world. With its regional affiliates, it serves more than 200 destinations and 30 countries with a fleet of more than 625 aircraft. It carried 82.5 million passengers in 2012 and currently operates 3,200 departures a day. It will add 60 destinations to the oneworld map -- most in its US home but also three in Canada and one in Mexico -- along with its key hubs of Charlotte, Philadelphia, Phoenix and Washington DC's Reagan National, expanding oneworld's presence across the USA, particularly throughout the East Coast and across the North Atlantic. Its merger with American Airlines creates the world's largest airline on most measures, giving oneworld the leading alliance position in the USA, the world's largest air travel market. The new American will offer service to more than 330 destinations in more than 50 countries, carrying 190 million passengers a year on a fleet of 1,500 aircraft. The addition of US Airways represents the latest landmark in oneworld's biggest membership expansion yet. Other elements elsewhere in the world include: * The addition of Malaysia Airlines, one of the industry's most frequent award winners, on February 1, further strengthening oneworld's position in South East Asia, one of the fastest growing regions for air travel demand. * The induction on October 1, 2013 of LAN Colombia, the second largest airline in South America's second biggest economy, the final part of the LAN group to join oneworld. * The introduction on October 30, 2013 of Qatar Airways, one of the fastest growing and most highly rated airlines in the world and the only one of the big Gulf carriers to join any global alliance, making oneworld the leading alliance in the Middle East. * The forthcoming transition to oneworld by TAM, the leading airline in Latin America's leading economy, Brazil, with its Paraguayan affiliate to be added soon afterwards. This will complete the consolidation in oneworld of all the passenger carriers in LATAM Airlines Group, the region's leading airline group, building on oneworld's position as the leading global airline alliance serving Latin America. * The introduction early next year of SriLankan Airlines, as the first airline from the Indian subcontinent to join any global alliance, which, with Qatar Airways, will make oneworld the leading alliance in the region. With the addition of these airlines, the oneworld network will expand to almost a thousand destinations in more than 150 countries, served by 14,250 daily departures -- equivalent to a oneworld flight taking off or landing every three seconds around the clock -- carrying 475 million passengers last year and generating annual revenues of US$ 140 billion. American Airlines' CEO Doug Parker said: "As we work toward creating the new American, network strength and breadth are essential components in building what will be world's greatest airline. We look forward to providing our customers with access to key points all around the world via oneworld. Adding US Airways to the roster of oneworld member airlines is a significant step we will take as we combine the two carriers to create the new American." American Airlines' Chairman Tom Horton -- who also serves as Chairman of oneworld -- said: "The oneworld alliance was formed with one goal in mind: to create the finest customer experience for frequent international travelers. That remains our focus today, as the alliance welcomes another great airline into the fold. The addition of US Airways will significantly strengthen the alliance's presence in the US and provide US Airways customers access to a truly global network." oneworld's CEO Bruce Ashby said: "The addition of US Airways to oneworld represents a significant milestone in our journey to establish oneworld as the first choice airline alliance for frequent international travellers the world over. We look forward to welcoming US Airways, its customers and employees on board the world's premier global airline alliance with effect from 31 March next year." About oneworld oneworld is an alliance of the world's leading airlines committed to providing the highest level of service and convenience to frequent international travellers. These include leading brands from each global region. Besides American, they feature LAN from South America; airberlin, British Airways, Finnair, Iberia and Russia's S7 Airlines from Europe; Qatar Airways and Royal Jordanian, from the Middle East; Asia-Pacific's Cathay Pacific Airways, Japan Airlines, Malaysia Airlines and Qantas; and some 30 affiliated airlines. Besides US Airways, Brazil's TAM and SriLankan Airlines are also lining up to join early next year. oneworld member airlines work together to deliver consistently a superior, seamless travel experience, with special privileges and rewards for frequent flyers, including earning and redeeming miles and points across the entire alliance network. Top tier cardholders (Emerald and Sapphire) enjoy access to some 600 airport lounges. The most regular travellers (Emerald) can also use fast track security lanes at select airports and extra baggage allowances. oneworld is currently the holder of an unprecedented seven leading international awards for airline alliances -- more than any other airline alliance has held before. It was named World's Best Airline Alliance in the 2013 World Airline Awards by the independent Skytrax airline quality ratings agency, the Best Airline Alliance by Global Traveler in its GT Tested Reader Survey 2013 Awards for the fourth year running, the World's Leading Airline Alliance in the 2013 World Travel Awards for the 11th year running, Business Traveller's Best Airline Alliance 2013, Premier Traveler's Best Airline Alliance 2013, Australian Business Traveller Best Airline Alliance in 2012 for the second year running, and FlightStats Airline Alliance On-Time Performance 2012 winner, believed to have been the first time a punctuality award has been presented to any airline alliance. AMERICAN APPAREL: To Sell $50 Million Worth of Securities --------------------------------------------------------- American Apparel, Inc., intends to sell an indeterminate number of shares of its common stock, preferred stock and warrants. The Company may offer these securities separately or as units, which may include combinations of the securities. The Company will describe in a prospectus supplement the securities it is offering and selling, as well as the specific terms of the securities. The Company's common stock trades on the NYSE MKT under the symbol "APP." On Dec. 11, 2013, the closing price for the Company's common stock, as reported on the NYSE MKT, was $1.15 per share. The proposed maximum aggregate offering price of the securities is $50 million. A copy of the Form S-3 prospectus is available for free at: http://is.gd/QgbZOa About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. The Company incurred a net loss of $37.27 million in 2012, as compared with a net loss of $39.31 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $332.93 million in total assets, $389.12 million in total liabilities and a $56.19 million total stockholders' deficit. * * * American Apparel carries a Caa1 Corporate Family Rating from Moody's Investors Service and a 'B-' corporate credit rating from Standard & Poor's Ratings Services. AMERICAN INTERNTATIONAL: ILFC Sale No Impact on Fitch Ratings ------------------------------------------------------------- Fitch Ratings comments that the ratings of American International Group, Inc. (AIG), including the 'BBB+' Issuer Default Rating (IDR) and 'BBB' senior debt rating are unaffected by the company's announcement of a proposed sale of aircraft leasing subsidiary International Lease Finance Corporation (ILFC) to AerCap Holdings N.V. for a purchase price of approximately $5.4 billion. The transaction is expected to close in the second quarter of 2014. This announcement coincides with the termination of plans to sell 90% of ILFC to Jumbo Acquisition Limited, a consortium of Chinese investors that was announced in December 2012. The sale of ILFC will move AIG further towards eliminating non- core financial operations, reduce consolidated financial leverage, and enhance corporate focus on global non-life insurance and U.S. life insurance and retirement services operations. AIG recorded a loss on the sale of ILFC of $4.4 billion after-tax, and classified its holdings in ILFC as held for sale at year-end 2012. AIG will receive proceeds of approximately $3 billion in cash and $2.4 billion in newly issued common shares representing approximately 46% ownership in the combined company. AIG will also provide the new company with a $1 billion five-year unsecured committed five-year credit facility. The planned sale to AerCap leaves AIG with a larger minority position in an aircraft leasing organization relative to the previous proposed transaction. Closing of the ILFC sale will not meaningfully affect AIG's consolidated shareholders' equity, but elimination of ILFC debt and airplane purchase commitments will reduce AIG's total financial commitments (TFC) ratio as calculated by Fitch from 1.2x to a pro forma level of approximately 0.7x. Fitch currently rates the AIG entities as follows: AGC Life Insurance Company American General Life Insurance Company The Variable Annuity Life Insurance Company United States Life Insurance Company in the City of New York -- Insurer Financial Strength (IFS) rating 'A+'; Stable Outlook. AIU Insurance Company American Home Assurance Company Chartis Casualty Company AIG Europe Limited AIG MEA Insurance Company Limited American International Overseas Limited Chartis Property Casualty Company Chartis Specialty Insurance Company Commerce & Industry Insurance Company Granite State Insurance Company Illinois National Insurance Company Insurance Company of the State of Pennsylvania Lexington Insurance Company National Union Fire Insurance Company of Pittsburgh, PA New Hampshire Insurance Company -- IFS rating 'A'; Stable Outlook. American International Group, Inc. -- Long-term IDR at 'BBB+' Outlook Stable. AIG International, Inc. -- Long-term IDR 'BBB+', Outlook Stable; -- $175 million of 5.60% senior unsecured notes due July 31,2097 'BBB'. American International Group, Inc. -- Various senior unsecured note issues 'BBB'; -- $1 billion of 4.125% senior unsecured notes due Feb. 15, 2024 at 'BBB'. -- $1.5 billion of 4.875% senior unsecured notes due June 2022 'BBB'. -- $800 million of 4.875% senior unsecured notes due Sept. 15, 2016 'BBB'; -- EUR420.975 million of 6.797% senior unsecured notes due Nov. 15, 2017 'BBB'; -- GBP323.465 million of 6.765% senior unsecured notes due Nov. 15, 2017 'BBB'; -- GBP338.757 million of 6.765% senior unsecured notes due Nov. 15, 2017 'BBB'; -- $256.161 million of 6.820% senior unsecured notes due Nov. 15, 2037 'BBB'; -- $1 billion of 3.375% senior unsecured notes due Aug. 15, 2020 'BBB'; -- USD250 million of 2.375% subordinated notes due Aug. 24, 2015 'BBB-'; -- EUR750 million of 8.00% series A-7 junior subordinated debentures due May 22, 2038 'BB+'; -- $4 billion of 8.175% series A-6 junior subordinated debentures due May 15, 2058 'BB+'; -- GBP309.850 million of 5.75% series A-2 junior subordinated debentures due March 15, 2067 'BB+'; -- EUR409.050 million of 4.875% series A-3 junior subordinated debentures due March 15, 2067 'BB+'; -- GBP900 million of 8.625% series A-8 junior subordinated debentures due May 22, 2068 'BB+'; -- $687.581 million of 6.25% series A-1 junior subordinated debentures due March 15, 2087 'BB+'. AIG Life Holdings, Inc. -- Long-term IDR 'BBB+'; Outlook Stable; -- $150 million of 7.50% senior unsecured notes due July 15, 2025 'BBB'; -- $150 million of 6.625% senior unsecured notes due Feb. 15, 2029 'BBB'; -- $300 million of 8.50% junior subordinated debentures due July 1, 2030 'BB+'; -- $500 million of 7.57% junior subordinated debentures due Dec. 1, 2045 'BB+'. -- $500 million of 8.125% junior subordinated debentures due March 15, 2046 'BB+'. ASIF II Program ASIF III Program ASIF Global Financing --Program ratings 'A'. AMR CORP: Jan. 23 Set as Bar Date for Lease Rejection Claims ------------------------------------------------------------ The Fourth Amended Joint Chapter 11 Plan of AMR Corporation, American Airlines and their affiliated debtors became effective Dec. 9, 2013, and American implemented its merger deal with US Airways Group. Meanwhile, all proofs of claim arising from the rejection of executory contracts or unexpired elases that have been rejected pursuant to the Plan must be filed with the Bankruptcy Court and served on the Debtors and the Official Committee of Unsecured Creditors on or before Jan. 23, 2014. Late-filed claims will be forever barred and will not be enforceable agains the Debtors or any property to be distributed undere the Plan. 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. AMR Corp. stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9. 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) ARCHDIOCESE OF MILWAUKEE: Victims Ask Vatican for Cemetery Funds ---------------------------------------------------------------- A group of priests and clergy sexual abuse victims has asked Roman Catholic officials at the Vatican to make more than $50 million from a cemetery trust fund available to settle claims against the Archdiocese of Milwaukee, according to a report by The Associated Press. The letter to the Congregation for the Clergy essentially asks it to undo an order that authorized Cardinal Timothy Dolan of New York to create the trust fund in 2007, when he was archbishop in Milwaukee, the news agency reported. The order approved Mr. Dolan's plan to transfer $57 million into the cemetery trust as the Archdiocese of Milwaukee prepared to file for bankruptcy protection. The fund had been seen as a significant asset of the Archdiocese of Milwaukee, which sex abuse victims could recover in compensation for their claims. But a federal judge ruled that forcing the archdiocese to tap the cemetery trust to fund a settlement with sex abuse victims would violate its free exercise of religion under the First Amendment and the Religious Freedom Restoration Act of 1993. Jerry Topczewski, chief of staff for Milwaukee Archbishop Jerome Listecki, said voiding the Vatican approval for the transfer would have no effect on the availability of those funds because they were always segregated for the maintenance of cemeteries, according to a report by the Milwaukee Journal Sentinel. Timothy Nixon, the attorney representing the trust and Mr. Listecki as its sole trustee, said that while victims have a right to seek Vatican action, "this is a matter that should be decided by the courts, based on the law." The cemetery lawsuit in bankruptcy court is Listecki v. Official Committee of Unsecured Creditors (In re Archdiocese of Milwaukee), 11-bk-02459, U.S. Bankruptcy Court, Eastern District of Wisconsin (Milwaukee). About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ASPEN GROUP: Incurs $1.4 Million Net Loss in Oct. 31 Quarter ------------------------------------------------------------ Aspen Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.39 million on $885,338 of revenues for the three months ended Oct. 31, 2013, as compared with a net loss of $1.27 million on $727,640 of revenues for the same period during the prior year. For the six months ended Oct. 31, 2013, the Company reported a net loss of $2.50 million on $1.81 million of revenues as compared with a net loss of $3.02 million on $1.42 million of revenues for the same period a year ago. The Company's balance sheet at Oct. 31, 2013, showed $4.49 million in total assets, $5.45 million in total liabilities and a $957,652 total stockholders' deficiency. "As of December 6, 2013, Aspen Group had borrowed approximately $245,000 under its line of credit and had approximately $1,280,000 in cash, of which $400,000 was restricted. The restricted cash is comprised of approximately $135,000 in Title IV accounts that may be disbursed to Aspen Group in the future if participating students complete their given courses, and approximately $265,000 pledged as security in the form of a letter of credit as required by the DOE. Assuming we continue to grow the business and continue to reduce operating costs, we expect to achieve positive Adjusted EBITDA in mid-calendar 2014. In order to have sufficient working capital and to grow its business, the Company is considering equity financing options to raise capital prior to the end of the fiscal year. If the Company is unable to achieve positive cash flow by mid-2014, and is unsuccessful in raising capital, we will need to significantly reduce operating expenses 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/MBSRsQ About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. BIG LOTS: Sault Ste. Marie, Ontario Store to Close -------------------------------------------------- Sault Ste. Marie, Ontario-based SooToday.com reports that local Liquidation World employees received some bad news recently when they were informed their store will be closing in the near future. The Sault Ste. Marie store on Trunk Road has been in operation since 2007. According to the report, the US parent company Big Lots, who purchased Liquidation World just two years ago disclosed January 5, by press release, that they are closing all 73 Canadian Liquidation World stores and five Big Lots Canadian stores. The press release, which also reported the company's fiscal third quarter results, said in part "We acquired a struggling Canadian business in July 2011 with the intention of revitalizing it and using it as the base for bringing extreme value merchandising and the Big Lots brand to customers in Canada. Over the last two years, we have invested in this business and our team in Canada has worked diligently to turn it around. However, we have not been able to gain the necessary traction in the Canadian marketplace that had originally been anticipated", sootoday.com relays. The Big Lots press release, they intend on ceasing operation of their Canadian stores in the first quarter of the 2014 fiscal year, the report notes. BODY SHAPING GYM: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Body Shaping Gym, Inc. a California Corporation dba Gold's Gym of Oxnard 2251 E Gonzales Rd Oxnard, CA 93036 Case No.: 13-12995 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Judge: Hon. Robin Riblet Debtor's Counsel: William E Winfield, Esq. LOWTHORP RICHARDS ET AL 300 Esplanade Drive, Suite 850 PO Box 5167 Oxnard, CA 93031 Tel: 805-981-8555 Email: wwinfield@lrmmt.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $50 million to $100 million The petition was signed by Noel Thompson, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb13-12995.pdf BON-TON STORES: Inks Second Amendment to BofA Credit Agreement -------------------------------------------------------------- The Bon-Ton Department Stores, Inc., Carson Pirie Scott II, Inc., Bon-Ton Distribution, Inc., McRIL, LLC, and The Bon-Ton Stores of Lancaster, Inc., as borrowers, and The Bon-Ton Stores, Inc., and certain other subsidiaries as obligors, entered into a Second Amendment to the Second Amended and Restated Loan and Security Agreement, with Bank of America, N.A., as Agent, and certain financial institutions as lenders, dated March 21, 2011. The Second Amendment (i) decreases the margins applicable to borrowings under the revolving commitments for loans under the Loan Agreement by 0.50 percent, (ii) decreases the unused line fee from 0.50 percent or 0.375 percent depending on facility usage to 0.25 percent, (ii) extends the maturity date of the commitments under the Loan Agreement to the earlier of Dec. 12, 2018, and a springing maturity date based on the maturity of the Company's senior notes and any junior debt, (iii) excludes from the calculation of such springing maturity date the existing mortgage loan debt and up to $60 million of the Company's senior notes, (iv) relaxes certain covenants in the Loan Agreement governing the Company's ability to make acquisitions, distributions, investments and payments on certain debt, (v) relaxes certain of the borrowing base calculations and cash management requirements in the Loan Agreement and (vi) makes certain other changes to the terms of the Loan Agreement. A copy of the Second Amendment is available for free at: http://is.gd/uF5seN 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. 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. * * * 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. BT12 LLC: Case Summary & 6 Unsecured Creditors ---------------------------------------------- Debtor: BT12, LLC 5101 Nelson Road, Suite 100 Morrisville, NC 27560 Case No.: 13-07752 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Eastern District of North Carolina Judge: Hon. Stephani W. Humrickhouse Debtor's Counsel: J.M. Cook, Esq. ATTORNEY AT LAW 5886 Faringdon Place, Suite 100 Raleigh, NC 27609 Tel: 919 675-2411 Email: J.M.Cook@jmcookesq.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yon B. Jeon, member/manager. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb13-7752.pdf CAPITOL BANCORP: Creditors Vote Down Chapter 11 Plan ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Capitol Bancorp Ltd. is facing a particularly contentious confirmation hearing on Dec. 17 when it seeks bankruptcy court approval of its Chapter 11 plan. According to the report, difficulties will arise in no small part because classes representing senior noteholders, holders of trust- preferred securities and general unsecured creditors all voted against the plan put forth by the Lansing, Michigan-based bank holding company. Only shareholders and holders of $39,500 in priority claims were in favor of the proposal. The official committee of unsecured creditors already filed appeals of the bankruptcy court's approval of selling the remaining banks to Wilbur Ross' Talmer Bancorp Inc. The committee is also appealing approval of a settlement with the Federal Deposit Insurance Corp. The committee said that the FDIC settlement and the sale to Talmer together amount to a "sub rosa plan" that would "dictate the distribution of virtually all of the estate's remaining assets." At the Dec. 17 hearing in Detroit, the committee is to ask the judge to postpone the plan-confirmation hearing until a district judge can rule on the two appeals. Capitol filed papers on Dec. 16 saying the committee's request amounted to an "eleventh-hour attempt to torpedo the debtor's asset sale to Talmer." If the judge grants a stay pending appeal, Capitol wants the committee to post a bond for $96.5 million. Absent a sale, Capitol said, the FDIC would take over the banks. In one month this year, four different Capitol bank subsidiaries were taken over. 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. CASH STORE: Incurs C$35.5 Million Net Loss in Fiscal 2013 --------------------------------------------------------- The Cash Store Financial Services Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss and comprehensive loss of C$35.53 million on C$190.76 million of revenue for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million on C$187.41 million of revenue for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. "Fiscal 2013 was an important year for our company," said Gordon Reykdal, CEO. "We have made significant strides in improving our branch operating margins this year and that bodes very well for the future of the company. Our 24% branch operating margin improvement is all the more impressive given that we achieved this while transitioning our core consumer lending and brokered products to lines of credit in Manitoba and Ontario. These unique products offer our customers an opportunity to lower their costs and rebuild their credit rating, while giving us a competitive edge. We are very encouraged by the loan volume and revenue generated from these new products." "We also made a number of changes to the Board and management in 2013, welcoming new directors and executives with the experience and expertise to help lead us through the execution of our ambitious plans in 2014. We are looking to grow our online operations, make operational improvements, continue to refine our lines of credit, grow revenues from other financial products, all the while further reducing our corporate overhead costs. We have also secured a credit facility to fund these important growth initiatives." A copy of the Form 20-F is available for free at: http://is.gd/8zSsP1 About Cash Store Financial Headquartered in Edmonton, Alberta, The Cash Store Financial is the only lender and broker of short-term advances and provider of other financial services in Canada that is listed on the Toronto Stock Exchange (TSX: CSF). Cash Store Financial also trades on the New York Stock Exchange (NYSE: CSFS). Cash Store Financial operates 512 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 25 branches in the United Kingdom. Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial employs approximately 1,900 associates. * * * As reported in the Feb. 8, 2013 edition of the TCR, Standard & Poor's Ratings Services lowered its issuer credit rating on Cash Store Financial (CSF) to 'CCC+' from 'B-'. The outlook is negative. "The downgrades follow a proposal by the payday loan registrar in Ontario to revoke CSF's payday lending licenses and CSF's announcement that it has discontinued its payday loan product in the region," said Standard & Poor's credit analyst Igor Koyfman. The company's businesses in Ontario, which account for approximately one-third of its store count, will begin offering a new line of credit product to its customers. S&P believes this is to offset the loss of its payday lending product; however, this is a relatively new product, and S&P believes that it will be challenging for the company to replace its lost earnings from the payday loan product. S&P also believes that the registrar's proposal could lead to similar actions in other territories. As reported by the TCR on May 22, 2013, Moody's Investors Service downgraded the Corporate Family Rating and senior unsecured debt rating of Cash Store Financial Services to Caa1 from B3 and assigned a negative outlook. According to Moody's, CSFS remains unprofitable on both the pretax and net income lines and prospects for return to profitability are unclear. CDW LLC: S&P Raises CCR to 'BB-' & Removes From CreditWatch ----------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Vernon Hills, Ill.-based CDW LLC to 'BB-' from 'B+'. The outlook is stable. In addition, S&P raised its rating on CDW's senior secured debt to 'BB-' from 'B+'. The recovery rating remains '3', indicating S&P's expectation of meaningful (50% to 70%) recovery in the event of a payment default. S&P also raised its rating on CDW's unsecured debt to 'B' from 'B-'. The recovery rating remains '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. S&P removed all ratings from CreditWatch, where it had placed them with positive implications on Nov. 26, 2013. "We base our upgrade primarily on a reassessment of CDW's financial sponsor ownership as part of its credit risk profile," said Standard & Poor's credit analyst Molly Toll-Reed. S&P's assessment of CDW's financial risk profile remains "aggressive", due to its majority sponsor ownership and its expectation that leverage will remain in excess of 4x over the near term. However, S&P's criteria no longer place further constraints on the ratings on sponsor-owned companies. Consequently, S&P is raising the corporate credit rating to 'BB-' consistent with its assessment of CDW's "fair" business risk profile and "aggressive" financial risk profile. S&P views the industry risk as "moderately high" and the country risk as "very low". The stable outlook reflects S&P's view that the company will maintain moderate organic growth and solid profitability and will continue to generate positive free operating cash flow. The possibility of an upgrade is currently limited by the company's aggressive financial profile, and S&P's expectation that adjusted leverage will remain above 4x in the near term. However, given management's intent to de-lever further, an upgrade is possible over the intermediate term if CDW sustains leverage below 4x, which also incorporates S&P's belief that CDW's financial sponsors will relinquish control over the intermediate term. Although S&P don't expect North American IT spending to deteriorate in the near term, it could lower the rating if a decline in IT spending caused revenues and EBITDA to decline and leverage to remain above 5x. CELL THERAPEUTICS: Board OKs $1.3 Million Bonuses to Executives --------------------------------------------------------------- The Compensation Committee of the Board of Directors of Cell Therapeutics, Inc., approved fiscal year-end cash incentive awards for 2013 for each of the Company's named executive officers currently employed with the Company, in each case based on the achievement of certain 2013 goals and objectives of the Company and the Committee's review and subjective assessment of the performance and contributions of each of the named executive officers during 2013. Name and Principal Position Bonus --------------------------- ----- James A. Bianco, M.D. $682,500 President and Chief Executive Officer Louis A. Bianco $216,000 EVP, Finance and Administration Jack W. Singer, M.D. $203,500 EVP, Global Medical Affairs and Translational Medicine Matthew Plunkett, Ph.D. $260,000 EVP, Corporate Development 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 its quarterly report for the period ended Sept. 30, 2013. 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 pacritinib, PIXUVRI, 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," the Company said in its Form 10-Q for the period ended Sept. 30, 2013. CHINA NATURAL: Gets OK to Hire Schiff Hardin as Counsel ------------------------------------------------------- China Natural Gas, Inc. obtained U.S. Bankruptcy Court approval to hire Schiff Hardin LLP as counsel, nunc pro tunc as of July 9, 2013. As reported in the Troubled Company Reporter on Oct. 7, 2013, BankruptcyData said China Natural Gas sought to retain Schiff Hardin counsel at the following hourly rates: partner at $435 to $880, of counsel/counsel at $325 to $845, associate at $205 to $560 and legal assistant/paralegal at $125 to $515. About China Natural Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural Gas, Inc., was incorporated in the State of Delaware on March 31, 1999. The Company through its wholly owned subsidiaries and variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and subsidiaries of its VIE, which are located in Hong Kong, Shaanxi Province, Henan Province and Hubei Province in the People's Republic of China ("PRC"), engages in sales and distribution of natural gas and gasoline to commercial, industrial and residential customers through fueling stations and pipelines, construction of pipeline networks, installation of natural gas fittings and parts for end-users, and conversions of gasoline-fueled vehicles to hybrid (natural gas/gasoline) powered vehicles at 0ptmobile conversion sites. On Feb. 8, 2013, an involuntary petition for bankruptcy was filed against the Company by three of the Company's creditors, Abax Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr. S.D.N.Y. Case No. 13-10419). The Petitioners claimed that they have debts totaling $42,218,956.88 as a result of the Company's failure to make payments on the 5% Guaranteed Senior Notes issued in 2008. Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in Washington, D.C., represents the Petitioners as counsel. China Natural Gas, Inc., sought dismissal of the involuntary petition but in July 2013, it consented to the entry of an order for relief under Chapter 11 of the U.S. Code. The last regulatory filing listed assets as of June 30 of $29.5 million and liabilities totaling $82.5 million. CHINA NATURAL: Pritchard Approved as Chief Restructuring Officer ---------------------------------------------------------------- China Natural Gas, Inc. obtained approval from the Court to employ Warren Street Global, Inc. and to designate J. Gregg Pritchard as Chief Restructuring Officer, nunc pro tunc as of August 28, 2013. As reported in the Troubled Company Reporter on Oct. 7, 2013, BankruptcyData said the Company proposes to pay Mr. Pritchard $15,000 per month, a success fee of $30,000 if a settlement is reached on or before the end of the fourth month or a success fee of $15,000 if the settlement is approved after the end of the fourth month but before the eight month. About China Natural Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural Gas, Inc., was incorporated in the State of Delaware on March 31, 1999. The Company through its wholly owned subsidiaries and variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and subsidiaries of its VIE, which are located in Hong Kong, Shaanxi Province, Henan Province and Hubei Province in the People's Republic of China ("PRC"), engages in sales and distribution of natural gas and gasoline to commercial, industrial and residential customers through fueling stations and pipelines, construction of pipeline networks, installation of natural gas fittings and parts for end-users, and conversions of gasoline-fueled vehicles to hybrid (natural gas/gasoline) powered vehicles at 0ptmobile conversion sites. On Feb. 8, 2013, an involuntary petition for bankruptcy was filed against the Company by three of the Company's creditors, Abax Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr. S.D.N.Y. Case No. 13-10419). The Petitioners claimed that they have debts totaling $42,218,956.88 as a result of the Company's failure to make payments on the 5% Guaranteed Senior Notes issued in 2008. Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in Washington, D.C., represents the Petitioners as counsel. China Natural Gas, Inc., sought dismissal of the involuntary petition but in July 2013, it consented to the entry of an order for relief under Chapter 11 of the U.S. Code. The last regulatory filing listed assets as of June 30 of $29.5 million and liabilities totaling $82.5 million. COLOR STAR GROWERS: Files for Chapter 11 to Sell Greenhouses ------------------------------------------------------------ Color Star Growers of Colorado, Inc., and two affiliates sought Chapter 11 protection (Bankr. E.D. Tex. Case Nos. 13-42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas. Color Star is one of the top 10 commercial growers in the U.S. with annual revenue was $65 million to $70 million for the past three years. Color Star owns or operates greenhouses in several locations throughout Colorado, Missouri, and Texas and employs 600 people seasonally. It grows and distributes Easter Lilies, Poinsettias, Mums, herbs and vegetable plants. Color Star said in a court filing that similar to other competing commercial growers across the industry, the Debtors experienced a difficult 2013 spring season. Then, in September 2013, the Colorado operations took a significant hit when the Fort Lupton facility was flooded. That flood caused a significant disruption to the Colorado operations. The Debtors said that at the current seasonal income levels, they have insufficient cash to support continued operations. As part of the Debtors' continuing efforts to maximize value for all stakeholders, the Debtors marketed the businesses and the assets for sale and investment in the fall of 2013. From that marketing, the Debtors received various offers for the purchase and sale of substantially all of their assets. The Debtors plan to market test the offers they have received by using the protections and processes provided by the U.S. Bankruptcy Code. Color Star estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Affiliate Vast Inc. estimated $1 million to $10 million in assets and at least $50 million in debt. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that in January, MCG Capital Corp. made the companies a $13.5 million subordinated term loan, according a statement by the lender. Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, in Dallas, serves as counsel to the Debtors. First Day Motions On the first day of the Chapter 11 case, the Debtors filed a variety of motions, including motions seeking: -- an extension of the deadline to file schedules of assets and liabilities and statements of financial affairs; -- adequate assurance and objection procedures to stop utilities from discontinuing services; -- honor unpaid prepetition obligations estimated at $351,000 to employees; and -- maintain insurance policies. A hearing on the first-day motions was slated for Dec. 17. COMARCO INC: Swings to $551,000 Net Income in Oct. 31 Quarter ------------------------------------------------------------- Comarco, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $551,000 on $1.50 million of revenue for the three months ended Oct. 31, 2013, as compared with a net loss of $2.24 million on $1.13 million of revenue for the same period a year ago. For the nine months ended Oct. 31, 2013, the Company reported a net loss of $1.71 million on $4.42 million of revenue as compared with a net loss of $2.80 million on $5.01 million of revenue for the same period during the prior year. As of Oct. 31, 2013, the Company had $2.39 million in total assets, $9.78 million in total liabilities and a $7.39 million total shareholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/4d9sfp About Comarco Inc. Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO) -- http://www.comarco.com/-- is a provider of innovative, patented mobile power solutions that can be used to power and charge notebook computers, mobile phones, and many other rechargeable mobile devices with a single device. Comarco disclosed a net loss of $5.59 million on $6.33 million of revenue for the year ended Jan. 31, 2013, as compared with a net loss of $5.31 million on $8.06 million of revenue for the year ended Jan. 31, 2012. Squar, Milner, Peterson, Miranda & Williamson, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses and negative cashflow from operations, has negative working capital and uncertainties surrounding the Company's ability to raise additional funds. These factors, among others, raise substantial doubt about its ability to continue as a going concern. COMMUNITY HOME: David Mullin Employment Held in Abeyance -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi authorized Community Home Financial Services, Inc., on Nov. 26, 2013, to employ David Mullin of Mullin Hoard & Brown LLP, as special counsel. However, the Court on Nov. 27 issued an order holding the matter in abeyance and resetting the hearing to February 4, 2014, at 2:30 p.m. As reported in the Troubled Company Reporter on Dec. 5, 2013, Edwards Family Partnership and Beher Holdings Trust objected to Community Home's application to employ David Mullin of Amarillo, Texas, as special counsel, and asked that the Court deny the motion or hold it in abeyance pending the outcome of a motion to appoint a trustee in this case. The Debtor is seeking to retain David Mullin, an out of state attorney, as special counsel to represent it in adversary proceedings and contested matters in its bankruptcy proceeding; and proposes to pay Mr. Mullin at the rate of $325 per hour plus costs with a retainer of $50,000. EFP and BHT, which claim to hold 99.9% of the claims in the Chapter 11 case, argued that employment of counsel from out-of- state will necessarily increase the administrative costs of the case and there has been no showing that additional counsel, if necessary, could not be obtained from Mississippi. About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44,890,581 in total assets and $30,270,271 in total liabilities. Judge Edward Ellington presides over the case. Derek A. Henderson, Esq., Jonathan Bisette, Esq., and Roy Liddell, Esq., of Wells, Marble & Hurst, PLLC, serve as counsel to the Debtor. On Aug. 8, 2013, the Court approved the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013. CONSOLIDATED ALUMINUM: Files to Deal with Asbestos Suits -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Consolidated Aluminum Corp., an indirect subsidiary of Switzerland-based Lonza Group AG, filed a Chapter 11 petition on Dec. 15 in Newark, New Jersey, to deal with personal-injury lawsuits. According to the report, Allendale, New Jersey-based Conalco ceased operations in 1994 when the business was sold. Since then, the company has been managing lawsuits arising from exposure to asbestos and coal tar pitch. The petition lists assets for less than $1 million and debt exceeding $50 million. Liabilities include $72.7 million owing to the parent Lonza America Inc. The case is In re Consolidated Aluminum Corp., 13-bk-37149, U.S. Bankruptcy Court, District of New Jersey (Newark). COOPER-BOOTH: Tells Court It Is Looking for an Investor ------------------------------------------------------- Katy Stech, writing for DBR Small Cap, reported that convenience- store supplier Cooper-Booth Wholesale Co. is searching for a buyer or lender who could help the 250-worker company get out of bankruptcy, where it turned in May when bank accounts that were frozen during a cigarette smuggling investigation into one of its customers. About Cooper-Booth Wholesale Cooper-Booth Wholesale Company, L.P. and two affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in Philadelphia on May 21, 2013, after the U.S. government seized the Company's bank accounts to recover payments made by a large customer caught smuggling Virginia-stamped cigarettes into New York. Serving the mid-Atlantic region, Cooper is one of the top 20 convenience store wholesalers in the country. Cooper supplies cigarettes, snacks, beverages and other food items from Hershey's, Lellogg's, Bic, and Mars to convenience stores. Cooper has been in the wholesale distribution business since 1865 when the Booth Tobacco Company was incorporated in Lancaster, Pennsylvania. The Company has been family owned and operated for three generations. Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy counsel. Executive Sounding Board Associates, Inc., is the financial advisor. SSG Advisors, LLC, serves as investment bankers. Blank Rome LLP represents the Debtor in negotiations with federal agencies concerning the seizure warrant. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed three members to the Official Unsecured Creditors' Committee in the Chapter 11 case. Cooper-Booth disclosed $58,216,784 in assets and $35,054,482 in liabilities as of the Chapter 11 filing. As of the Petition Date, the Debtors' total consolidated funded senior debt obligations were approximately $10.7 million and consisted of, among other things, $7.72 million owing on a revolving line of credit facility, $2.83 million owing on a line of credit for the purchase of equipment, and $166,000 due on a corporate VISA Card. PNC Bank asserts that a letter of credit facility is secured by all personal property owned by Wholesale. Unsecured trade payables totaled $22.8 million as of May 21, 2013. CREATION'S GARDEN: Files Schedules of Assets and Liabilities ------------------------------------------------------------ Creation's Garden Natural Products, Inc. filed with the U.S. Bankruptcy Court for the Central District of California - San Fernando its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0.00 B. Personal Property 14,398,785.00 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $7,650,287.47 E. Creditors Holding Unsecured Priority Claims 0.00 F. Creditors Holding Unsecured Non-priority Claims 9,341,201.27 -------------- ------------- TOTAL $14,398,785.00 $16,991,488.74 A full-text copy of Creation's Garden's schedules may be accessed for free at http://is.gd/2ZviIg 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. CUMULUS MEDIA: Acquires WestwoodOne for $260 Million ---------------------------------------------------- Cumulus Media Inc. has completed the previously announced acquisition of WestwoodOne, Inc., formerly known as Dial Global, Inc., for $260 million in cash, consisting of approximately $45 million attributable to the equity of WWO and the retirement of $215 million of debt of WWO. Cumulus used cash on hand, including approximately $238 million in cash proceeds from the Company's previously completed sale of 53 radio stations in 12 small and mid-sized markets in November 2013 to Townsquare Media, LLC. The acquisition of WestwoodOne will add sports, news, talk, music and programming services content - enabling Cumulus to provide a wider variety of options to approximately 10,000 U.S. radio stations, other media platforms and international platforms. New content acquired includes NFL, NCAA, NASCAR, Olympics, AP Radio News, NBC News, the GRAMMY Awards and other popular programming. Additionally, the combination of these content assets, along with the infrastructure to create new content vehicles and local activation opportunities, is expected to allow Cumulus to provide more extensive solutions for broadcast radio advertisers. Although the merger was not subject to the pre-closing notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act, the Antitrust Division of the Department of Justice (DOJ) is conducting a review of the transaction. While Cumulus believes the merger does not raise any anti-competitive issues, it continues to voluntarily assist the DOJ with its evaluation. However, it cannot predict if the DOJ will elect to seek, or obtain, any remedies, or the effect that any remedies may have on Cumulus' business, financial condition or results of operations. A copy of the Agreement and Plan of Merger is available at: http://is.gd/Vb43tT 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. DAVID BIRON: Case Summary & 8 Unsecured Creditors ------------------------------------------------- Debtor: David Biron Corporation dba Big Break Marina 5653 Drakes Dr. Discovery Bay, CA 94505 Case No.: 13-46636 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Hon. Elaine Hammond Debtor's Counsel: Michael J. Primus, Esq. LAW OFFICES OF MICHAEL J. PRIMUS 500 Alfred Nobel Dr. #135 Hercules, CA 94547 Tel: (510) 741-1800 Email: mjp@michaelprimus.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Biron, president. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/canb13-46636.pdf DETROIT, MI: Eligibility Appeals Bypass District Court ------------------------------------------------------ The Boards of the General Retirement System of the City of Detroit and the Police and Fire Retirement System of the City of Detroit said in a joint statement: "The Retirement Systems of the City of Detroit are pleased that Judge Rhodes has agreed to certify our appeal directly to the Sixth Circuit Court of Appeals. In light of the expedited scheduling of this entire bankruptcy case, it is only appropriate that the appeal process be similarly expedited. We are hopeful that, because of the speed of the bankruptcy case and the national importance of the issues on appeal, the Sixth Circuit Court will accept the certification and entertain the appeal on a fast-track basis." Bypassing District Courts Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that appeals challenging the eligibility of Detroit and San Bernardino, California, for bankruptcy protection will go straight to the federal circuit courts, bypassing the district courts. According to the report, the California Public Employees' Retirement System, which is fighting an October ruling by a bankruptcy judge in Riverside that San Bernardino is bankruptcy- eligible, won a bid to get the case sent directly to the U.S. Court of Appeals for the Ninth Circuit, based in San Francisco. U.S. District Judge Dolly M. Gee in Los Angles on Dec. 13 said that while the pension system didn't have an absolute right to appeal -- because the eligibility finding wasn't a final order -- she would still permit it as an exercise of discretion available to her by the statute. In Detroit on Dec. 16, U.S. Bankruptcy Judge Steven Rhodes let municipal workers and pension funds go directly to the Cincinnati- based Sixth Circuit with their challenge to his decision granting the city protection under Chapter 9 of the U.S. Bankruptcy Code. Customarily, decisions by bankruptcy judges are first appealed to federal district courts. Judge Gee said the Ninth Circuit should review the San Bernardino case because there are no appellate-level decisions on eligibility standards. Lower courts have "widely divergent views on how the eligibility requirements should be applied," she said. While numerous objections were raised to Detroit's bankruptcy, Calpers was the only creditor contesting San Bernardino's right to be in Chapter 9. The San Bernardino Public Employees Association was opposed until the city negotiated a new contract for its workers. Calpers argued that San Bernardino didn't qualify for bankruptcy because it hadn't sufficiently negotiated with creditors before filing. Detroit's workers and unions said their city likewise failed the law's good-faith test by not negotiating properly before bankruptcy. In both cases, the circuit courts must accept the appeals before they can skip the district courts. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. DEVONSHIRE PGA: Jan. 10 Set as Claims Bar Date ---------------------------------------------- In the Chapter 11 case of Devonshire PGA Holdings LLC, the Bankruptcy Court established Jan. 10, 2014, at 4:00 p.m. (prevailing Eastern Time) as the deadline for parties in interest to file proofs of claim. The Court also established March 18, 2014, at 4:00 p.m. (prevailing Eastern Time) as the deadline for governmental entites to file proofs of claim. About Devonshire PGA Holdings Operators of assisted living facilities, led by Devonshire PGA Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy Court in Wilmington, Delaware on Sept. 19, 2013. Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has estimated liabilities of between $100 million and $500 million, and assets of up to $10 million. Chatsworth PGA Properties provides assisted living services for the elderly. It also offers nursing and dementia care. Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an assisted-living facility in Florida, and based in Palm Beach Gardens, estimated under $50,000 in assets and up to $50 million in debts. Another entity, Devonshire at PGA National LLC, estimated more than $100 million in both assets and debt. The Debtors are represented by M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, as counsel. Epiq Bankruptcy Solutions, LLC, serves as claims agent, and as administrative advisor for the Debtors. Alvarez & Marsal Healthcare Industry Group, LLC, serves as restructuring advisors, and Alvarez's Paul Rundell serves as Chief Restructuring Officer. An official committee of unsecured creditors has not yet been appointed in these cases by the Office of the United States Trustee. DIOCESE OF GALLUP, NM: Utilities Barred From Discontinuing Service ------------------------------------------------------------------ The Diocese of Gallup sought and obtained an order from the U.S. Bankruptcy Court for the District of New Mexico prohibiting utility companies from discontinuing their services to the diocese as a result of its bankruptcy. The court order gives utility companies three options on how they can obtain "adequate assurance" of payment in the diocese's bankruptcy case. A utility company need not take any action if it is already satisfied with the diocese's pre-bankruptcy payment record as adequate assurance of future payment. A company choosing this option will be deemed to have obtained adequate assurance of payment by virtue of its failure to make a request or take other action in accordance with the court order. A utility company may also serve a written request upon the diocese. After receipt of the request, the diocese will provide a deposit equal to the value of one week's worth of the service provided by the requesting company based on an average of the cost of the service it provided in the 12-month period prior to the diocese's bankruptcy filing. The diocese won't be required to provide a deposit if the utility company already holds a deposit. If a utility company believes the amount of the deposit to be insufficient, it may request a hearing date from the court or it may contact the diocese's counsel to attempt to stipulate to the amount of an acceptable deposit. In the course of its ministry and operations, the Diocese of Gallup has business relationships with certain utility providers. Also, Gallup School requires utility services to continue providing educational services. Most of the diocese's relationships with its utility providers are longstanding, and continuance of these services is crucial to its operations, according to Susan Boswell, Esq., at Quarles & Brady LLP, in Tucson, Arizona. Ms. Boswell says as of Nov. 12, the Diocese of Gallup was not delinquent on any of its pre-bankruptcy obligations to utility providers. Furthermore, due to the longstanding relationship, none of the utility providers has required the diocese to provide any kind of security deposit before its bankruptcy filing, Ms. Boswell adds. About the Diocese of Gallup, NM The Diocese of Gallup, New Mexico, principally encompasses American Indian reservations for seven tribes in northwestern New Mexico and northeastern Arizona. It is the poorest diocese in the U.S. There are 38 active priests working in the Diocese and 27 permanent deacons also serve the Diocese along with five seminarians. The Diocese and its missions, schools and ministries employ approximately 50 people, and a significant number of additional people offer their services as volunteers. The diocese sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 13-13676) on Nov. 12, 2013, in Albuquerque, New Mexico amid suits for sexual abuse committed by priests. The bishop previously said bankruptcy will be "the most merciful and equitable way for the diocese to address its responsibility." The abuse mostly occurred in the 1950s and early 1960s, the bishop said. The petition shows assets and debt both less than $1 million. The Diocese of Gallup is the ninth Catholic diocese to seek protection in Chapter 11 bankruptcy. DIOCESE OF GALLUP, NM: Wins Approval to Pay Prepetition Wages ------------------------------------------------------------- Judge David T. Thuma of the U.S. Bankruptcy Court for the District of New Mexico, at the behest of the Roman Catholic Church of the Diocese of Gallup, New Mexico, authorized the RCCDG to pay its prepetition wage obligations owed to its employees for the time period between Nov. 1, 2013, and the Petition Date. Judge Thuma authorized the Diocese of Gallup to honor the prepetition accrued employee sick and vacation benefits to employees who work at the administrative offices for the Diocese and the prepetition personal time to the employees who work at Gallup School. The Diocese of Gallup was also authorized to honor the pre- bankruptcy employee benefit program obligations and pay any related costs, and to continue to offer its pre-bankruptcy employee benefit programs. A schedule of the employee benefit program obligations can be accessed for free at http://is.gd/E2mnFL Currently, clergymen and lay employees who work at the Chancery are owed approximately a total of $18,820 of accrued vacation and sick leave. The Gallup School employees are owed approximately $7,618 of accrued personal time, which can be used but not "cashed out." About the Diocese of Gallup, NM The Diocese of Gallup, New Mexico, principally encompasses American Indian reservations for seven tribes in northwestern New Mexico and northeastern Arizona. It is the poorest diocese in the U.S. There are 38 active priests working in the Diocese and 27 permanent deacons also serve the Diocese along with five seminarians. The Diocese and its missions, schools and ministries employ approximately 50 people, and a significant number of additional people offer their services as volunteers. The diocese sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 13-13676) on Nov. 12, 2013, in Albuquerque, New Mexico amid suits for sexual abuse committed by priests. The bishop previously said bankruptcy will be "the most merciful and equitable way for the diocese to address its responsibility." The abuse mostly occurred in the 1950s and early 1960s, the bishop said. The petition shows assets and debt both less than $1 million. The Diocese of Gallup is the ninth Catholic diocese to seek protection in Chapter 11 bankruptcy. DIOCESE OF GALLUP, NM: UST Proposes Fee Requests Protocol --------------------------------------------------------- A Justice Department official charged with regulating bankruptcy cases asked Judge David Thuma of the U.S. Bankruptcy Court for the District of New Mexico to force the Diocese of Gallup's lawyers and financial adviser to follow certain procedures for filing fee applications. Richard Wieland, U.S. Trustee for Region 20, proposed that procedures in addition to the existing guidelines for reviewing fee applications be adopted "to ensure that distribution to unsecured claimants is maximized." "Because of the limited assets in this case and the nature of claims, it is necessary that administrative expenses, including professional fees, be kept as low as reasonably possible," Mr. Wieland said in court papers. The U.S. trustee proposed that the diocese's legal counsel and financial adviser be required to prepare budgets and staffing plans approved by the diocese, and to file them together with their fee applications. Mr. Wieland also proposed that the fee applications include a summary of fees and hours budgeted compared to fees and hours actually billed for each project category, and an explanation if fees sought exceed the budget during the application period by 10% or more. Mr. Wieland also requested that billing records supporting fee applications be provided to him, the unsecured creditors' committee or any party requesting for a copy, in an "open and searchable" electronic data format. Meanwhile, the U.S. trustee asked Judge Thuma to require the diocese's special counsel, Stelzner, Winter, Warburton, Flores, Sanchez & Dawes and PA, to provide additional disclosure as to the decision-making process in litigation for which Catholic Mutual Insurance Co. makes payment. Mr. Wieland made the request after Robert Warburton, a lawyer and director at Stelzner, disclosed in a court filing that his firm was paid directly by Catholic Mutual for pre-bankruptcy litigation services to the diocese, and will continue to be paid some fees and costs after the diocese's bankruptcy filing. Mr. Wieland said the insurance company may be a source of funding for distributions to unsecured claimants. About the Diocese of Gallup, NM The Diocese of Gallup, New Mexico, principally encompasses American Indian reservations for seven tribes in northwestern New Mexico and northeastern Arizona. It is the poorest diocese in the U.S. There are 38 active priests working in the Diocese and 27 permanent deacons also serve the Diocese along with five seminarians. The Diocese and its missions, schools and ministries employ approximately 50 people, and a significant number of additional people offer their services as volunteers. The diocese sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 13-13676) on Nov. 12, 2013, in Albuquerque, New Mexico amid suits for sexual abuse committed by priests. The bishop previously said bankruptcy will be "the most merciful and equitable way for the diocese to address its responsibility." The abuse mostly occurred in the 1950s and early 1960s, the bishop said. The petition shows assets and debt both less than $1 million. The Diocese of Gallup is the ninth Catholic diocese to seek protection in Chapter 11 bankruptcy. DIOCESE OF GALLUP, NM: Files Schedules of Assets & Debts -------------------------------------------------------- The Diocese of Gallup, New Mexico, filed with the U.S. Bankruptcy Court its schedules of assets and liabilities, disclosing: A. Real Property Unknown B. Personal Property $646,039 TOTAL SCHEDULED ASSETS $646,039 ======================================================== C. Property Claimed as Exempt Not applicable D. Secured Claims $178,594 E. Unsecured Priority Claims $60,871 F. Unsecured Non-priority Claims $427,971 TOTAL SCHEDULED LIABILITIES $667,438 ======================================================== A full-text copy of the Diocese of Gallup's schedules of assets and liabilities is available for free at http://is.gd/ydD8Ac The Diocese of Gallup also filed its Statement of Financial Affairs. The Diocese disclosed that most of its income during the two years prior to its bankruptcy filing came from donations and grants while the Gallup Catholic School got most of its income from tuition payments. A. Diocese of Gallup Period Amount Source ------ ------ ----------- Year Ended June 30, 2012 $370,303 Assessments $2,321,524 Donations/Grants $9,969 Investment Income $17,229 Other Year Ended June 30, 2013 $366,033 Assessments $2,366,257 Donations/Grants $2,212 Investment Income $61,295 Other For the 4 Months Ended $144,098 Assessments October 31, 2013 $448,436 Donations/Grants $154 Investment Income $16,214 Other B. Gallup Catholic School Year Ended June 30, 2012 $614,754 Tuition/Related Revenue $355,033 Contributions/Bequests $19,387 Fund Raising $52,088 Other Year Ended June 30, 2013 $465,191 Tuition/Related Revenue $334,493 Contributions/Bequests $16,031 Fund Raising $48,670 Other For the 4 Months Ended $97,421 Tuition/Related Revenue October 31, 2013 $42,910 Contributions/Bequests $50 Fund Raising $8,732 Other The Diocese of Gallup also disclosed that it earned a total of $30,443 from leases during the two years prior to its bankruptcy filing. Within one year prior to its bankruptcy, the diocese paid these creditors who are or were insiders: Creditors Date of Payment Amount --------- --------------- ------ Bishop Wall 04/17/13 $58 PO Box 1338 Gallup, NM 87305 Father Kevin Finnegan 12/12/12 $105 PO Box 268 12/20/12 $73 Crownpoint, NM 87313-0268 03/08/13 $130 07/15/13 $22 Deacon James Hoy 01/22/13 $321 411 East Logan Avenue 02/25/13 $158 Gallup, NM 87301 The diocese also made payments to creditors, including CHLIC, City of Gallup Utilities, Keegan Linscott & Kenon PC, Pinnacle Bank, Pontifical College Josephinum, Quarles & Brady LLP, and Walker & Associates PC, within 90 days before its bankruptcy filing. A list of the payments made can be accessed for free at http://is.gd/kubAFj On Nov. 8, 2013, the Diocese of Gallup made payments related to debt counseling or bankruptcy. It paid $200,000 to Quarles & Brady LLP, $75,000 to Keegan Linscott & Kenon P.C., and $22,502 to Thomas Walker of Walker & Associates, PC. Within one year immediately preceding the commencement of its bankruptcy case, the diocese gave out gifts or made charitable contributions. A list of the recipients can be accessed for free at http://is.gd/bXYUXo The Diocese of Gallup holds or controls real and personal properties for another organization. They consist of custodial funds and other properties in which the diocese holds mere legal title and has no equitable interest. The properties are listed at http://is.gd/OSmi7M Rev. James P Hoy of Silver City, New Mexico, and three others kept or supervised the keeping of books of account and records of the diocese within the two years before it filed for bankruptcy protection. Bookkeepers/Accountants Dates Services Rendered ----------------------- ----------------------- Rev. James Hoy 1999 - June 2013 4841 Deer Trail Silver City, NM 88061 Denise Lujan June 2013 - Present PO Box 2612 Milan, NM 87021 Edwina Vigil July 2010 - July 15, 2013 PO Box 6267 Gallup, NM 87305 Bernadette Fuhs July 16, 2013 - Present PO Box 299 Gallup, NM 87305 New York Griesmeyer & Associates audited the books of account and records of the diocese on June 30, 2012. Meanwhile, Bernadette Fuhs & Cathy McCarthy supervised the inventory of the diocese's properties, which was taken in August or September. While a physical inventory was taken, there were no values placed on the items. Date of Inventory Items Amount of Inventory ----------------- ---------- ------------------- August/September 2013 School Lunch $489 Food On-Hand August/September 2013 (Text Books) Unknown August/September 2013 Various items in Unknown small gift shop August/September 2013 Fixed Assets & Unknown Equipment The Diocese of Gallup Priest Pension Plan and 403(b) Thrift Plan for the Roman Catholic Church of the Diocese of Gallup are two pension funds maintained by the diocese within the six-year period immediately preceding the filing of its bankruptcy case. A copy of the Diocese of Gallup's statement of financial affairs is available for free at http://is.gd/E3QXAV About the Diocese of Gallup, NM The Diocese of Gallup, New Mexico, principally encompasses American Indian reservations for seven tribes in northwestern New Mexico and northeastern Arizona. It is the poorest diocese in the U.S. There are 38 active priests working in the Diocese and 27 permanent deacons also serve the Diocese along with five seminarians. The Diocese and its missions, schools and ministries employ approximately 50 people, and a significant number of additional people offer their services as volunteers. The diocese sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 13-13676) on Nov. 12, 2013, in Albuquerque, New Mexico amid suits for sexual abuse committed by priests. The bishop previously said bankruptcy will be "the most merciful and equitable way for the diocese to address its responsibility." The abuse mostly occurred in the 1950s and early 1960s, the bishop said. The petition shows assets and debt both less than $1 million. The Diocese of Gallup is the ninth Catholic diocese to seek protection in Chapter 11 bankruptcy. DOGWOOD PROPERTIES: Court Okays Hiring of Midsouth Appraisal ------------------------------------------------------------ Dogwood Properties, G.P. sought and obtained permission from the U.S. Bankruptcy Court for the Western District of Tennessee to employ E. Ray Hoover, SRA, and Midsouth Appraisal Service of Memphis, Inc., as real estate appraiser. The Debtor requires the assistance of a real estate appraiser to provide objective opinions of value with regard to its real property and to give testimony before the court, if necessary. Mr. Hoover will charge no more than $375 per appraisal and $150 per hour for his time if called upon to testify. Mr. Hoover will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Hoover 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. Mr. Hoover can be reached at: E. Ray Hoover, SRA MIDSOUTH APPRAISAL SERVICE OF MEMPHIS, INC. 2755 Summer Oaks Drive, Suite 101 Bartlett, TN 38134 Tel: (901) 682-0700 About Dogwood Dogwood Properties, G.P., owns and operates 110 single-family rental homes, all located in Shelby and DeSoto counties in Tennessee. The total value of its real estate holdings is estimated to be $9,985,000. Dogwood has nine secured lenders who are owed a total of approximately $14,486,000. Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21712) on Feb. 16, 2013. Judge Jennie D. Latta presides over the case. Russell W. Savory, Esq. at Gotten, Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel. DUMA ENERGY: Board OKs Salary Increases and Bonuses --------------------------------------------------- The Board of Directors of Dune Energy, Inc., approved certain compensation arrangements for the Company's employees, including the Company's senior executives. Base Salary for Executives for 2014 The Board approved the recommendation of the Compensation Committee of the Board to increase the base salary of certain executive officers, effective Jan. 1, 2014. The Committee recommended, and the Board approved, an increase in the base salary of Messrs. Frank Smith, Jr., Hal Bettis, and Richard Mourglia to $329,000, $329,000 and $289,000 per year, respectively. No changes were made to the base salary of Mr. James Watt which shall remain at $550,000 per year. Granted Restricted Stock Awards The Board also approved the recommendation of the Committee to issue an aggregate of 580,305 restricted shares to employees pursuant to the Dune Energy, Inc. 2012 Stock Incentive Plan, including an aggregate of 209,671 restricted shares to the four executive officers. Bonus Payout As previously announced on July 23, 2013, the Board approved the payment of retention bonuses to the Company's employees, including the Company's senior executive officers pursuant to a cash bonus plan. James Watt, the Company's chief executive officer, received one-third of his approved retention cash bonus in October 2013, and has voluntarily agreed, with the Board's approval, to receive 156,695 restricted shares under the Plan in lieu of his second one-third cash payment of the 2013 Bonus under the 2013 Bonus Program. A complete copy of the Form 8-K is available for free at: http://is.gd/yUZVwn 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. EDISON MISSION: Parent Objects to Being Wiped Out ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Edison Mission Energy will face opposition from non- bankrupt parent Edison International Inc. when it goes to bankruptcy court on Dec. 18 for approval of disclosure materials explaining the proposed reorganization plan. According to the report, Edison International is opposed to a provision in the plan requiring the parent to make whatever tax elections are beneficial for EME. The parent said elections could be detrimental to its and other member of the consolidated group. The plan calls for selling the power producer to NRG Energy Inc. for $2.64 billion, including $2.29 billion in cash and $350 million in stock. The parent intends to conduct investigations and told the bankruptcy court that a confirmation hearing for approval of the plans shouldn't happen until the last half of February. The parent noted that disclosure materials say creditors may be paid in full. Edison International says it's improper for the plan to wipe out its stock ownership if creditors might be fully paid. EME's plan is 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. EME's $1.2 billion in 7 percent senior unsecured notes maturing in 2017 traded at 5:20 p.m. on Dec. 16 for 74.85 cents on the dollar, up 43 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. ENERGY SERVICES: Inks 6th Amendment to United Bank Forbearance -------------------------------------------------------------- Energy Services of America Corp. and its subsidiary corporations, C.J. Hughes Construction Company, Inc., Contractors Rental Corporation, Nitro Electric Company, Inc., and S.T. Pipeline, Inc., ("Obligors") entered into a forbearance agreement with United Bank, Inc., on Nov. 28, 2012, whereby the Obligors acknowledge that they are in default under the terms of two credit facilities between United Bank, Inc., and the Company and United Bank has agreed to forbear from exercising certain of its rights and remedies under the loan agreements and related documents. The Forbearance Agreement was subsequently amended. On Dec. 13, 2013, the parties entered into a sixth amendment to the Forbearance Agreement which extends the period under which the Company must raise $1,025,000 in cash equity previously due to be raised by Oct. 31, 2013, until Dec. 31, 2013. The remaining provisions of the new forbearance agreement are substantially the same as those in the Agreement. A copy of the Amended Forbearance Agreement is available at: http://is.gd/70nkps About Energy Services Huntington, West Virginia-based Energy Services of America Corporation provides contracting services to America's energy providers, primarily the gas and electricity providers. Arnett Foster Toothman PLLC, in Charleston, West Virginia, expressed substantial doubt about Energy Services' ability to continue as a going concern following the annual report for the year ended Sept. 30 ,2012. The independent auditors noted that the Company has suffered recurring losses from operations and has entered into a forbearance arrangement with its lenders as a result of continued noncompliance with certain debt covenants. The Company reported a net loss of $48.5 million on $157.7 million of revenue in fiscal 2012, compared with a net loss of $5.3 million on $143.4 million of revenue in fiscal 2011. The Company's balance sheet at June 30, 2013, the Company had $44.10 million in total assets, $36.66 million in total liabilities and $7.44 million in total stockholders' equity. EXCEL MARITIME: Plan Hearing on Jan. 27; Votes Due Jan. 16 ---------------------------------------------------------- Excel Maritime Carriers Ltd., and its affiliated debtors will return to the Bankruptcy Court on Jan. 27, 2014, at 10:00 a.m. (Eastern Time) for a hearing on the confirmation of their Amended Joint Chapter 11 Plan of Reorganization. The Amended Plan was filed Nov. 27, 2013. The Court approved the explanatory disclosure statement on Dec. 10. Creditors who hold claims on Dec. 9 are entitled to vote on the Plan. Holders of claims in Class 2 and Class 8 are the creditor groups entitled to vote on the Plan. Their votes are due Jan. 16. The company will publish a voting tally by Jan. 17. Donlin Recano serves as tabulation agent. Objections to confirmation of the Plan are due Jan. 16. The version of the plan submitted last month replaced a reorganization proposal worked out before the Chapter 11 filing in July. For $765 million in claims, senior lenders will receive a new $300 million five-year secured term loan and 83.3 percent of the new stock. The disclosure statement sets the midpoint enterprise value of the reorganized company at $630 million, or less than senior secured debt. From the negotiations, unsecured creditors with claims totaling $163.4 million are to receive 8 percent of the new stock along with the right to purchase 2.9 percent more for $10 million, at prices ranging from $16.25 to $17.25 a share. Assuming unsecured creditors vote for the plan, senior lenders will waive their unsecured deficiency claim of almost $180 million. Consequently, the predicted recovery for other unsecured creditors is 15.9 percent. Unsecured claims are composed largely of $150 million in convertible notes. Gabriel Panayotides, the company's controlling shareholder, will continue to run the company. He, family members and related companies are to receive 7.1 percent to 10.1 percent of the new stock in return for an investment of $5 million to $15 million. In addition, Panayotides will allow the company to use $20 million held in escrow. The original plan would have given ownership to secured lenders, although the lenders agreed to allow Panayotides to maintain control at least initially and buy back the company later. About Excel Maritime Based in Athens, Greece, Excel Maritime Carriers Ltd. -- http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportation services for dry bulk cargoes, such as iron ore, coal and grains, as well as bauxite, fertilizers and steel products. Excel owns a fleet of 40 vessels and, together with 7 Panamax vessels under bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax, 21 Panamax, 2 Supramax and 5 Handymax vessels) with a total carrying capacity of approximately 3.9 million DWT. Excel Class A common shares have been listed since Sept. 15, 2005, on the New York Stock Exchange (NYSE) under the symbol EXM and, prior to that date, were listed on the American Stock Exchange (AMEX) since 1998. The company blamed financial problems on low charter rates. The balance sheet for December 2011 had assets of $2.72 billion and liabilities totaling $1.16 billion. Excel owes $771 million to secured lenders with liens on almost all assets. There is $150 million owing on 1.875 percent unsecured convertible notes. Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-23060) on July 1, 2013, in New York after signing an agreement where secured lenders owed $771 million support a reorganization plan filed alongside the petition. The Debtor disclosed $35,642,525 in assets and $1,034,314,519 in liabilities as of the Chapter 11 filing. Excel, which sought bankruptcy with a number of affiliates, has tapped Jay M. Goffman, Esq., Mark A. McDermott, Esq., Shana E. Elberg, Esq., and Suzanne D.T. Lovett, Esq,. at Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC, as investment banker; and Global Maritime Partners Inc., as financial advisor. A five-member official committee of unsecured creditors was appointed by the U.S. Trustee. The Creditors' Committee is represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq., and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas. Jefferies LLC serves as the Committee's investment banker. John J. Monaghan, Esq. -- john.monaghan@hklaw.com -- at Holland & Knight LLP, serves as counsel to the Steering Committee. Roberston Maritime Investors LLC is represented by Hugh Ray, Esq., at McKool Smith. Oaktree Capital Management and certain of its affiliates are represented by Alan W. Kornberg, Esq., and Elizabeth R. McColm, Esq. -- akornberg@paulweiss.com and emccolm@paulweiss.com -- at Paul Weiss Rifkind Wharton & Garrison LLP. EXECUTIVE BENEFITS: Sees More Work for District Judges ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that it "is no longer true," Executive Benefits Insurance Agency told the U.S. Supreme Court, that 95 percent of matters in bankruptcy court won't require involvement of life-tenured federal district judges. According to the report, the statement was part of a reply brief the insurance agency filed last week urging the high court to rule that someone can't waive the right to a final ruling by a district judge in some types of lawsuits governed by state law. The case will be argued before the Supreme Court on Jan. 14. Even parties in the case who say waiver is constitutional can't agree on whether it can be implied or must be explicit and in writing. The Executive Benefits case comes two years after the Supreme Court's ruling in Stern v. Marshall. In that case, the justices ruled 5-4 that bankruptcy judges can't make final rulings on certain state-law claims against defendants who hadn't filed claims against the bankrupt's estate. Executive Benefits will decide whether that constitutional right can be waived, either explicitly or by implication. Executive Benefits offered several solutions to bridge the gap in bankruptcy judges' power if there can be no consent. Congress could rewrite the statute on what is a so-called core proceeding. Or matters falling within the ambit of Stern could be sent automatically to district court, with bankruptcy judges becoming U.S. magistrates for those cases. Finally, Congress could turn bankruptcy judges into life-tenured judges, like district and circuit court judges, the appellant argued in its brief. The insurance agency argued that waiver would undermine the "structural aspect" of the U.S. Constitution giving judicial power to life-tenured judges. The appellant said the issues goes to the "integrity of the system of separated powers." Much of the insurance agency's final brief was devoted to showing it hadn't consented impliedly to a final ruling in bankruptcy court. According to the brief, the Supreme Court has never authorized anyone to consent to a judgment as though it were made by a life-tenured federal judge. Executive Benefits said that an appeal, where the district judge wasn't bound by the bankruptcy court's ruling, "could not cure the absence of a valid judgment having been entered." The lack of a valid final judgment in bankruptcy court deprived the appellate court of jurisdiction, according to the insurance agency. The Supreme Court will hear two other bankruptcy cases this term. On Jan. 13, it will hear Law v. Siegel and decide whether bankruptcy courts have general equity power to take otherwise exempt property away from individual bankrupts. In November, the high court agreed to hear Clark v. Rameker to decide whether an inherited individual retirement account is an exempt asset that a person can retain despite bankruptcy. The Supreme Court case on waiver is Executive Benefits Insurance Agency v. Arkison, 12-01200, U.S. Supreme Court (Washington). The case on equity powers is Law v. Siegel, 12-5196. The case on IRAs is Clark v. Rameker, 13-299. FEDERAL-MOGUL CORP: Moody's Rates Amended Sec. Revolver Debt 'Ba2' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Federal-Mogul Corporation's $550 million amended and extended senior secured asset based revolver due in 2018. This facility replaces the $540 million revolver due in 2013. The company's other ratings, including the B2 CFR, are not affected. The following rating was assigned: Amended and extended $550 million senior secured asset based revolver due 2018, at Ba2 (LGD1, 4%); The rating on the $540 million senior secured asset based revolver will be withdrawn. Federal-Mogul Corporation, headquartered in Southfield, MI is a leading global supplier of products and services to the world's manufacturers and servicers of vehicles and equipment in the automotive, light, medium and heavy-duty commercial, marine, rail, aerospace, power generation and industrial markets. The company's products and services enable improved fuel economy, reduced emissions and enhanced vehicle safety. Revenues in 2012 were $6.4 billion. FINJAN HOLDINGS: Amends 21.5 Million Common Shares Prospectus ------------------------------------------------------------- Finjan Holdings, Inc., amended its registration statement on Form S-1 relating to the resale by BCPI I, L.P., Israel Seed IV, L.P., HarbourVest International Private Equity Partners IV Direct Fund L.P., et al., of up to 21,556,447 shares of the common stock, par value $0.0001 per share, of the Company. The Company will not receive any proceeds from the sale of shares held by the selling stockholders. The Company's common stock is quoted on the OTC Bulletin Board and OTC Markets - OTCQB tier under the symbol "FNJN." The Company effected a 1-for-12 reverse stock split of its common stock, and its common stock commenced trading on a post-split basis, on Aug. 22, 2013. On Dec. 10 , 2013, the last reported closing bid price for the Company's common stock as reported on the OTCQB tier of the OTC Markets was $ 11.25 per share. A copy of the amended Form S-1 is available for free at: http://is.gd/DWJCrj About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Converted Organics disclosed a net loss of $8.42 million in 2012, as compared with a net loss of $17.98 million in 2011. Finjan Holdings's balance sheet at Sept. 30, 2013, showed $30.35 million in total assets, $927,000 in total liabilities and $29.42 million in total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit that raises substantial doubt about the Company's ability to continue as a going concern. FIRST DATA: Fitch Rates Proposed Sr. Subordinated Notes 'CCC/RR6' ----------------------------------------------------------------- Fitch Ratings has assigned a 'CCC/RR6' rating to First Data Corp's (FDC) proposed senior subordinated note offering. Proceeds from the offering will be used to refinance a portion or all of the company's $750 million 11.25% senior subordinated notes due 2016. Key Rating Drivers: From an operational perspective, Fitch believes core credit strengths include: -- Stable end-market demand with below-average susceptibility to economic cyclicality; -- A highly diversified, global and stable customer base consisting principally of millions of merchants and large financial institutions; -- A significant advantage in scale of operations and technological leadership which positively impact the company's ability to maintain its leading market share and act as barriers to entry to potential future competitors. In addition, FDC's FS business benefits from long-term customer contracts and generally high switching costs; -- Low working capital requirements typically enable a high conversion of EBITDA less cash interest expense into cash from operations. Fitch believes operational credit concerns include: -- Mix shift in the RAS segment, including a shift in consumer spending patterns favoring large discount retailers, has negatively affected profitability and revenue growth and could lead to greater than anticipated volatility in results; -- High fixed cost structure with significant operating leverage would typically drive volatility in profitability during business and economic cycles; -- Consolidation in the financial services industry and changes in regulations could continue to negatively impact results in the company's FS segment; -- Potential for new competitive threats to emerge over the long term including new payment technology in the RAS segment, the potential for a competitor to consolidate market share in the RAS segment, and the potential for historically niche competitors in the FS segment to move upstream and challenge FDC's relative dominance in card processing for large financial institutions. From a financial perspective, Fitch believes core credit strengths include expectations that the company will use the majority of excess free cash flow (FCF) for debt reduction. Credit concerns include a highly levered balance sheet that results in minimal financial flexibility and reduces the company's ability to act strategically in a business that has historically benefited from consolidation opportunities. Liquidity as of Sept. 30, 2013 was solid with cash of $358.6 million, $91 million of which was available to the company in the U.S. FDC has a $1 billion senior secured revolving credit facility which expires September 2016 and had $873 million of available borrowing capacity. Fitch estimates that FDC generated approximately $56 million in FCF over the LTM period which further adds to liquidity. Total debt as of Sept. 30, 2013 was $22.8 billion, which includes approximately $15.7 billion in secured debt, $4.6 billion in unsecured debt and $2.5 billion in subordinated debt (all figures approximate). Fitch rates FDC as follows: -- Long-term IDR 'B'; -- $1 billion senior secured revolving credit facility expiring September 2016 'BB-/RR2'; -- $2.7 billion senior secured term loan B due 2017 'BB-/RR2'; -- $4.7 billion senior secured term loan B due 2018 'BB-/RR2'; -- $1 billion senior secured term loan B due 2018 'BB-/RR2'; -- $1.6 billion 7.375% senior secured notes due 2019 'BB-/RR2'; -- $510 million 8.875% senior secured notes due 2020 'BB-/RR2'; -- $2.2 billion 6.75% senior secured notes due 2020 'BB-/RR2'; -- $2 billion 8.25% junior secured notes due 2021 'CCC+/RR6'; -- $1 billion 8.75%/10.0% PIK Toggle junior secured notes due 2022 'CCC+/RR6'; -- $815 million 10.625% senior unsecured notes due 2021 'CCC+/RR6'; -- $785 million 11.25% senior unsecured notes due 2021 'CCC+/RR6'; -- $3 billion 12.625% senior unsecured notes due 2021 'CCC+/RR6'; -- $750 million 11.25% senior subordinated notes due 2016 'CCC/RR6'; -- $1.75 million 11.75% senior subordinated notes due 2021 'CCC/RR6'. The Rating Outlook is Stable. The Recovery Ratings (RRs) for FDC reflect Fitch's recovery expectations under a distressed scenario, as well as Fitch's expectation that the enterprise value of FDC, and hence recovery rates for its creditors, will be maximized in a restructuring scenario (as a going concern) rather than a liquidation scenario. In deriving a distressed enterprise value, Fitch applies a 15% discount to FDC's estimated operating EBITDA (adjusted for equity earnings in affiliates) of approximately $2.4 billion for the LTM ended Sept. 31, 2012 which is equivalent to Fitch's estimate of FDC's total interest expense and maintenance capital spending. Fitch then applies a 6x distressed EBITDA multiple, which considers FDC's prior public trading multiple and that a stress event would likely lead to multiple contraction. As is standard with Fitch's recovery analysis, the revolver is fully drawn and cash balances fully depleted to reflect a stress event. The 'RR2' for FDC's secured bank facility and senior secured notes reflects Fitch's belief that 71%-90% recovery is realistic. The 'RR6' for FDC's second lien, senior and subordinated notes reflects Fitch's belief that 0%-10% recovery is realistic. The 'CCC/RR6' rating for the subordinated notes reflects the minimal recovery prospects and inherent subordination in a recovery scenario. Rating Sensitivities: Future developments that may, individually or collectively, lead to positive rating action include: -- Greater visibility and confidence in the potential for the company to access the public equity markets. Future developments that may, individually or collectively, lead to negative rating action include: -- If FDC were to experience sustained market share declines or if typical price compression accelerates; -- If the U.S. economy were to experience a sustained recession. FIRST SEALORD: Claims Bar Date Set for Feb. 7 --------------------------------------------- The Commonwealth Court of Pennsylvania granted the application of the liquidator of First Sealord Surety Inc. to establish a claims bar date and approve the notice of an "Estimated Claims Value Process". The Court set Feb. 7, 2014, as the deadline for bondholders, claimants, creditors and other parties in interest to file proofs of claim. First Sealord Surety Inc. was placed in liquidation by order of the Commonwealth Court dated Feb. 8, 2012. That order appointed the Insurance Commissioner of the Commonwealth of Pennsylvania as statutory liquidator, and vested him with title to all the property, assets, contracts, and rights of action of FSSI. The liquidator may be reached at: Statutory Liquidator of First Sealord Surety Inc. 901 N. 7th Street Harrisburg, PA 17102 Tel: 717-787-7823 FLORIDA GAMING: Settlement with Miami Casino Management Approved ---------------------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Florida Gaming's motion for entry of an order approving its settlement agreement with Miami Casino Management (MCM). As previously reported, "On April 25, 2011, Miami Jai-Alai entered into that certain Management Contract (the 'Management Contract') with Miami Casino Management, LLC ('MCM,' and together with Miami Jai-Alai, the 'Parties') pursuant to which MCM provided, inter alia, supervisory, management and operational services to Miami Jai-Alai and the Miami Jai-Alai Casino...Miami Jai-Alai no longer requires MCM's services under the Management Contract and the Parties have agreed to deem the Management Contract as terminated. On the date of termination - October 31, 2013 - Miami Jai-Alai asserts that it owed MCM $1,159,695 under the Management Contract. MCM agrees to that amount solely for the purposes of, and in order to reach, this consensual settlement. As a part of this settlement, MCM shall have a $1,159,695 allowed, prepetition unsecured claim against Miami Jai-Lai." About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company disclosed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. FRIENDFINDER NETWORKS: Court Confirms Reorganization Plan --------------------------------------------------------- FriendFinder Networks Inc. on Dec. 17 disclosed that it has obtained confirmation of its plan of reorganization from the United States Bankruptcy Court for the District of Delaware, paving the way for the Company to emerge from bankruptcy by year- end. The Debtors filed a plan of reorganization containing details on a reorganization worked out with about 80 percent of first and second-lien lenders before the Chapter 11 filing. Holders of the $234.3 million in 14 percent first-lien notes will receive accrued interest plus an equal amount in new 14 percent first-lien notes to mature in five years. Excess cash will be used in part to pay down principal on the notes before maturity. Holders of $330.8 million in two issues of second-lien notes are to receive all the new equity. According to a BankruptcyData report, the Court confirmed the Plan after FriendFinder filed modifications that eliminated certain provisions that had covered liability from lawsuits and other causes of action and resolved related objections filed by the U.S. Trustee. The plan of reorganization, once implemented, will strengthen the Company's balance sheet and enable FriendFinder Networks to grow its flagship brands. The plan is expected to reduce the Company's annual interest expense by over $50 million, eliminate approximately $300 million of secured debt, and return control of the Company to the FriendFinder Networks founder, Andrew Conru. On emergence, the 14% Senior Secured Notes due 2013 will be exchanged for new notes in the same principal amount, plus certain additional consideration in the form of cash or notes. Holders of the 11.5% Non-Cash Pay Secured Notes due 2014 and 14% Cash Pay Secured Notes due 2013 will receive substantially all of the new common stock to be issued by reorganized FriendFinder Networks, plus cash consideration subject to certain conditions. The Company's current common stock will be extinguished once the agreement becomes effective and will no longer trade on the open market. FriendFinder Networks is being advised by the law firm of Greenberg Traurig LLP and financial advisor SSG Capital Advisors, LLC. About FriendFinder Networks FriendFinder Networks and affiliates, including lead debtor PMGI Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead Case No. 13-12404) on Sept. 17, 2013, estimating assets of $465.3 million and debt totaling $662 million. The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L. Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP, in New York, as lead bankruptcy counsel; and Dennis A. Meloro, Esq., in Wilmington, Delaware, as local Delaware counsel. Akerman Senterfitt serves as the Debtors' special and conflicts counsel. The Debtors' financial advisor is SSG Capital Advisors LLC. BMC Group, Inc., is the Debtors' claims and noticing agent. FRIENDFINDER NETWORKS: SEC Bars Release of Securities Lawsuits -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Securities and Exchange Commission, little seen in bankruptcy court for 35 years, made a rare appearance in Delaware and persuaded the judge that FriendFinder Networks Inc. can't use Chapter 11 to extinguish shareholder lawsuits for violation of securities laws. According to the report, FriendFinder, the operator of adult social networking websites, went to bankruptcy court on Dec. 16 for a confirmation hearing to approve a Chapter 11 plan that would have barred plaintiffs from continuing a securities fraud suit filed in federal district court in Florida in connection with an offering in 2011. Even though shareholders were to receive nothing in the plan, their claims would have been extinguished unless they affirmatively opted out of granting releases. U.S. Bankruptcy Judge Christopher Sontchi ruled that the SEC's objection was well taken. The company modified the plan to eliminate provisions that would have barred the securities suits. With the plan amended, Judge Sontchi signed a confirmation order yesterday approving the reorganization. Worked out before the bankruptcy filing in September with 80 percent of first- and second-lien lenders, the plan gives accrued interest plus an equal amount in new 14 percent first-lien notes to holders of $234.3 million in 14 percent first-lien notes. Holders of $330.8 million in two issues of second-lien notes receive the new equity. Unsecured creditors will be paid in full. The SEC played a major role in all bankruptcies of public companies until the former Bankruptcy Act was replaced by the Bankruptcy Code in 1978. The new law created the office of the U.S. Trustee to replace the role of the SEC as the government's watchdog in bankruptcy. The first-lien notes last traded on Dec. 16 for 109 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. About FriendFinder Networks FriendFinder Networks and affiliates, including lead debtor PMGI Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead Case No. 13-12404) on Sept. 17, 2013, estimating assets of $465.3 million and debt totaling $662 million. The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L. Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP, in New York, as lead bankruptcy counsel; and Dennis A. Meloro, Esq., in Wilmington, Delaware, as local Delaware counsel. Akerman Senterfitt serves as the Debtors' special and conflicts counsel. The Debtors' financial advisor is SSG Capital Advisors LLC. BMC Group, Inc., is the Debtors' claims and noticing agent. On Sept. 21, 2013, the Debtors filed a plan of reorganization containing details on a reorganization worked out with about 80 percent of first and second-lien lenders before the Sept. 17 Chapter 11 filing. Under the Plan, holders of the $234.3 million in 14 percent first-lien notes will receive accrued interest plus an equal amount in new 14 percent first-lien notes to mature in five years. Excess cash will be used in part to pay down principal on the notes before maturity. Holders of $330.8 million in two issues of second-lien notes are to receive all the new equity. U.S. Bankruptcy Judge Christopher Sontchi approved the company's disclosure statement, a description of the reorganization plan, at a hearing on Nov. 5 in Wilmington, Delaware. FriendFinder will seek court approval of its reorganization plan to exit bankruptcy at a hearing scheduled for Dec. 16. GLOBALSTAR INC: Issues 9.5 Million Common Shares to Hughes ---------------------------------------------------------- Globalstar, Inc., entered into an agreement with Hughes Network Systems LLC, a subsidiary of EchoStar Corporation, which allowed Hughes, at their sole option, to elect to receive shares of the Company's voting common stock (at a 7 percent discount based upon a trailing volume weighted average price calculation) in lieu of cash related to certain milestone payments under Globalstar's 2008 contract with Hughes for ground network equipment and software upgrades and satellite interface chips. As previously disclosed, on Nov. 15, 2013, Hughes exercised an option to receive approximately $4.3 million in Globalstar voting common stock. On Nov. 18, 2013, Globalstar issued 3,166,474 shares of voting common stock to Hughes at $1.35 per share in a private placement exempt from registration under Section 4(2) of the Securities Act of 1933. On Dec. 11, 2013, Hughes exercised its remaining options to receive approximately $10.1 million in Globalstar voting common stock. On Dec. 13, 2013, Globalstar issued 6,334,141 shares of voting common stock to Hughes at $1.60 per share in a private placement exempt from registration under Section 4(2) of the Securities Act of 1933. Per the terms of the letter agreement, Globalstar filed a registration statement covering the resale of the shares issued to Hughes under the agreement. About Globalstar Covington, Louisiana-based Globalstar Inc. provides mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The Company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. The Company's balance sheet at Sept. 30, 2013, showed $1.38 billion in total assets, $1.12 billion in total liabilities and $266.60 million in total stockholders' equity. GMX RESOURCES: Final Order to Limit Securities Trading Entered -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Oklahoma entered a final order establishing notification procedures, approving restrictions on certain transfers of stock and claims in GMX Resources Inc., and approving restrictions on claiming worthless securities deductions regarding stock in the Debtors. In its Dec. 5 final order, the Court held that the Debtors' net operating loss carryforwards and certain other tax attributes, other excess credit carryforwards are property of the Debtors' estates and are protected by 11 U.S.C. Sec. 362(a). The Court also held that any purchase, sale or other transfer of stock or senior secured notes and any declaration of worthlessness for federal or state tax purposes with respect to GMX stock by certain shareholders could severely limit the Debtors' ability to use the tax attributes for purposes of the Internal Revenue Code of 1968, as amended. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. GMX listed assets for $281.1 million and liabilities totaling $458.5 million. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. The DIP financing provided by senior noteholders requires court approval of a sale within 75 days following approval of sale procedures. The lenders and principal senior noteholders include Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors Inc. and Whitebox Advisors LLC. David Zdunkewicz, Esq., Timothy A. Davidson II, Esq., and Joseph Rovira, Esq., at ANDREWS KURTH LLP, serves as the Debtors' counsel. Special Local Counsel, Conflicts Counsel and Litigation Counsel for the Debtors are William H. Hoch, Esq., and Christopher M. Staine, Esq., at CROWE & DUNLEVY, P.C. Counsel to Backstop Lenders under DIP Financing and Steering Committee of Holders of Senior Secured Notes are Brian Hermann, Esq., and Sarah Harnett, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP. Counsel to the Unsecured Creditors Committee is Jason Brookner, Esq., at LOOPER REED & MCGRAW P.C. Looper Reed is substituted as counsel for the Official Committee of Unsecured Creditors in place of Winston & Strawn LLP, effective as of April 25, 2013. The Committee tapped Conway MacKenzie, Inc., as financial advisor. GOLDEN NUGGET: Moody's Raises Corp. Family Rating to 'B2' --------------------------------------------------------- Moody's Investors Service upgraded Golden Nugget Inc.'s Corporate Family Rating (CFR) to B2 and Probability of Default Rating (PDR) to B2-PD in response to the company successfully completing its refinancing and closing on its acquisition of the Lake Charles casino as planned. Golden Nugget's Ba3 senior secured bank ratings and Caa1 senior unsecured notes were affirmed. The outlook is stable. The Corporate Family Rating upgrade from Caa3 to B2 considers the successful refinancing of near term debt maturities -- a substantial majority of Golden Nugget's outstanding debt was scheduled to mature in June 2014 -- and the closing of the Lake Charles acquisition which Moody's believes improves Golden Nugget's diversification and overall financial flexibility. Proceeds from the recent financings along with a $210 million cash equity contribution from Fertitta Entertainment and $30 million equipment loan were used to fund the $186 million acquisition price (net of $37 million credit) and complete the $382 million development cost of the Pinnacle Entertainment (B1 stable) Lake Charles casino development currently under construction in Lake Charles, Louisiana. The proceeds were also used to refinance approximately $430 million of existing debt at Golden Nugget and fund a $30 million interest reserve for the project. In addition, concurrently with the consummation of the transaction, the $295 million of senior unsecured notes of Golden Nugget Escrow were assumed by Golden Nugget Inc. Ratings upgraded: Corporate Family Rating to B2 from Caa3 Probability of Default Rating to B2-PD from Caa3-PD Ratings affirmed: $75 million senior secured revolver due 2018 rated Ba3 (LGD 3, 32% from LGD 3, 31%) $350 million senior secured Term Loan due 2019, rated Ba3 (LGD 3, 32% from LGD 3, 31%) $150 million senior secured delayed draw Term Loan due 2019, rated Ba3 (LGD 3, 32% from LGD 3, 31%) Ratings withdrawn: $165 million second lien term loan due 2014 rated Ca (LGD 6, 92%) $210 million first lien term loan due June 2014 rated Caa3 (LGD 3, 42%) $120 million first lien delayed-draw term loan due June 2014 at Caa3 (LGD 3, 42%) Golden Nugget Escrow, Inc. rating affirmed: $295 million senior unsecured notes due 2021, rated Caa1 (LGD 5, 85%) Rating Rationale: Golden Nugget's B2 Corporate Family Rating reflects Moody's expectation that credit metrics will materially improve as the Lake Charles casino ramps-up as projected and the performance of the Golden Nugget Las Vegas and Laughlin Nevada casinos gradually improve. In addition, the combined cash flow contribution from Golden Nugget's existing properties in Las Vegas and Laughlin, Nevada through November 2014, the scheduled opening date for Lake Charles, partly mitigates the ramp-up risk. The stable outlook reflects Moody's view that there is more than sufficient liquidity provided by the recent financing and from Golden Nuggets' Nevada properties to support all operating and construction costs as well as interest and mandatory amortization of the new capital structure until the Lake Charles property fully ramps-up to projected levels of revenues and earnings, which is estimated to be in 2015. Given the development status of the property, a higher rating over the near term is unlikely. A higher rating would require that earnings from Golden Nugget's Nevada properties continue to grow and the Lake Charles property ramps-up on time and on budget. Specifically, a higher rating would require debt to EBITDA of under 4.5 times and EBIT to interest exceeding 2.0 times. A higher rating would also require good liquidity. A downgrade could occur if there were any event that causes a delay in the ramp-up of the property or the total cost of renovations materially exceed its budget. A deterioration in liquidity for any reason could also result in a downgrade. Golden Nugget, Inc. is headquartered in Las Vegas, Nevada and is a wholly-owned unrestricted subsidiary of Landry's Gaming Inc. (not rated). The company owns and operates the Golden Nugget hotel, casino, and entertainment resorts in downtown Las Vegas and Laughlin, Nevada and the Lake Charles property in Louisiana. Annual net revenue is approximately $250 million. GREEN FIELD: Commences Marketing Process for Business & Assets -------------------------------------------------------------- Green Field Energy Services Inc. and its affiliates on Dec. 17 disclosed that in connection with its ongoing Chapter 11 process, it plans to explore and market for sale all or substantially all of the business and assets pursuant to Section 363 of the Bankruptcy Code in conjunction with its efforts to reorganize. This announcement represents the start of the marketing process. Details of the marketing process, including the process for interested parties to request access to participate and conduct due diligence, should be directed to Green Field's investment banking firm, Carl Marks Advisory Group, LLC. Despite the current volatility in the market for hydraulic fracturing equipment and oilfield services, Rick Fontova, Green Field's President said "We continue to see compelling long term opportunities for our unique turbine driven gas powered technology which is proven and not otherwise available in the marketplace. No other provider has been able to develop a comparable technology and we believe it has high strategic value to both service providers and customers." 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. GREEN PLANET: Suspending Filing of Reports with SEC --------------------------------------------------- Green Planet Group, Inc., filed a Form 15 with the U.S. Securities and Exchange Commission to voluntarily terminate the registration of its common stock and preferred stock. As of Dec. 13, 2013, there were 465 holders of the securities. As a result of the Form 15 filing, the Company will not anymore obligated to file reports with the SEC. About Green Planet Scottsdale, Ariz.-based Green Planet Group, Inc., is a specialty energy conservation chemical company that produces and supplies technologies to the global transportation, industrial and consumer markets. These technologies include gasoline, oil and diesel additives for engines and other transportation-related fluids and industrial lubricants. The Company also operates an industrial staffing and employment business by providing employees to the light industrial, medical, aviation maintenance and IT industries on a national basis. The Company's balance sheet at Sept. 30, 2011, showed $3.9 million in total assets, $21.0 million in total liabilities, and a stockholders' deficit of $17.1 million. As reported in the TCR on July 21, 2011, Semple, Marchal & Cooper, LLP, in Phoenix, Ariz., said that Green Planet Group's significant operating losses and negative working capital raise substantial doubt about its ability to continue as a going concern. Green Planet reported a net loss of $15.4 million for the fiscal year ended March 31, 2011, following a net loss of $15.7 million for fiscal 2010. For the six months ended Sept. 30, 2011, the Company has net income of $15.9 million on $15.4 million of sales. The Company has not filed any financial report with the SEC after the filing of its quarterly report for the period ended Sept. 30, 2011. GSC GROUP: Capstone's Fees Cut over Disclosure Saga --------------------------------------------------- Nick Brown, writing for Reuters, reported that a judge cut the fees of financial adviser Capstone Advisory Group by about $1.57 million on Dec. 16 for its work on the bankruptcy of GSC Group Inc, saying it withheld information about a relationship with one of its contractors. According to the report, the ruling, entered in U.S. Bankruptcy Court in Manhattan, brings to a close a nearly year-long saga over how bankruptcy professionals handled GSC's insolvency and eventual sale to Black Diamond Capital Management. Judge Shelley Chapman said Capstone should have disclosed that Robert Manzo, the restructuring expert who helped sell and liquidate GSC's assets, was working as a contractor rather than a direct employee of Capstone, the report related. However, Judge Chapman said the relationship itself, and the associated fee-sharing arrangements between Capstone and Manzo, did not violate bankruptcy rules, a blow to Black Diamond, which had accused Manzo of gross negligence, the report further related. Still, Capstone ran afoul of disclosure requirements under bankruptcy law by failing to reveal the relationship, Judge Chapman said, the report added. The fee cut represents about a 25 percent reduction from the $6 million or so Capstone had initially sought. 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. GSC GROUP: Kaye Scholer Wins $4.2M Attorneys' Fees -------------------------------------------------- Law360 reported that a New York bankruptcy judge rejected allegations that Kaye Scholer LLP violated ethical rules in its Chapter 11 bankruptcy representation of investment firm GSC Group Inc., approving a reduced fee request of $4.2 million for the firm's work. According to the report, U.S. Bankruptcy Judge Shelley C. Chapman wrote that the law firm was not to blame for the potential conflict of interest that arose when a fee-sharing arrangement between two other parties in the suit was linked to Kaye Scholer. 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. GUAM SOLID WASTE MANAGEMENT: Receiver Seeking Bids for Trustee -------------------------------------------------------------- Federal receiver Gershman, Brickner & Bratton, Inc. (GBB) issued a Request for Proposals (RFP) for Trustee and Custodian banking services to replace Citibank Guam, the provider of Trustee services to the Receivership since 2009. Citibank Guam recently announced that it will cease its business banking deposit account services on Feb. 28, 2014. The RFP can be viewed and downloaded from the Receiver's Web site at http://guamsolidwastereceiver.org/documents-RFP-SW-004-13.html "We encourage all qualified financial institutions on Guam to carefully review the RFP and submit a proposal," said Receiver Representative David L. Manning. "These Trustee services are important to the success of the Receiver's work to ensure compliance with the Consent Decree and provide quality services to the customers of the Guam Solid Waste Authority." All proposals must be received by GBB no later than the close of business Jan. 17, 2014. In a Court Order dated March 17, 2008, U.S. District Court Judge Frances M. Tydingco-Gatewood appointed GBB to be Receiver with full responsibility for bringing the Guam Solid Waste Management Division into compliance with the 2004 Consent Decree for violation of the Clean Water Act. As Receiver, GBB's objective is to work with Guam's government, the Guam Solid Waste Authority, solid waste companies, the people of Guam, and the U.S. military to establish a long-term, financially viable and sustainable waste management system for Guam. For more information on the receivership, visit http://www.guamsolidwastereceiver.org/ HALCON RESOURCES: S&P Keeps CCC+ Unsec. Notes Rating After Add-On ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'CCC+' issue- level rating and '6' recovery rating on Halcon Resources Corp.'s senior unsecured notes due 2020 are unchanged following the company's proposed $400 million add-on. The 'B' corporate credit rating and stable outlook on Halcon remain unchanged. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. S&P's ratings on Halcon reflect limited reserves and production, high operating costs, an aggressive growth strategy, and participation in the volatile and capital intensive nature of the oil and gas industry. These weaknesses are adequately offset at the rating level by an oil-weighted reserve profile, an experienced management team, and extensive acreage holdings in multiple onshore liquids-rich U.S. basins. S&P's ratings also reflect the company's substantial indebtedness and concerns about the level and source of capital required to develop this broad collection of properties. S&P characterizes Halcon's business risk as "vulnerable," its financial risk as "highly leveraged," and its liquidity as "adequate." Ratings List Halcon Resources Corp. Corporate Credit Rating B/Stable/-- Rating Unchanged $1.15 bil. sr unsec nts due 2020* CCC+ Recovery Rating 6 * Includes the $400 mil. add-on. HALCON RESOURCES: Moody's Rates $400MM Unsecured Notes 'Caa1' ------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Halcon Resources Corporation's $400 million senior unsecured note offering. The Corporate Family Rating (CFR) and Probability of Default were unaffected by this action and the outlook remains stable. The note proceeds will be used to repay borrowings under the company's revolving credit facility and for capital expenditures. "Halcon is projected to outspend its cash flow in 2014 with the shortfall financed with debt and asset sales," said Stuart Miller, Moody's Vice President - Senior Credit Officer. "While Halcon's reported drilling results in the Williston Basin and the El Halcon play have been promising, its performance in other basins have been inconsistent. Given the company's very high leverage, if not for the approximate $1.2 billion of liquidity pro forma for the note offering, the debt rating would be in jeopardy." Rating Action New senior unsecured notes -- Assigned a Caa1, LGD 4 (60%) rating LGD senior unsecured -- changed to LGD4 (60%) from LGD4 (64%) Ratings Rationale: At September 30, 2013 and pro-forma for the proposed bond offering and recently announced asset sales, Halcon's debt to average daily production is over $90,000 per Boe and debt to proved developed reserves is over $45 per Boe. Both metrics are twice the level of the median reported by all of the B3 exploration and production companies in Moody's rated universe. Halcon's financial profile suggests that a CFR below B3 should be considered. However, the quality of the asset base along with the track record of value creation by the management and technical teams helps to support the B3 rating. Much of Halcon's acreage position is highly prospective and is located in attractive resource plays in the US. With over $1 billion of liquidity and a leveraged full cycle ratio of 2.0x, Halcon appears to have the resources to grow production and reserves faster than its debt balance. Halcon's notes are rated Caa1, one notch below the CFR, to reflect the priority claim provided to the senior secured credit facility. As part of this action, a conforming change was made to each series of notes to reduce the loss given default to LGD4 - 60%. Halcon's liquidity is a major factor supporting the B3 CFR despite the high leverage. Moody's has assigned a SGL-3 Speculative Grade Liquidity rating to Halcon which translates into adequate liquidity. Pro forma for the note offering, Halcon has roughly $1.2 billion of liquidity to fund its projected negative free cash flow of roughly $500 to $600 million over the next twelve months. The $1.2 billion of liquidity includes $470 million of cash on hand and $700 million of borrowing base availability under its $1.5 billion revolving credit facility. The credit facility matures in Feb 2017 and has two financial covenants: a minimum interest coverage ratio of 2.5x and a minimum current ratio of 1.0x. Moody's expects Halcon to have full access to the credit facility over the next 12 months although it may require waivers of the interest coverage test by the lenders from time to time. Secondary liquidity from assets sales is possible, but limited given their pledge as collateral to the revolving credit facility. The rating outlook is stable. A downgrade is possible if liquidity deteriorates and is considered weak, or if debt to average daily production is sustained over $100,000 per Boe. An upgrade will not be considered until debt to average daily production is sustained below $60,000 per Boe and debt to proved developed reserves falls below $30 per Boe. Halcon Resources Corporation is an independent exploration & production company based in Houston, Texas. HCA HOLDINGS: Moody's Alters Ratings Outlook to Positive -------------------------------------------------------- Moody's Investors Service revised the rating outlook for HCA to positive from stable. The company's B1 Corporate Family Rating and B1-PD Probability of Default Rating are unchanged but have been reassigned to the HCA Holdings, Inc. level -- the highest level in the corporate structure with rated debt. HCA, Inc. is a wholly owned subsidiary of HCA Holdings, Inc. (collectively HCA). Moody's also reassigned the company's Speculative Grade Liquidity Rating at the holding company level. Concurrently, Moody's affirmed the ratings on HCA's existing debt instruments. The positive outlook reflects Moody's expectation that HCA's scale and dominant market strength will allow the company to continue to grow revenue and EBITDA and maintain margins at the higher end of the range of its peers. While the company will likely continue to return capital to shareholders in lieu of debt repayment, Moody's anticipates that HCA will generate sufficient cash flow to fund moderate sized acquisitions with little detrimental impact on credit metrics. Moody's also expects the expansion of insurance coverage under the Affordable Care Act to benefit HCA's margins in 2014 through lower bad debt expense. However, that benefit will be tempered by the company's concentrations in Florida and Texas, two states that have elected not to expand Medicaid programs as envisioned under the ACA. Following is a summary of Moody's rating actions. HCA Holdings, Inc. Ratings assigned: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Speculative Grade Liquidity Rating at SGL-2 Ratings affirmed: Senior unsecured notes at B3 (LGD 6, 95%) HCA, Inc. Ratings withdrawn: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Speculative Grade Liquidity Rating at SGL-2 Ratings affirmed / LGD assessments revised: Senior secured ABL revolver at Ba1 (LGD 1, 2%) Senior secured revolver at Ba3 (LGD 3, 35%) from (LGD 3, 34%) Senior secured term loans at Ba3 (LGD 3, 35%) from (LGD 3, 34%) Senior secured notes at Ba3 (LGD 3, 35%) from (LGD 3, 34%) Senior unsecured notes at B3 (LGD 5, 84%) Senior secured shelf at (P) Ba3 Senior unsecured shelf at (P) B3 Ratings Rationale: HCA's B1 Corporate Family Rating reflects Moody's expectation that the company will operate with significant leverage. The rating also reflects Moody's consideration of HCA's scale and position as the largest for-profit hospital operator in terms of revenue, which aids its ability to obtain resources needed to adapt to changes in the sector and in the company's ability to weather industry pressures. Finally, the rating incorporates Moody's expectation that the company will limit increases in leverage for shareholder initiatives. Moody's would have to see the company maintain a more conservative financial profile, consistent with that expected of the Ba3 rating, prior to considering an upgrade of the rating to that level, including limiting increases in leverage for shareholder distributions or share repurchases. Additionally, Moody's would have to see continued earnings growth or repayment of debt such that debt/EBITDA was expected to be maintained closer to 4.5 times. If the company experiences a deterioration in operating trends, for example, negative trends in same-facility adjusted admissions or same-facility revenue per adjusted admission, Moody's could downgrade the rating. Additionally, Moody's could downgrade the ratings if the company incurs additional debt to fund shareholder distributions or acquisitions so that debt/EBITDA was expected to be sustained above 5.5 times. HCA Inc. is a wholly owned subsidiary of HCA Holdings, Inc. (collectively HCA). Headquartered in Nashville, Tennessee, HCA is the nation's largest acute care hospital company as measured by revenue. A portion of the equity of HCA is still held by private equity firms Bain Capital and KKR as well as members of management. The company generated revenue in excess of $33 billion, net of the provision for doubtful accounts, in the twelve months ended September 30, 2013. HIGDON FURNITURE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Higdon Furniture Company Post Office Box 1739 Quincy, FL 32353 Case No.: 13-40753 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Northern District of Florida (Tallahassee) Judge: Hon. Karen K. Specie Debtor's Counsel: Robert C. Bruner, Esq. 261 Pinewood Drive Tallahassee, FL 32303 Tel: 850-385-0342 Fax: 850-270-2441 Email: RobertCBruner@hotmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by J. Warren Higdon III, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb13-40753.pdf HOME-KIM: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Home-Kim/HK Windows, Inc. fdba Home-Kim, Inc. 5101 Nelson Road, Suite 100 Morrisville, NC 27560 Case No.: 13-07753 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Eastern District of North Carolina Judge: Hon. Stephani W. Humrickhouse Debtor's Counsel: J.M. Cook, Esq. ATTORNEY AT LAW 5886 Faringdon Place, Suite 100 Raleigh, NC 27609 Tel: 919 675-2411 Email: J.M.Cook@jmcookesq.com Estimated Assets: $500,001 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yon B. Jeon, secretary. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb13-7753.pdf HORIZON LINES: Caspian Capital Held 6% Equity Stake at Dec. 5 ------------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Caspian Capital LP disclosed that as of Dec. 5, 2013, it beneficially owned 2,338,399 shares of common stock of Horizon Lines, Inc., representing 6.01 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/u7ZJcF About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. The Company's balance sheet at Sept. 22, 2013, showed $642.85 million in total assets, $675.01 million in total liabilities and a $32.16 million total stockholders' deficiency. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. ICEWEB INC: Files Financial Statements of KC Nap and CTCI --------------------------------------------------------- IceWEB, Inc., previously filed a current report on Form 8-K to report that it had closed its acquisition of Computers and Tele- Comm., Inc., and KC NAP, LLC, on Oct. 1, 2013. On Oct. 1, 2013, IceWEB entered into a share exchange agreement by and among the Company, Computers and Tele-Comm., Inc., KC NAP, LLC, the stockholders of CTCI, and Streamside Partners, LLC, pursuant to which the Company purchased all of the outstanding common stock of CTCI and the outstanding membership interests in KC NAP, in exchange for 9,568,400 shares of the Company's $0.001 par value common stock. Concurrently, and as part of the share exchange agreement, the Company issued shares to retire an outstanding debt owing by CTCI to Streamside Partners, LLC, which totaled $155,000, and other debts of CTCI totaling $267,823, in exchange for 13,485,799 shares of our $0.001 par value common stock. As a result of the Share Exchange, the Company is now the holding company of CTCI and the Company now operates a company in the business of operating data centers and providing Information Technology services. On Dec. 13, 2013, the Company filed with the U.S. Securities and Exchange Commission copies of the financial statements of KC Nap and CTCI which are available for free at: http://is.gd/PcKbZp http://is.gd/k1qjLp About IceWEB Sterling, Va.-based IceWEB, Inc., manufactures and markets purpose-built appliances, network and cloud-attached storage solutions and delivers on-line cloud computing application services. The Company's customer base includes U.S. government agencies, enterprise companies, and small to medium sized businesses (SMB). D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed substantial doubt about IceWEB's ability to continue as a going concern. The independent auditors noted that the Company had net losses of $6,485,048 for the year ended Sept. 30, 2012. The Company reported a net loss of $6.5 million on $2.6 million of sales in fiscal 2012, compared with a net loss of $4.7 million on $2.7 million of sales in fiscal 2011. The Company's balance sheet at June 30, 2013, showed $1 million in total assets, $2.74 million in total liabilities and a $1.73 million total stockholders' deficit. IDERA PHARMACEUTICALS: Board OKs $500,000 2013 Bonuses for Execs. ----------------------------------------------------------------- The Compensation Committee of the Board of Directors of Idera Pharmaceuticals, Inc., approved compensation for its named executive officers consisting of: * The payment of cash bonus award for 2013; * The grant of options to purchase shares of common stock of the Company; and * New annual base salaries for 2014. 2014 Stock Annual Name 2013 Bonus Options Salary ---- ---------- ------- -------- Sudhir Agrawal, D. Phil. $274,500 850,000 $570,960 President and CEO Louis J. Arcudi, III $94,500 300,000 $327,600 SVP of Operations, CFO, Treasurer and Secretary Robert D. Arbeit, M.D $90,000 200,000 $312,000 VP, Clinical Development Timothy M. Sullivan, Ph.D. $89,700 200,000 $310,960 VP, Development Programs and Alliance Management Each of the options to purchase shares of the Company's common stock is granted effective as of Dec. 10, 2013, and made pursuant to the Company's 2013 Stock Incentive Plan. The exercise price is $2.56, which is equal to the closing price of the Company's common stock on the Nasdaq Capital Market on Dec. 10, 2013. Subject to the named executive officer's continued employment with the Company on the applicable vesting date, the options vest in equal quarterly installments over four years commencing on the date of grant. 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. IGLOO HOLDINGS: S&P Raises CCR to 'B+' & Removes Rating From Watch ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Bedford, Mass.-based Igloo Holdings Corp. and operating subsidiary Interactive Data Corp. to 'B+' from 'B', and removed all ratings from CreditWatch, where S&P placed them with positive implications on Nov. 26, 2013. The rating outlook is stable. At the same time, S&P raised its issue-level ratings on the company's debt by one notch, in conjunction with the upgrade. Recovery ratings on the company's debt issues remain unchanged. "We base our upgrade primarily on our reassessment of the importance of the Igloo's "satisfactory" business risk profile and the company's ability to generate stable discretionary cash flow and support its highly leveraged capital structure. The company exhibited relatively stable revenue during the most recent recession, supported by its diversified client base and high retention rates. We expect modest revenue growth and stable credit metrics under our base-case scenario," S&P said. Through operating subsidiary Interactive Data Corp., Igloo provides financial market data, analytics, and related solutions to the financial services industry. S&P's assessment of the company's business risk profile as satisfactory reflects the company's leading position in securities pricing data and analytics. S&P's business risk assessment also incorporates its view of the media and entertainment industry's "intermediate" risk and "very low" country risk. Igloo sells its services primarily to financial services firms in the U.S. (roughly 71% of revenue for the nine months ended Sept. 30, 2013), with the remainder coming from Europe and Asia. S&P believes that as long as Igloo is prudent with its pricing policy and can maintain its quality and service level, client defection is not a major near-term risk, since switching to a competitor involves system changes because information is typically fed directly into clients' systems. Competitors such as Thomson Reuters Corp. and Bloomberg L.P. focus more on workstations that generally require broader equity or fixed income data rather than Igloo's niche area of securities pricing and reference data, which includes hard-to-price securities, used most often in financial institutions' back and middle offices. Client retention is high in the pricing and reference data segment, averaging 94% since 2007. S&P believes these positives more than offset the company's smaller scale of operations compared with its larger peers. Igloo's EBITDA margin, at 36.4% as of Sept. 30, 2013, is roughly in line with peers'. S&P expects the company's margin to expand by about 50 basis points in 2014. S&P's assessment of Igloo's financial risk profile as "highly leveraged" is based on its expectation that leverage will remain above 5x despite positive organic revenue growth and modest debt repayment. S&P also bases its assessment on the company's financial sponsor ownership and some uncertainty regarding its long-term financial policy and leverage targets. S&P assumes that the company will continue to invest in its technology infrastructure and product development, which would slow the pace of debt reduction. During the fourth quarter of 2012, the company issued debt to fund a shareholder distribution, and S&P expects that the company's financial policies will remain aggressive. If leverage declines to more moderate levels, S&P expects that additional debt-financed dividends would be likely. INTELLITRAVEL MEDIA: Jan. 29 Deadline Set for Bankruptcy Sale Bids ------------------------------------------------------------------ Elaine Alimonti, President of Intellitravel Media Inc., D/B/A Budget Travel, on Dec. 16 disclosed that a number of new initiatives have been introduced aimed at increasing the company's digital footprint and revenue as it prepares to be sold. Budget Travel is a 15-year-old multi-platform travel content company designed to empower consumers to travel the globe affordably. It is well known for its flagship publication, Arthur Frommer's Budget Travel. Every month, Budget Travel-branded digital content reaches more than 5.5MM savvy consumers, via multiple digital channels; users look to the brand to provide them with reliable, affordable, and actionable travel information. Building on this success with the introduction of a new e-commerce platform and custom broadcast- quality travel videos is the next phase of evolution for the brand. "We looked at the marketplace, and saw that there were essentially two categories of travel websites: travel content sites, which seek to provide travel inspiration; or OTAs (Online Travel Agencies) and travel deal sites, which seek to sell a trip or travel package to consumers," says Ms. Alimonti. "With a brand named 'Budget Travel,' and a sterling reputation for trusted, affordable travel content, we knew our next step: connect travel inspiration and trip planning with travel offers and bookings. And to make money at each stage of the process." Through a selection of exclusive, editorially sourced travel offers and curated packages offered through partners, Budget Travel's "Real Deals" connects travel content with e-commerce by surfacing relevant, real-time travel packages and prices while consumers are reading an article or slideshow on a related destination. This unmatched level of personalization increases the likelihood of purchase as visitors can also search for trips by departure or destination; by price, and by interests or lifestyle (adventure, foodie, romance, etc.). Budget Travel has also partnered with DCN Creative, an Emmy-award winning producer of travel content for PBS. The partnership includes custom, broadcast-quality travel video created for the Budget Travel site, scheduled for launch in Q1 2014, as well as new pre-roll video opportunities for advertisers. Over the past year, Budget Travel has continued to expand its digital footprint by connecting with consumers across multiple digital platforms including: -- A mobile-optimized site; mobile traffic now accounts for 20% of site traffic -- The "Ultimate Road Trips" app, featuring more than 70 editorially-curated U.S. drives, alongside information on what to see, stay and do overlaid with GPS directions -- Paid tablet editions of Arthur Frommer's Budget Travel magazine on iPad, Kindle, Android and Nook devices -- An editorial opt-in e-newsletter, which reaches more than 500,000 subscribers twice weekly, driving close to 20% of the brand's site traffic -- Social media initiatives have provided an impetus for digital growth in 2013 -- Budget Travel has more than 4.2 million followers and ranks in the top 50 of all followed Pinterest sites; it is by far the most-followed travel media site -- The brand has a robust following on Twitter (75,000 followers) and Facebook (30,000 followers); and just recently launched an Instagram account "We are excited for the new opportunities we've created for the Budget Travel brand," said Ms. Alimonti. "We've expanded our digital reach, and developed and launched new revenue-generating platforms that have created a path back to profitability. We are not only creating more engagement with users, we are able to offer new opportunities to our advertisers and partners." Intellitravel Media, Inc. has retained Bentley Associates, L.P., an investment-banking firm with extensive experience in the travel and leisure marketplace, as a sales advisor, and is in conversations with various parties regarding an anticipated sale of the company. There are no secured creditors of the company. Bids are due by January 29, 2014; parties interested in participating in the bankruptcy sale process should contact Justin Hirs at 212-763-0362. About Intellitravel Media Intellitravel Media, Inc., is a travel media company that empowers consumers to travel the globe affordably. The Company's flagship brand is Arthur Frommer's Budget Travel. Budget Travel content is distributed through digital, mobile, e-newsletter and tablet channels, as well as through a travel membership club. The Budget Travel brand serves millions of consumers each month with content that delivers "Vacations for Real People." On Dec. 5, 2012, an involuntary petition was filed against Intellitravel Media in the U.S. Bankruptcy Court for the Southern District of New York seeking relief under the provisions of Chapter 7 of the United States Bankruptcy Code. On March 20, 2013, the case was converted to Chapter 11 (Bankr. S.D.N.Y. Case No. 12-14815). The Debtor is now operating its business and managing its property as a debtor-in-possession. Judge Allan L. Gropper presides over the case. Omni Management is the claims and notice agent. Attorneys for Debtor can be reached at: KLESTADT & WINTERS, LLP 570 Seventh Avenue 17th Floor New York, NY 10018 Attorneys for the Official Committee of Unsecured Creditors can be reached at: MEYER, SUOZZI, ENGLISH AND KLEIN P.C. 990 Stewart Avenue, Suite 300 P.O. Box 9194 Garden City, NY 11530 Phone: (516) 741-6565 INTERNATIONAL LEASE: Fitch Puts 'BB' IDR on Watch Positive ---------------------------------------------------------- Fitch Ratings has placed International Lease Finance Corp.'s (ILFC) 'BB' long-term Issuer Default Rating (IDR) on Rating Watch Positive. Action follows the announcement that AerCap Holdings N.V. (AerCap; 'BBB-'/Rating Watch Negative) has entered into a definitive agreement to acquire ILFC from American International Group (AIG; 'BBB+'). Fitch expects to resolve the Rating Watch Positive once the acquisition is completed, which is expected to be in the second quarter of 2014. Assuming the transaction is consummated on the agreed-upon terms, and absent material credit developments in the interim, the outcome is expected to result in a one-notch upgrade of ILFC's long-term IDR and senior unsecured debt. AerCap's 'BBB-' IDR has been placed on Rating Watch Negative by Fitch and is expected to be downgraded by one notch to 'BB+' at the time of the transaction's close. Thus, Fitch's expectation is that the ratings of the two entities will ultimately be equalized. AerCap has agreed to acquire 100% of ILFC from AIG in a cash and stock transaction. The purchase price is approximately $5.4 billion, including $3 billion in debt and cash and approximately $2.4 billion in newly issued AER shares. AerCap is expected to be the surviving entity after the acquisition is completed and AIG is expected to initially own approximately 46% of the combined company. AerCap has obtained a commitment from UBS and Citi for a $2.75 billion acquisition facility. Upon closing of the acquisition, AIG will provide AerCap with a committed $1 billion 5-year unsecured revolving facility. The acquisition is subject to regulatory and shareholder approvals. ILFC's existing deferred and current tax liability (DTL), which totaled approximately $4.5 billion as of Sept. 30, 2013, is expected to be transferred to AIG as a result of purchase accounting and section 338(h)(10) tax election. Fitch believes this is an important element of the transaction, as it will allow AerCap to transfer ILFC assets to a more tax efficient jurisdiction and provide the company with flexibility to sell and/or part-out aircraft without incurring cash taxes. The company expects to generate significant tax savings by transferring ILFC assets to an entity domiciled in Ireland. Key Rating Drivers: Fitch believes the AerCap acquisition is generally a positive development for ILFC's creditors and should result in some tangible benefits over the longer term, including: -- Elimination of ownership uncertainty, which has constrained ILFC's ratings; -- ILFC would become part of a publicly traded company with a solid management team; -- Elimination of the DTL and re-domestication of assets would provide more flexibility to maximize economic value of the fleet; -- The markdown of ILFC's fleet would reduce risk of future impairments, support the quality of the equity base, and allow more flexibility to sell or part out older aircraft. However, Fitch also believes there are some near-term challenges associated with the transaction, including: -- Material amount of execution and integration risk, as ILFC is approximately four times larger than AerCap; -- Increase in tangible balance sheet leverage, heightening sensitivity to a market stress or a cyclical downturn; -- AerCap currently has a more complex organizational and legal structure than ILFC. Fitch expects the ratings of AerCap and ILFC will be equalized if the acquisition is consummated consistent with the terms outlined by management. Fitch expects to maintain separate ratings on ILFC and its outstanding debt until most of its rated obligations have been repaid. ILFC would likely be treated as a core subsidiary of AerCap under Fitch's criteria 'Rating FI Subsidiaries and Holding Companies'. This is based on Fitch's expectation of ILFC's material significance to AerCap's operations going forward. AerCap does not plan to provide an explicit guarantee to ILFC's existing debt obligations. However, Fitch believes the 100% ownership and ILFC's significant strategic importance would warrant alignment of issue-level ratings. Post-close, Fitch will assess the final legal structure and determine the ranking of ILFC's creditors. Any potential structural subordination could result in wider notching of ILFC's existing unsecured obligations. Fitch expects that the economics of the combined business will remain intact, with no immediate impact to lease cash flows. The debt balance for the combined company will increase modestly (by roughly 8%) to fund the cash portion of the purchase price. AerCap expects to reap significant tax benefits as discussed above, which should benefit ILFC's creditors in the long run. Rating Sensitivities: Assuming the acquisition is consummated, Fitch believes positive rating momentum is possible over the longer term if AerCap executes on the plan it has outlined. More specifically, successful integration of ILFC's fleet and staff, a reduction of balance sheet leverage as outlined by the company, maintenance of robust liquidity and improvement in the fleet profile are viewed as positive rating drivers. Positive rating momentum could stall if AerCap runs into any meaningful integration issues, if dividends or share repurchase activity are reinstituted before deleveraging plans are completed, or if there is a material downturn in the aviation sector, which negatively impacts its business. Downside risks to AerCap's and ILFC's ratings will be elevated until the acquisition is integrated and leverage is reduced. Negative rating actions could result from significant integration issues, loss of key airline relationships, deterioration in financial performance and/or operating cash flows, higher than expected repossession activity and/or difficulty re-leasing aircraft at economical rates. Longer-term, aggressive capital management, a reduction in available liquidity or inability to maintain or improve the fleet profile could also lead to negative rating pressure. Failure by AerCap to obtain any of the necessary amendments and covenants on ILFC's credit facilities on reasonably economic terms could adversely impact the combined entity's credit profile. This also applies to any other contractual agreements of ILFC that have Change of Control or similar provisions. Fitch believes there could be negative rating pressure on ILFC's ratings if the acquisition does not close. The Rating Outlook for ILFC's was Negative before the acquisition was announced as a result of ownership uncertainty. Unless an alternative ownership solution with comparable benefits coincides with any termination of the AerCap transaction, uncertainty regarding the company's future strategic direction would likely result in ILFC's ratings being removed from Rating Watch Positive and, at a minimum, returned to Rating Outlook Negative where they were previously. Fitch has placed the following ratings on Rating Watch Positive: International Lease Finance Corp. -- Long-term IDR 'BB'; -- Senior unsecured debt 'BB'; -- Preferred stock 'B'. Flying Fortress Inc. -- Senior secured debt 'BB'. ILFC E-Capital Trust I -- Preferred stock 'B'. ILFC E-Capital Trust II -- Preferred stock 'B'. Fitch has affirmed the following rating: International Lease Finance Corp. -- $3.9 billion senior secured notes at 'BBB-'. INTERNATIONAL LEASE: Moody's Affirms 'Ba3' CFR Over AerCap Sale --------------------------------------------------------------- Moody's Investors Service affirmed the Ba3 corporate family rating of International Lease Finance Corporation (ILFC) and changed the rating outlook to negative. This follows the announcement by ILFC parent American International Group (AIG; Baa1 stable) that it will sell ILFC to AerCap Holdings N.V (unrated) for $3 billion in cash and 97.6 million AerCap common shares, resulting in an estimated transaction value of $5.4 billion based on AerCap's closing share price on December 13, 2013. The ratings and outlook of AIG are unaffected by the ILFC rating action. Ratings Rationale: ILFC's sale to AerCap provides clarity regarding ILFC's ownership and strategy, both a source of business uncertainty since AIG designated ILFC a non-core holding following the financial crisis of 2008-09. After acquiring ILFC, AerCap will have a leading market presence in commercial aircraft leasing, a valuable order position in new technology aircraft, and opportunities to profitably strengthen ILFC's fleet mix and improve operating efficiency. However, the transaction will expose ILFC's creditors to execution risk associated with AerCap's integration of ILFC's much larger aircraft fleet and transition of key personnel and management systems. In addition, Moody's anticipates that transaction financing will result in far higher leverage than at ILFC and AerCap currently. Net cash proceeds to AIG at closing, which is expected to occur in the second quarter of 2014, will total $2.4 billion after settlement of intercompany loans. AIG will own 46% of AerCap's common shares at closing; the company has agreed to a share registration agreement that effectively locks up its shares for periods ranging from nine to 15 months. The transaction will transform AerCap into a market leader in commercial aircraft leasing with a combined fleet of over 1,100 owned aircraft on a pro forma basis, including AerCap's 231 owned aircraft at September 30, 2013 and ILFC's lease fleet of 913 owned aircraft. The acquisition includes ILFC's order book of 338 new aircraft with Boeing, Airbus and Embraer scheduled to deliver the planes through 2022, representing embedded fleet growth that will strengthen the combined entity's position in the newest technology aircraft. Moody's expects that strong demand for the new aircraft will strengthen average portfolio lease yields, enhancing profits and cash flows, assuming that AerCap is able to execute its operating strategies in a way that preserves ILFC's strong customer relationships and marketing capabilities. The combination will also create opportunities for AerCap to improve upon ILFC's historic performance by reducing operating redundancies, improving fleet mix, and realizing tax efficiencies. AerCap has demonstrated skill in optimizing the return on its own aircraft investments while also reducing overall fleet risk characteristics through selective aircraft sales, a practice the company intends to continue with respect to ILFC's portfolio. Under a section 338(h)(10) election of the Internal Revenue Code, AerCap will step up the tax basis in ILFC's assets, resulting in tax savings and aiding cash flow. The firm plans to recognize additional tax savings by relocating ILFC's US domiciled aircraft to Ireland, which has a lower corporate tax-rate. A primary credit constraint concerns the size of the transaction, which is unprecedented in the industry, particularly given AerCap's smaller scale compared to ILFC. At September 30, 2013, AerCap's reported total assets of $9.2 billion were one-quarter of ILFC's total of $37.0 billion. Additionally, ILFC's order position of 338 aircraft is eight times the size of AerCap's own orders for 42 aircraft at September 30. AerCap has experience acquiring and integrating aircraft fleets and management systems, but on a smaller scale. The firm owns a partial interest in AerData, developer of an aircraft fleet management system widely used by industry participants and which has served as the platform for prior successful fleet acquisitions by AerCap and others. However, in Moody's view the size of the ILFC integration heightens transition execution risks, including with respect to aircraft relocations to Ireland, access to debt funding to support a larger more complex combined enterprise, and retention of employees critical to achieving operating continuity and platform transitions. AerCap intends to fund the $3 billion cash payment to AIG with a combination of cash on hand and proceeds from the issuance of senior unsecured bonds. However, the firm's market access as a combined entity is uncertain, given the scale and complexity of the proposed transaction. As a contingency, AerCap has obtained a $2.75 billion unsecured bridge facility from UBS and Citibank that provides a backup source of funding for the AIG payment. AIG will provide a $1 billion five-year unsecured line of credit to AerCap to enhance the firm's liquidity during the transition in ownership. ILFC and AerCap lines of credit are also expected to remain available, subject to lender approvals. Longer-term concerns with respect to AerCap's market access and liquidity relate to the financing requirements of the combined firm's $25 billion of new aircraft and other equipment on order, deliveries of which ramp up significantly by 2016, as well as to ongoing refinancing needs. The magnitude of AerCap's market funding requirements could become an issue during market contractions that reduce overall appetite for aircraft and aviation finance. Given large recurring funding needs, evolution of AerCap's funding and liquidity profiles will be key rating considerations for ILFC's indebtedness going forward. Moody's estimates that pro forma leverage (debt-to-equity) of the combined entity will be 5.9x at closing, higher than leverage at both ILFC (3.0x at September 30, 2013) and AerCap (2.6x), reflecting transaction costs and Moody's estimates for new debt issuance and purchase accounting effects. If AerCap is able to capitalize on new revenue and cost saving opportunities, its earnings and cash flow could strengthen, leading to meaningful deleveraging over the intermediate term toward AerCap's target leverage of 3x (net debt basis). But with a large order book and industry demand conditions conducive to growth, Moody's believes that AerCap is likely to operate with leverage at the high end of its target range. After the sale closes, Moody's currently expects to maintain a negative rating outlook in recognition of the transaction integration risks and higher leverage. During the transition, Moody's will also consider the combined entity's appetite for growth and credit concentrations, its access to funding and its liquidity management as part of monitoring the firm's evolving credit profile. Moody's will also assess credit implications of the transaction accounting in terms of its effects on ILFC's reported financial condition and performance. Moody's could improve ILFC's ratings and/or outlook if the integration of ILFC and AerCap progresses favorably in terms of operating and financial performance, leverage and liquidity. Moody's could downgrade ILFC's ratings if its operating prospects weaken, it loses key personnel, or if leverage of the combined entity fails to decline. International Lease Finance Corporation, headquartered in Los Angeles, California, is the second-largest owner-lessor of commercial aircraft globally. AerCap Holdings N.V. is a major commercial aircraft leasing company with headquarters in the Netherlands and listed on the New York Stock Exchange (AER). Issuer rating outlooks changed to negative from stable: International Lease Finance Corporation Flying Fortress Inc. ILFC E-Capital Trust I ILFC E-Capital Trust II ION MEDIA: Bankruptcy Court Approves Plan of Reorganization ----------------------------------------------------------- ION Media Networks confirmed on Dec. 16 that on December 11, 2013, the Bankruptcy Court for the Eastern District of Missouri approved ION's and the Creditors Committee's Jointly Proposed Chapter 11 Plan in the Roberts Broadcasting, et al., bankruptcy cases. Under the Plan, ION will fund $7.75 million for distributions to creditors and will obtain all of the beneficial interests in a trust, established to own and operate the Reorganized Debtors' full-power TV stations in St. Louis, MO, Columbia, SC, and their Class A station in Evansville, IN. The Plan was confirmed by the Court without opposition, clearing the path for all non-insider general unsecured creditors to receive a 100% distribution plus interest. The broadcast trust will be formed upon short-form approval by the FCC, which the parties anticipate receiving shortly. Industry veteran Gary Chapman has been tapped by the Court and the parties to act as Trustee for the stations until final ownership transfers are effectuated. "Achieving a consensual Court confirmation for this Plan adds to our history of bringing financial and operational solutions to independently owned TV stations," said Brandon Burgess, Chairman and CEO of ION Media Networks. "We look forward to assisting these stations to be successful parts of their communities for many years to come." The three markets, covering approximately 1.8 million TV households, provide a natural strategic and operational synergy with ION's independently owned station group. St. Louis is the largest market in which ION does not currently have an owned or affiliated broadcast station. About ION Media Networks ION Media Networks, Inc. -- http://www.ionmedia.com/-- owns and operates the nation's largest broadcast television station group and ION Television, which reaches over 96 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems, and features popular TV series and movies from the award-winning libraries of RHI Entertainment, CBS Television, NBC Universal, Sony Pictures Television, Twentieth Television and Warner Bros., among others. Using its digital multicasting capability, the Company has launched several digital TV brands, including qubo, a channel for children focusing on literacy and values, and ION Life, a channel dedicated to active living and personal growth. It also has launched Open Mobile Ventures Corporation, a business unit focused on the research and development of portable, mobile and out-of-home transmission technology using over-the-air digital television spectrum. The Company and its affiliates filed for Chapter 11 bankruptcy protection on May 19, 2009 (Bankr. S.D.N.Y. Case No. 09-13125). Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, is the Debtors' general bankruptcy counsel. Moelis & Company LLC is the Debtors' financial advisor. Ernst & Young LLP is the Debtors' tax advisor, and Kurtzman Carson Consultants LLP is the Debtors' notice, claims and balloting agent. The Debtors disclosed $1,855,000,000 in assets and $1,936,000,000 in debts as of April 30, 2009. The U.S. Trustee has appointed four members to the official committee of unsecured creditors. ISTAR FINANCIAL: To Trade on NYSE Under "STAR" Symbol ----------------------------------------------------- Beginning Dec. 19, 2013, listed shares of iStar Financial Inc.'s common and preferred stock will begin trading on the New York Stock Exchange under the new symbol "STAR". Listed Shares of Stock New Ticker ---------------------- ---------- Common Stock STAR 8.00% Series D Preferred Stock STAR prD 7.875% Series E Preferred Stock STAR prE 7.80% Series F Preferred Stock STAR prF 7.65% Series G Preferred Stock STAR prG 7.50% Series I Preferred Stock STAR prI "Our new ticker is a reflection of the significant progress we've made over the past few years and the opportunities that lay ahead," said Jay Sugarman, iStar's Chairman and chief executive officer. About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Financial incurred a net loss of $241.43 million in 2012, following a net loss of $25.69 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $5.77 billion in total assets, $4.37 billion in total liabilities, $12.39 million in redeemable noncontrolling interests, and $1.38 billion in total equity. * * * In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default rating and revised the outlook to "positive" from "stable." The revision of the outlook to positive is based on the company's demonstrated access to the unsecured debt market, which, combined with certain secured debt refinancings, have significantly improved SFI's near-term debt maturity profile. As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to B2 from B3. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. IZEA INC: Lindsay Gardner Joins IZEA Board of Directors ------------------------------------------------------- Lindsay Gardner was appointed to IZEA, Inc.'s Board of Directors. Mr. Gardner has 25 years of executive management and leadership experience at companies ranging from technology startups to the world's largest media and entertainment companies. "Lindsay joined IZEA's Strategic Advisory Board in June of this year and has taken an active role in providing guidance to the company," said Ted Murphy, Chairman and chief executive officer of IZEA. "We are delighted to have Lindsay join the company in a more formal role as IZEA continues to grow." Currently, Mr. Gardner is senior advisor to Oaktree Capital Management, a Los Angeles-based private equity firm with $80 billion under management. Since May 2010, he has focused on global buyout opportunities in the technology, media and telecommunications sectors, as well as providing strategic support to various Oaktree portfolio companies. In addition, Gardner maintains a robust strategic advisory practice focused on media acquisition, distribution and partnerships. Since 2011 alone, he has advanced the business plans of Miramax, Tribune, Discovery, AMC Networks, and a range of other broadcasters, distributors and programmers. Mr. Gardner is a co-owner of the Memphis Grizzlies NBA basketball team as well as a co-founder of several technology and media companies, including media data-transfer firm Porto Media, China- based Reach Media, and Channel Islands, which builds cloud-based end-to-end advertising systems for television networks and cable providers. Until mid-2007, Gardner was president of Affiliate Sales and Marketing for Fox Networks. During his tenure, he built Fox's cable network portfolio from a handful of small channels into one of the industry's largest, most diverse and most profitable content companies, launching more than a dozen networks, including three that surpassed 20 million subscribers in their first year of operation. "Ted and his team are building an asset with extraordinary reach and capabilities and my friends at our industry's most forward- looking companies are taking notice," said Gardner. "I am eager to be a resource for Ted and IZEA's shareholders during this next wave of growth." A graduate of the MBA program at The Wharton School of the University of Pennsylvania, Mr. Gardner received his Bachelor of Arts in Economics from Brandeis University. About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., believes it is a world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. IZEA reported a net loss of $4.67 million in 2012 as compared with a net loss of $3.97 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.39 million in total assets, $4.68 million in total liabilities and a $1.28 million total stockholders' deficit. Cross, Fernandez & Riley, LLP, in Orlando, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and had a negative working capital and an accumulated deficit at Dec. 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern without raising sufficient additional financing. JEH COMPANY: Bid to Sell 2 Ford Trucks Challenged ------------------------------------------------- Parties-in-interest have filed objections to the request of JEH Company, et al., to sell two vehicles (2010 F-250 1374 and 2009 F-350 2402) pledged to Ford Motor Credit Company, LLC. The Debtor sought authorization to sell assets and pay Ford in connection with the sale of those vehicles. The Debtor said ad valorem taxing authorities are being adequately protected by prior orders of the Court authorizing replacement liens on others assets of the estate. Stephen G. Wilcox, Esq., at WILCOX LAW, P.L.L.C., on behalf of Ford, objected to the sale motion. PrimeSource Building Products, Inc. filed a joinder to Ford's objection. Mansfield ISD, Spring Branch ISD, Hidalgo County, McAllen ISD, filed a limited objection to the sale motion. The Taxing Units hold prepetition ad valorem tax liens. The Taxing Units requested that either their liens be paid at the time of sale, or, in the alternative, a separate escrow or segregated account be created at closing from the proceeds of the sale in a sufficient amount to cover the prepetition ad valorem taxes owed to the Taxing Unit. About JEH Company JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company, Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013. Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in Ft. Worth, serves as counsel to the Debtors. JEH Company was organized in 1982 by Jim and Marilyn Helzer. According to http://www.jehroofingcompany.com/,JEHCO buys roofing material directly from the manufacturer and sell it to contractors, builders, and homeowners. JEH Leasing owns and leases equipment and vehicles primarily for use in the business of JEHCO. Stallion is in the quarter horse and thoroughbred horse business. In its schedules, JEH Company disclosed $13,606,753 and $18,351,290 in liabilities as of the Petition Date. JEH Stallion Station, Inc., disclosed $364,007 in assets and $3,982,012 in liabilities as of the Petition Date. JEH Leasing Company, Inc., disclosed $1,242,187 in assets and $155,216 in liabilities as of the Petition Date. LABORATORY PARTNERS: Dec. 19 Bid Deadline for Long-Term Care Unit ----------------------------------------------------------------- Laboratory Partners, Inc. (MedLab), a provider of clinical laboratory and anatomic pathology services in eight states and the District of Columbia and a debtor-in-possession under Chapter 11 of the United States Bankruptcy Code, on Dec. 17 disclosed that it is in active negotiations with American Health Associates, Inc. and MedLab's senior secured lenders regarding the potential sale of its long term care division as a going concern. MedLab also disclosed that it has extended the bid and auction deadlines applicable to its long term care division until December 19, 2013 or such later date as MedLab determines appropriate. MedLab expects to continue to serve its customers without interruption during the sale process. Laboratory Partners Inc., a Cincinnati-based provider of lab and pathology services, filed a petition for Chapter 11 protection on Oct. 25 in Delaware. The case is In re Laboratory Partners Inc., 13-bk-12769, U.S. Bankruptcy Court, District of Delaware (Wilmington). LAKELAND INDUSTRIES: Incurs $1.8 Million Net Loss in 3rd Quarter ---------------------------------------------------------------- Lakeland Industries, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.83 million on $22.78 million of net sales for the three months ended Oct. 31, 2013, as compared with net income of $282,646 on $24.23 million of net sales for the same period during the prior year. For the nine months ended Oct. 31, 2013, the Company reported net income of $1.49 million on $69.16 million of net sales as compared with a net loss of $8.19 million on $71.71 million of net sales for the same period a year ago. The Company reported a net loss of $26.3 million on $95.1 million of net sales for the year ended Jan. 31, 2013, compared with a net loss of $376,825 on $96.3 million of sales for the year ended Jan. 31, 2012. The Company's balance sheet at Oct. 31, 2013, showed $87.33 million in total assets, $38.56 million in total liabilities and $48.77 million in total stockholders' equity. Chief Executive Officer and President Christopher J. Ryan said, "As stated previously, management believes it will have Brazil turned around by the first quarter in 2014. Other than Brazil, all of our other business units are doing well and as projected. Once Brazil is at breakeven, the full earning potential of the rest of the Company will be apparent. It is important to note that our current bank covenants and lines of credit are NOT dependent upon operations in Brazil. Thus, management is free to reorganize it, and we have and will continue to follow such a course of action." A copy of the Form 10-Q is available for free at: http://is.gd/e6dUgK About Lakeland Industries Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. LEE'S FORD: Hearing on Plan Confirmation Continued Until Jan. 16 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky approved an agreed order continuing until Jan. 16, 2014, at 10:00 a.m., the hearing to consider Lee's Ford Dock, Inc., et al.'s motion to obtain postpetition financing. At the hearing, the Court will also consider confirmation of the Debtors' Joint Plan of Reorganization dated Aug. 22, 2013. The stipulation, entered among the Debtors, Branch Banking & Trust Company, the U.S. Small Business Administration, and the U.S. Army Corps of Engineers, also provided that, among other things: 1. By Dec. 20, BB&T, the SBA, the Corps, and the Debtors will exchange all proposed exhibits upon which any of the parties intend to rely at the confirmation hearing and DIP financing hearing. 2. By Dec. 20, 2013, BB&T, the SBA, and the Corps will circulate among themselves and to the Debtor proposed additions or changes to the proposed Joint Stipulations that were circulated by the Debtors to those parties on Nov. 19, 2013. 3. By Dec. 20, 2013, BB&T, the SBA, the Corps, and the Debtors will exchange lists of all witnesses, including any expert witnesses, whom any or all of these parties intend to call as a witness at the confirmation hearing or DIP financing hearing. 4. All exhibits, proposed stipulations, and witness lists will be filed in the record no later than Jan. 6, 2014. 5. Any objections to exhibits will be filed no later than Jan. 10. If no timely objection to an exhibit is filed, it will be admitted into evidence at the DIP financing and confirmation hearings subject only to a relevancy objection. 6. The Debtors will file their response(s) to the objections to the DIP financing motion and the joinder no later than Jan. 7. The Plan The Court approved the Disclosure Statement explaining the Debtors' bankruptcy-exit plan on Oct. 23, 2013. As reported in the Troubled Company Reporter on Aug. 27, 2013, the Debtors' plan contemplates the continued business operations of the Debtors and the payment of all allowed claims to the extent possible over a period of time from future income and revenue. All claims other than secured Claims will be paid to the greatest extent possible within five years, according to the disclosure statement for the Debtors' proposed Chapter 11 Joint Plan of Reorganization, dated Aug. 22, 2013. The Plan provides that the allowed secured claims of Branch Banking & Trust Company in Class 1 will be repaid through regular monthly principal and interest payments, amortized over 30 years at an interest rate of 4.25%, with the entire claim to be repaid in full on or before Aug. 31, 2025, which is the end of the current term of the Corps Lease, with no prepayment penalties. The Plan provides that the allowed secured claims of the U.S. Small Business Administration in Class 2 will be repaid through regular monthly principal and interest payments, amortized over 30 years at an interest rate of 4.00%, with the entire then- outstanding balance of the Class 2 Claims to become due on Sept. 24, 2037, with no prepayment penalties. Each holder of allowed unsecured claims in Class 6, except as otherwise set forth in the Disclosure Statement, will receive distributions equal to the full Allowed amount of its Claim within 12 months following the Effective Date. Holders of equity interests in the Debtors under Class 8 will remain otherwise unimpaired by confirmation of the Debtors' Plan. There will be no dividends, distributions, or any other payments to or on account of the interests until all allowed claims have been paid in full. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/lee'sford.doc271.pdf The DIP Financing As reported in the TCR on Aug. 27, 2013, the Debtors sought authorization to obtain first-priority secured postpetition financing in the form of a $500,000 revolving line of credit from Community Trust Bank, Inc. In exchange for its agreement to provide the DIP Loan to Lee's Ford Dock, the DIP Lender requires that the remaining Debtors, the Hamilton Revocable Trust (which is the sole member of Hamilton Capital and Hamilton Brokerage), and James D. Hamilton (the Trustee of the Trust), individually, all guarantee the DIP Loan. Further, the liens of the DIP Lender on the DIP Loan Collateral will be first-priority priming liens, superior to any and all prior liens of Branch Banking and Trust Company and the U.S. Small Business Administration on the DIP Loan Collateral. The DIP Loan will bear interest at the Wall Street Journal Prime Rate, adjusted daily, with a floor of 5.75%. Interest on the outstanding balance of the DIP Loan will be due monthly, and all outstanding principal and interest will be due at maturity, which is twelve months from the issuance of the DIP Loan. The non- refundable origination fee for obtaining the DIP Loan is $5,000. Other fees and costs relating to the DIP Loan are estimated to be $18,000, for total fees and costs associated with obtaining the DIP Loan of approximately $23,000. About Lee's Ford Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008. The Debtors collectively operate as "Lee's Ford Resort & Marina" -- http://www.leesfordmarina.com/-- which consists of a boat dock, lodging facilities, the Harbor Restaurant & Tavern, a retail store, and a boat brokerage business and Web site located at http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky. Hamilton Brokerage LLC and Hamilton Capital LLC are not actively involved in the Debtors' operations, but are holding companies set up as part of the structure of the original purchase transactions which began in 2003. The Debtors' revenues were adversely impacted by the lowering of the water level of Lake Cumberland in January 2007 to allow for repairs to Wolf Creek Dam. The Debtors were forced to incur extraordinary costs to relocate the Dock and related facilities in accordance with the new water level. Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as the Debtors' counsel. The Debtor disclosed $21,225,899 in assets and $13,339,745 in liabilities as of the Chapter 11 filing. The petition was signed by James D. Hamilton, president. Mr. Hamilton has been designated as the individual responsible for performing the duties of the Debtors. Smith, Currie & Hancock LLP serves as special counsel to advise and assist the Debtor in connection with its pursuit of claims against the U.S. Army Corps of Engineers. Venters Law Office serves as special counsel to advise and assist the Debtor in connection with the prosecution and defense of general litigation matters, including the collection of unpaid boat slip rental fees, and any other specific matters in connection therewith. The U.S. Trustee has said an official committee has not been appointed in the bankruptcy case of Lee's Ford Dock Inc. because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. LEE'S FORD: Wants Until March 4 to Solicit Plan Votes ----------------------------------------------------- Lee's Ford Dock, Inc., et al., are asking the Bankruptcy Court to extend until March 4, 2014, their exclusive period to solicit acceptances for their Joint Plan of Reorganization. This is the Debtors' second request. The Court previously extended the Debtors' exclusive solicitation period until Dec. 31, 2013. As reported in the Troubled Company Reporter on Aug. 27, 2013, the Debtors have a bankruptcy exit plan that contemplates the continued business operations of the Debtors and the payment of all allowed claims to the extent possible over a period of time from future income and revenue. All claims other than secured Claims will be paid to the greatest extent possible within five years, according to the disclosure statement for the Debtors' proposed Chapter 11 Joint Plan of Reorganization, dated Aug. 22, 2013. About Lee's Ford Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008. The Debtors collectively operate as "Lee's Ford Resort & Marina" -- http://www.leesfordmarina.com/-- which consists of a boat dock, lodging facilities, the Harbor Restaurant & Tavern, a retail store, and a boat brokerage business and Web site located at http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky. Hamilton Brokerage LLC and Hamilton Capital LLC are not actively involved in the Debtors' operations, but are holding companies set up as part of the structure of the original purchase transactions which began in 2003. The Debtors' revenues were adversely impacted by the lowering of the water level of Lake Cumberland in January 2007 to allow for repairs to Wolf Creek Dam. The Debtors were forced to incur extraordinary costs to relocate the Dock and related facilities in accordance with the new water level. Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as the Debtors' counsel. The Debtor disclosed $21,225,899 in assets and $13,339,745 in liabilities as of the Chapter 11 filing. The petition was signed by James D. Hamilton, president. Mr. Hamilton has been designated as the individual responsible for performing the duties of the Debtors. Smith, Currie & Hancock LLP serves as special counsel to advise and assist the Debtor in connection with its pursuit of claims against the U.S. Army Corps of Engineers. Venters Law Office serves as special counsel to advise and assist the Debtor in connection with the prosecution and defense of general litigation matters, including the collection of unpaid boat slip rental fees, and any other specific matters in connection therewith. The U.S. Trustee has said an official committee has not been appointed in the bankruptcy case of Lee's Ford Dock Inc. because an insufficient number of persons holding unsecured claims against the Debtor have expressed interest in serving on a committee. LILY GROUP: Court Okays Hiring of Faegre Baker as Panel's Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Lily Group, Inc. sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of Indiana to retain Faegre Baker Daniels, LLP as counsel to the Committee. The professional services required by the Committee and proposed to be rendered by Faegre Baker include, but are not limited to, advising and representing the Committee in the performance of the Committee's rights, powers and duties under Section 1103 of the Bankruptcy Code. Faegre Baker will be paid at these hourly rates: Terry E. Hall, Partner $410 Dustin R. DeNeal, Associate $315 Sarah B. Herendeen, Paralegal $230 Faegre Baker will also be reimbursed for reasonable out-of-pocket expenses incurred. Faegre Baker has agreed with the Committee to not charge for travel time to any hearings held in Terre Haute, Indiana, though it may seek mileage reimbursement. Faegre Baker has also agreed not to bill for time spent on purely administrative tasks nor for giving instructions to its personnel or assignments of tasks. Finally, Faegre Baker has agreed with the Committee that no more than 10% of its aggregate monthly fees may be charged for conferring among personnel within Faegre Baker. Terry E. Hall, partner of Faegre Baker, 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. Faegre Baker can be reached at: Terry E. Hall, Esq. FAEGRE BAKER DANIELS, LLP 300 N. Meridian Street, Suite 2700 Indianapolis, IN 46204 Tel: (317) 237-0300 Fax: (317) 237-1000 E-mail: terry.hall@faegrebd.com Lily Group Inc., the developer of an open-pit coal mine in Green County, Indiana, filed a petition for Chapter 11 reorganization (Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23 in Terre Haute, listing assets and debt both exceeding $10 million. The Debtor is represented by Courtney Elaine Chilcote, Esq., and David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in Indianapolis, Indiana. LOEHMANN'S HOLDINGS: To Use Third Bankruptcy for Liquidation ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the third bankruptcy by discount retailer Loehmann's Inc. won't be a reorganization. Rather, it will be a liquidation with going-out-of-business sales to begin by Jan. 7. According to the report, Loehmann's, which is based in the Bronx borough of New York City and operates 39 stores in 11 states, filed its third Chapter 11 petition before midnight on Dec. 15, listing assets and debt both totaling $96.7 million. The debt includes $4.3 million on a first-lien credit agreement with Wells Fargo Bank NA as agent, not including about $9 million in letters of credit. Law Debenture Trust Co. of New York is agent on a second-lien loan for $14.5 million. It's also agent on a third-lien obligation for $71.9 million. Trade suppliers are owed $16.7 million, according to a court filing. Affiliates of Whippoorwill Associates Inc. control 68.5 percent of the equity, while Istithmar World PJSC, an investment firm owned by the government of Dubai, has 19.1 percent, according to court papers. Unless other liquidators make a better offer at auction, Loehmann's intends to have the store-closing sales conducted by a joint venture among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty Partners LLC. They are offering $19 million cash plus 25 percent of net proceeds from the sale of additional merchandise they bring to the sale. They will also pay 25 percent from sales of intellectual property and leases. All of Loehmann's stores are leased. Loehmann's, founded in 1921, wants to hold an auction on Dec. 30 for liquidation rights. Whippoorwill owned 70 percent of Loehmann's secured notes in the prior bankruptcy, which eliminated $110 million in long-term debt. The first Loehmann's bankruptcy was a 14-month Chapter 11 reorganization completed in September 2000. At the time the chain had 44 stores in 17 states. The second bankruptcy culminated in a reorganization plan implemented in March 2011. It was acquired by Istithmar in July 2006 in a $300 million transaction. The new case is In re Loehmann's Holdings Inc., 13-14050, U.S. Bankruptcy Court, Southern District of New York (Manhattan). The prior case was In re Loehmann's Holdings Inc., 10-16077, in the same court. LOEHMANN'S HOLDINGS: Judge Declines Some Approvals During Hearing ----------------------------------------------------------------- Stephanie Gleason, writing for Daily Bankruptcy Review, reported that a bankruptcy judge accused Loehmann's Holdings Inc. of attempting to "cram down" its liquidation sale during the Christmas holiday and declined to approve several motions on Dec. 17. The new case is In re Loehmann's Holdings Inc., 13-14050, U.S. Bankruptcy Court, Southern District of New York (Manhattan). The prior case was In re Loehmann's Holdings Inc., 10-16077, in the same court. The first Loehmann's bankruptcy was a 14-month Chapter 11 reorganization completed in September 2000. At the time the chain had 44 stores in 17 states. The second bankruptcy culminated in a reorganization plan implemented in March 2011. It was acquired by Istithmar in July 2006 in a $300 million transaction. LONE PINE: Files CCAA Restructuring Plan in Alberta Court --------------------------------------------------------- Lone Pine Resources Inc. on Dec. 17 disclosed that the Company and its subsidiaries have filed with the Court of Queen's Bench of Alberta a plan of compromise and arrangement under the Companies' Creditors Arrangement Act relating to their previously-announced restructuring plan. The Plan provides for, among other things, the conversion of outstanding 10.375% senior notes due 2017 and other unsecured debt into new common shares, an offering of new preferred shares to eligible affected creditors to raise between US$100 million and US$110 million in new capital, and the cancellation of all outstanding shares of Lone Pine common stock. Current shareholders of the Company will not receive any distributions under the Plan. The Court has also authorized the Company and its subsidiaries to call and hold meetings of their affected unsecured creditors to consider and vote on the Plan. The creditors' meetings have been called for Monday, January 6, 2014, and an information circular and other materials relating to the meetings have been sent to affected unsecured creditors in accordance with the Court's order. Separate meetings will be held for the affected unsecured creditors of each of the Company and its subsidiaries. The Circular includes a copy of the Plan and a report of PricewaterhouseCoopers Inc., the Court-appointed monitor of Lone Pine and its subsidiaries, regarding, among other things, its assessment of the Plan and its conclusion that the Plan is, in its view, fair and reasonable. Copies of the Plan, the Monitor's report thereon, the Circular and other meeting materials have also been posted on the Monitor's website at http://www.pwc.com/car-lpr In order to be approved by the relevant class of affected creditors, the Plan must be approved at the meeting of that class by a majority in number of affected creditors with voting claims representing at least two-thirds in value of the total voting claims of all such unsecured creditors who vote in person or by proxy at the meeting. Pursuant to the Court's order, current shareholders of the Company do not vote on the Plan. If the Plan is approved by the required majorities of affected creditors, Lone Pine intends to apply to the Court for an order under the CCAA sanctioning and approving the Plan. A hearing before the Court for the sanction order is currently scheduled to commence on Thursday, January 9, 2014. Implementation of the Plan is subject to creditor and court approvals as well as various other conditions described in the Plan. The stay of proceedings against Lone Pine, its subsidiaries and its directors and officers, initially ordered by the Court on September 25, 2013 in connection with the commencement of creditor protection proceedings under the CCAA and subsequently recognized by the United States Bankruptcy Court for the District of Delaware under Chapter 15 of the United States Bankruptcy Code, remains in effect and has most recently been extended to and including January 10, 2014. Further information regarding the Company's restructuring proceedings under the CCAA and Chapter 15, including copies of all court orders and previously-filed reports of the Monitor, are available on the Monitor's website at http://www.pwc.com/car-lpr The securities to be offered in connection with the restructuring have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws and, unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The preferred shares will be offered only to accredited investors as such term is defined under Section 501 of Regulation D under the Securities Act. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the securities nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. About Lone Pine Resources Calgary, Canada-based Lone Pine Resources Inc. is an independent oil and gas exploration, development and production company with operations in Canada. The Company's reserves, producing properties and exploration prospects are located in the provinces of Alberta, British Columbia and Quebec, and in the Northwest Territories. The Company is incorporated under the laws of the State of Delaware. Lone Pine entered bankruptcy protection in Canada on Sept. 25, 2013, under the Companies' Creditors Arrangement Act and received an initial protection order from an Alberta court the same day. Lone Pine Resources simultaneously filed for Chapter 15 protection in Delaware in the United States (Bankr. D. Del. Case No. 13- 12487) to seek recognition of the CCAA proceedings. Lone Pine, LPR Canada and all other subsidiaries of the Company are parties to the CCAA and Chapter 15 proceedings. Lone Pine is being advised by RBC Capital Markets, Bennett Jones LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in connection with the restructuring, with Wachtell, Lipton, Rosen & Katz LLP providing independent advice to the Company's board of directors. The Supporting Noteholders are being advised by Goodmans LLP and Stroock & Stroock & Lavan LLP. LOUDOUN HEIGHTS: Files for Chapter 11 in Virginia ------------------------------------------------- Loudoun Heights, LLC, sought Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 13-15588) in Alexandria, Virginia, on Dec. 16, 2013, without stating a reason. The Debtor filed together with Chapter 11 petition its schedules disclosing $13.1 million in total assets and $4.85 million in total liabilities. The Debtor, in the business of providing farm and conservation credits, owns a 166.5-acre property in Purcellville, Virginia, valued at $5.6 million, and pledged as collateral to a $4.36 million debt to M&T Bank. The Debtor also owns an additional 313- acre property in Purcellville. A copy of the schedules filed with the petition is available for free at: http://bankrupt.com/misc/Loudoun_SAL_Petition.pdf The Debtor is represented by Frank Bredimus, Esq., at Law Office of Frank Bredimus, in Hamilton, Virginia. According to a Rule 2016(b) statement, Mr. Bredimus has agreed to be paid $350 per hour for his legal services. LOUDOUN HEIGHTS: Case Summary & 6 Unsecured Creditors ----------------------------------------------------- Debtor: Loudoun Heights, LLC 12022 Meadowville Court Herndon, VA 20170 Case No.: 13-15588 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: Frank Bredimus, Esq. LAW OFFICE OF FRANK BREDIMUS 16960 Ivandale Rd. Hamilton, VA 20158 Tel: 571-344-2278 Fax: 540-751-1008 Email: Fbredimus@aol.com Total Assets: $13.10 million Total Debts: $4.84 million The petition was signed by Joe Bane, sole manager. List of Debtor's six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Little Piney Run Estates, LLC $364,645 12022 Meadowville Ct. Herndon, VA 20170 Walsh Colucci, Lubley, Emrich $57,587 & Walsh County of Loudoun $49,130 Hirschler Fleischer $9,453 Stantec $1,880 Virginia Department of Taxation $1,342 MADISON PARK CHURCH: To Repay Creditors Fully in 25 Years --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Madison Park Church of God in Anderson, Indiana, has a green light to exit bankruptcy under a Chapter 11 plan approved when a judge in Indianapolis signed a confirmation order on Dec. 13. According to the report, the church filed for Chapter 11 protection in July after the General Motors Co. plant in town closed. The church had purchased a 200-acre site in 2007 and built a new church using three bridge loans. One $6 million loan matured in July and couldn't be repaid because the church was unable to sell some of the real estate. The plan, accepted by all creditor classes, is designed to pay off a $5.6 million secured claim over 10 years. A $6.8 million first mortgage is to be paid fully over 20 years, while a $8.8 million claim on two issues of unsecured bonds is due for payment in full over 25 years. The church listed assets of $9.9 million against debt totaling $22 million, including $18.7 million in secured claims. Anderson is 43 miles (69 kilometers) northeast of Indianapolis. The Madison Park Church of God in Anderson, Indiana, filed a petition for Chapter 11 reorganization (Bankr. S.D. Ind. Case No. 13-07430) on July 12, 2013, in Indianapolis, saying it was the victim of the recession and the closing of a General Motors Co. plant. MAGYAR TELECOM: NY Bankr. Court Recognizes English Scheme --------------------------------------------------------- The English Court on Dec. 3 sanctioned a scheme of arrangement in respect of a non-UK company in the case of Re Magyar Telecom B.V. [2013] EWHC 3800 (Ch). According to a client briefing by Clifford Chance -- http://is.gd/V8h5Vb-- the case is of particular interest as it confirms that the English Court is willing to approve schemes which (1) compromise NY law governed bonds and (2) vary/release rights against third parties. It also confirms that schemes should benefit from recognition in Europe under the Judgments Regulation. In addition, on Dec. 11 the New York Bankruptcy Court recognized the English scheme in respect of Magyar under Chapter 15 of the US Bankruptcy Code as a foreign main proceeding providing for related relief and giving full force and effect to the scheme and related documents in the US. Clifford Chance LLP is a limited liability partnership registered in England & Wales under number OC323571. The firm's registered office and principal place of business is at 10 Upper Bank Street, London, E14 5JJ. The firm uses the word "partner" to refer to a member of Clifford Chance LLP or an employee or consultant with equivalent standing and qualifications. The firm is authorised and regulated by the Solicitors Regulation Authority. 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. MASTER AGGREGATES: Employs Charles A. Cuprill as Attorney --------------------------------------------------------- Master Aggregates Toa Baja Corporation seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Charles A. Cuprill, P.S.C., Law Offices, as attorneys. The Debtor has employed the firm on the basis of a $10,000 retainer against which the law firm will bill on the basis of $350 per hour, plus expenses, for work performed or to be performed by Charles A. Cuprill-Hernandez, Esq. -- ccuprill@cuprill.com ; $225 per hour for any senior associate; $150 per hour for junior associates; and $85 per hour for paralegals. The firm assures the Court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Master Aggregates Toa Baja Corporation filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on Dec. 11, 2013. Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan, serves as counsel. MASTER AGGREGATES: Taps Carrasquillo as Financial Consultant ------------------------------------------------------------ Master Aggregates Toa Baja Corporation seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ CPA Luis R. Carrasquillo & Co., P.S.C., as financial consultant to assist it in the financial restructuring of its affairs by providing advice in strategic planning and the preparation of the Debtor's plan of reorganization and disclosure statement, determination of the Debtor's assets, and participating in the Debtor's negotiations with creditors and parties-in-interest. The Debtor has employed Carrasquillo on the basis of a $12,500 advance, against which the firm will bill as per the hourly billing rates of its professionals. The firm assures the Court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Master Aggregates Toa Baja Corporation filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on Dec. 11, 2013. Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan, serves as counsel. METRO AFFILIATES: Lunenburg Bids Out New School Transport Contract ------------------------------------------------------------------ The School Department of the Town of Lunenburg will be accepting bids for the Transportation of School Children for the period beginning on Jan. 1, 2014 through June 30, 2016. The scope of services to be awarded in the contract will be Jan. 1, 2014 to June 30, 2015. At the Town's discretion, a follow-on contract for the remaining period may be awarded to the selected bidder. The decision to award a contract is contingent upon the outcome of the Chapter 11 case of Metro Affiliates, Inc., et al. If the bankruptcy court does not allow the debtor's petition to terminate its current contract with Lunenburg Public Schools, this invitation for bids will be revoked. Bid proposals shall be signed by an authorized company official and submitted in a sealed envelope plainly marked on the outside, "BID PROPOSAL FOR TRANSPORTATION OF SCHOOL CHILDREN" and must be addressed to the Town of Lunenburg, School Department, 1025 Massachusetts Avenue, Lunenburg, MA 01462 and will be received no later than 4:00 P.M., December 30, 2013, at which time all bids will be publicly opened and read aloud. All proposals must comply in all respects with the instructions, conditions, specifications, and other requirements in the IFB. Bids and further information can be obtained from the Office of the Superintendent, 1025 Massachusetts Avenue, Lunenburg, MA 01462, telephone number 978-582-4100, between 8:00 A.M. and 4:00 P.M., Monday through Friday, until the scheduled proposal submission date of 4:00 P.M., December 30, 2013. Interested parties may email Sandra Curley, School Business Manager -- scurley@lunenburgonline.com -- to request a copy of the Invitation for Bids, including specifications, be sent via electronic mail. The Town of Lunenburg reserves the right to waive any informality or irregularities in or to reject any and all proposals, and to make an award in any manner consistent with the law and deemed to be in its best interest. About Metro Affiliates Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). The case is assigned to Judge Sean Lane. Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, previously sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. MGM RESORTS: Moody's Rates New $500MM Sr. Unsecured Notes 'B3' -------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to MGM Resorts International's proposed $500 million senior unsecured guaranteed note offering. Moody's affirmed the company's B2 Corporate Family and Probability of Default ratings, Ba2 senior secured ratings, B3 senior unsecured ratings, and (P)Caa1 senior subordinated ratings. MGM has an SGL-3 Speculative Grade Liquidity rating and a stable rating outlook. The net proceeds of the proposed senior unsecured notes will be used to repay the company's existing 5.875% senior notes due February 2014. "MGM's proposed note issuance will push out debt maturities thereby improving the company's liquidity position," stated Peggy Holloway, Vice President and Senior Credit Officer. The proposed notes will be guaranteed by domestic subsidiaries, except for Nevada Landing Partnership, MGM Grand Detroit, LLC and its subsidiaries and MGM China Holdings Limited and its subsidiaries. Nevada Landing partnership will not become a guarantor unless and until Illinois gaming approval is obtained. Ratings Rationale: The rating assignments and affirmation of MGM's B2 Corporate Family rating reflects its high leverage, sluggish gaming demand in the U.S., and refinancing risk with bond maturities of $2.3 billion in 2015. As of the September 30, 2013, MGM's lease and pension adjusted debt/EBITDA excluding the debt and EBITDA of its 51% owned joint venture, MGM China, was 10.5 times; 8.2 times including MGM's share of the MGM China joint venture; 6.9 times on a fully consolidated basis. In 2014, Moody's expects very modest growth in gaming demand and higher group and convention business to Las Vegas to drive a 4%-5% increase in EBITDA resulting in standalone debt/EBITDA of about 9.5 times by year-end. The company's casino properties are well located along the Las Vegas Strip. Historically, the company's properties generated higher EBITDA margins than many of their competitors demonstrating strong operational expertise which also support ratings. MGM's ratings also take into account the solid credit profile of its MGM China joint venture - an asset Moody's believes will provide a source of cash via semi-annual distributions. MGM China's debt/EBITDA is less than 1.0 times. Year to date through September 30, 2013, MGM China declared dividends totaling $613 million (MGM's share $313 million). In 2015, MGM has aggregate refinancing needs of $2.3 billion (comprised of its 4.25% $1.45 billion convertible notes due April 2015 and its 6.625% $875 million notes due July 2015). Moody's notes, to the extent MGM's stock price remains above $18.58; the possibility of conversion is more likely thereby reducing refinancing risk. MGM does not have sufficient capacity under its $1.2 billion revolver to support its aggregate $2.3 billion refinancing needs in 2015, however, Moody's expects the company will continue to pro-actively manage its liquidity in light of these maturities. The stable rating outlook reflects Moody's view that the Las Vegas Strip will continue a slow recovery path that will boost EBITDA in the mid-single digits, and that MGM will use cash distributions received from MGM China to offset refinancing risk. The ratings could be downgraded if improving operating conditions in Las Vegas stall or MGM is unable to manage its liquidity profile. Given MGM's high leverage, Moody's does not expect upward rating momentum. However, MGM's ratings could be raised if the Las Vegas Strip's recovery gains greater momentum -- particularly sustained growth in gaming revenue --, and if the company can improve debt/EBITDA materially. Ratings assigned: MGM Resorts International Proposed $500 million 6.25 year senior unsecured notes at B3 (LGD 4, 66%) Rating affirmed and LGD assessments revised where applicable Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured bank facilities at Ba2 (LGD 2, 10%) from (LGD 2, 11%) Senior unsecured notes at B3 (LGD 4, 66%) from (LGD 4, 67%) Senior unsecured shelf at (P)B3 Senior subordinated shelf at (P)Caa1 Subordinated shelf at (P)Caa1 Speculative Grade Liquidity at SGL-3 Mandalay Resort Group Senior unsecured notes at B3 (LGD 4, 66%) from (LGD 4, 67%) MGM Resorts International owns and operates 15 wholly-owned properties located in Nevada, Mississippi and Michigan, and has investments in three other properties in Nevada, New Jersey and Illinois. MGM has a 51% interest in MGM Grand Macau, a hotel- casino resort in Macau S.A.R. and a 50% interest in CityCenter, a multi-use resort in Las Vegas, Nevada. MGM generates annual net revenue of approximately $9.6 billion on a consolidated basis and approximately $6.5 billion excluding Macau. MGM RESORTS: S&P Assigns 'B+' Rating to $500MM Sr. Unsecured Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned Las Vegas-based MGM Resorts International's proposed $500 million of senior unsecured notes due 2020 its 'B+' issue-level rating, with a recovery rating of '4', indicating S&P's expectation for average (30% to 50%) recovery for lenders in the event of a payment default. MGM plans to use proceeds from the new notes for general corporate purposes, which may include repaying a portion of its 5.875% senior notes due February 2014 at maturity. All other ratings, including S&P's 'B+' corporate credit rating, remain unchanged. The rating outlook is stable. S&P's "fair" business risk profile assessment takes into account MGM's limited geographic diversity outside Las Vegas, highly competitive dynamics in both the Las Vegas and Macau gaming markets, and high levels of anticipated cash flow volatility over the economic cycle given the company's concentration in destination markets and the discretionary nature of consumer spending in the gaming industry. Additionally, MGM is exposed to China's "moderately high" country risk, as property level EBITDA in Macau accounts for about one-third of total property level EBITDA. The company's leadership position on the Las Vegas Strip and its presence in the Macau market partly offset the negative factors. S&P views the Las Vegas and Macau gaming markets favorably because they cater to high population or visitor bases with high propensities to game. Additional factors that mitigate risk include strong brand identity, MGM's ability to reinvest sufficiently in its assets to sustain asset quality, and some level of revenue diversity across gaming and nongaming amenities. "Our assessment of MGM's financial risk profile as "highly leveraged" reflects our expectation that consolidated leverage (including MGM China) will remain elevated, in the low- to mid-6x area through 2015. Our measure of leverage assumes that the convertible notes due 2015 are refinanced with debt. Our expectation that EBITDA interest coverage will remain above 2x (good, given our leverage expectation), and our expectation that MGM will retain access to capital markets to address about $2.3 billion of maturities due 2015, partially offset the negative factors," S&P said. S&P applies an upward adjustment of one notch to the company's 'b' anchor score for comparable analysis. This is based on S&P's view that MGM's competitive position is stronger than other business assessments it deems as "fair," because of the favorable and deep markets in which it operates, its leadership on the Las Vegas Strip and its diversity of properties across that market, its diversity of revenue across both gaming and nongaming amenities in Las Vegas, and its relatively large scale. MICHAELS STORES: S&P Assigns 'CCC+' Rating to $260MM Sub. Notes --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'CCC+' issue-level rating to Irving, Texas-based arts and crafts retailer Michaels Stores Inc.'s proposed $260 million senior subordinated notes due 2020, with a recovery rating of '6', indicating S&P's expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default. The 'CCC+' rating is two notches below the 'B' corporate credit rating. According to the company, it plans to use net proceeds, along with cash on hand, to redeem its outstanding 11.375% senior subordinated notes due 2016. Even though the proposed refinancing will materially lower interest expense on the specific debt issue, S&P do not anticipate it to have a meaningful impact on consolidated credit protection measures. Michaels debt leverage was 4.9x at third-quarter ended Nov. 2, 2013, which remains in line with S&P's expectations. Standard & Poor's Ratings Services' ratings on Michaels reflect its assessment of the company's business risk profile as "fair" and the financial risk profile as "highly leveraged". Michaels is the market leader in the arts and crafts industry, primarily owned by financial sponsors, Bain Capital and The Blackstone Group. There is significant seasonality in the company's business, as S&P estimates the fourth quarter accounts for about one-third of sales and nearly 50% of operating income. For the latest corporate credit rating rationale, see Standard & Poor's research update on Michaels Stores Inc. published on July 24, 2013. RATINGS LIST Michaels Stores Inc. Corporate Credit Rating B/Stable/-- New Rating Michaels Stores Inc. $260M snr subordinate notes due 2020 CCC+ Recovery Rating 6 MJC AMERICA: Seeks Authority to Use Cash Collateral to Operate -------------------------------------------------------------- MJC America, Ltd., seeks authority from the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, to use cash collateral to fund ongoing business operations including the payment of wages, taxes, rent, utilities and other ordinary and necessary expenses. The Debtor has total obligations of approximately $15.5 million, including a secured obligation to East West Bank in the amount of $2.17 million. Other obligations included about $7 million in trade payables and $3.3 million in insider loans. The Debtor seeks to pay professional fees that may be incurred following the depletion of retainers. MJC America, Ltd., doing business as Soleus Air System, -- http://www.soleusair.com/-- which sells Soleus-branded air conditioners and heaters in the U.S., filed for bankruptcy protection under Chapter 11 (Bankr. C.D. Cal. Case No. 13-39097) in Los Angeles on Dec. 10, 2013. MJC disclosed $14.0 million in total assets and $15.9 million in liabilities in its schedules. Accounts receivable of $9.22 million and inventory of $4.12 million comprise most of the assets. East West Bank has a scheduled secured claim of $2.1 million on a line of credit, and Hong Kong Gree Electric Appliances Sales, Ltd., is owed $4.07 million, but only $288,000 is secured. MJC America is represented by David A. Tilem, Esq., at Law Offices of David A. Tilem, in Glendale, California. MJC AMERICA: Section 341(a) Meeting Scheduled for Jan. 24 --------------------------------------------------------- A meeting of creditors in the bankruptcy case of MJC America, Ltd., will be held on Jan. 24, 2014, at 10:00 a.m. at RM 5, 915 Wilshire Blvd., 10th Floor, Los Angeles, CA, 90017. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. MJC America, Ltd., doing business as Soleus Air System, filed for bankruptcy protection under Chapter 11 (Bankr. C.D. Cal. Case No. 13-39097) in Los Angeles, California on Dec. 10, 2013. Simon Chu signed the petition as authorized individual. The Debtor disclosed total assets of $13.98 million and total debts of $15.92 million. The Debtor is represented by David A Tilem, Esq., at Law Offices of David A Tilem, in Glendale, CA. Judge Sandra R. Klein presides over the case. MONTREAL MAINE: Wins 90-Day Extension to Decide on Leases --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maine in an order dated Nov. 25, 2014, extended by 90 days the 120-day period for Robert J. Keach, Esq., the duly appointed trustee for Montreal, Maine & Atlantic Railway Ltd., to assume or reject non-residential real property leases. The Chapter 11 trustee sought for a 90-day extension to assume or reject the leases. An unexpired lease of nonresidential real property under which the Debtor is the lessee is deemed rejected if the trustee does not assume or reject the unexpired lease within 120 days of the order for relief, unless the Court extends the 120-day period for 90 days on the motion of the trustee for cause. Prior to the Petition Date, the Debtor (or its predecessor in interest) entered into these nonresidential real property leases: a) Larson Easement; b) Medford Easement; c) Hermon Office Lease; d) Jackman Ground Lease; e) Cyr Mountain Lease; f) Parkhurst Siding Lease; and g) Bailey Hill Lease. 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. MONTREAL MAINE: Group Wants Victims' Committee Order Revised ------------------------------------------------------------ An unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims of the massive explosion in Lac-Megantic, Quebec, caused by the derailment of a train operated by Montreal Maine & Atlantic Railway, Ltd., asked the Bankruptcy Court to modify its Order authorizing the appointment of a Victims' Committee entered on Oct. 18, 2013, so as to address fatal flaws in the committee appointed pursuant thereto. The WD Committee stated that two motions seeking an official creditors' committee have been filed in the case. Certain of the Wrongful Death Claimants filed a motion seeking a committee to represent all wrongful death claimants. An informal committee consisting of Canadian governmental units and a putative class representative in an uncertified Canadian class action lawsuit sought appointment of a victims' committee that would include its members and perhaps other persons. The WD Committee noted that the experiment of trying to form a broadly-representative official committee has not borne fruit. In this relation, the WD Committee requested for a quick and decisive ending the committee experiment so as to encourage key victim constituencies to get down to the real business of the case. The WD Committee is represented by George W. Kurr, Jr., Esq., at GROSS, MINSKY & MOGUL, P.A.; Daniel C. Cohn, Esq., at MURTHA CULLINA LLP; Peter J. Flowers, Esq., at MEYERS & FLOWERS, LLC; Jason C. Webster, Esq., at THE WEBSTER LAW FIRM; and Mitchell A. Toups, Esq., at Weller, Green, Toups & Terrell LLP. 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. MSD PERFORMANCE: Z Capital Buys Business via Debt Swap ------------------------------------------------------ MSD Performance Group on Dec. 16 disclosed that it has been acquired by Hot Rod Brands, LLC, an affiliate of Z Capital Partners, L.L.C. MSDP sells products under the MSD, Racepak, Powerteq, Edge and Superchips brands. The transaction is scheduled to close this week. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Z Capital Partners, as agent for secured lenders, bought the business in exchange for $78 million in secured debt. In addition, it paid $627,000 cash to cover the cost of wrapping up the bankruptcy and $3.2 million for attorneys' fees incurred in the Chapter 11 case. The sale was approved on Nov. 26 by the U.S. Bankruptcy Court in Delaware. Z Capital is a private equity firm with approximately $1.2 billion of regulatory assets and committed capital with offices in Lake Forest, Illinois and New York, New York. The firm specializes in investing in companies with a strong product line and top tier brand recognition. The group leverages its operational expertise in actively working with the management teams of their portfolio companies to enhance enterprise value. "We are excited to add MSDP to the Z Capital portfolio of companies and believe it to be a terrific growth platform. We will work with the management team to continue to be a market leader and deliver cutting edge products to our loyal customer base. MSDP represents substantial brands within the performance segment and we look forward to further solidifying and growing that brand recognition," said James J. Zenni, President and Chief Executive Officer of Z Capital. MSD Performance looks forward to the future as the combination of a stronger balance sheet and focused ownership will allow for an even greater ability to serve consumers with exciting new products and technology. In recent years MSD Performance has expanded its portfolio of products and technology including the award-winning Atomic brand Fuel Injection systems, Flashcal brand Jeep hand-held programmer, Vigilante brand Harley tuning products and this year's SEMA Show introduction of Brainwave(R), the new Vehicle Management Network that allows aftermarket components to utilize a common technology platform for complete vehicle communication. Ron Turcotte, MSDP's CEO, said, "Our restructuring allows us to be positioned for substantial growth through an even greater ability to serve our customers with new, innovative product offerings and a higher level of customer service." Over the last few years MSD Performance Group has been the Innovation Leader in game-changing technology for the aftermarket. SEMA supported this belief with the recognition of Todd Petersen -- MSDP Chief Innovation Officer -- as this year's recipient of the Gen-III Innovation award. About MSD Performance MSD Performance, Inc., headquartered in El Paso, Texas, operates in the power sports enthusiast and professional racer markets where the company maintains leading market share positions across all of its product categories under the MSD Ignition(R), Racepak(R) and Powerteq(R) brands. The company's facilities encompass over 220,000 square feet in six buildings, five of which are located across the U.S. and one in Shanghai, China. MSD Performance and its U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6, 2013. Ron Turcotte signed the petitions as CEO. The Debtors disclosed $30,305,656 in assets and $129,242,63 is liabilities as of the Chapter 11 filing. The Debtors' restructuring counsel is Jones Day. Their investment banker is SSG Advisors, LLC. The Debtors are also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. The Official Committee of Unsecured Creditors appointed in the case retained Blank Rome LLP as counsel, and Carl Marks Advisory Group LLC as financial advisors. MT LAUREL LODGING: Bank Balks at Continued Access to Cash --------------------------------------------------------- The National Republic Bank of Chicago, by and through its counsel, Bose McKinney & Evans LLP and Stark & Stark, PC, objected to Mt. Laurel Lodging Associates, LLP's motion for authorization to use cash collateral. According to NRB, the Debtor and Bank have stipulated, for purposes of the motion only, that the Bank is undersecured and there is no equity cushion in the property securing the Bank's secured claim. The Bank noted that the Debtor's decision to stockpile cash at the expense of the Bank and unsecured creditors calls into question the motives and competency of the present management. As reported in the Troubled Company Reporter on Nov. 26, 2013, Judge Robyn L. Moberly in mid-November entered an interim order authorizing the Debtor to use the Bank's cash collateral. The Debtor's use of cash collateral is authorized only through Dec. 20, 2013, and may not be extended other than on the express written consent of NRB or by Court order. According to the Court's Nov. 15 order, the Debtor may not make any payments during the interim period to Sun Development & Management Corporation or Access Point Financial, Inc. As adequate protection, the Debtor will continue operating the Hotel and using Cash Collateral to pay operating expenses of the hotel as set forth in the budget. The Debtor will provide financial reporting to NRB on or before the twentieth day following the final day of every month. A final hearing on the Debtor's request to use NRB's cash collateral will be held Dec. 20, 2013 at 10:00 a.m. The TCR on Nov. 14 reported on NRB's objection to the Debtor's proposed use of cash collateral. NRB complained that the Debtor has failed to offer the Bank any adequate protection in the form of a replacement lien on unencumbered assets or to prove that the Bank is protected by an equity cushion in the hotel. About Mt. Laurel Lodging Associates Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 13-11697) on Nov. 4, 2013. Bankruptcy Judge Robyn L. Moberly presides over the case. Brian A. Audette, Esq., at Perkins Coie LLP, and Andrew T Kight, Esq., at Taft, Stettinius & Hollister LLP represent the Debtor in their restructuring efforts. The Debtor estimated assets and debts at $10 million to $50 million. The petitions were signed by Bharat Patel, general partner. NGPL PIPECO: S&P Cuts Corp. Credit Rating to B-; Outlook Negative ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Houston-based NGPL PipeCo LLC to 'B-' from 'B'. The outlook is negative. S&P also lowered its rating on the company's senior secured notes to 'B-' from 'B'. The '3' recovery rating on the notes is unchanged, indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of default. The downgrade reflects S&P's expectation that NGPL's financial measures will remain weak into 2014 because transportation and storage rates have been lower than expected through the third quarter of 2013. Excess natural gas supplies in the Midcontinent region have effectively eliminated meaningful price differences that would result in more reliable and robust cash flow, and, consequently, leverage has increased to a greater degree than previously anticipated while covenant cushions have continued to decrease, and S&P believes that they will continue to tighten. In addition, liquidity has weakened to a concerning degree, and could be exhausted during late 2014 under adverse circumstances. During the third quarter of 2013, the sponsors retained $50 million at the holding company level, which S&P believes could be used for possible equity cures, demonstrating some level of sponsor support that could prove important should covenants be breached. "The negative rating outlook reflects our expectation that NGPL's liquidity position and cushion under its financial covenants will be very tight and that debt to EBITDA and EBITDA to interest coverage will be more than 9.5x and about 1.3x, respectively. Its liquidity profile could weaken further during 2014," said Standard & Poor's credit analyst Michael Ferguson. Although the current ratings take into account S&P's assessment of the reduced transportation rates and low natural gas prices, S&P could lower the ratings if market conditions, key credit measures, and the liquidity profile notably deteriorated. Specifically, prolonged EBITDA interest coverage of less than 1.25x and debt to EBITDA sustained above 9.61x could warrant a lower rating. S&P would not expect to raise the rating unless it saw a material change in the company's financial risk profile, such that the company sustained debt to EBITDA at less than 8x and EBITDA interest coverage of at least 1.5x, which it could achieve by reducing debt or improving EBITDA levels; however, S&P do not believe this is likely during the next three years. In addition, improvements in the liquidity profile of the company could help ease downward pressure on the rating. NNN CYPRESSWOOD: Case Dismissal Hearing Continued Until Feb. 5 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois continued until Feb. 5, 2014, at 10:30 a.m., the hearing to consider the motion to dismiss or convert to liquidation in Chapter 7 NNN Cypresswood Drive 25 LLC's Chapter 11 bankruptcy case. As reported in the Troubled Company Reporter on Nov. 19, 2013, the U.S. Trustee asked the bankruptcy court to enter an order dismissing the Debtor's Chapter 11 case, saying the automatic stay has been lifted on the Debtor's sole asset and the Debtor cannot confirm a plan of reorganization. The Bankruptcy Judge entered an order on Oct. 24, 2013, approving the motion of secured creditor WBCMT 2007-C33 Office 9720 for relief from the automatic stay. About NNN Cypresswood Drive NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), has principal assets located at 9720 & 9730 Cypresswood Drive, in Houston, Texas. The Debtor valued its assets and liabilities at less than $50 million. In its schedules, the Debtor disclosed assets of Unknown amount and $35,181,271 in liabilities as of the Chapter 11 filing. Michael L. Gesas, Esq., at Arnstein & Lehr LLP, in Chicago, represent the Debtor as counsel. Mubeen M. Aliniazee and Highpoint Management Solutions, LLC, serve as the Debtor's financial consultant. No trustee, examiner, or statutory creditors' committee has been appointed in this chapter 11 case. NNN PARKWAY: Hires McNutt Law as Bankruptcy Counsel --------------------------------------------------- NNN Parkway Corporate Plaza 3, LLC seeks permission from the U.S. Bankruptcy Court for the Central District of California to employ McNutt Law Group LLP as bankruptcy counsel, effective Nov. 14, 2013. In the course of the Chapter 11 case, the Debtor will need the advice of counsel and services of attorneys to enable it to act in accordance with the Bankruptcy Code, to secure whatever Court authority may be necessary in connection herewith, to advise and perform legal services in regard to business matters and reorganization, and to represent Debtor in matters which may arise in the context of the Chapter 11 case. McNutt Law will be paid at these hourly rates: Attorneys $300-$550 Paralegals & Law Clerks $100-$160 McNutt Law will also be reimbursed for reasonable out-of-pocket expenses incurred. McNutt Law received an aggregate retainer in the amount of $50,000 prior to the filing of the Debtor's case for fees and expenses in connection with general insolvency advice and the Debtor's Chapter 11 case. The pre-petition retainer was paid in two installments by Daymark Realty Properties, Inc. This entire amount was expended in services rendered to Debtor and costs prior to the commencement of the case, leaving a pre-petition retainer balance of zero. Scott H. McNutt, partner of McNutt Law, 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. McNutt Law can be reached at: Scott H. McNutt, Esq. MCNUTT LAW GROUP LLP 188 The Embarcadero, Suite 800 San Francisco, CA 94105 Tel: (415) 995-8475 Fax: (415) 995-8487 NNN Parkway Corporate Plaza 3, which owns 17.25% tenant-in-common interest in four parcels in the real property commonly referred to as Parkway Corporate Plaza, in Roseville, California, sought protection under Chapter 11 of the Bankruptcy Code on Nov. 14, 2013 (Case No. 13-19322, Bankr. C.D. Calif.). The Debtor is represented by Scott H.McNutt, Esq., Michael C. Abel, Esq., and Thomas B. Rupp, Esq., at McNutt Law Group LLP, in San Francisco, California; and Robert A. Hessling, Esq., and Matthew F. Kennedy, Esq., at ROBERT A. HESSLING, APC, in Torrance, California. U.S. Bank is represented by Keith C. Owens, Esq. -- kowens@venable.com -- and Jennifer L. Nassiri, Esq. -- jlnassiri@venable.com -- at Venable LLP, in Los Angeles, California. NORSE ENERGY: New York State Sued to End Fracking Delays -------------------------------------------------------- The West Firm, PLLC on Dec. 17 disclosed that this litigation follows on the heels of statements made by Governor Cuomo and Dr. Shah following a public Cabinet Meeting yesterday that there is no end in sight for the ongoing 5 1/2 year review of fracking in New York. Dr. Shah confirmed that he is continuing to review new studies as they become available. When questioned when the process would be done, Dr. Shah responded: "When I'm done." When questioned about the transparency in the process, Dr. Shah confirmed that his review would not be open to public scrutiny until it is final. Governor Cuomo added: "My timeline is whatever Commissioner Shah needs to do it right and feel comfortable . . . and whatever Commissioner (Joe) Martens feels to be comfortable," he said. "And I don't want to put any undue pressure on them that would artificially abbreviate what they're doing." Tom West, the Managing Partner of The West Firm, PLLC, an Albany- based firm that specializes in this type of litigation, said: "This open-ended timetable and lack of transparency is an abuse of power and nothing more than a sham excuse for political delay. The decision to delay the development of our indigenous natural gas resources will go down in history as one of the great economic blunders of all times. Billions of dollars have been injected into the economies of the many other states in this country that have joined the shale revolution and help to put America on a path to economic prosperity and energy independence." Mr. West further added: "Norse Energy and its investors have lost more than $100 million by reason of this delay." "Since this litigation was announced, Landowners have contacted me to thank me for bringing this action, complaining that they have lost their farms and their lives have been ruined as a result of the inability to participate in the shale revolution." Norse Energy Corp., USA, originally sought reorganization protection of the United States Bankruptcy Court to help it weather the delay that was being occasioned by the 5 1/2 year review process in New York State, but was later forced into liquidation proceedings when an auction of some of the New York assets of Norse failed to produce any responsible bidders. Mr. West added: "New York ranks dead last in the country and 119th in the world, just ahead of Yemen, a country with known terrorist activities, as a suitable place for investment in the oil and gas industry. This terrible business reputation is a direct result of the inability of New York State to finalize standards for fracking. James Lobdell also joined the litigation because of his personal loss as a result of the Norse liquidation. Mr. West stated: "Petitioner James Lobdell, a disabled veteran, lost more than $20,000, which was his nest egg for the future, and there are many other investors who lost millions of dollars as a result of this bankruptcy. Governor Cuomo and his agency heads need to understand that they are causing real harm to citizens of New York State in addition to squandering away what is probably the most significant economic opportunity in the history of New York." Background: The litigation was commenced in Albany County Supreme Court to compel finalization of the long overdue Supplemental Generic Environmental Impact Statement (SGEIS) relative to high-volume hydraulic fracturing in New York State that has been ongoing for 5 1/2 years. The litigation, which names Joseph Martens, the Commissioner of the New York Department of Environmental Conservation, Dr. Nirav Shah, the Commissioner of the New York Department of Health, and Governor Cuomo as Respondents, seeks: (1) Mandamus relief to compel finalization of the SGEIS; (2) A determination that the referral to Dr. Shah is illegal under the State Environmental Quality Review Act; (3) An order of prohibition, prohibiting Governor Cuomo from further delaying the process;(4) A jury trial if New York State responds by offering additional lame excuses for delay; and(5) Public review of all of the interagency communications, including communications from and to the Executive Chamber, concerning the SGEIS process. Copies of the litigation papers can be found at our website. The case is returnable on January 24, 2014, in Albany County Supreme Court where a Judge will hear arguments on the merits and decide whether a jury trial is required to further develop these issues. About Norse Energy Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse Energy Holdings, Inc., filed a voluntary petition for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) on Dec. 7, 2012, estimating less than $50,000 in assets and less than $100,000 in liabilities. The Debtor is represented by Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York. Judge Carl L. Bucki presides over the case. The Company has a significant land position of 130,000 net acres in New York State with certified 2C contingent resources of 951 MMBOE as of June 30, 2012. OCEAN 4660: May Sells Assets to Florida Development for $17MM ------------------------------------------------------------- The Hon. John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida authorized Maria Yip, of Coral Gables, Florida, as Chapter 11 trustee for Ocean 4660, LLC, to sell substantially all of the Debtor's assets to Florida Development Group, Inc., as the highest and best bidder at the auction conducted on Dec. 3, 2013. Florida Development offered to purchase the assets for $17 million. All objections to the sale motion that have not been withdrawn, waived, or settled by announcement to the Court during the sale hearing or by stipulation filed with the Court, including any and all reservations of rights included in such objections or otherwise, are denied and overruled. As reported in the Troubled Company Reporter, the Court entered on Nov. 13, 2013, an order approving competitive bidding and sales procedures for the sale of substantially all of the assets of Ocean 4660, LLC. CRP/SP Lauderdale, LLC, offered $10,500,000 for the assets. Hanna Karcho and Hotel Mortgage Funding objected to the sale motion, stating that the Chapter 11 trustee must require a more reasonable marketing period for the assets, and grant respondents -- equity owner and major creditors of the estate -- such further relief as the Court deems just. Creditors Kenneth A. Frank and Oceanside Lauderdale, Inc., also objected to the Chapter 11 trustee's motion to sell the Debtor's assets to purchaser The Carlyle Group and Songy Highrods L.L.C. pursuant to an APA, or sale to any other purchaser. About Ocean 4660 Ocean 4660, LLC, owner of a beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. Rick Barreca signed the petition as chief restructuring officer. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40 percent and 70 percent occupancy. Room rates are $40 to $80 per night. The Company disclosed $15,762,871 in assets and $16,587,678 in liabilities as of the Chapter 11 filing. Judge John K. Olson presides over the case. The Debtor tapped RKJ Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as the CRO. The Debtor tapped Genovese Joblove & Battista, P.A. as counsel. Irreconcilable differences prompted the firm to withdraw as counsel in July 2013. The Court approved the appointment of Maria Yip, of Coral Gables, Florida, as Chapter 11 trustee. Drew M. Dillworth, Esq., of the Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. serves as his counsel. Kerry-Ann Rin, CPA, and the consulting firm of Yip Associates serve as financial advisor, and accountant. The U.S. Trustee has not appointed an official committee of unsecured creditors. ORCHARD SUPPLY: Sears and Alamo Object to Plan ---------------------------------------------- BankruptcyData reported that Sears Brands Management and Alamo Group filed with the U.S. Bankruptcy Court separate limited objections to Orchard Supply Hardware Stores' Modified First Amended Plan of Liquidation. Sears Brands Management explains, "Sears objects to confirmation of the Plan because the Debtors have not provided sufficient evidence to demonstrate that the Plan is feasible and that the Disputed Claim Reserve, to be established in an amount not to exceed $3,700,000, provides sufficient reserves to pay all Administrative Claims, Priority Tax Claims, and Other Priority Claims, including $2,047,398.03 in Administrative Claims asserted by Sears. Unless the Debtors can provide evidence at the confirmation hearing that the Disputed Claims Reserve is sufficient to reserve for all potential Administrative Claims, Priority Tax Claims, and Other Priority Claims or the Debtors agree that the Administrative Claims asserted by Sears are Allowed Administrative Claims to be paid on the Effective Date or as soon as practicable thereafter, the Court should deny confirmation of the Plan." About Orchard Supply San Jose, Calif.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16, 2013, to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors appointed in case has retained Pachulski Stang Ziehl & Jones LLP as counsel, and Alvarez & Marsal as financial advisors. Lowe's Cos. completed the $205 million acquisition of 72 of Orchard Supply's 91 stores. The Company changed its name to OSH 1 Liquidating Corporation and reduced the size and simplified the structure of the Board of Directors effective as of Aug. 20, 2013. ORCO PROPERTY: Alchemy Partners Issues Open Letter to Shareholders ------------------------------------------------------------------ Alchemy's call to vote against Gamala's resolutions in the best interest of minority shareholders Dear Shareholder, First of all, we would like to thank the numerous institutional and individual shareholders who have contacted us (since we published our Open Letter on December 6, 2013), pledging their unanimous support (and proxies) for our stance, and that of Kingstown. We also understand numerous shareholders have written to the company expressing their opposition to the OG capital increase. Not one shareholder contacting us showed any support to the path taken by OPG's management or the position laid out by Mr. Vitek, another minority shareholder in OPG through two entities (Gamala Ltd and Crestline Ventures Corp) Brief recap of all important issues around Orco Germany's capital raise -- On November 29, 2013 a number of OPG directors decided that they would agree to a reserved capital increase of up to EUR100 million in Orco Germany ("OG"), including the issue of EUR54 million of stock to Tandis, a.s., a vehicle owned and controlled by Mr. Vitek, at a price of EUR0.47 per share. -- Alchemy and Kingstown successfully obtained an order from a Luxembourg Court to stop this share issue from continuing. Alchemy would also like to add to the points made in its earlier Open Letter to shareholders on various key points: -- Not once has OPG management claimed any capital need at OG. Indeed, management singularly failed to produce any analysis supporting a specific capital investment at OG -- certainly no project has ever been discussed at the Board or with Alchemy. We note that OPG management has apparently "presented exciting opportunities in the thriving Berlin Market" to Mr. Vitek but not to the rest of the Board. -- Not once has OPG management ever produced any analysis supporting a EUR100 million capital need at OPG. -- On occasion, management have said that they would like a EUR100 million of new capital but without ever being able or willing to distinguish between capital need and capital want. -- It is certainly not the case that the Board of OPG has ever "agreed" that OPG needs at least EUR100 million, as for example Mr. Vitek alleges. Indeed it is the efficient rationing of capital to date which has ensured that some heavily-indebted developments have not been supported just for the sake of it. -- Despite the apparent "urgent" need for EUR100 million, management was unable to even include any capital raising at OPG or OG as an agenda item at the recent Board meeting (on 27 November 2013) at which the OG capital raise was allegedly agreed. We, at Alchemy, believe that there are no supporting materials whatsoever to justify this EUR100 million capital need: -- No analysis of the other capital raising options available to OPG -- No analysis of the other capital raising options available to OPG -- No analysis of the effect of the loss of control over OG as a result of this capital raise and its implications -- No options presented to the Board for other temporary liquidity sources, such as suspended capital expenditures, expense cuts, expedited assets sales, etc -- No itemized use of proceeds, not even by country or type -- No timeframe for the investment of the new capital -- No return on capital analysis, and therefore no priority identified for the best projects -- No new capital projects identified We also strongly think that there was also a complete absence of any process run to ensure that capital was being raised in the most efficient manner possible. To claim, for example, that the "market price" of OG is a sufficient evidence of a good price, when less than 2% of the issued share capital of OG is free float, is wholly unconvincing and entirely inadequate. The price at which shares were offered to Mr. Vitek's associated company, Tandis, a.s. was at an undervalue. -- Despite this lack of basic controls and process, and in the face of strong opposition from independent Board members and from Alchemy and Kingstown, management chose to pursue this capital raise and Mr. Vitek chose to subscribe to it. Alchemy believes this shows a disgraceful lack of concern for the interests of shareholders and therefore: -- We are vehemently against the hugely dilutive issue of shares in Orco Germany to Mr. Vitek -- we believe this share issue was not necessary and not properly agreed upon by the Board; is extremely damaging to the interests of OPG shareholders and we are committed to preventing it from happening through both court and shareholder action. We would encourage all shareholders to communicate their strongly-felt opposition to this capital raise openly to shareholders and to the company; -- We call upon all shareholders to defend their interests by voting against the resolutions proposed by Mr. Vitek at the upcoming Ordinary General Meeting ("OGM") on January 6, 2014. If Mr. Vitek's proposals are approved, there will be no independent directors on the Board of OPG and he will be the sole shareholder representative, in control of your company together with management. Serious concerns of corporate governance and attempts to take the company's control by Mr. Vitek Mr. Vitek, since becoming a minority shareholder about 12 months ago, has been trying to take control of OPG without paying full value for a controlling stake. These are the reasons leading us to think what we just stated: -- May 2013: without any prior consultation with shareholders or the Board, Mr. Vitek convened an OGM proposing to flood the Board with 5 nominee directors of his choice. A compromise was reached to defeat this move, whereby we agreed to continue, but with a balanced Board with the addition of a new independent Director -- sadly despite Alchemy initiating the process by setting up a process with internationally recognized search firms, management have failed to keep their side of the agreement and to date have not interviewed one candidate. Unfortunately this left the Board open to a manoeuvre like the one we saw on Friday 29 November, when a huge share issue was made to a vehicle controlled by Mr. Vitek. -- A few months later, on November 5, 2013, despite agreeing to a "balanced Board", Mr. Vitek decided to make another attempt to take control of the Board -- this time by proposing to remove 6 of the 9 Board directors, including all the independent directors and other shareholder directors. -- In his recent communications to the market, Mr. Vitek conveniently failed to mention on-going attempts to control your company: -- Mr. Vitek has claimed that OPG needs "immediate funding of a minimum of EUR100 million or it will go bust again" -- this is a gross misrepresentation and extremely damaging to the interests of the company and its shareholders -- Mr. Vitek has claimed that OPG needs "immediate funding of a minimum of EUR100 million or it will go bust again" -- this is a gross misrepresentation and extremely damaging to the interests of the company and its shareholders -- For example, EUR66.1 million of the cEUR300 million of defaulted debts to which Mr. Vitek refers, relates to 3 assets in Hungary. These 3 assets have a combined GAV of EUR57.4 million, and therefore a negative NAV of EUR8.6 million. The loans are non-recourse to OPG for any capital repayment and therefore present a remote bankruptcy threat to OPG. -- This singular lack of engagement (Mr. Vitek has failed to attend any of the last 4 Board meetings since May 2013) to date combined with the destabilizing effects of his various attempts to take control of the Board are not the actions of an investor who is seeking to maximize returns for all shareholders -- on contrary, they seem designed to achieve the opposite -- to generate returns at the expense of other shareholders Conclusion: we therefore call upon ALL shareholders to register their shares with the company by 2 January 2014 and to vote "NO" to resolutions 1 to 5 (proposed by Gamala) and "YES" to resolutions 7 and 8 (proposed by Alchemy/Kingstown) 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." PACIFIC AUTO: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Pacific Auto Wrecking Inc PO Box 206 Pacific, WA 98047 Case No.: 13-47665 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Hon. Paul B. Snyder Debtor's Counsel: Thomas L Dickson, Esq. DICKSON STEINACKER LLP 1201 Pacific Ave Ste 1401 Tacoma, WA 98402 Tel: 253-572-1000 Email: tdickson@dicksonlegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Scott Haymond, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. PATRIOT COAL: Bankruptcy Court Confirms Plan of Reorganization -------------------------------------------------------------- Patriot Coal Corporation on Dec. 17 disclosed that the U.S. Bankruptcy Court for the Eastern District of Missouri has confirmed the Company's Plan of Reorganization. Patriot will close on its exit financing, complete the rights offerings and emerge from Chapter 11 reorganization on December 18. "This marks the final step in Patriot's financial restructuring," commented Patriot President and Chief Executive Officer Bennett K. Hatfield. "We look forward to a new beginning as a well- capitalized company providing a competitive product to the electric utility and steel industries." About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. PETROFLOW ENERGY: Montclair Expresses Concern on Equal Energy Sale ------------------------------------------------------------------ Montclair Energy, LLC on Dec. 16 expressed its concerns about the terms of the December 6, 2013 Arrangement Agreement entered into by Equal Energy Ltd. and PetroFlow Energy Corporation providing for the acquisition of Equal Energy by a subsidiary of PetroFlow pursuant to a plan of arrangement at a price of US$5.43 per common share. Collectively, the principals of Montclair hold approximately 5% of Equal Energy's common shares. Montclair and its principals view the PetroFlow transaction as wholly inadequate on numerous grounds, including value, the uncertainty of financing and process. Montclair agrees with the analysis of Lawndale Capital Management in its December 10, 2013 press release which noted, with improved operational efficiency, the Company could afford increased borrowings to fund a sizable stock buyback and generate a higher sustainable dividend, creating more value for shareholders than the $5.43 per share proposed in the PetroFlow transaction. Chip Hazelrig, a principal of Montclair, stated, "As long suffering shareholders of Equal Energy, we have for some time recognized that the market has undervalued the Company. However, we know that our fellow shareholders are patient investors who are willing to support changes that will restore the value of the Company's shares and give them the opportunity to realize the full potential value of their investment. Shareholders should not have to sell out in a transaction that undervalues the Company. Like Lawndale, we are prepared to reject the PetroFlow transaction in favor of restoring more astute managers who can maximize the value of the Company's Hunton properties and take the right steps with the Company's balance sheet." Montclair expressed an interest in acquiring Equal Energy in February, 2013. Montclair's expression of interest followed the conclusion of the strategic review process carried out by the Equal Energy Board in 2012 that had failed to result in a sale transaction for the Company. Most of the Company's assets in the Hunton formation of Oklahoma (which constitute the principal assets of the Company) were initially explored, owned and operated by Montclair's principals through their former company Altex Resources Inc. Following the conclusion of the 2012 strategic review, Montclair recognized that existing management was not effectively operating the Company's assets and that there was considerable room for the creation of value by taking the Company private. These efforts to acquire the Company, were rejected by the Board and in addition, some Equal Energy shareholders, including Lawndale, expressed their view that Montclair's proposed offer price undervalued the Company. Montclair notes the following deficiencies in the PetroFlow transaction: Undervaluing the Company: The price of US$5.43 would deprive shareholders of significant inherent value in their shares that could be realized through proper management. Montclair believes that the better alternative for Equal Energy shareholders is to replace the current board of directors and management of the Company with directors and managers who have proven records of operating in the Hunton formation profitably and efficiently and giving such directors a mandate to take the steps necessary with respect to the Company's balance sheet to enhance shareholder value. Such steps could include a substantial share buy-back that could be financed through modest increased borrowings and which would allow for a sustainable increase to the Company's dividend while still meeting the higher debt service payments. Cancellation of Dividends: The Arrangement Agreement provides for the cancellation of all undeclared dividends prior to closing. This means that shareholders will not receive the value of the dividends that they would otherwise receive in the first and potentially second quarter of 2014, in effect subsidizing the acquisition cost for PetroFlow. Highly Conditional on Financing: The PetroFlow transaction is subject to a very high level of uncertainty with respect to the ability of PetroFlow to finance the transaction. The Arrangement Agreement requires only that PetroFlow use "commercially reasonable efforts" to obtain financing for the transaction. Should those efforts prove to be unsuccessful, PetroFlow has no obligation to close and would suffer no penalty (contrary to the Company's suggestion otherwise in its December 9, 2013 press release). Moreover, PetroFlow (a private company whose financial resources are unknown) has made no representation regarding its own financial resources or the amount of equity that it will commit to the acquisition. In Montclair's experience, this is a negligible commitment to the transaction. This is particularly disappointing in light of PetroFlow's history as a corporate entity that only emerged from bankruptcy proceedings in late 2011. Given the difficulty that Equal Energy would have in proving that PetroFlow had not used commercially reasonable efforts to obtain financing, the Equal Energy Board has effectively granted PetroFlow a free six-month option to acquire the Company. The highly conditional nature of the PetroFlow transaction is important information that was not disclosed in the Company's December 9th press release. Preclusive Exclusivity Provisions: The Arrangement Agreement unduly restricts Equal Energy from seeking superior offers. Such restrictions are inappropriate given the conditional nature of PetroFlow's obligations. Moreover, although PetroFlow would be able to walk from the transaction without penalty if it is unable to obtain the necessary financing, Equal Energy is required to pay a US$2 million break-up fee to PetroFlow if the Company accepts a better offer. Timing of Transaction: After an extremely long strategic review process that followed a failure to sell the Company in 2012, the Company has given PetroFlow more than six months to complete the acquisition. This length of time cannot be justified on the basis of regulatory approvals. The length of time allowed for the completion of the transaction could result in further erosion to the consideration that shareholders will receive for their shares. Convertible Debentures: The Company's convertible debentureholders should be particularly concerned about the ability of PetroFlow to finance the required follow-on offer for their debentures. Such offer would only be made after the closing of the acquisition of the common shares by PetroFlow. This leaves convertible debentureholders at the risk that PetroFlow will be unable to finance the follow-on offer. Moreover, the obligation to make the follow-on offer will be an obligation of a subsidiary of PetroFlow and not PetroFlow itself. Insider Participation and Enrichment: In light of the long standing relationships between PetroFlow, its former subsidiary North American Petroleum Corporation USA (NAPCUS) and the Company and its predecessor Enterra Energy Trust, Montclair believes that Equal Energy must provide greater transparency into the process that resulted in the PetroFlow transaction to assure shareholders that the transaction was negotiated on an arm's length basis. The Company has not yet disclosed to shareholders to what extent existing management will have an ongoing role or receive collateral benefits in connection with PetroFlow's acquisition. In addition, Montclair is concerned that the PetroFlow transaction presents management with an opportunity to realize a quick profit from the acceleration of options and opportunistic share purchases and grants. In particular, Montclair notes that following its February 27, 2013 offer to acquire the Company, but prior to any public disclosure of its offer which did not occur until March 25, 2013, the Company granted 153,090 restricted shares to Don Klapko, the Company's Chief Executive Officer, all of which will vest in connection with the closing of the PetroFlow transaction. At the time of the grant the price of the Company's common shares traded at a significant discount to the price offered by Montclair and the proposed acquisition price in the PetroFlow transaction. About Petroflow Energy Based in Denver, Colorado, Petroflow Energy Ltd. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-12608) on Aug. 20, 2010. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg LLP, represents the Debtor as its Delaware counsel. Kirkland & Ellis LLP serves as bankruptcy counsel. Kinetic Advisors LLC serves as restructuring advisor. Epiq Bankruptcy Solutions serves as claims and notice agent. The Debtor estimated both assets and debts of between $100 million and $500 million Petroflow sought recognition of the U.S. chapter 11 proceedings from the Alberta Court of Queen's Bench under the Companies' Creditors Arrangement Act in Canada, and had its chapter 11 case jointly administered with those of its two chapter 11 debtor affiliates under the caption "In re North American Petroleum Corporation USA, Case # 10-11707 (CSS)." Petroflow Energy is the parent of Denver, Colorado-based North American Petroleum Corp. USA and Prize Petroleum Corp. North American Petroleum and Prize Petroleum filed for Chapter 11 bankruptcy protection on May 25, 2010 (Bankr. D. Del. Case Nos. 10-11707 and 10-11708). North American estimated its assets and debts at $100 million to $500 million as of the Petition Date. As reported in the TCR on Oct. 3, 2011, the U.S. Bankruptcy Court for the District of Delaware entered a confirmation order in respect of the First Amended Joint Chapter 11 Plan of NAPCUS, Prize Petroleum LLC and Petroflow Energy Ltd. On Sept. 21, 2011, a recognition order was issued under the Companies' Creditors Arrangement Act, Canada in respect of the order obtained in the Bankruptcy Court. The Chapter 11 Plan became effective Sept. 30, 2011. In accordance with the Chapter 11 Plan, the financial affairs of NAPCUS were reorganized, its share capital was restructured, new capital for operations was raised, the claims of unsecured creditors of NAPCUS and Petroflow were fully satisfied, existing equity holders are entitled to a recovery and all securities of Petroflow were canceled. PETRON ENERGY: Signs $10-Mil. Investment Agreement with CPUS ------------------------------------------------------------ Petron Energy II, Inc., entered into an Investment Agreement with PUS Income Group, LLC ("CPUS"), pursuant to which CPUS committed to purchase up to $10,000,000 of the Company's common stock, par value $0.001 per share, over a period of up to 36 months. From time to time during the 36 month period commencing from the effectiveness of the registration statement, the Company may deliver a drawdown notice to CPUS which states the dollar amount that the Company intends to sell to CPUS on a date specified in the put notice. The maximum investment amount per notice will be no more than 275 percent of the average daily volume of the common stock for the ten consecutive trading days immediately prior to date of the applicable put notice. The purchase price per share to be paid by CPUS will be calculated at a 30 percent discount to the lowest closing price of the common stock as reported by Bloomberg, L.P., during the 10 consecutive trading days immediately prior to the receipt by CPUS of the drawdown notice. The Company and CPUS must mutually agree to any purchase by CPUS which results in the ownership by CPUS of greater than 4.99 percent of the then issued and outstanding common stock of the Company. The reserved 150,866,346 shares of the Company's common stock for issuance under the Investment Agreement represent 42.68 percent of the shares issued and outstanding shares of the Company, if they were issued as of the date of this report. Additionally, the Company agreed to pay CPUS a commitment fee equal to $12,500 in the form of shares of the Company's common stock, at a purchase price equal to 50 percent discount to the price per share on the closing date of the Investment Agreement In connection with the Investment Agreement, the Company also entered into a registration rights agreement with CPUS, pursuant to which the Company is obligated to file a registration statement with the U.S. Securities and Exchange Commission covering the resale of the shares of its common stock underlying the Investment Agreement within 21 days after the closing of the transaction. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 120 days after the closing of the transaction and maintain the effectiveness of that registration statement until termination of the Investment Agreement. A copy of the Investment Agreement is available for free at: http://is.gd/2RloYo About Petron Energy Dallas-based Petron Energy II, Inc., is engaged primarily in the acquisition, development, production, exploration for and the sale of oil, gas and gas liquids in the United States. As of Dec. 31, 2011, the Company is operating in the states of Texas and Oklahoma. In addition, the Company operates two gas gathering systems located in Tulsa, Wagoner, Rogers and Mayes counties of Oklahoma. The pipeline consists of approximately 132 miles of steel and poly pipe, a gas processing plant and other ancillary equipment. The Company sells its oil and gas products primarily to a domestic pipeline and to another oil company. KWCO, PC, in Odessa, TX, 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 significant operating losses since inception raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2013, showed $3.27 million in total assets, $4.79 million in total liabilities and a $1.51 million total stockholders' deficit. PHYSIOTHERAPY ASSOCIATES: Court Expected to Confirm Plan -------------------------------------------------------- Jacqueline Palank, writing for Daily Bankruptcy Review, reported that a bankruptcy judge indicated on Dec. 17 he would approve Physiotherapy Associates Inc.'s plan to emerge from its Chapter 11 restructuring a little more than a month after filing for bankruptcy protection. 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. PIQUA COUNTRY CLUB: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------- Debtor: Piqua Country Club Holding Co. dba Piqua Country Club 9812 Country Club Road Piqua, OH 45356 Case No.: 13-35007 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Southern District of Ohio (Dayton) Judge: Hon. Guy R. Humphrey Debtor's Counsel: Steven L Diller, Esq. 124 East Main Street Van Wert, OH 45891 Tel: (419)238-5025 Email: steven@drlawllc.com Estimated Assets: $500,001 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Don Goettemoeller, treasurer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ohsb13-35007.pdf PRESSURE BIOSCIENCES: Sells 4,000 Units for $1 Million ------------------------------------------------------ Pressure BioSciences, Inc., entered into a Securities Purchase Agreement with various individuals, pursuant to which the Company sold an aggregate of 4,000 units for a purchase price of $250 per unit, or an aggregate Purchase Price of $1,000,000. This is the initial tranche of a $1.5 million private placement. One or more additional tranches may close on or before Jan. 31, 2014. Each unit purchased in the initial tranche consists of: (i) one share of a newly created series of preferred stock, designated Series K Convertible Preferred Stock, par value $0.01 per share, convertible into 1,000 shares of the Company's common stock, par value $0.01 per share; and (ii) a warrant to purchase 500 shares of Common Stock at an exercise price equal to $0.3125 per share, with a term expiring on Dec. 12, 2016. Of the $1,000,000 invested in the initial tranche of the Private Placement, $572,044 was received in cash and $427,956 was from the conversion of outstanding indebtedness. The Purchasers in the initial tranche of the Private Placement consisted of certain existing investors in the Company as well as all of the members of the Company's Board of Directors. In connection with the Private Placement, the Company has agreed that, if, at any time after Feb. 1, 2014, the Company files a Registration Statement relating to an offering of equity securities of the Company, subject to certain exceptions, including a Registration Statement relating solely to an offering or sale of securities having an aggregate public offering price of less than $5,000,000, the Company will include in the Registration Statement the resale of the shares of Common Stock underlying the Warrants. Shares of Common Stock issued upon conversion of Series K Convertible Preferred Stock or in payment of the dividend on the Series K Convertible Preferred Stock will not be registered and will not be subject to registration rights. This right is subject to customary conditions and procedures. On Dec. 12, 2013, the Company filed with the Secretary of the Commonwealth of the Commonwealth of Massachusetts Articles of Amendment to the Company's Restated Articles of Organization, as amended, designating shares of the Series K Convertible Preferred Stock. A complete copy of the Form 8-K is available for free at: http://is.gd/CCr2wf About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences disclosed a net loss applicable to common shareholders of $4.40 million on $1.23 million of total revenue for the year ended Dec. 31, 2012, as compared with a net loss applicable to common shareholders of $5.10 million on $987,729 of total revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.29 million in total assets, $2.96 million in total liabilities and a $1.67 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, 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 had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. RADIOSHACK CORP: Obtains $835 Million in Financing -------------------------------------------------- RadioShack Corporation completed a new financing totaling $835 million including a $585 million senior secured ABL credit facility led by GE Capital, Corporate Retail Finance and a $250 million secured term loan led by Salus Capital Partners, LLC. This comprehensive new financing was used to refinance existing debt and provide RadioShack with about $200 million of incremental liquidity. ABL Credit Agreement On Dec. 10, 2013, RadioShack entered into a Credit Agreement, among RadioShack, certain subsidiaries of RadioShack that are designated as credit parties, the lenders parties thereto and General Electric Capital Corporation, as agent for the lenders. The ABL Credit Agreement provides for a $535 million revolving credit facility and a $50 million term loan. The revolving credit facility and term loan facility both mature on Dec. 10, 2018. RadioShack's existing and future wholly owned domestic subsidiaries, excluding Tandy Life Insurance Company and certain immaterial subsidiaries, are guarantors of obligations incurred under or described in the ABL Credit Agreement and other related loan documents. Unless immaterial, any future domestic subsidiary will be required to become a Guarantor. The ABL Credit Agreement is secured by a lien on substantially all of the existing and after acquired assets of RadioShack and the Guarantors, including, subject to certain limited exceptions, (a) a first priority lien on current assets, and (b) a second priority lien on fixed assets, intellectual property, and stock and other equity interests of direct and indirect subsidiaries of RadioShack. Revolving borrowings under the ABL Credit Agreement bear interest at RadioShack's option of either "base rate" plus a margin of 1.0 percent to 1.5 percent or LIBOR plus a margin of 2.0 percent to 2.5 percent. The applicable rates in these ranges are based on the aggregate average unused availability under the revolving credit facility. The term loan under the ABL Credit Agreement bears interest at RadioShack's option of either the base rate plus 3.0 percent or LIBOR plus 4.0 percent. Base rate is defined as the highest of (a) the U.S. prime rate, (b) the Federal funds rate plus 0.5 percent or (c) one month LIBOR plus the excess of the LIBOR applicable margin over the base rate applicable margin. RadioShack pays commitment fees to the lenders at an annual rate of 0.5 percent of the average unused amount of the revolving credit facility. RadioShack's ability to borrow under the revolving credit facility is subject to a borrowing base which is calculated based on eligible accounts receivable and inventory. At any given time, the borrowing base may limit borrowings and letters of credit otherwise available under the revolving credit facility. The revolving credit facility also provides for a $150 million sub- facility for the issuance of letters of credit and $50 million sub-facility for swing line loans. Outstanding swing line loans and letters of credit issued under the revolving credit facility reduce the amount available under the revolving credit facility. Letter of credit fees range from 2.0 percent to 2.5 percent and swing line loans bear interest at the base rate plus the applicable margin. ABL Guaranty and Security Agreement In connection with the ABL Credit Agreement, on Dec. 10, 2013, RadioShack and the Guarantors, entered into a Guaranty and Security Agreement, among RadioShack, the Guarantors and General Electric Capital Corporation, as agent for the lenders under the ABL Credit Agreement and certain other secured parties. The ABL Guaranty and Security Agreement provides for the guarantees and security interests. SCP Credit Agreement On Dec. 10, 2013, RadioShack entered into a Credit Agreement, among RadioShack, certain subsidiaries of RadioShack that are designated as credit parties, the lenders party thereto and Salus Capital Partners, LLC, as agent for the lenders. The SCP Credit Agreement provides for a $250 million term loan, which matures on Dec. 10, 2018. The Guarantors are guarantors of obligations incurred under or described in the SCP Credit Agreement and other related loan documents. Unless immaterial, any future domestic subsidiary will be required to become a Guarantor. The SCP Credit Agreement is secured by a lien on substantially all of the existing and after acquired assets of RadioShack and the Guarantors, including, subject to certain limited exceptions, (a) a first priority lien on fixed assets, intellectual property and stock and other equity interests of direct and indirect subsidiaries of RadioShack, and (b) a second priority lien on current assets. SCP Credit Agreement bears interest at RadioShack's option of either the base rate plus 10.0 or the greater of LIBOR or 0.50 percent, plus 11.0 percent. SCP Guaranty and Security Agreement In connection with the SCP Credit Agreement, on Dec. 10, 2013, RadioShack and the Guarantors, entered into a Guaranty and Security Agreement among RadioShack, the Guarantors and Salus Capital Partners, LLC, as agent for the lenders under the SCP Credit Agreement and certain other secured parties. The SCP Guaranty and Security Agreement provides for the guarantees and security interests. RadioShack used the borrowings under the SCP Credit Agreement and the initial borrowings under the ABL Credit Agreement to, among other things, (a) repay in full all outstanding obligations and cash collateralize all existing letters of credit under the Amended and Restated Credit Agreement, dated as of Aug. 8, 2012, among RadioShack, certain of RadioShack's subsidiaries, the lender parties thereto and Bank of America, N.A. as administrative agent, (b) repay in full all outstanding obligations under the Term Loan Agreement, dated as of Sept. 27, 2012, among RadioShack, certain of RadioShack's subsidiaries, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, and (c) pay fees and expenses incurred in connection with the ABL Credit Agreement and the SCP Credit Agreement and the repayment of the indebtedness and other obligations under the BofA Agreement and the WF Credit Agreement. On Dec. 10, 2013, concurrent with the execution of the ABL Credit Agreement and the SCP Credit Agreement, RadioShack terminated the BofA Credit Agreement and the WF Credit Agreement. On Dec. 10, 2013, RadioShack borrowed $50 million of term loans under the ABL Credit Agreement and $250 million of term loans under the SCP Credit Agreement. A copy of the Credit Agreement is available for free at: http://is.gd/cK6nk6 About Radioshack Corporation RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com -- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack disclosed a net loss of $139.4 million in 2012, as compared with net income of $72.2 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.60 billion in total assets, $1.21 billion in total liabilities and $394 million in total stockholders' equity. * * * As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured debt ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from 'B-'. "The downgrade of RadioShack reflects our view that it will be very difficult for the company to improve its gross margin in the fourth quarter of this year, given the highly promotional nature of year-end holiday retailing in the wireless and consumer electronic categories," said Standard & Poor's credit analyst Jayne Ross. In the July 27, 2012, edition of the TCR, Fitch Ratings has downgraded its long-term Issuer Default Rating (IDR) for RadioShack Corporation to 'CCC' from 'B-'. The downgrade reflects the significant decline in RadioShack's profitability, which has become progressively more pronounced over the past four quarters. As reported by the TCR on March 6, 2013, Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3- PD. RadioShack's Caa1 Corporate Family Rating reflects Moody's opinion that the overall business strategy of the company to reverse the decline in profitability has not gained any traction. RESIDENTIAL CAPITAL: Resolves MetLife's RMBS-Related Claims ----------------------------------------------------------- Residential Capital and its debtor-affiliates, on the one hand, and Metropolitan Life Insurance Company, MetLife Investors USA Insurance Company, MetLife Insurance Company of Connecticut, Metropolitan Tower Life Insurance Company, New England Life Insurance Company, General American Life Insurance Company, MetLife, Inc., and MetLife Investors Insurance Company, on the other, entered into a stipulation under which the parties agreed that should the Joint Chapter 11 Plan be approved by the Court, on the effective date of the Proposed Chapter 11 Plan, MetLife's claims related to residential mortgage-backed securities will be disallowed and expunged in their entirety. 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. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RORIE INVESTMENTS: Case Summary & 9 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Rorie Investments, LLC 5448 Apex Peakway, Unit 101 Apex, NC 27502 Case No.: 13-07765 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Eastern District of North Carolina Judge: Hon. Randy D. Doub Debtor's Counsel: John G. Rhyne, Esq. JOHN G. RHYNE, ATTORNEY AT LAW P.O. Box 8327 Wilson, NC 27893 Tel: 252 234-9933 Email: johnrhyne@johnrhynelaw.com Total Assets: $2.01 million Total Liabilities: $552,552 The petition was signed by Tray Rorie, member/ manager. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb13-7765.pdf RURAL/METRO CORP: Bankruptcy Court Confirms Plan of Reorganization ------------------------------------------------------------------ Rural/Metro Corporation on Dec. 17 disclosed that the U.S. Bankruptcy Court for the District of Delaware has confirmed the Company's Plan of Reorganization. Rural/Metro expects to formally emerge from Chapter 11 in the next few weeks. "The Court's confirmation of our plan is a major milestone for Rural/Metro, and we look forward to completing our financial restructuring and emerging as a stronger and more competitive company," said Scott A. Bartos, President and Chief Executive Officer of Rural/Metro. "We will emerge with 50 percent less debt, greater capital flexibility and the resources to continue investing in patient care. I want to express my gratitude to our business partners and valued employees for their patience and support throughout this process, and I look forward to an exciting and prosperous future." Mr. Bartos continued, "Rural/Metro has become an operationally healthy and efficient company. We have aligned our operations and positioned ourselves for growth by investing in what matters most -- caring for our patients and communities. We are enhancing our infrastructure and technology that support our state-of-the- art medical transportation and fire services. This transaction completes our formal restructuring process and cements our ability to provide long-term stability to the markets and customers we serve." Over a 12-month period, Rural/Metro will invest $40 million in capital enhancements to add more than 70 new ambulances, six fire trucks and equipment including cardiac monitors and stretchers, as well as develop new billing and accounting systems. "In early November, we reorganized our operational model to better support our front-line caregivers and meet the demands of today's healthcare environment," added Mr. Bartos. "Additionally, we introduced several exciting initiatives, including our Care3 program, to further our pursuit to become an employer of choice and a leading care provider across all areas of our business." Under the terms of the Plan, Rural/Metro's bondholders will provide the Company with a new equity capital infusion of $135 million to help position the Company for renewed growth. Court filings and other documents concerning the restructuring process are available at http://www.donlinrecano.com/rmc About Rural/Metro Corp Headquartered in Scottsdale, Arizona, Rural/Metro Corporation -- http://www.ruralmetro.com-- is a national provider of 911- emergency and non-emergency interfacility ambulance services and private fire protection services, operating in 21 states and nearly 700 communities. Rural/Metro was acquired in 2011 in a leveraged buyout by Warburg Pincus LLC as part of a transaction valued at $676.5 million. Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District of Delaware. Debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie Farr & Gallagher LLP, in New York. Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' local Delaware counsel. Alvarez & Marsal Healthcare Industry Group, LLC, and FTI Consulting, Inc., are the Debtors' financial advisors, while Lazard Freres & Co. L.L.C. is their investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims and noticing agent. The U.S. Trustee has appointed a three-member official committee of unsecured creditors in the Chapter 11 case. The Debtors have arranged $75 million of DIP financing from a group of prepetition lenders led by Credit Suisse AG. An interim order has allowed the Debtors to access $40 million of the DIP facility. The Debtors have filed a reorganization plan largely worked out before the Chapter 11 filing in early August. Existing shareholders receive nothing in the plan. The Company's debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. Interested parties can also contact Rural/Metro's claims agent, Donlin, Recano & Company, Inc. directly by calling Rural/Metro's restructuring hotline at 212-771-1128. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is serving as investment banker, and Alvarez & Marsal and FTI Consulting, Inc. are serving as financial advisors to Rural/Metro. SAN BERNARDINO, CA: Eligibility Appeal Bypasses District Court -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that appeals challenging the eligibility of Detroit and San Bernardino, California, for bankruptcy protection will go straight to the federal circuit courts, bypassing the district courts. According to the report, the California Public Employees' Retirement System, which is fighting an October ruling by a bankruptcy judge in Riverside that San Bernardino is bankruptcy- eligible, won a bid to get the case sent directly to the U.S. Court of Appeals for the Ninth Circuit, based in San Francisco. U.S. District Judge Dolly M. Gee in Los Angles on Dec. 13 said that while the pension system didn't have an absolute right to appeal -- because the eligibility finding wasn't a final order -- she would still permit it as an exercise of discretion available to her by the statute. In Detroit on Dec. 16, U.S. Bankruptcy Judge Steven Rhodes let municipal workers and pension funds go directly to the Cincinnati- based Sixth Circuit with their challenge to his decision granting the city protection under Chapter 9 of the U.S. Bankruptcy Code. Customarily, decisions by bankruptcy judges are first appealed to federal district courts. Judge Gee said the Ninth Circuit should review the San Bernardino case because there are no appellate-level decisions on eligibility standards. Lower courts have "widely divergent views on how the eligibility requirements should be applied," she said. While numerous objections were raised to Detroit's bankruptcy, Calpers was the only creditor contesting San Bernardino's right to be in Chapter 9. The San Bernardino Public Employees Association was opposed until the city negotiated a new contract for its workers. Calpers argued that San Bernardino didn't qualify for bankruptcy because it hadn't sufficiently negotiated with creditors before filing. Detroit's workers and unions said their city likewise failed the law's good-faith test by not negotiating properly before bankruptcy. In both cases, the circuit courts must accept the appeals before they can skip the district courts. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SAVIENT PHARMACEUTICALS: Claims Bar Date Set for Jan. 17 -------------------------------------------------------- In the Chapter 11 case of Savient Pharmaceuticals Inc., the Bankruptcy Court established Jan. 17, 2014, at 4:00 p.m. (prevailing Eastern Time) as the deadline for parties in interest to file proofs of claim. The Court also established April 14, 2014, at 4:00 p.m. (prevailing Eastern Time) as the deadline for governmental entities to file proofs of claim, and Feb. 18, 2014, as the initial bar date for persons to file claims arising under Sec. 503(b)(1) through (8) and 507(a)(2) of the Bankruptcy Code -- so-called administrative claims -- that may have arisen, accrued or otherwise become due and payable at any time subsequent to the petition date but on or before Dec. 31, 2013. About Savient Pharmaceuticals Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals, Inc. -- http://www.savient.com/-- is a specialty biopharmaceutical company focused on developing and commercializing KRYSTEXXA(R) (pegloticase) for the treatment of chronic gout in adult patients refractory to conventional therapy. Savient has exclusively licensed worldwide rights to the technology related to KRYSTEXXA and its uses from Duke University and Mountain View Pharmaceuticals, Inc. The Company and its affiliate, Savient Pharma Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-12680) on Oct. 14, 2013. The Debtors are represented by Kenneth S. Ziman, Esq., and David M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York; and Anthony W. Clark, Esq., at Skadden Arps Slate Meagher & Flom LLP, in Wilmington, Delaware. Cole, Schotz, Meisel, Forman & Leonard P.A., also serves as the Company's conflicts counsel, and Lazard Freres & Co. LLC serves as its financial advisor. GCG Inc. serves as the Debtors' claims agent. U.S. Bank National Association, as Indenture Trustee and Collateral Agent, is represented by Clark T. Whitmore, Esq., at Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota. The Unofficial Committee of Senior Secured Noteholders is represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq., and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware. SCHOOL SPECIALTY: Reports $14.7MM Income for 2nd Qtr. Fiscal 2014 ----------------------------------------------------------------- School Specialty Inc. on Dec. 16 announced its fiscal 2014 second quarter and six month results for the period ended October 26, 2013. Commenting on the Company's performance, Jim Henderson, School Specialty's Chairman, and Interim President and Chief Executive Officer stated, "Our second quarter came in mostly as anticipated and we're tracking to plan through the first half of the year. We recognized the business that was delayed last quarter and successfully executed on higher order flow in the second quarter, and in our peak selling season. We feel comfortable with our prior revenue and EBITDA guidance for FY14 and our balance sheet and cash generation continues to improve. While business challenges remain, our end markets appear to have stabilized, we're executing on our plan and we're carrying out the process improvement initiatives we previously discussed. Assuming economic conditions continue to improve, I believe the steps we're taking now will position us for sustainable growth and profitability in the years ahead." During the period January 28, 2013 through June 11, 2013, School Specialty, Inc. and certain of its subsidiaries operated as debtors-in-possession under bankruptcy court jurisdiction. In accordance with Financial Accounting Standards Board Accounting Standards Codification 852, Reorganizations, for periods including and subsequent to the filing of the Chapter 11 petition through the bankruptcy emergence date of June 11, 2013, all expenses, gains and losses that result from the reorganization were reported separately as reorganization items in the Consolidated Statements of Operations. Net cash used for reorganization items was disclosed separately in the Consolidated Statement of Cash Flows, and liabilities subject to compromise were reported separately in the Consolidated Balance Sheets. As of June 11, 2013, the Company adopted fresh-start accounting in accordance with ASC 852. The adoption of fresh-start accounting resulted in the Company becoming a new entity for financial reporting purposes. Accordingly, the financial statements on or prior to June 11, 2013 are not comparable with the financial statements for periods after June 11, 2013. The consolidated financial statements as of October 26, 2013 and for the twenty weeks then ended and any references to "Successor" or "Successor Company" relate to the financial position and results of operations of the reorganized Company subsequent to bankruptcy emergence on June 11, 2013. References to "Predecessor" or "Predecessor Company" refer to the financial position and results of operations of the Company prior to the bankruptcy emergence. Management believes that the presentation of Non-GAAP Financial Information, referred to as the Combined Adjusted Results are reconciled to the most comparable GAAP measures and offer the best comparisons for the comparable fiscal six month period. For further information on the Company's Results of Operations and related Balance Sheet and Cash Flow items, please refer to the Company's Form 10-Q for the period ending October 26, 2013 on file with the Securities and Exchange Commission. Additionally, given the significant seasonality inherent in SSI's business, as well as order timing considerations between quarters, management believes that first half fiscal 2014 results are most useful to determine operating trends and financial performance. Second Quarter Financial Results Revenues for the three months ended October 26, 2013 were $245.6 million, an increase of 3.7% or $8.7 million over $236.9 million reported for the Predecessor Company and for the comparable three months ended October 27, 2012. This increase was driven by higher revenues in the Distribution segment (formerly referred to as "Educational Resources"), as the Company saw increases in both its supplies and furniture businesses, up $10 million and $2 million over the comparable year-ago period, respectively. This increase was partially offset by a $2.8 million decline in Curriculum (formerly referred to as "Accelerated Learning") revenues, which were adversely impacted by decreased school spending for agenda products of approximately $6 million during the quarter. Sales of Science-based curriculum products were up approximately $3 million during the quarter as well. As expected, total second quarter sales were positively impacted by the growing backorders the Company experienced towards the end of its fiscal first quarter. Gross profit margin for the three months ended October 26, 2013 was 37.9% as compared to 39.1% for the Predecessor Company's three months ended October 27, 2012. This decline of 120 basis points is due to lower vendor rebates for the comparable quarter as well as a shift in product mix, particularly the lower sales of Curriculum products as a percentage of overall sales. Consistent with prior statements, the Company expects gross margins to trend generally in line with recent years. Selling, general and administrative (SG&A) expenses for the three months ended October 26, 2013 were $71.7 million as compared to $67.4 million for the comparable year-ago period, an increase of $4.3 million. This increase was driven by higher corporate G&A expenses due to approximately $2.6 million of bankruptcy-related and other non-recurring costs, specifically transportation and warehouse costs related to the processing of incremental backorders and consulting fees associated with the design and implementation of process improvement programs. Also, additional SG&A expense was incurred as furloughs from the prior year were not continued this year. SG&A expenses within the Distribution and Curriculum segments were up $0.3 million and $1.1 million respectively for the comparable fiscal 2014 and fiscal 2013 periods, with both segments impacted by depreciation and amortization associated with the fresh-start valuation adjustments recorded as of the Effective Date, and other variables such as transportation and warehouse expenses. Additionally, the Company recorded $2.2 million of restructuring charges during the fiscal 2014 second quarter, which consisted of severance related costs and expenses associated with the shutdown of printing plants and professional fees related to the Company's restructuring. Operating income for the three months ended October 26, 2013 was $19.2 million as compared to operating income of $25.3 million for the three months ended October 27, 2012. Net interest expense decreased $4.7 million, from $9.3 million in the second quarter of fiscal 2013 to $4.6 million in the second quarter of fiscal 2014. This decrease was due primarily to $3.8 million of interest expense associated with the Company's convertible debt in the second quarter of fiscal 2013, of which $2.3 million was non-cash interest expense, as well a reversal of interest expense recorded in conjunction with the Bayside term loan resulting from the final settlement between Bayside and the Company. These decreases were partially offset by higher interest expense on the Company's term loan for the comparable period due to higher average borrowings. During the third quarter of fiscal 2013, the Company recorded a $25.1 million prepayment charge related to the acceleration of the obligations under the Bayside term loan credit agreement. The $25.1 million early termination fee plus approximately $1.3 million of potential interest expense was placed in an escrow account and released to Bayside early in the second quarter of fiscal 2014. Shortly thereafter, the parties reached an agreement whereby the early termination fee was fixed at $21 million. As such, Bayside would retain $21 million and refund the Company $5.4 million of excess amounts funded into the escrow. The refund took place in the fiscal second quarter of 2014, of which $4.1 million was a partial refund of the early termination fee and the remainder was a refund of interest expense. The Company recorded $3.4 million of expenses for reorganization items in the second quarter of fiscal 2014, which consisted primarily of fees associated with activities as part of the Reorganization Plan. Net income for the second quarter of fiscal 2014 was $14.7 million compared with $14.1 million in the comparable period last year. On a diluted per share basis, net income was $14.70 for the three months ended October 26, 2013 as compared to $0.75 in the three months ended October 27, 2012. Adjusted earnings before income taxes, depreciation and amortization (EBITDA) was $32.9 million in the fiscal 2014 second quarter as compared to $34.2 million in the comparable fiscal 2013 period. Process Improvement Program Update The Company's Process Improvement Program, which launched during the fiscal 2014 second quarter, has gained traction and management reiterated its prior financial projections related to this program: -- $3-$5 million in FY14 savings. -- Over $20 million in one-time cash generation in FY14. -- Longer-term annualized savings targeted at $12-$15 million. The Company also confirmed today that Phase I and some Phase II roll-out initiatives are underway and tracking in line with plan: -- Distribution Center consolidation underway; expected to be completed by March 2014. -- Warehouse Reconfiguration underway; part of ongoing continuous improvement program to improve customer experience. -- SKU rationalization program underway; 11,000 SKU's removed from inventory and systems; refocused line-up for 2014 with improved customer interface. -- Customer Care enhancements underway; visualization and process mapping programs in development with increased investments in technology. -- S&OP refinement underway; process mapping completed; rolled out across multiple function areas and locations; full integration planned in FY14. -- Market segmentation and process mapping of sales, marketing and merchandising expected to be part of phase II - January 2014 roll-out. Mr. Henderson continued, "We've done a lot in a relatively short period of time, and I'm proud of the School Specialty team. Our organization really understands the needs of our educational system and cares about our teachers and students. With the improvements and savings from our Process Improvement Program, we will be in a better position to invest in our business and continuously improve -- whether it's our products, services or technology. Coupled with the anticipated uptick in general educational spending, further adoption of Common Core Standards and Next Generation Science Standards, and the anticipated growth in supplemental instructional materials we feel the Company will be better positioned to take advantage of positive trends in our market in FY15 and beyond." Six Month Financial Results Non-GAAP combined results for the six months ended October 26, 2013 include results of operations for the Successor Company for the twenty weeks ended October 26, 2013 and the Predecessor Company for the six weeks ended June 11, 2013. These results are compared to the Predecessor Company for the six months ended October 27, 2012. Combined revenues for the six months ended October 26, 2013 were $447.8 million, an 8.4% decline from revenues of $489.0 million in the comparable year ago period. Distribution segment combined revenues decreased 7.8% and Curriculum segment combined revenues declined by 9.7%, when comparing the fiscal 2014 and fiscal 2013 six month periods. Within Curriculum, approximately $5 million of the decline was related to large curriculum orders in two states which were not expected to recur in the current year, as well as approximately $8.5 million related to our student planners and agenda products. Revenues through the first half of the year are tracking in line with Company projections. Combined gross profit margin for the six months ended October 26, 2013 was 39.4% as compared to 40.1% for the Predecessor Company's six months ended October 27, 2012. This decline of 70 basis points is due to a combination of reduced vendor rebates in the current year, as well as higher product development amortization in the Company's Curriculum segment. Combined selling, general and administrative (SG&A) expenses for the six months ended October 26, 2013 were $136.3 million as compared to $142.5 million for the comparable year-ago period, a decrease of $6.2 million. This decrease was primarily a result of cost improvement programs the Company has and continues to implement, as well as variable selling costs associated with decreased revenues. Additionally, the Company recorded $3.6 million of restructuring charges during the fiscal 2014 six month period, which consisted of severance related costs and expenses associated with the shutdown of printing plants. Combined operating income for the six months ended October 26, 2013 was $36.7 million as compared to operating income of $53.8 million for the six months ended October 27, 2012. Combined interest expense decreased $8.6 million, from $19.3 million for the six months ended October 27, 2012 to $10.7 million for the six months ended October 26, 2013. This decrease was due primarily to $7.4 million of interest expense on the Company's convertible debt for the six months ended October 27, 2012, of which $4.5 million was non-cash interest expense. Additionally, interest expense for the six months ended October 27, 2012, included $2.5 million of debt issuance cost writes-offs, as compared to zero in the current year, associated with the debt refinancing completed in May 2012. These decreases were partially offset by higher interest expense on the Company's term loans for the comparable periods due to higher average borrowings, partially offset by a decrease in the borrowing rate. During the third quarter of fiscal 2013, the Company recorded a $25.1 million prepayment charge related to the acceleration of the obligations under the Bayside term loan credit agreement. The $25.1 million early termination fee plus approximately $1.3 million of potential interest expense was placed in an escrow account and released to Bayside early in the second quarter of fiscal 2014. Shortly thereafter, the parties reached an agreement whereby the early termination fee was fixed at $21 million. As such, Bayside would retain $21 million and refund the Company, $5.4 million of excess amounts funded into the escrow. The refund took place in the fiscal second quarter of 2014, of wh ich $4.1 million was a partial refund of the early termination fee and the remainder was a refund of interest expense. In the six months ended October 26, 2013, the Company recorded an $80.2 million net reorganization gain. This consists of $162.4 million of cancellation of indebtedness income related to the settlement of prepetition liabilities and changes in the Predecessor Company's capital structure related to the Reorganization Plan, offset by $30.2 million of fresh start adjustments, $21.4 million of cancellation of debt upon the issuance of equity, $18.5 million of professional, financing and other fees, $7.0 million of contract rejections and $5.1 million of other reorganization adjustments. Combined net income for the six month period ended October 26, 2013 was $107.7 million compared with $32.5 million in the comparable period last year. On a diluted per share basis, net income was $35.66 for the six months ended October 26, 2013 as compared to $1.72 for the six months ended October 27, 2012. Combined adjusted earnings before income taxes, depreciation and amortization (EBITDA) was $61.2 million in the fiscal 2014 six month period as compared to $71.8 million in the comparable fiscal 2013 period. This decline was primarily related to lower sales volumes for the comparable six month periods, partially offset by savings realized in SG&A. Market Outlook Based on year-to-date performance and the market outlook for the remainder of the year, the Company today reiterates its prior guidance. Management believes that revenues will be approximately $620-$630 million, trending towards the mid to high-end of that range. Adjusting for public company expenses of approximately $2 million, which were not part of the reorganization plan, the Company continues to project Adjusted EBITDA of $40-$44 million. Additionally, restructuring charges in fiscal 2014 are expected to be in the range of $12-$14 million and capital expenditures, originally budgeted at $19 million, are expected to be approximately $18 million. Mr. Henderson concluded, "We continue to make strides in strengthening our balance sheet and remain focused on cash generation, two of our top corporate priorities. I'm also pleased to report that shortly after the end of the quarter, we fully repaid our ABL and lowered our interest payments. With further improvements expected in terms of working capital management and cash generation in addition to the operational savings we expect to generate as a result of Phase I of the Process Improvement Program, we should be able to generate better returns in fiscal 2015, especially if market conditions continue to improve. We're realigning our business to become a better resource for our customers, and all of us at School Specialty remain focused on enhancing long-term value." School Specialty intends to publish an accompanying presentation on its financial results later this week. The Company will not be hosting a teleconference, but management will be available to address questions after the filing of this supplemental information. About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013. The petition estimated assets of $494.5 million and debt of $394.6 million. The Debtors are represented by lawyers at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The ABL Lenders are represented by lawyers at Goldberg Kohn and Richards, Layton and Finger, P.A. The Ad Hoc DIP Lenders led by U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan LLP, and Duane Morris LLP. The lending consortium consists of some of the holders of School Specialty Inc.'s 3.75% Convertible Subordinated Notes Due 2026. The Official Committee of Unsecured Creditors appointed in the case is represented by lawyers at Brown Rudnick LLP and Venable LLP. Bayside is represented by Pepper Hamilton LLP and Akin Gump Strauss Hauer & Feld LLP. School Specialty in April 2013 decided to reorganize rather than sell. The company filed a so-called dual track plan that called for selling the business at auction on May 8 or reorganizing while giving stock to lenders and unsecured creditors. The company later served a notice that the auction was canceled and the plan would proceed by swapping debt for stock to be owned by lenders, noteholders, and unsecured creditors. School Specialty's Second Amended Plan of Reorganization became effective, and the Company emerged from Chapter 11 protection in June 2013. The plan gave 87.5 percent of the reorganized company's stock to lenders who provided $155 million in replacement financing, for a predicted full recovery. Noteholders owed $170.7 million took the other 12.5 percent of the stock, for an estimated 6 percent recovery. SKYBROOK GOLF CLUB: Under Receivership, To be Auctioned ------------------------------------------------------- Ely Portillo, writing for the Charlotte Observer, reports that Mecklenburg County officials said two Charlotte-area golf courses placed in receivership after failing to pay back millions of dollars in loans will be auctioned next month. Skybrook Golf Club in Huntersville and Charlotte Golf Links were both part of the Carolina Trail group, before they were placed in permanent receivership by a judge in August, according to charlotteobserver.com. The report relates that the courses owed millions to their lender, Hunting Dog Capital, a San Francisco- based firm. The report notes that Julie Berger, in the Mecklenburg Office of the Tax Collector, the two properties are scheduled to receive bids by Jan. 14, and to officially be auctioned on Jan. 17. A judge is expected to hold a hearing and approve the sale on Feb. 10, the report relates. While in receivership, Skybrook and Charlotte Golf have remained open and are being run by Virgina-based Billy Casper Golf Management, the report says. The owner of the five remaining Carolina Trail golf courses ? Birkdale, The Tradition, The Divide, Highland Creek and Waterford in Rock Hill ? told the Observer that he expects they will go into foreclosure and bankruptcy within a week, with lenders taking possession of the five courses, the report notes. Court papers had not been filed to foreclose or declare bankruptcy by Wednesday, the report adds. STAR DYNAMICS: Creditors Consent to Limited Use of Cash Collateral ------------------------------------------------------------------ Whitney Bank and Thomas R. Becnel, creditors of STAR Dynamics Corporation, consent to the Debtor's use of cash collateral for the period beginning Dec. 10, 2013, and ending Dec. 27, 2013. The consent of WB to the Debtor's use of cash collateral will immediately cease and terminate upon the earlier of any of the following: (a) a breach of any condition of WB's consent, or (b) Dec. 28, 2013. STAR Dynamics Corp., a developer and provider of radar systems for the military, filed a petition for Chapter 11 protection on Dec. 10 in Columbus, Ohio, in part to halt a lawsuit by BAE Systems Plc. The case is In re STAR Dynamics Corp., 13-59657, U.S. Bankruptcy Court, Southern District of Ohio (Columbus). STAR DYNAMICS: Employs Allen Kuehnle as Bankruptcy Attorneys ------------------------------------------------------------ STAR Dynamics Corporation seeks authority from the U.S. Bankruptcy Court for the Southern District of Ohio, Eastern Division, to employ Allen Kuehnle Stovall & Neuman LLP as attorneys. Thomas R. Allen, Esq. -- allen@aksnlaw.com -- and Richard K. Stovall, Esq. -- stovall@aksnlaw.com -- will serve as case attorneys for Debtor. Mr. Allen and Mr. Stovall's normal and customary hourly rates are $400 and $350. In addition, the following AKSN attorneys may perform professional services in this case: J. Matthew Fisher, Esq. -- fisher@akslaw.com $300 Daniel J. Hunter, Esq. -- hunter@aksnlaw.com $315 Rick L. Ashton, Esq. -- ashton@aksnlaw.com $250 Erin L. Pfefferle, Esq. -- pfefferle@aksnlaw.com $205 Jeffrey R. Corcoran, Esq. -- corcoran@aksnlaw.com $205 The Debtors will also reimburse the firm for any necessary out-of- pocket expenses. Mr. Stovall, a partner at AKSN, assures the Court that assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. According to Mr. Stovall, AKSN's representation of Debtor began on or about late November, 2013. Since that time AKSN has received the following payments from Debtor as and for payments for services rendered and reimbursement of expenses: * December 9, 2013 - $100,000 * December 10, 2013 - $14,118 As of the Petition Date, in accordance with the terms of the Debtor's engagement of AKSN, the sum of $85,882 remained on deposit in AKSN's trust account as and for a retainer balance. STAR Dynamics Corp., a developer and provider of radar systems for the military, filed a petition for Chapter 11 protection on Dec. 10 in Columbus, Ohio, in part to halt a lawsuit by BAE Systems Plc. The case is In re STAR Dynamics Corp., 13-59657, U.S. Bankruptcy Court, Southern District of Ohio (Columbus). STAR DYNAMICS: Hires Womble Carlyle as Special Counsel ------------------------------------------------------ STAR Dynamics Corporation seeks authority from the U.S. Bankruptcy Court for the Southern District of Ohio, Eastern Division, to employ Womble Carlyle Sandridge & Rice LLP as special counsel for the purpose of advising and representing the Debtor with respect to all litigation matters relative to BAE Systems Technology Solutions & Services Inc. and with respect to the completion of prepetition patent work. The following professionals are anticipated to provide services to the Debtor: Michael J. Sullivan, Esq. -- MSullivan@wcsr.com $545 Russell A. Williams, Esq. -- rwilliams@wcsr.com $330 Julie E. Adkins, Esq. -- jadkins@wcsr.com $270 Louis T. Isaf, Esq. -- lisaf@wcsr.com $650 Nanda K. Alapati, Esq. -- nalapati@wcsr.com $565 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Sullivan, a parter at Womble Carlyle Sandridge & Rice LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. STAR Dynamics Corp., a developer and provider of radar systems for the military, filed a petition for Chapter 11 protection on Dec. 10 in Columbus, Ohio, in part to halt a lawsuit by BAE Systems Plc. The case is In re STAR Dynamics Corp., 13-59657, U.S. Bankruptcy Court, Southern District of Ohio (Columbus). STELLAR BIOTECHNOLOGIES: Partners with Amaran to Develop OBI-822 ---------------------------------------------------------------- Stellar Biotechnologies, Inc., has entered into a collaboration agreement with Amaran Biotechnology, Inc., a privately-held Taiwan biopharmaceuticals manufacturer, to develop and evaluate methods for the manufacture of OBI-822 active immunotherapy using Stellar's GMP grade Keyhole Limpet Hemocyanin. Amaran designs, develops, and manufactures active immunotherapies such as OBI-822, the lead immunotherapy product of OBI Pharma, Inc. The primary purpose of the alliance is to develop and evaluate methods for the manufacture of the OBI-822 active immunotherapy using Stellar's GMP grade KLH. OBI-822 is a new generation of active immunotherapy combining Globo-H, a carbohydrate antigen frequently expressed by cancer cells, together with KLH as the immune-stimulating carrier molecule. An active immunotherapy uses a patient's own immune system to recognize and mount an attack against the targeted tumor cells. OBI-822 is currently being evaluated for the treatment of metastatic breast cancer in International Phase 2/3 clinical trials* in the United States, Taiwan, South Korea, India and Hong Kong. It is also being evaluated for the treatment of ovarian cancer in an investigator-initiated Phase 1/2 clinical trial in Taiwan. * OBI-822 is in Phase III in Taiwan and Phase II in the U.S., South Korea, India and Hong Kong "This is an important, multinational clinical project and Stellar is very pleased to collaborate with Amaran on the manufacture of Immunotherapies such as OBI-822," said Frank Oakes, president and CEO of Stellar Biotechnologies, Inc. "This is an excellent example of Stellar KLHTM technology serving as a platform for partnerships with long-term product development and commercial potential." Catherine Brisson, Ph.D., chief operating officer for Stellar said, "KLH is a key active ingredient in immunotherapy drugs. Our goal is to ensure that partners such as Amaran have future supply of the highest-quality KLH to meet the specifications of each particular immunotherapy drug." "We are pleased to have Stellar Biotechnologies' key technical advances in KLH applied to this important cancer active immunotherapy program," said Tessie Che, general manager and Chair of Amaran's Board of Directors. "We look forward to working closely with the Stellar team on this development project." Under the terms of the agreement, Stellar will be responsible for the production and delivery of GMP grade KLH for evaluation as a carrier molecule in OBI-822 immunotherapy. Stellar will also be responsible for method development, product formulation, and process qualification for certain KLH reference standards. Amaran will be responsible for development objectives and product specifications. The agreement provides for Amaran to pay to Stellar fees for certain expenses and costs associated with the development program. Subject to certain conditions and timing, the collaboration also provides for the companies to negotiate a commercial supply agreement for Stellar KLH in the future. About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. The Company's balance sheet at May 31, 2013, showed $2.23 million in total assets, $5.35 million in total liabilities and a $3.11 million total shareholders' deficiency. "Without raising additional financial resources or achieving profitable operations, there is substantial doubt about the ability of the Company to continue as a going concern," the Company said in its quarterly report for the period ended May 31, 2013. STOCKTON PUBLIC FINANCING: Moody's Removes Ba1 Rating on Rev Bonds ------------------------------------------------------------------ Moody's Investors Service has removed the provisional designation from the Ba1 rating on the Stockton Public Financing Authority's Water Revenue Bonds, Series 2010A (Delta Water Supply Project). Moody's has also upgraded the rating on the enterprise's 2005 Water Revenue Bonds Series A to Ba1 from Ba3. The rating on the 2010A variable rate mode bonds has been withdrawn. The rating outlook is now stable. Rating Rationale: The provisional rating on the 2010A bonds and the under review status of the 2005 bonds' rating was contingent upon the 2010A bonds converting from variable rate to fixed rate obligations. As the enterprise's sole variable rate obligation, the conversion eliminated the risk that the LOC bank might demand immediate payment of the bonds, which it was entitled to do as a result of the city's bankruptcy filing. The stable outlook incorporates Moody's expectations that the enterprise's fundamental operations will remain sound and that the enterprise will continue to make full and timely debt service payments, notwithstanding the uncertainties resulting from the city's bankruptcy. In addition to the variable rate conversion and the city's bankruptcy, the rating reflects the solid fundamental operations of the water system. However, the city's bankruptcy creates significant uncertainties for bondholders that are not consistent with an investment-grade rating. The bonds are secured by payments of the Stockton Public Financing Authority. These payments are secured by installment payments made from a senior pledge of net water revenues of the enterprise. Strengths: -- In the course of the city's bankruptcy, neither the city nor its creditors have challenged the continued payment of the water revenue bond debt service -- Senior lien debt service coverage is sound and likely to remain so -- The enterprise's debt profile has been significantly improved by the successful conversion of the 2010As to fixed rate -- The water enterprise operations have been solid, in large part reflecting the city's continued willingness to raise water rates Challenges: -- The City of Stockton remains in bankruptcy -- The city's proposed plan of adjustment to exit bankruptcy still needs court approval; the city's proposed plan may not be sustainable in the long-term, since multi-year operating deficits are projected to return in fiscal 2015 -- The local economy, though slowly recovering, remains pressured What Could Change the Rating Up: -- City's emergence from bankruptcy -- Improved operating performance resulting in strengthened reserves and stronger total debt service coverage What Could Change the Rating Down: -- Material deterioration of senior and total debt service coverage -- Materially negative, unanticipated outcome from the city's bankruptcy proceeding STRASBURG COMMERCIAL: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Strasburg Commercial Development Company, LLC 8189 Madrillon Oaks Court Vienna, VA 22182 Case No.: 13-15572 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: Steven H. Greenfeld, Esq. COHEN BALDINGER & GREENFELD, LLC 2600 Tower Oaks Blvd, Suite 103 Rockville, MD 20852 Tel: 301-881-8300 Fax: 301-881-8350 Email: steveng@cohenbaldinger.com Total Assets: $8.90 million Total Liabilities: $5.86 million The petition was signed by Martin Turk, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. STREAMTRACK INC: Incurs $2.6 Million Net Loss in Fiscal 2013 ------------------------------------------------------------ StreamTrack, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.61 million on $1.72 million of total revenue for the year ended Aug. 31, 2013, as compared with a net loss of $1.58 million on $1.74 million of total revenue for the same period a year ago. The Company's balance sheet at Aug. 31, 2013, showed $991,222 in total assets, $4.17 million in total liabilities and a $3.17 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Aug. 31, 2013. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-K is available for free at: http://is.gd/7H9lXY About StreamTrack Santa Barbara, California-based StreamTrack, Inc., is a digital media and technology services company. The Company provides audio and video streaming and advertising services through the RadioLoyalty(TM) Platform to over a global group of over 1,500 internet and terrestrial radio stations and other broadcast content providers. T BONES MANAGEMENT: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------- Debtor: T Bones Management LLC 1255 S Shiloh Dr Fayetteville, AR 72703 Case No.: 13-74095 Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Western District of Arkansas (Fayetteville) Judge: Hon. Ben T Barry Debtor's Counsel: Stanley V Bond, Esq. ATTORNEY AT LAW P.O. Box 1893 Fayetteville, AR 72701-1893 Tel: (479) 444-0255 Fax: (479) 444-7141 Email: attybond@me.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kathy Wikerson, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/arwb13-74095.pdf THOMAS LOUNGE: Assets to Be Auctioned Off Jan. 14 ------------------------------------------------- The Bankruptcy Court for the Western District of Pennsylvania will offer for sale to the highest bidder the real property of Thomas Lounge Incorporated located at 522 Rosedale Street, 13th Ward, City of Pittsburgh, PA 15221. The auction will be held Jan. 14, 2014, at 1:30 p.m., in Courtroom B, 54th Floor, U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219. The initial offer for the property is $13,000 subject to higher and better offers which will be considered at the hearing. Hand money requirements at the time of the hearing are that the successful bidder, other than the original bidder/purchaser, must deposit earnest money immediately following the bidding, in cash, money order, or cashier's check, equal to 10% of the amount of the successful bid. The deposit shall be held in escrow and applied at time of closing to the purchase price. The successful bidder must also provide proof of ability to pay the cash balance amount of the bid for the property, at the time of the successful bid, by providing copies of bank statements or loan commitment, at the hearing, establishing proof of funds available to pay the full purchase price. The sale is free and clear of all liens, taxes, claims and encumbrances. The sale is subject to the approval of the Bankruptcy Court and any other conditions set forth in the Order of the Court confirming the sale. Additional information regarding the property is available on the Court's Web site for Electronic Access to Sales Information, at http://www.pawb.uscourts.gov/electronic-access-sales-information- easi or locate the EASDI link on the Bankruptcy Court website at: http://www.pawb.uscourts.gov/ Interested parties may contact: Mary Bower Sheats, Esq. FRANK,GALE, BAILS, MURCKO & POCRASS, P.C. 3300 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Tel: 412-471-5931 E-mail: mbsheats@fbmgg.com Thomas Lounge, Incorporated, sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 12-25598) on Nov. 14, 2012, listing under $1 million in both assets and debts. A copy of the petition is available at http://bankrupt.com/misc/pawb12-25598.pdf TLC HEALTH NETWORK: Files for Chapter 11 to Deal With $9-Mil. Debt ------------------------------------------------------------------ TLC Health Network, owner of the Lake Shore Hospital, the Charles Cannon Clinic, and other healthcare operations in New York, sought bankruptcy protection (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. According to schedules filed in bankruptcy court in Buffalo, New York, the Debtor had total assets of $40.6 million, including real property assets of $25.7 million. Total liabilities were only $9.2 million, of which nearly $2.3 million is owed to secured creditors. Operating locations of TLC are: * TLC Health Network Lake Shore Hospital 845 Routes 5 & 20 Irving, New York 14081-9716 * Charles Cannon Clinic 7020 Erie Road Derby, New York 14047 * Conewango Valley Med Center RD#1 Conewango Valley, New York 14726 * Forestville Primary Care Center 10988 Bennett State Road Forestville, New York 14062 * Gowanda Urgent Care and Gowanda Medical Center 34 Commercial Street Gowanda, New York 14070 * TCH Chemical Dependency Clinic 33 North Main Street Cassadaga, New York 14718-9800 * TLC Health Network Tri-County Memorial Hospital 100 Memorial Drive Gowanda, New York 14070 A copy of the schedules of assets and liabilities is available for free at http://bankrupt.com/misc/TLC_Health_Schedules.pdf The Debtor is represented by Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., in Syracuse, New York. According to reporting by Business First of Buffalo, Tim Cooper, a board member at TLC, stated in a media release that the filing would allow the system to propose a reorganization plan that would enable TLC to address debt issues while seeking new sources of income and sustainability. "We believe this is a necessary step toward our ultimate goal of maintaining viable health services within this community," he said. "Filing for Chapter 11 should allow us to climb out from under our debt and emerge stronger and more financially stable." TLC HEALTH NETWORK: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: TLC Health Network fdba Lake Shore Inter-Community Hospital, Inc. fdba Townsend Hospital dba Charles Cannon Clinic dba TLC Health Network Nursing Facility dba Conewango Valley Med Center dba Gowanda Medical Center dba Forestville Primary Care Center fdba Lake Shore Hospital, Inc. dba Gowanda Primary Care fdba Lake Shore Health Center fdba Tri-County Memorial Hopsital dba TCH Chemical Dependency Clinic dba Gowanda Urgent Care 845 Routes 5 & 20 Irving, NY 14081 Case No.: 13-13294 Type of Business: Healthcare Institution Chapter 11 Petition Date: December 16, 2013 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Carl L. Bucki Debtor's Counsel: Jeffrey A. Dove, Esq. MENTER, RUDIN & TRIVELPIECE, P.C. 308 Maltbie Street, Suite 200 Syracuse, NY 13204-1498 U.S.A. Tel: (315) 474-7541 Fax: (315) 474-4040 Email: jdove@menterlaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Timothy Cooper, Chairman of the Board of Directors. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ JPMorgan Chase Revolving Credit $803,373 Bank, N.A., Trustee Note of Dr/Mrs Ira Livermore Fund PB & PMW Loan Administration 24713 Network Place Chicago, IL 60673-1247 Philips Medical Systems N.A.CO. Equipment Lease $246,403 Willcare Goods/services $223,886 Arthrex Goods/services $209,157 Gerster Sales & Service, Inc. Goods/services $169,614 Cannon Design Goods/services $161,019 Zimmer US Goods/services $129,982 ComDoc, Inc. Goods/services $124,214 Jamestown Rehab Goods/services $88,615 Concept Construction Corp Goods/services $66,141 Chautauqua Opportunities, Inc. Goods/services $65,980 Thomas Johnson, Inc. Goods/services $65,730 Alcon Laboratories, Inc. Goods/services $57,818 CPSI Goods/services $55,961 Medline Goods/services $49,291 Fuji Medical Systems Goods/services $48,252 Jamestown Psychiatric, P.C. Goods/services $47,916 Laboratory Corporation of America Goods/services $47,469 Simmons Recovery Consulting Goods/services $41,470 Jamestown Meals on Wheels Goods/services $40,495 TLO LLC: TransUnion Completes Acquisition of Business ----------------------------------------------------- TransUnion on Dec. 16 disclosed that it has completed the acquisition of Boca Raton, Fla.-based TLO, a leading company in the risk information and analytics industry. "This acquisition supports our primary mission to help organizations optimize their risk-based decisions and enable consumers to understand and manage their personal information," said Jim Peck, TransUnion's president and CEO. "We are excited about the possibilities the combination of our two companies will bring to our existing customers as well as new markets that need to leverage data and analytics to effectively manage risk." On November 22, the U.S. Bankruptcy Court for the Southern District of Florida named TransUnion's offer of $154 million in cash as the winning bid in the court-managed auction of TLO. The transaction will not materially affect TransUnion's financial results for 2013. 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. TRANSGENOMIC INC: Expands Contractual Agreement with Blue Cross --------------------------------------------------------------- Transgenomic, Inc., has expanded its national contractual agreement with The Blue Cross and Blue Shield Association, which offers its Blue Plans affiliates access to competitive pricing for Transgenomic's valuable molecular diagnostic tests and services. This agreement has a five-year term. The expanded agreement with BCBSA facilitates streamlined reimbursement and provides patients affiliated with Blue Plans access to Transgenomic's portfolio of medically important genetic tests. The tests provide treating physicians with actionable information that helps determine the best therapy for each individual, with the goal of improving patient outcomes. The BCBSA is a national federation of 37 independent, community- based and locally operated Blue Cross(R) and Blue Shield(R) companies and is part of the nation's oldest and largest family of health benefits companies. Blue Cross and Blue Shield companies provide healthcare coverage for nearly 100 million people in all 50 states. About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic incurred a net loss of $8.32 million in 2012, a net loss of $9.78 million in 2011 and a net loss of $3.13 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $33.18 million in total assets, $17.78 million in total liabilities and $15.39 million in total stockholders' equity. As reported by the TCR on Feb. 13, 2013, Transgenomic entered into a forbearance agreement with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of Forest Laboratories, Inc., and successor-in-interest to PGxHealth, LLC, with an effective date of Dec. 31, 2012. TRONOX INC: Litigation Trust's Statement on Win Against Kerr-McGee ------------------------------------------------------------------ In the largest environmental fraudulent transfer case ever tried, US Bankruptcy Judge Allan L. Gropper on Dec. 12 found in favor of the Tronox Inc. litigation trust and indicated that he will enter a damages award between $5.1 billion and $14.1 billion relating to fraudulent transfers perpetrated by Kerr-McGee (now a wholly-owned subsidiary of Anadarko Petroleum Company) in an effort to shield the company's valuable oil and gas assets from environmental and toxic tort liability claims held by creditors. Judge Gropper found that Defendant Kerr-McGee "acted with intent to 'hinder and delay' the debtors' creditors when they transferred out and then spun off the oil and gas assets, and that the transaction, which left the debtors insolvent and undercapitalized, was not made for reasonably equivalent value." John Hueston, the litigation trustee for the prevailing Tronox trust, stated: "T[he] ruling exposes Kerr McGee's fraudulent effort to avoid responsibility for massive environmental liabilities that proliferated nationally over the course of decades." "This ruling will provide federal, state and local governments as well as the Navajo Nation with the means to make significant strides towards the remediation of the environmental hazards Kerr McGee wrongfully attempted to abandon, and to provide a measure of redress to individuals harmed by Kerr McGee's abandoned industrial and chemical waste." "Kerr McGee's attempted avoidance of its massive environmental liabilities threatened communities across the nation which have waited years for Kerr McGee and Anadarko to be held accountable. Victim communities include the Navajo Nation (uranium contamination), Manville, New Jersey (coal tar creosote pollution), downtown Chicago (thorium and other toxins), west Chicago (radioactive contamination), Cimarron, Oklahoma (uranium contamination), Henderson, Nevada (perchlorate and hexavalent chromium in ground water), Savannah, Georgia (toxins relating to titanium dioxide processing), the residents of Avoca, Pennsylvania (creosote exposure), as well as communities in Massachusetts, Texas, Missouri, Alabama, Mississippi, New York and Louisiana." Irell & Manella's John Hueston is the litigation trustee of the Tronox trust, formally known as the Anadarko Litigation Trust. Hueston was appointed as trustee of the Anadarko Litigation Trust in February 2011, with broad responsibilities to prosecute and defend all claims on behalf of the trust's diverse beneficiaries including the United States government, more than a dozen states, the Navajo Nation, and a class of individual tort victims. The trust's case against Kerr-McGee was tried in federal bankruptcy court in the Southern District of New York from May through September of 2012. At trial, the trust alleged that Kerr- McGee executives fraudulently allocated the company's massive environmental and tort liabilities from legacy businesses such as uranium mining and wood treatment facilities to Tronox, a spin-off entity created to serve as a dumping ground for the liabilities. Kerr-McGee then shuffled its oil and gas assets to a "clean" entity known as New Kerr-McGee which, once freed from the company's historical liabilities, was primed for a lucrative acquisition that would net Kerr-McGee executives tens of millions of dollars in personal bonuses and stock profits. After finalizing the spin-off of Tronox, New Kerr-McGee was quickly acquired by Anadarko for $18 billion in 2006, leaving Kerr-McGee's environmental and tort creditors unable to access the oil and gas assets to aid with remediation and cleanup efforts. Unable to support the mounting costs of the legacy liabilities, Tronox filed for bankruptcy in 2009. After filing for bankruptcy protection in January 2009, Tronox filed the lawsuit against Anadarko. It implemented a confirmed reorganization plan in February 2011 that created the trust to prosecute the suit. The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern District New York (Manhattan). The Tronox Trust is represented by the Litigation Trustee, John Hueston of Irell & Manella LLP, and by Kirkland & Ellis. The US Department of Justice participated in the trial against Kerr McGee/Anadarko through a parallel action. 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. TTM TECHNOLOGIES: S&P Rates Proposed $150MM Convertible Notes 'BB' ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '4' recovery rating to Costa Mesa, Calif.-based TTM Technologies Inc.'s proposed $150 million senior unsecured convertible notes due 2020. The ratings are the same as those on the company's existing convertible debt. The '4' recovery rating indicates S&P's expectation for average recovery (30% to 50%) in the event of payment default. The company intends to use the proceeds to repurchase a portion of its outstanding convertible notes due 2015. S&P believes that the company will reserve any unused proceeds for required debt repayment in 2014 and early 2015. The 'BB' corporate credit rating and stable outlook on TTM are unchanged because S&P views the proposed transaction as a prefunding of outstanding obligations and the incremental debt as temporary. The ratings reflect S&P's view of TTM's "significant" financial risk profile with leverage in the low-3x area as of Sept. 30, 2013, and its "weak" business risk profile marked by cyclical end market demand, a fragmented and competitive PCB manufacturing industry, meaningful customer concentration, and rising labor costs. These assessments result in an anchor rating of 'bb-' and S&P makes a positive one-notch adjustment because it views TTM as having positions at the higher end of the ranges for the weak and significant business and financial risk categories, respectively. RATINGS LIST TTM Technologies Inc. Corporate Credit Rating BB/Stable/-- New Rating TTM Technologies Inc. Senior Unsecured $150 mil. notes due 2020 BB Recovery Rating 4 UNITED AMERICAN: Incurs $343,000 Net Loss in Third Quarter ---------------------------------------------------------- United American Healthcare Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $343,000 on $1.82 million of contract manufacturing revenue for the three months ended Sept. 30, 2013, as compared with net income of $83,000 on $1.91 million of contract manufacturing revenue for the same period a year ago. As of Sept. 30, 2013, the Company had $15.38 million in total assets, $12.68 million in total liabilities and $2.70 million in total shareholders' equity. "At September 30, 2013, the Company had (i) cash and cash equivalents and short-term marketable securities of $0.3 million, compared to $0.1 million at June 30, 2013 and net negative working capital of $9.1 million, compared to net negative working capital of $8.4 million at June 30, 2013. As a result, the Company could go into default on debt or other obligations that may come due within the current fiscal year, including the Company's put obligation, as described further in Note 13 to the Unaudited Consolidated Financial Statements accompanying this report. In addition, the Company's subsidiary, Pulse Systems, LLC, may go into default on its obligation to make redemption payments on its preferred units, as described in Notes 7 the Unaudited Consolidated Financial Statements accompanying this report. The Company's management and auditors have concluded that these factors raise substantial doubt as to the Company's ability to continue as a going concern," the Company said in the Quarterly Report. A copy of the Form 10-Q is available for free at: http://is.gd/PdE9jG About United American Chicago-based United American Healthcare, through its wholly owned subsidiary Pulse Systems, LLC, provides contract manufacturing services to the medical device industry, with a focus on precision laser-cutting capabilities and the processing of thin-wall tubular metal components, sub-assemblies and implants, primarily in the cardiovascular market. United American reported net income of $537,000 on $8.48 million of contract manufacturing revenue for the year ended June 30, 2013, as compared with a net loss of $1.86 million on $6.83 million of contract manufacturing revenue for the year ended June 30, 2012. Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company had a working capital deficiency of $8.4 million. The Company's liabilities and working capital raise substantial doubt about its ability to continue as a going concern. UNITEK GLOBAL: To Issue 2.9MM Common Shares under 2013 Plan ----------------------------------------------------------- UniTek Global Services, Inc., registered with the U.S. Securities and Exchange Commission 2,958,617 common shares issuable under the Company's 2013 Omnibus Equity Compensation Plan. A copy of the Form S-8 prospectus is available for free at http://is.gd/IHIzOy 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. USEC INC: Reaches Agreement with Noteholders on Restructuring ------------------------------------------------------------- USEC Inc. on Dec. 16 disclosed that it has reached an agreement with a majority of the holders of its senior convertible notes on the terms of a financial restructuring plan that will strengthen the company's balance sheet, enhance its ability to sponsor the American Centrifuge project and improve its long-term business opportunities. Under the terms of the agreement, the company will replace approximately $530 million in convertible notes that are scheduled to mature in October 2014 with new debt and equity. "We are pleased to reach agreement with a significant number of our noteholders on a plan to improve our capital structure and enhance our ability to be a stronger sponsor of the American Centrifuge project," said John K. Welch, USEC president and chief executive officer. "We have said for many months that we are transitioning our business to focus on our core strengths, and [Mon]day's announcement represents another important step in that process." Throughout the restructuring process, USEC expects to continue its operations and to meet its obligations to its stakeholders, including suppliers, partners, customers and employees. The company also anticipates the continuation of research, development and demonstration activities for the American Centrifuge technology, as well as the transition activities at the Paducah Gaseous Diffusion Plant by United States Enrichment Corporation, which is the primary operating subsidiary of USEC Inc. Discussions continue with the Babcock & Wilcox Investment Company (B&W) and Toshiba Corporation regarding agreement to restructure their preferred convertible equity investment. The noteholders and USEC have made a proposal regarding restructuring the Toshiba and B&W investment and the parties are in discussions on those terms and documentation which must be completed prior to implementing the financial restructuring plan. As strategic investors, Toshiba and B&W remain supportive on deployment of the American Centrifuge Plant. The agreement with the noteholders, which includes the participation of financial institutions representing approximately 60 percent of the company's debt, calls for the company's $530 million debt to be replaced with a new debt issue totaling $200 million. The new debt issue would mature in five years and automatically extend an additional five years upon the occurrence of certain events. In addition, the restructuring plan contemplates that the existing equity will be replaced with new equity. The noteholders would receive 79 percent of the new equity as common stock. The plan calls for Toshiba and B&W to jointly obtain 16 percent of the new common stock, as well as $40 million in debt on the same terms as the noteholders, in exchange for their existing preferred equity investment. Existing stockholders would receive 5 percent of the new common stock. As noted above, the detailed terms for restructuring Toshiba and B&W's preferred equity investment are being negotiated. Once implemented, the new capital structure will increase USEC's financial flexibility and support the company's continuing sponsorship of the American Centrifuge project. In order to implement the terms of the agreement, USEC Inc. expects to file a prearranged and voluntary Chapter 11 petition for relief in the United States Bankruptcy Court for the District of Delaware in the first quarter of 2014. It is anticipated that none of the company's subsidiaries will be filing for relief. United States Enrichment Corporation is anticipated to be a plan proponent for a limited purpose, but will not be included in the Chapter 11 filing. Such a filing is not expected to have any effect on on-going operations, suppliers, deliveries to customers or the American Centrifuge research, development and demonstration program. USEC recently announced that its full production-scale cascade of 120 machines achieved 20 machine-years of operations at commercial plant specifications. During that performance run, USEC successfully completed three important milestones set by the Department of Energy (DOE) for the program. DOE's ongoing support for the project is a condition to implementing the company's agreement with its noteholders. The company is currently in ongoing discussions with DOE officials regarding the American Centrifuge project and the proposed restructuring. Under terms of the agreement, the current USEC Board of Directors would oversee the restructuring process until the effective date of the plan when a new board would take its place. The new directors will all be U.S. citizens, except and to the extent that mitigation measures acceptable to the Nuclear Regulatory Commission and DOE are in place. The Company expects B&W and Toshiba to continue to have representation on the board of directors. USEC's legal advisor for the restructuring is Latham & Watkins LLP, its financial advisor is Lazard, and its restructuring advisor is AlixPartners LLP. An ad hoc group of holders of USEC's senior convertible notes was advised by Akin Gump Strauss Hauer & Feld LLP and Houlihan Lokey. About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. USEC disclosed a net loss of $1.20 billion in 2012 as compared with a net loss of $491.1 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.70 billion in total assets, $2.16 billion in total liabilities and a $462.1 million stockholders' deficit. PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has reported net losses and a stockholders' deficit at Dec. 31, 2012, and is engaged with its advisors and certain stakeholders on alternatives for a possible restructuring of its balance sheet, which raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "A delisting of our common stock by the NYSE and the failure of our common stock to be listed on another national exchange could have significant adverse consequences. A delisting would likely have a negative effect on the price of our common stock and would impair stockholders' ability to sell or purchase our common stock. As of September 30, 2013, we had $530 million of convertible notes outstanding. Under the terms of our convertible notes, a "fundamental change" is triggered if our shares of common stock are not listed for trading on any of the NYSE, the American Stock Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ Global Select Market, and the holders of the notes can require USEC to repurchase the notes at par for cash. We have no assurance that we would be eligible for listing on an alternate exchange in light of our market capitalization, stockholders' deficit and net losses. Our receipt of a NYSE continued listing standards notification described above did not trigger a fundamental change. In the event a fundamental change under the convertible notes is triggered, we do not have adequate cash to repurchase the notes. A failure by us to offer to repurchase the notes or to repurchase the notes after the occurrence of a fundamental change is an event of default under the indenture governing the notes. Accordingly, the exercise of remedies by holders of our convertible notes or the trustee of the notes as a result of a delisting would have a material adverse effect on our liquidity and financial condition and could require us to file for bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2013. USEC INC: Moody's Lowers CFR & Sr. Unsecured Notes Rating to 'Ca' ----------------------------------------------------------------- Moody's Investors Service lowered USEC's Corporate Family Rating (CFR) to Ca from Caa1 and Probability of Default Rating to C-PD from Caa1-PD. Moody's also downgraded the company's senior unsecured ratings to Ca from Caa2. The downgrades were prompted by the company's December 16, 2013 announcement that it has initiated a debt restructuring plan and expects to file for relief under Chapter 11 of the United States Bankruptcy Code in the first quarter of 2014. The outlook is negative. Moody's intends to withdraw all ratings following company's Chapter 11 filing. Ratings Rationale: The downgrade follows announcement that USEC has initiated a debt restructuring plan and intends to file for reorganization under Chapter 11 of the Bankruptcy Code. On December 16, 2013, the company announced that it reached agreement with its noteholders, representing approximately 60 percent of the company's debt, to replace the company's existing debt with new debt and equity. The plan calls for the company's $530 million debt, maturing in October 2014, to be replaced with a new debt issue totaling $200 million and maturing in five years or longer. The noteholders would also receive common stock representing 79% of the company's equity. The execution of the plan is contingent on reaching agreement with the company's preferred equity investors Babcock & Wilcox Investment Company (B&W) and Toshiba Corporation, as well as the continued support of the Department of Energy (DOE) for the American Centrifuge project. In order to implement the terms of the agreement, USEC expects to file a prearranged and voluntary Chapter 11 petition for relief in the United States Bankruptcy Court for the District of Delaware in the first quarter of 2014. It is anticipated that none of the company's subsidiaries will be filing for relief. Headquartered in Bethesda, Maryland, USEC is a leading global supplier of low enriched uranium (LEU) to both domestic and international utilities. Over the twelve months ended Sept. 30, 2013, USEC generated revenues of $1.4 billion. USG CORP: To Redeem $325 Million of Convertible Senior Notes ------------------------------------------------------------ USG Corporation had issued a notice of redemption to redeem on Dec. 16, 2013, $325 million in aggregate principal amount of the Corporation's outstanding $400 million in aggregate principal amount of 10 percent contingent convertible senior notes due 2018. The Notes called for redemption could either be (1) redeemed at a stated redemption price or (2) converted into shares of USG common stock. The holders of all $325 million in Notes called for redemption have elected to convert their Notes into shares of USG's common stock. Accordingly, as of Dec. 12, 2013, the Corporation has issued an additional 28,508,768 shares of its common stock in connection with the conversion of the Notes. About USG Corporation Based in Chicago, Ill., USG Corporation -- http://www.usg.com/-- through its subsidiaries, manufactures and distributes building materials producing a wide range of products for use in new residential, new nonresidential and repair and remodel construction, as well as products used in certain industrial processes. The company filed for Chapter 11 protection on June 25, 2001 (Bankr. Del. Case No. 01-02094). When the Debtors filed for protection from their creditors, they disclosed $3.252 billion in assets and $2.739 billion in liabilities. The Debtors emerged from bankruptcy protection on June 20, 2006. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $125 million on $3.22 billion of net sales, as compared with a net loss of $390 million on $2.91 billion of net sales during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $3.71 billion in total assets, $3.64 billion in total liabilities and $72 million total stockholders' equity including noncontrolling interest. * * * As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on USG Corp. to 'B' from 'B+'. "The downgrade reflects our expectation that USG's operating results and cash flow are likely to be strained over the next year due to the ongoing depressed level of housing starts and still- weak commercial construction activity," said Standard & Poor's credit analyst Thomas Nadramia. "It is now more likely, in our view, that any meaningful recovery in housing starts may be deferred until late 2012 or into 2013. As a result, the risk that USG's liquidity in the next 12 to 24 months will continue to erode (and be less than we incorporated into our prior ratings) has increased. The ratings previously incorporated a greater improvement in housing starts, which would have enabled USG to reduce its negative operating cash flow in 2012 and achieve breakeven cash flow or better by 2013." As reported by the TCR on Oct. 30, 2013, Moody's Investors Service upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1. The upgrade reflects better than anticipated overall 3Q13 operating performance. In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has upgraded the ratings of USG Corporation, including the company's Issuer Default Rating (IDR) to 'B' from 'B-'. The upgrade reflects USG's improving profitability and credit metrics this year and the expectation that this trend continues through at least 2014. VELTI PLC: GSO Is Winning Bidder for Mobile Marketing Business -------------------------------------------------------------- Velti plc on Dec. 17 disclosed that the stalking horse bid submitted by affiliates of GSO Capital Partners LP, the credit division of Blackstone, will be the bid presented to the U.S. Bankruptcy Court for approval of the sale of the Company's mobile marketing business. No other qualified bids were received. The proposed transaction includes the sale of business lines operated by Velti Inc. and Air2Web Inc. in the U.S., Air2Web India, Velti DR Limited and Mobile Interactive Group, Ltd. in the U.K., and Velti Netherlands B.V. in the Netherlands. All operations included in the proposed sale agreement are continuing as normal throughout the sale process. A hearing to approve the sale to the winning bidder is set for December 20, 2013. The proposed sale is expected to close shortly. 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. The parent, Dublin, Ireland-based 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. Capstone Advisory Group LLC serves as consultant. VILLAGE AT KNAPP'S: Jan. 15 Hearing on Adequacy of Plan Outline --------------------------------------------------------------- The Bankruptcy Court will convene a hearing on Jan. 15, 2014, at 2:00 p.m., to consider the adequacy of information in the Disclosure Statement explaining The Village at Knapp's Crossing, L.L.C.'s Chapter 11 Plan. Objections, if any, are due Jan. 13. As reported in the Troubled Company Reporter on Dec. 4, 2013, the Debtor filed a plan of reorganization that proposes to repay claims from funds generated by continued operations and the possible sale of certain properties of the Debtor. According to the explanatory disclosure statement dated Nov. 27, 2013, the Plan provides for these terms: -- Administrative expense (attorneys' fees at $150,000) and priority claims ($20,000) will be paid in full either on the effective date of the Plan, pursuant to agreement among the claimant and the Debtor, from the sale of property, or during the life of the Plan and no later than five years from the Effective Date. -- Allowed secured claims (approximately $7,261,789) will be paid in full over twenty years with an interest rate of 4.75%. -- Non-priority unsecured creditors (approximately $140,000) will be paid 25% of their allowed claims, subject to verification and reconciliation, if any, with half of the total payout to be paid no later than two years from the Effective Date, with the remaining half of the total payout to be paid no later than five years from the Effective Date, which will amount to significantly more than the non-priority Unsecured Creditors would receive if the Chapter 11 case were converted to a Chapter 7 liquidation bankruptcy case. The Debtor proposes that Evergreen Properties of Michigan, Inc., will continue to manage the day-to-day operations of the Debtor and the Properties, under the management of Steven D. Benner who is a very sophisticated real estate developer. Mr. Benner's S.D. Benner, L.L.C. has a 100% ownership interest in the Debtor. The Plan provides for the current leases that are in effect with the Debtor's tenants to be assumed. No bar date has been set in this case for the filing of proofs of claim, including unsecured claims. The Debtor reserves its right to amend the schedules that were filed in the Chapter 11 case. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Village_At_Knapps_DS.pdf About Village at Knapp's The Village at Knapp's Crossing, L.L.C., is in the business of real estate development, leasing, and operations. It owns a number of properties in Grand Rapids and Grand Rapids Township, Michigan. Village at Knapp's filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on July 25, 2013. Judge Scott W. Dales handles the case. On the Petition Date, the Debtor estimated its assets and debts at $10 million to $50 million. The petition was signed by Steven D. Benner, managing member on behalf of S.D. Benner, sole member. Tishkoff & Associates PLLC is the Debtor's bankruptcy counsel. Robert Attmore, Esq., is the Debtor's special counsel. VISUALANT INC: Unit Renews $1 Million Credit Facility with BFI -------------------------------------------------------------- TransTech Systems, Inc.'s $1,000,000 secured credit facility with BFI Business Finance secured credit facility with BFI Business Finance was renewed for an additional six months, with a floor for prime interest of 4.5 percent plus 2.5 percent. TransTech Systems, Visualant's wholly owned subsidiary, entered into the Credit Facility on Dec. 9, 2008, to fund its operations. The eligible borrowing is based on 80 percent of eligible trade accounts receivable, not to exceed $1,000,000. The secured credit facility is collateralized by the assets of TransTech Systems, with a guarantee by Visualant. The Company's revolving credit facility requires a lockbox arrangement, which provides for all receipts to be swept daily to reduce borrowings outstanding under the credit facility. About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant incurred a net loss of $2.72 million for the year ended Sept. 30, 2012, compared with a net loss of $2.39 million for the same period during the prior year. The Company's balance sheet at June 30, 2013, showed $5.59 million in total assets, $7.32 million in total liabilities, $46,609 in noncontrolling interest and a $1.78 million total stockholders' deficit. PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012. The independent auditors noted that the Company has sustained a net loss from operations and has an accumulated deficit since inception which raise substantial doubt about the Company's ability to continue as a going concern. WATERSTONE AT PANAMA: Has Until Jan. 6 to File Chapter 11 Plan -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nebraska extended until Jan. 6, 2014, the time for Waterstone at Panama City Apartments LLC to file a Chapter 11 Plan and Disclosure Statement. The Debtor needs additional time to complete all of the documentation necessary in relation to the settlement negotiations with its major secured creditor, Lenox Mortgage, XVIII, LLC. About Waterstone at Panama City Apartments, LLC Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC, is a single-asset real estate entity located in Panama City, Florida, and owned by a non-profit corporation called Tapestry Group, Inc., which is the sole member of Waterstone at Panama City Apartments, LLC. Waterstone at Panama City Apartments filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751) on April 9, 2013. Bankruptcy Judge Timothy J. Mahoney presides over the case. William L. Biggs, Jr., Esq., at Gross & Welch, P.C., L.L.O., represents the Debtor in its restructuring efforts. The Debtor disclosed $26,159,064 in assets and $26,120,989 in liabilities as of the Chapter 11 filing. The petition was signed by Edward E. Wilczewski, manager. Mr. Wilczewski is presently the interim president of Tapestry. WATERSTONE AT PANAMA: Court Okays Deal on Use of Cash Collateral ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nebraska approved a stipulation authorizing Waterstone at Panama City Apartments, LLC's continued use of cash collateral. On Oct. 16, 2013, the Debtor filed an emergency motion for extension of the authority to use cash collateral. After discussion between the Debtor's counsel and the counsel for secured creditor Lenox Mortgage XVIII, LLC, the parties reached an agreement. The stipulation between the Debtor and Lenox provides that pursuant to the agreed order entered April 30, 2013, the parties agree to the expiration date of cash collateral use until Jan. 15, 2014, at 5:00 p.m. Additionally, the budget attached to the cash collateral order does not provide for reimbursement of the Debtor's attorneys' cost incurred in the Debtor's bankruptcy case, the parties agree that the Debtor will be allowed to make one-time payments of $5,000 to the Debtor's attorneys for costs associated with discovery conducted. About Waterstone at Panama City Apartments, LLC Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC, is a single-asset real estate entity located in Panama City, Florida, and owned by a non-profit corporation called Tapestry Group, Inc., which is the sole member of Waterstone at Panama City Apartments, LLC. Waterstone at Panama City Apartments filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751) on April 9, 2013. Bankruptcy Judge Timothy J. Mahoney presides over the case. William L. Biggs, Jr., Esq., and Frederick D. Stehlik, Esq., at Gross & Welch P.C., L.L.O., represent the Debtor in its restructuring efforts. The Debtor disclosed $26,159,064 in assets and $26,120,989 in liabilities as of the Chapter 11 filing. The petition was signed by Edward E. Wilczewski, manager. Mr. Wilczewski is presently the interim president of Tapestry. WEN-KEV MANAGEMENT: Meeting to Form Creditors' Panel Today ---------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting Wednesday, December 18, 2013, at 11:00 a.m. in the bankruptcy case of Wen-Kev Management, Inc., et al. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 14th Floor, Room 1401 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. WORLD WIDE MINERALS: Starts Arbitration Proceedings v. Kazakhstan ----------------------------------------------------------------- World Wide Minerals Ltd. on Dec. 16 reported that it, together with its President and CEO, Paul A. Carroll, a citizen and resident of Canada, has initiated arbitration proceedings against the Republic of Kazakhstan under the 1989 Agreement between the Government of Canada and the Government of the Union of Soviet Socialist Republics for the Promotion and Reciprocal Protection of Investments. Based upon its multi-million dollar investment in 1996-1997 WWM managed and operated one of the largest uranium-processing facilities in the former Soviet state. It entered into numerous agreements with the Republic of Kazakhstan whereby the Government promised its full cooperation in the venture, and WWM poured millions of dollars of capital investment into the country to repair and modernize the country's uranium processing facilities and to finance uranium production and expansion. Soon thereafter, however, the Republic of Kazakhstan breached its contractual obligations to WWM and imposed upon it bureaucratic restrictions aimed solely at frustrating the object and purpose of those contracts -- ultimately leading to the suspension of operations at WWM's facility, and the bankruptcy, confiscation, and forced sale of its Kazakhstan assets by the State. According to Mr. Carroll the arbitral claim seeks to "hold Kazakhstan accountable for its deliberate acts and omissions that deprived WWM of its substantial investment in the country." The claimants are being represented by lawyers in Jones Day's Global Disputes practice in Washington, D.C. and London, England. According to Baiju S. Vasani, a partner in Jones Day's London office representing the claimants, "WWM was encouraged by the Government of Kazakhstan to invest in the country's mineral resources at a time when it desperately needed foreign investment and know-how, and was subsequently deprived of its investment by the State's unlawful acts. This is precisely the sort of conduct that the Republic of Kazakhstan pledged to avoid when it expressly succeeded to the obligations under the Canada/USSR BIT." Sir Franklin Berman KCMG QC of Essex Court Chambers, London England, is the claimants' party-appointed arbitrator to a three- member arbitral panel to decide this dispute. The arbitral panel under the UNCITRAL Arbitration Rules is expected to be fully constituted early in 2014. World Wide Minerals Ltd. is a Canadian natural resource developer. YRC WORLDWIDE: Solus Alternative Hikes Equity Stake to 14.5% ------------------------------------------------------------ Solus Alternative Asset Management LP and its affiliates disclosed in an amended Schedule 13D filed with the U.S. Securities and Exchange Commission that as of Dec. 12, 2013, they beneficially owned 1,831,057 shares of common stock of YRC Worldwide Inc. representing 14.56 percent of the shares outstanding. Solus Alternative previously reported beneficial ownership of 614,377 common shares or 5.32 percent equity stake as of Nov. 29, 2013. The Reporting Persons acquired 189,608 shares of common stock through open market purchases for an aggregate consideration of approximately $1,875,431. The Reporting Persons also acquired $28,589,922 principal amount of the Company's 10 percent Series A Convertible Senior Secured Notes and $12,819,310 principal amount of the Issuer's 10 percent Series B Convertible Senior Secured Notes for an aggregate consideration of approximately $42,856,128. The Notes are currently convertible into an aggregate of 1,641,449 shares of Common Stock. A copy of the regulatory filing is available at: http://is.gd/uGr9As 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." * Chapter 7 Lien-Stripping May Go to U.S. Supreme Court ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Bank of America NA is hoping the U.S. Supreme Court will take a case to resolve a split among federal circuit courts of appeal by ruling that a wholly unsecured subordinate mortgage can't be "stripped off" by an individual in Chapter 7. According to the report, the dispute goes back to a 1992 Supreme Court case called Dewsnup v. Timm. The court ruled that a partially secured first mortgage can't be reduced to the value of the property. In 1993, the Supreme Court ruled in In re Nobelman that an underwater mortgage can be stripped off in Chapter 13 cases in view of Section 1332 of the Bankruptcy Code. Three years before the Dewsnup decision, the U.S. Court of Appeals for the 11th Circuit in Atlanta had ruled in a case called Folendore that a subordinate mortgage can be reduced to an unsecured claim in Chapter 7 if the property was worth less than the first mortgage. When the issue of Chapter 7 strip-off came back to the 11th Circuit last year in a case called McNeal, the appeals court ruled that it was bound by Folendore because it wasn't explicitly overruled by Dewsnup. Nonetheless, the McNeal court's decision contained language suggesting that Folendore may no longer be good law. The Atlanta court in McNeal noted that two other circuit courts reached the opposite result on lien stripping in Chapter 7. Bank of America lost in the 11th Circuit in a case called Sinkfield on the question of whether strip-off is permitted in Chapter 7. Last week, the bank filed papers asking the U.S. Supreme Court to grant an appeal, saying there is a "square circuit split" on a "frequently recurring question." The bank cited three other circuit courts, all ruling that subordinate mortgages can't be stripped off in Chapter 7. Last year, U.S. District Judge Arthur D. Spatt in Brooklyn, New York, ruled in a case called Wachovia Mortgage v. Smoot that a "majority" of courts don't allow lien stripping of under-water subordinate mortgages in Chapter 7. Judge Spatt admitted that courts "almost uniformly" allow subordinate lien stripping in Chapter 13. The case is Bank of America NA v. Sinkfield, 13-700, U.S. Supreme Court (Washington). * New York's High Court Takes Case on Uncompleted Work ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the New York Court of Appeals, the state's highest court, accepted a case referred from a federal appeals court to decide whether profits from completing client matters belong to trustees for law firms that go out of business. According to the report, U.S. District Judge William H. Pauley III ruled in September 2012 in the bankruptcy liquidation of Thelen LLP that hourly fees earned on so-called unfinished business at a new law firm don't belong to the defunct firm. U.S. District Judge Colleen McMahon concluded the opposite in May 2012 in the liquidation of Coudert Brothers LLP, ruling that fees earned on unfinished business belong to the liquidated firm. Appeals were taken in both cases. Thelen's, the first to arrive in the U.S. Court of Appeals in Manhattan, resulted in a preliminary decision on Nov. 15. The court decided that the question, turning on state law, should be answered by the New York Court of Appeals. Last week, the state high court accepted the case and will decide who owns profits on unfinished business. On issues governed by state law, a federal court must determine how the state's highest court would probably rule if there isn't already a definitive answer available. The federal appeals court said there was "scant New York authority" in situations involving hourly fee matters, as opposed to contingency work. Once the state court decides who owns profits on hourly matters, the case will return to the federal appeals court for a final ruling. The Thelen state case is In re Thelen LLP, 2013-00261, Court of Appeals, State of New York (Albany). The Thelen federal appeal is Geron v. Seyfarth Shaw LLP (In re Thelen LLP), 12-04138, U.S. Court of Appeals for the Second Circuit (Manhattan). The Coudert appeal is Development Specialists Inc. v. DeFoestraets (In re Coudert Brothers LLP), 12-4916, in the same court. 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. About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. Coudert filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. Coudert has been succeeded by Development Specialists, Inc. in its capacity as Plan Administrator under the confirmed chapter 11 plan. * Colorado Joins CFPB in Suing CashCall Short-Term Lender --------------------------------------------------------- Andrew Harris and Carter Dougherty, writing for Bloomberg News, reported that CashCall Inc., an Anaheim, California-based lender, and its chief executive officer, J. Paul Reddam, were sued for alleged abusive practices by the U.S. Consumer Financial Protection Bureau and state of Colorado. According to the report, CashCall, which on its website says it's "one of the nation's premier lenders," collected money it had no right to take from consumers, CFPB Director Richard Cordray said in a statement announcing the complaint the agency filed in federal court in Boston. "The CFPB alleges that the defendants engaged in unfair, deceptive, and abusive practices, including illegally debiting consumer checking accounts for loans that were void," Cordray said, the report related. Minutes before Cordray's statement was released, Colorado Attorney General John W. Suthers said CashCall, founded in 2003, is illegally operating in that state by servicing and collecting on "predatory" loans, the report further related. Suthers's office provided a copy of a complaint that couldn't be immediately confirmed in state court records, the report said. The company and Reddam are named as defendants in both the federal and state cases. The U.S. case is Consumer Financial Protection Bureau v. CashCall Inc., 13-cv-13167, U.S. District Court for Massachusetts (Boston). The Colorado case is State of Colorado ex rel. Suthers v. CashCall Inc., Denver County, Colorado, District Court (Denver). * Regional Bank Says It Will Take a Charge Because of Volcker Rule ------------------------------------------------------------------ Matthew Goldstein, writing for The New York Times' DealBook, reported that the Volcker Rule was approved just a week ago, but it's already forcing some banks to come clean about owning the kind of risky securities that the new regulation is intended to prevent banks from investing in. According to the report, a big regional lender, Zions Bancorporation, said on Dec. 17 that it was taking a charge of $387 million to rid itself of a sizable portfolio of trust- preferred collateralized debt obligations and other C.D.O.'s. The bank, based in Salt Lake City, said it was taking the fourth- quarter, noncash charge and putting the portfolio up for sale because it believed the securities would be considered "disallowed investments" under the Volcker Rule. The bank announced the move just days after federal regulators approved a tougher version of the rule, which is the centerpiece of the Dodd-Frank Act, passed in response to the financial crisis, the report related. The rule, inspired by Paul A. Volcker, the former Federal Reserve chairman, is intended to deter banks from making risky bets with their own money, in hopes of avoiding the need for future bailouts of the financial system. Yet, the unexpected announcement by Zions, led by Harris H. Simmons, is an indication that the impact of the Volcker Rule will not just be felt at traditional Wall Street firms but at other kinds of banks as well, the report pointed out. The move by the lender also reflects the kind of careful analysis other banks may be undertaking as they try to understand the provisions of the 71- page rule and its more than 800 pages of supplementary information. Banks have until July 21, 2015, to divest themselves of risky assets under the rule, but can get an extension from the Federal Reserve if necessary, the report noted. The Volcker Rule, however, also required banks to make an immediate adjustment for the accounting treatment they used for the securities, which slightly reduced Zions's ratio of common equity capital -- a measurement of a bank's fiscal strength. * SEC Calls for Stiff Penalties Against Tourre ---------------------------------------------- Michael J. De la Merced, writing for The New York Times' DealBook, reported that four months after being found liable for defrauding investors in a soured mortgage deal, Fabrice Tourre now faces a stiff financial penalty for his actions. According to the report, the Securities and Exchange Commission disclosed on Dec. 16 that it is seeking $910,000 in fines against Mr. Tourre, a former Goldman Sachs vice president whose defeat handed the government its first big legal victory in a case arising from the financial crisis. The government is also seeking the forfeiture of $175,463 in ill- gotten gains, along with $62,858.03 in interest, the report added. Mr. Tourre, 34, faces a significant fine for his part in a failed investment that has become one of the most enduring symbols of the 2008 financial crash, the report said. He was found liable for six of seven counts of civil fraud. "Tourre's conduct helped cause more than one billion dollars in losses. He was rewarded with the largest bonus he had ever received," lawyers for the S.E.C. wrote in a court filing on Dec. 16, arguing in favor of the stiff penalty, the report cited. "Severe misconduct must have consequences, particularly when the consequent financial loss is of such great magnitude." * Bingham Elects 10 Lawyers to Partnership ------------------------------------------ Bingham McCutchen has elected 10 lawyers into its partnership, effective Jan. 1, 2014. "Our clients are involved in complex, cross-border matters, and we continue to build upon our platform providing high-quality legal services worldwide," said Chairman and CEO Jay Zimmerman. "The addition of these highly qualified lawyers to the partnership further strengthens the firm's deep bench of talent." The new partners include lawyers from Bingham's offices in Boston, Hartford, Hong Kong, New York, San Francisco and Washington, D.C. Their practices span the broad range of Bingham's services, including investment management, structured transactions, private equity and M&A, financial restructuring, commercial real estate transactions, financial regulatory and litigation, corporate finance, and antitrust litigation. The newly elected partners, listed alphabetically by office, are: Teresa Cella is a member of the Real Estate Group. Her practice focuses on commercial real estate transactions, with emphasis on acquisitions, dispositions, leasing and real estate secured financing. She has represented clients in connection with transactions involving office buildings, hotels, apartment complexes, industrial and warehouse buildings, medical office facilities, residential and commercial condominiums, and other commercial projects. Cella is a 2003 graduate of Boston College Law School and is resident in the Boston office. Patrick Strawbridge is a member of the Financial Institutions Regulatory, Enforcement and Litigation Group. His practice focuses on complex litigation matters, with a particular emphasis on securities litigation and arbitration, constitutional claims and defenses, and appellate advocacy. As a former law clerk for three different appellate courts, he offers an informed perspective for clients facing regulatory investigations, trial court proceedings or appeals. He previously served as a law clerk to Justice Clarence Thomas on the U.S. Supreme Court. Strawbridge is a 2004 graduate of Creighton University School of Law and is resident in the Boston office. H. Scott Miller is a member of the Real Estate Group. His practice focuses on all aspects of institutional real estate investments including acquisitions, joint venture and other equity participations, leasing, dispositions, and the entire lending cycle, including loan originations, collateral agent dealings, loan workouts and other modifications, intercreditor and servicer negotiations, loan sales, and, when necessary, foreclosure and bankruptcy. He is a 2002 graduate of Boston University School of Law and School of Management and is resident in the Hartford office. Charles Rogers is a member of the Corporate Practice Group. He advises on public and private cross-border corporate, debt and equity investment, corporate finance, and restructuring transactions. He has particular experience in public and private debt and equity investment deals, M&A and joint ventures. Rogers completed his legal practice course in 2002 at College of Law and is resident in the Hong Kong office. Akshay Belani is a member of the Financial Institutions Regulatory, Enforcement and Litigation Group. His practice focuses on derivatives and the application of derivatives in trading, structured products and capital markets. He regularly represents hedge funds, banks, institutional investors, broker-dealers and multinational financial institutions in all aspects of their futures, derivatives and commodities trading with a focus on equity, credit, fixed income, foreign exchange and commodity instruments. In addition, he has substantial experience in futures, derivatives and commodities laws and regulations affecting both buy- and sell-side market participants and has participated in industry groups in the development of standardized documentation in the OTC and cleared derivatives markets. He has been a frequent speaker and writer on topics related to the new global derivatives market structure (with an emphasis on Dodd- Frank) and regularly advises clients on related issues. Belani is a 2004 graduate of St. John's University School of Law and is resident in the firm's New York office. Harlyn Bohensky is a member of the Structured Transactions Group. His practice focuses on the areas of structured finance and securitization. He has advised clients on a broad array of transactions, including mortgage and asset-backed securities issuances, financings of mortgage loans and mortgage servicing rights, securitizations of financial assets, acquisitions of mortgage servicing rights, whole loan sales, collateralized debt obligations and related matters. He is a 2000 graduate of Fordham University School of Law and is resident in Bingham's New York office. Aaron Borden is a member of the Transactional Finance Group. He advises banks, insurance companies, mezzanine funds and other commercial lenders, as well as borrowers, in a variety of debt and equity financing transactions. He has also been involved in several complex financial restructurings, workouts and bankruptcy matters. Borden is a 2004 graduate of the University of California, Davis School of Law and is resident in the New York office. Sujal Shah is a member of the Antitrust and Trade Regulation Group. His practice focuses on antitrust litigation and counseling, commercial litigation, and appellate matters. He focuses on complex antitrust matters, including class actions, and has represented clients in cartel and monopolization cases. He also has represented clients seeking merger approval before the Department of Justice, and counsels clients on the antitrust implications of joint venture agreements and vertical sales and distribution agreements. He is a 2001 graduate of Yale Law School and is resident in the San Francisco office. Laura Flores is a member of the Investment Management Group. Her practice focuses on investment company and investment adviser regulatory and compliance-related issues. She regularly assists clients with the formation and registration of investment advisers and investment companies, including exchange-traded investment companies. Flores is a 2004 graduate of Boston University School of Law and is resident in the Washington, D.C., office. Bryan Killian is a member of the Appellate Group. His practice focuses on appeals and complex trial and regulatory issues. He has worked on several high-profile appeals, including Fifth Circuit appeals from the Deepwater Horizon oil spill, Ninth Circuit appeals from mortgage-backed securities class actions, and litigation in the D.C. Circuit challenging EPA's regulation of stationary source greenhouse gas emissions under the Clean Air Act. He also has briefed appeals on a range of tech-related issues, such as the application of the Americans with Disabilities Act to Internet websites and issues under the Computer Fraud and Abuse Act. He previously served as a law clerk to Justice Antonin Scalia on the U.S. Supreme Court. Killian is a 2005 graduate of Harvard Law School and is resident in the Washington, D.C., office. Offering a broad range of market-leading practices focused on global companies, Bingham -- http://www.bingham.com/-- has 14 offices in the U.S., Europe and Asia. * Huron's Anderson Named CTP of the Year by TMA Chicago/Midwest --------------------------------------------------------------- Ray Anderson, CTP was named the 2013 Certified Turnaround Professional of the Year by the Chicago Chapter of the Turnaround Management Association. This award was announced and received at the TMA Executive Speaker Forum on November 18 at which Timothy Geithner, 75th Secretary of the Treasury (2009-2013), was the keynote speaker. Ray received this recognition for his work on the turnaround of Bancroft Bag, Inc. for which the company won the TMA International Mid-Size Turnaround of the Year Award. The awards program recognizes organizational and individual members for outstanding achievements in the corporate renewal profession. He may be reached at: Ray Anderson, CTP Director Huron Consulting Group 550 W Van Buren St Fl 9 Chicago, IL 60607-3827 Tel: (312) 880-3172 Fax: (312) 583-8701 E-mail: rcanderson@huronconsultinggroup.com Huron is a management consulting firm and not a CPA firm, and does not provide attest services, audits, or other engagements in accordance with standards established by the AICPA or auditing standards promulgated by the Public Company Accounting Oversight Board ("PCAOB"). Huron is not a law firm; it does not offer, and is not authorized to provide, legal advice or counseling in any jurisdiction. * MoFo Steers ResCap to Successful Bankruptcy Exit -------------------------------------------------- A Morrison & Foerster bankruptcy team scored a major win for client Residential Capital when Judge Martin Glenn of U.S. Bankruptcy Court for the Southern District of New York on Dec. 11 confirmed ResCap's chapter 11 plan. Morrison & Foerster is lead bankruptcy counsel to ResCap, which was one of the largest real estate mortgage origination and servicing companies in the world (with more than $15 billion in assets and liabilities prior to its bankruptcy filing), and its affiliates, in the largest chapter 11 case filed in 2012. The case represents the first time ever that a regulated financial services was able to successfully continue servicing and originating mortgages in bankruptcy and be sold as a going concern. The plan embodies a nearly universally supported global settlement that resolves in excess of $100 billion in claims, and is expected to go effective in December 2013. The extreme complexity of this case and the significance of the debtor (both in size and profile) have made ResCap's bankruptcy one of the most important and tracked cases since the financial crisis began in 2008. Judge Glenn called the proceeding "the most legally and factually complex case" that he has presided over in his seven years on the bench. Lead counsel for ResCap is New York partner Gary Lee, chair of Morrison & Foerster's firmwide Business Restructuring & Insolvency Group and co-chair of the firm's Finance Department. In addition to Mr. Lee, the MoFo team for the confirmation hearing included New York partners Todd Goren, Charles Kerr, Alexander Lawrence, Jamie Levitt, Lorenzo Marinuzzi, Norman Rosenbaum, James Tanenbaum and Palo Alto partner Darryl Rains. In addition to the successful confirmation hearing, some of Morrison & Foester's other significant achievements on behalf of ResCap include: Morrison & Foerster successfully negotiated more than $1.6 billion in new debtor-in-possession financing, and negotiated amendments to the Barclays DIP financing agreement to allow the debtors to consummate the whole loan sale in advance of the platform sale, if necessary, and the AFI DIP and cash collateral order to revise the termination provisions. The debtors also received bankruptcy court approval of their key employee retention and incentive plans. Morrison & Foerster secured Bankruptcy Court approval of the sale of ReCap's mortgage loan servicing and origination platform (effectively comprising the entirety of ResCap's operating business) to Ocwen Loan Servicing, LLC, and the company's legacy loan portfolio to Berkshire Hathaway Inc. The sales closed in February 2013 and represent the first time a sustainable servicing and origination platform has been sold in chapter 11. The debtors' estates obtained more than $4.5 billion for the auctioned assets, translating to approximately $1 billion of incremental value for the debtors' estates over what the debtors would have received through the respective stalking horse transactions. Between the auction and the sale hearing, the firm was successful in resolving more than 50 filed sale objections, including those filed by a number of key governmental constituents, RMBS trustees and third- party vendors. Morrison & Foerster gained bankruptcy court approval in June of a plan support agreement entered into by ResCap and the majority of its major creditors that includes a $2.1 billion contribution to the debtors' estates from Ally Financial Inc. The plan support agreement was a product of around- the-clock negotiations under the mediation of New York federal court Judge James Peck and embodies a multifaceted resolution resolving inter-debtor, debtor-creditor, and inter-creditor disputes into a single agreement, the complexity of which is unprecedented. It allowed the debtors to begin the confirmation process of a chapter 11 plan that is nearly universally supported, a result that, at times, seemed nearly impossible. ABOUT MOFO We are Morrison & Foerster -- a global firm of exceptional credentials. Our clients include some of the largest financial institutions, investment banks, Fortune 100, technology and life science companies. We've been included on The American Lawyer's A- List for 10 straight years, Chambers Global named MoFo its 2013 USA Law Firm of the Year, and Chambers USA named the firm both its 2013 Intellectual Property and Bankruptcy Firm of the Year. Our lawyers are committed to achieving innovative and business-minded results for our clients, while preserving the differences that make us stronger. * T&W Recognizes Huron as Outstanding Turnaround Firm for 2013 -------------------------------------------------------------- Huron Consulting Group, a leading provider of business consulting services, today announced that the Company has been selected as one of Turnarounds & Workouts Outstanding Turnaround Firms - 2013. "This recognition is a testament to the great work that our professionals are doing at client sites every day," said John DiDonato -- jdidonato@huronconsultinggroup.com -- managing director, Huron Consulting Group. "We are honored to be named an Outstanding Turnaround Firm." The Company received the recognition of its work with Revstone Industries, LLC, ASG Software Solutions, New United Motor Manufacturing, Inc., Fisker Automotive, Inc., United Medical Center, Miller Auto Parts & Supply Company, Inc., The Robbins Company, Alora Pharmaceuticals, LLC, TXL Holdings Corporation, and Silver Airways. Huron provides financial advisory, restructuring and turnaround, interim management, valuation, forensic and litigation, and operational improvement consulting services to companies in transition, boards of directors and investors and lenders. The Company also consistently ranks among the Top Crisis Management Firms and has been selected as an Outstanding Turnaround Firm by Turnarounds & Workouts every year for the past 10 years. To view the full ranking visit: http://is.gd/AoRIJq If you are interested in speaking with one of Huron's turnaround and restructuring experts, please contact: Jennifer Frost Hennagir Tel: 312-880-3260 E-mail: jfrost-hennagir@huronconsultinggroup.com Jenna Nichols Tel: 312-880-5693 E-mail: jnichols@huronconsultinggroup.com * Thompson Hine Elects New Bankruptcy & Restructuring Partners -------------------------------------------------------------- Thompson Hine LLP has elected seven lawyers to the firm's partnership effective January 1, 2014. The new partners, located in the firm's Atlanta, Cincinnati, Cleveland, Columbus, New York and Washington, D.C. offices, represent a broad range of practice areas including Business Litigation; Business Restructuring, Creditors' Rights & Bankruptcy; Corporate Transactions & Securities; International Trade & Customs; and Labor & Employment. "Each of these lawyers has exceptional legal acumen and has demonstrated our firm's commitment to client service excellence by continually delivering high value to clients. We welcome them to our partnership and look forward to their assistance, as future firm leaders, in shaping our initiatives for innovative service delivery," said Deborah Z. Read, Thompson Hine's managing partner. The new partners are: Corby J. Baumann, a member of the Corporate Transactions & Securities group in the New York office, counsels high-growth and emerging companies in a broad range of industries, including manufacturing, chemicals, technology, insurance, pharmaceuticals, biotech and retail. She provides guidance on mergers and acquisitions, joint ventures, securities transactions, and private equity and venture capital investments, and advises boards of directors and special committees on corporate governance matters. Baumann received her J.D., with high distinction, from The University of Iowa College of Law in 2003 and her A.B., summa cum laude, from Bowdoin College in 2000. J. Christopher Fox, II, a member of the Business Litigation group in the Atlanta office, represents clients in contractual and commercial disputes, restrictive covenant and unfair competition claims, the litigation of patent and trademark issues, and the defense of personal injury allegations such as strict liability, breach of warranty and failure to warn. Mr. Fox is also a registered mediator and arbitrator with the Georgia Commission on Dispute Resolution. He was selected by Georgia Super Lawyers(R) magazine as a 2013 Rising Star. Mr. Fox received his J.D. from Vanderbilt University School of Law in 2005 and his B.A., summa cum laude, from the University of Tennessee in 2002. Staci M. Jenkins, a member of the Labor & Employment group in the Cincinnati office, focuses her practice on employment-based immigration and affirmative action compliance issues. Her immigration practice concentrates on health care organizations, global companies and Fortune 500 companies, while her affirmative action work is for federal contractors. Ms. Jenkins serves as Cincinnati office vice chair of the firm's women's initiative, Spotlight on Women(R). In 2012, she was named a Rising Star by the YWCA Academy of Career Women of Achievement. Jenkins received her J.D. from the University of Cincinnati College of Law in 2005 and her B.A. from Hanover College in 2002. Scott B. Lepene, a member of the Business Restructuring, Creditors' Rights & Bankruptcy group in the Cleveland office, represents creditors, many of them secured, and debtors in Chapter 11 proceedings, out-of-court workouts and business reorganization litigation. He also represents businesses in a wide range of industries, including financial services, banking, manufacturing, automotive, restaurant and real estate. In addition, he has experience representing clients in connection with assignments for the benefit of creditors. He has been selected for repeated inclusion in Ohio Super Lawyers(R) magazine as a Rising Star, most recently in 2013. Mr. Lepene received his J.D. from Vanderbilt University School of Law in 2003 and his B.S., summa cum laude, from Ohio University in 1997. Brendan J. McCarthy, a member of the Corporate Transactions & Securities group in the Cleveland office, counsels clients in connection with mergers and acquisitions, private equity transactions, commercial transactions, restructurings and reorganizations, joint ventures, securities offerings and general corporate matters. He received his J.D., magna cum laude, from Case Western Reserve University School of Law in 2004 and his B.S., summa cum laude, from LeMoyne College in 2001. Thomas Wyatt Palmer, a member of the Business Litigation group in the Columbus office, advises on matters involving commercial contract disputes, consumer finance litigation, oil and gas rights and lease disputes, breach of fiduciary duty, director and officer liability, trademark and copyright infringement, employer intentional tort, CERCLA, construction contract disputes, real property tax appeals, shareholder derivative actions, breach of warranty and product defect, FDA regulations, product liability, premises liability, real property tax appeals and pro bono criminal defense. Mr. Palmer received his J.D. from The Ohio State University Michael E. Moritz College of Law in 2000 and his B.A. from The Ohio State University in 1993. David Michael Schwartz, a member of the International Trade & Customs group in the Washington, D.C. office, advises clients on the risks and opportunities presented by U.S. international trade laws and regulations and international trade agreements. He focuses on antidumping, countervailing duty and safeguard litigation; international trade policy; and cross-border compliance issues. Mr. Schwartz received his J.D. from Harvard Law School in 1991, his M.A.L.D. from The Fletcher School of Law and Diplomacy in 1987, and his B.A., with highest honors, from The University of Texas at Austin in 1984. About Thompson Hine LLP Established in 1911, Thompson Hine is a business law firm dedicated to providing superior client service. The firm has been recognized for more than ten consecutive years as one of the top law firms in the country for client service excellence in The BTI Client Service A-Team: Survey of Law Firm Client Service Performance, and for seven years has ranked as one of the top 30 law firms in the United States for client service. With offices in Atlanta, Cincinnati, Cleveland, Columbus, Dayton, New York and Washington, D.C., Thompson Hine serves premier businesses worldwide. * 4th Cir. Appoints Lena James as M.D.N.C. Bankruptcy Judge ----------------------------------------------------------- The Fourth Circuit Court of Appeals appointed Bankruptcy Judge Lena Mansori James to a fourteen-year term of office in the Middle District of North Carolina, effective December 11, 2013 (vice, Waldrep, resigned). Honorable Lena Mansori James United States Bankruptcy Court 226 South Liberty Street Winston-Salem, NC 27101 Main Chambers Line: 336-397-7870 Fax Number: 336-397-7875 Judicial Assistant Linda McKnight Telephone: 336-397-7873 336-358-4081 Law Clerk Office (currently vacant): 336-397-7871 Law Clerk Office (currently vacant): 336-397-7872 Term expiration: December 10, 2027 ********* 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 ***