/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140116.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 16, 2014, Vol. 18, No. 15 Headlines ADANAC MOLYBDENUM: No Ruby Creek Investor; To Liquidate AGFEED INDUSTRIES: Seeks Extension of Exclusive Periods AFA INVESTMENTS: No Recovery for Gen. Unsec. Creditors Under Plan AMERICAN AIRLINES: Slot Sales to End Some Nonstop Flights AMERICAN REALTY: Case Dismissal Bid Hearing Continued to Jan. 28 AMESBURY LAND: Voluntary Chapter 11 Case Summary APACHE JUNCTION: Governmental Claims Bar Date Set for April 15 BON-TON STORES: 2013 Guidance Revision No Impact on Moody's B2 CFR BRAFFITS CREEK: Kennedy Funding Completes $28.86-Mil. Note Sale BURNAND & CO: Distribution Rights to Be Auctioned Off Feb. 19 C & K MARKET: May Sell 21 Stores to Pay U.S. Bank Debt C & K MARKET: Wins Final Okay of $25 Million DIP Financing CALVARY CHAPEL OF PRESCOTT: Foreclosure Auction on Jan. 28 CAPITOL BANCORP: Hearing on Plan Confirmation Adjourned to Jan. 21 CASCADE AG: Liquidating Agent May Pay One PacificCoast Loans CASTRO PROPERTIES: Real Property to Be Auctioned Off Jan. 21 CASTRO PROPERTIES: Assets of Agricola Pony, Produce to Be Sold CHARTER COMMUNICATIONS: Moody's Reviews 'Ba2' CFR for Downgrade COLOSSUS MINERALS: Files Notice of Intention Under BIA COLOSSUS MINERALS: Approves Sandstorm's Restructuring Proposal COMMUNITY HEALTHCARE OF DOUGLAS: SAMC Being Sold to PCH CONEXANT SYSTEMS: Court Holds Creditor in Contempt Over Suit COOPER LIMITED: Jan. 23 Auction for Quick N' Clean Car Wash CUBIC ENERGY: Anchorage, et al., to Sell 98.7MM Common Shares DEERFIELD RETIREMENT: Proposes Dorsey & Whitney as Attorneys DEERFIELD RETIREMENT: Hiring North Shores as Advisor DEGROOT INVESTMENT: 66 Condo Units to Be Sold at Feb. 13 Auction DETROIT, MI: Foundations Pledge $330 Million to Save Art DETROIT, MI: Lazard Okayed as Fin'l Advisor to Retiree's Panel DETROIT, MI: U.S. Trustee Forms Five-Member Creditors Committee DEWEY & LEBOEUF: Trustee Sues 3 Former Partners to Recover $14MM DIOCESE OF STOCKTON: To File Bankruptcy to Halt Case, Says Firm DIVERSIFIED MANAGEMENT: Foreclosure Auction Set for Feb. 20 DIVERSIFIED SOLUTIONS: Case Summary & 20 Top Unsecured Creditors EAGLE ROCK: Moody's Places 'B1' CFR on Review for Downgrade EDGENET INC: Voluntary Chapter 11 Case Summary EQ PHOENIX: Assets to Be Sold at Feb. 7 Foreclosure Auction EVENT PARTNERS: Case Summary & 20 Largest Unsecured Creditors FIBERTOWER CORP: Bondholders Support Restructuring Plan FISKER AUTOMOTIVE: Fisker Switzerland Wants UCC Rights Preserved FOOTHILL/EASTERN: Fitch Affirms Series 1995A Bonds From Watch Neg. FPB BANCORP: KCG Americas Held $10% Equity Stake at Dec. 31 GARLOCK SEALING: Ruling Endorsed Bates White's Methods GENERAL MOTORS: Expects Modest Earnings Gain in 2014 GEOMET INC: T. Rowe Price Held 10.8% Equity Stake at Dec. 31 GREEN FIELD: Committee Wins Bid for Ch. 11 Examiner Appointment IMH FINANCIAL: Gets Final Class Action Settlement Approval INTELLICELL BIOSCIENCES: Issues 6MM Additional Shares to Hanover J.C. PENNEY: To Close 33 Stores, Cut 2,000 Jobs JAMES RIVER: Inks First Amendment to GE Capital Credit Agreement JOHN D. OIL & GAS: Jan. 27 Hearing on 3rd Amended Plan Outline JIMMY HANSEN LAND: Case Summary & Largest Unsecured Creditors KREIN-TWO: Assets to Be Sold at Feb. 26 Foreclosure Auction LIC CROWN: Stepped Out of Bankruptcy Protection January 9 LOEHMANN'S HOLDINGS: Taps Epiq as Administrative Agent LOEHMANN'S HOLDINGS: Hires Stroock & Stroock as Counsel LOEHMANN'S HOLDINGS: Taps Clear Thinking for Restructuring Advise LOEHMANN'S HOLDINGS: Panel Balks at Canaccord Hiring LONGVIEW POWER: Seeks Mediator in Dispute with Contractors MIRAGE CROSSING: 2 Condo Units to Be Sold at Jan. 23 Auction NTELOS INC: Moody's Assigns 'B1' Rating on Sr. Secured Term Loan NTELOS INC: S&P Retains 'B' Rating Following $148MM Loan Add-On PATIENT SAFETY: Stryker Corp Held 28.2% Equity Stake at Dec. 31 PERRY ELLIS: Lenders Lower Pricing, Extend Maturity PERSONAL COMMUNICATIONS: Targeting March Liquidating Plan Hearing PHOENIX COMPANIES: Moody's Withdraws 'Caa1' Senior Debt Rating PICCADILLY RESTAURANTS: Atalaya & Yucaipa Spar at Plan Hearing PROMETHEUS HEALTH: Voluntary Chapter 11 Case Summary PUBLIC LEDGER: Historic Building Goes Into Receivership QUAIL RUN COMPANY: Voluntary Chapter 11 Case Summary QUEEN CREEK CAFE: Real Property to Be Sold at Jan. 23 Auction REALOGY GROUP: S&P Raises CCR to 'BB-' in Improving Performance RESIDENTIAL CAPITAL: $1.135MM Deal Resolving 4 Class Suits Okayed RIH ACQUISITIONS: Can Employ Imperial as Financial Advisor RIH ACQUISITIONS: Taps Mercer as Compensation Consultant RIH ACQUISITIONS: Can Employ Willkie Farr as Corporate Counsel SALON DOMINICANO: Files for Chapter 7 Liquidation SANDY CREEK: S&P Assigns 'BB-' Rating to $1.025-Bil. Term Loan SCIENTIFIC LEARNING: Nantahala Capital Held 19% Stake at Dec. 31 SOUTH FLORIDA SOD: Exclusive Solicitation Period Extended SOUTH FLORIDA SOD: U.S. Trustee Balks as Approval of Plan Outline SOUTH FLORIDA SOD: Hires NAG as Real Estate Broker SPROUTS FARMERS: S&P Raises CCR to 'BB-'; Outlook Stable ST. FRANCIS' HOSPITAL: Rival Bidders Emerge Ahead of Auction STACY'S INC: Disclosure Statement Hearing on Jan. 29 STEELCASE INC: Moody's Withdraws 'Ba1' Corporate Family Rating TRILITO INC: Case Summary & 3 Unsecured Creditors UNIFIED 2020: Hortons et al. Join In Objections to Plan Outline VARISH DEVELOPMENT: Case Summary & 3 Unsecured Creditors VERMILLION INC: To Offer 2.3MM Shares Under 2010 Incentive Plan VIGGLE INC: To Offer $57.5 Million Worth of Common Shares W.R. GRACE: Court OKs Additional Services by Blackstone W.R. GRACE: Towers Watson Approved as FCR Consultant W.R. GRACE: Court Approves Advisors' Fees for April-June 2013 W.R. GRACE: Amends Schedule of Liabilities WATERJET HOLDINGS: Moody's Assigns B2 Corporate Family Rating WESLEY HARMON LIVING: Assets to Be Auctioned Off March 24 WESTERN FUNDING: Opposes Committee Bid to Tap Amherst YRC WORLDWIDE: Moody's Affirms Caa3 CFR & Alters Outlook to Neg. * Bankruptcy Inadmissible to Show Motive for Stealing * Ezra Brutzkus Gubner Comments on Law v. Siegel Case * Fla. S.C. Rejects Restriction on Receiverships * Supreme Court Hears Case to Limit Equity Powers * Alliance Survey Highlights Growing Complexity of Business Risks * ILR Outlines Reforms to Curb Abusive Asbestos Suits in West Va. * Chris Ricciardi & Doug Laux Join GrizzlyRock's Management Team * Michael Scodro Joins Jenner & Block's Chicago Office as Partner * Recent Small-Dollar & Individual Chapter 11 Filings ********* ADANAC MOLYBDENUM: No Ruby Creek Investor; To Liquidate ------------------------------------------------------- Adanac Molybdenum Corporation's sole asset is the Ruby Creek Project, which comprises an undeveloped primary molybdenum deposit, located approximately 24 kilometers northeast of Atlin, British Columbia. Adanac's strategic focus over the past two years has been to sell all or part of Ruby Creek or Adanac. Adanac believes that Ruby Creek offers significant investment potential: -- Ruby Creek is 100% owned, with no carried interests, royalties or off-take arrangements. -- Ruby Creek is fully permitted for construction and nearly fully permitted for operation. -- The NI 43-101 compliant May 2009 Resource Statement outlined a Measured and Indicated resource of 275.4 million tonnes grading 0.067% molybdenum. The 407.9 million pound M&I resource represents a 38% increase over the 2007 Resource Update. -- The now out-of-date December 2007 Feasibility Study needs to be updated to reflect this significant 38% increase. Additionally, molybdenum prices, while currently depressed, have the potential to improve significantly, including as a result of the increase in oil and natural gas drilling and pipeline construction. Project economics hold the potential for other improvements, including the substitution of liquefied natural gas for diesel to power operations. -- The May 2009 Resource Statement and December 2007 Feasibility Study encompass significant amounts of information about drilling, assaying, metallurgical test work, environmental studies and permitting, garnered over more than twenty years. -- Metallurgical test results demonstrate that Ruby Creek molybdenum concentrate will meet or exceed the content specifications required by toll roasters. -- Ruby Creek is accessible year round via an Adanac-improved dirt road, and is three hours by road from both Whitehorse, Yukon and from the port of Skagway, Alaska. -- The Project enjoys strong government and local community support. -- While Ruby Creek is designed as an open pit, the Climax/Henderson-style geology and several high-grade drill holes indicate the potential for further underground development beneath and/or adjacent to the pit. Notwithstanding Ruby Creek's significant investment potential, if no suitable third party investor emerges in the near term, the Company intends to initiate a process to liquidate its assets and return net proceeds to Adanac shareholders pursuant to a voluntary liquidation and dissolution process under the Business Corporations Act (British Columbia). Such a proposed liquidation will require the approval of shareholders by a two-thirds majority vote at a Special Meeting, which Adanac intends to hold in conjunction with its Annual General Meeting as soon as is practical subsequent to completion of the annual audit for the fiscal year ending February 28, 2014. AGFEED INDUSTRIES: Seeks Extension of Exclusive Periods ------------------------------------------------------- AgFeed USA, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive period to file a plan until March 14, 2014, and their exclusive period to solicit acceptances of that plan until May 12. The Debtors state in court papers that they need the additional time to remain in active and ongoing negotiations with a number of constituencies in an effort to reach resolution of outstanding issues in connection with the Plan filed on Dec. 18, 2013. The Debtors related that they have successfully closed two sales, including one for the stock of AgFeed Industries, Inc. (British Virgin Islands) to a Chinese purchaser, which sales generated $94.2 million. A hearing on the Debtors' request is set for Feb. 11, 2014, at 10:00 a.m. (ET). Objections are due Jan. 24. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. AFA INVESTMENTS: No Recovery for Gen. Unsec. Creditors Under Plan ----------------------------------------------------------------- AFA Investment Inc., et al., submitted to the U.S. Bankruptcy Court for the District of Delaware a Joint Chapter 11 Plan of Liquidation and Disclosure Statement. The Plan, dated Dec. 24, 2013, aims to facilitate the continued liquidation and distribution of the Debtors' remaining assets and the winddown of their estates, consistent with a global settlement among the Debtors and its major stakeholders. The Plan provides for the designation of six classes of claims and interests: * Class 1 Non-Priority Claims * Class 2 Second Lien Lender Secured Claims * Class 3 Other Secured Claims * Class 4 Twenty-Day Claims * Class 5 General Unsecured Claims * Class 6 Equity Interests Only Claim Classes 2 and 4 will be entitled to vote on the Plan. As to holders of Class 2 Second Lien Lender Claims, impaired recoveries vary per claimant as negotiated and allocated in a global settlement -- with no claimant receiving full recovery. Expected recovery for holders of Class 4 Twenty-Day Claims is pegged at 5% to 58%. Recovery for this Class will depend on, among other things, (a) the amount of other Allowed Administrative Claims, Priority Tax Claims and costs of administering the Plan; and (b) the recoveries on Avoidance Actions and Causes of Action. No distribution to holders of Class 5 Gen. Unsecured Claims is anticipated. Class 6 Equity Interests will be cancelled on the Plan Effective Date. Class 1 and 6 Claims will have 100% recovery. Global Settlement The Global Settlement was negotiated by the Debtors; the Official Committee of Unsecured Creditors; Term B Loan Lenders; the agent for the second lien lenders; Beef Products Inc. (BPI); American Capital Limited (ACAS); other prepetition second lien lenders; and Nelia Sanchez, on behalf of herself and others similarly situated. It serves as the foundation of the Plan and was approved by the Bankruptcy Court in early October 2013. Among other things, the Settlement provides that the liens and claims of the Second Lien Agent, American Capital Ltd. (ACAS), and the WARN claimants, among others. The Second Lien Claim is deemed allowed in an amount no less than $71,595,210 and the Second Lien Agent, on behalf of itself and for the benefit of Second Lien Lenders, holds an allowed superpriority Adequate Protection Claim for $2,250,000. ACAS will hold an allowed secured claim for $3,100,000. Distributions on WARN Claims will be funded solely by the first $1,650,000 in net recoveries from Avoidance Actions. Full-text copies of the Plan documents are available for free at: http://bankrupt.com/misc/AFAINVESTMENT_DSDec24.PDF The Plan Administrator can be reached at: David J. Beckham c/o FTI Consulting, Inc. 1001 17th Street Suite 1100 Denver, 80202 Tel No: (303) 689-8800 (303) 689-8803 E-mail: dave.beckman@fticonsulting.com The Second Lien Agent is represented by: MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market St. P.O. Box 1347 Wilmington, Delaware 19899-1347 Tel No: (302) 658-9200 Fax No: (302) 658-3989 Attn: Robert J. Dehney, Esq. Andrew R. Remming, Esq. rdehney@mnat.com aremming@mnat.com -- and ? MUNGER, TOLLES & OLSON LLP 355 South Grand Ave. 35th Floor Los Angeles, California 90071 Tel No: (213) 683-9100 Fax No: (213) 683-5193 Attn: Thomas Walper, Esq. thomas.walper@mto.com The WARN Claimants are represented by: OUTTEN & GOLDEN LLP 3 Park Avenue, 29th Floor New York, New York 10016 Tel No: (212) 245-1000 Fax No: (212) 646-509-2060 Attn: Jack A. Raisner Rene S. Roupinian jar@outtengolden.com rsr@outtengolden.com American Capital, Ltd. is represented by: YOUNG CONAWAY STARGATT & TAYLOR, LLP One Rodney Square 1000 West Street, 17th Floor Wilmington, Delaware 19801 Tel No: (302) 571-6600 Fax No: (302) 571-1253 Attn: Joseph M. Barry jbarry@ycst.com -- and ? ARNOLD & POTTER LLP 555 Twelfth Street, N.W. Washington, D.C. 20004-1206 Tel No: (202) 942-5000 Fax No: (202) 942-5999 Attn: Michael L. Bernstein Dana B. Yankowitz michael.bernstein@aporter.com dyankowitz@aporter.com About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B. Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors. FTI Consulting Inc. serves as the Debtors' financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, the Debtors' books and records on a consolidated basis, reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' cases. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July 2012. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would receive $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. AMERICAN AIRLINES: Slot Sales to End Some Nonstop Flights --------------------------------------------------------- Susan Carey, writing for The Wall Street Journal, reported that American Airlines Group Inc. said its planned sale of takeoff and landing slots at Washington's Reagan National Airport will result in it discontinuing daily nonstop flights to 17 cities, including large ones such as Detroit, Minneapolis, San Diego and Montreal. According to the report, American, which merged with US Airways Group Inc. on Dec. 9, was required by the Justice Department in an antitrust settlement to sell slots at Reagan National and New York's LaGuardia Airport, along with giving up gates at five airports. Southwest Airlines Co. and Virgin America Inc. last month were selected to acquire 17 slot pairs at La Guardia, the report related. As a result of those divestitures, American said on Jan. 15, it will no longer operate nonstop service from La Guardia to Atlanta, Cleveland and Minneapolis. But by combining its network with US Airways, the enlarged company expects to add new flights to 10 small cities from La Guardia beginning April 1. The larger divestiture is that of enough slots to operate 52 daily flights out of Reagan National, the Journal said. Initial bids in a blind auction were due last week and it is expected that the Justice Department will look over the bids and then turn over the negotiations to American. Those slots are believed to be divided into four bundles, said a person following the matter, with the potential for three or four airlines to win new or increased access at the Virginia airport, which is very close to downtown Washington, D.C. American said the Reagan divestitures also will cause it to drop daily nonstop service to destinations such as Little Rock, Ark., Omaha, Neb., Fayetteville, N.C., Myrtle Beach, S.C., and Pensacola and Tallahassee, Fla., the report further related. The Fort Worth, Texas-based airline said customers will still have access to Reagan National, which remains a hub for the merged airline, through connecting flights from one or more of American's other eight hubs. 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. AMERICAN REALTY: Case Dismissal Bid Hearing Continued to Jan. 28 ---------------------------------------------------------------- The hearing on the motion to dismiss the chapter 11 case of American Realty Trust, Inc. or to convert the case to one under chapter 7 of the Bankruptcy Code has been continued to Jan. 28, 2014, at 9:00 a.m. in Dallas bankruptcy court. Dallas, Texas-based American Realty Trust, Inc., is a subsidiary of the real estate giant American Realty Investors Inc. Coping with a $73 million legal judgment from an apartment purchase that collapsed more than a decade ago, American Realty Trust, Inc., filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883) in Las Vegas on Jan. 26, 2012. The case was later dismissed on Aug. 1, 2012, by Judge Mike K. Nakagawa. Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic Midwest, LLC -- Clapper Parties -- sought the dismissal, citing, among other things, the Debtor has been stripped off of its assets prepetition and its ownership structure changed 10 days before the bankruptcy filing in an admitted effort to avoid disclosures to the Securities and Exchange Commission. American Realty Trust then filed for Chapter 11 protection (Bankr. N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy Judge Barbara Ellis-Monro presiding over the case. The case was later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case No. 13-30891) effective Feb. 22, 2013, at the behest of the Clapper Parties. The Clapper Parties, who won a $72 million judgment against the Debtor, again sought to move the case to Forth Worth and reassign the case to Judge Russell Nelms on grounds that Judge Nelms has experience with the parties and the issues raised in the dismissal motion filed by the Atlantic Parties. The Debtor has scheduled assets totaling $79,954,551, comprised of (i) real property valued at $87,884; (ii) equity interests in affiliated entities of an unknown value; and (iii) litigation claims valued at $79,866,667. The Debtor has scheduled liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73 in unsecured priority tax claims; and (ii) unsecured non-priority claims of $85,336,886.61 (of which at least $77,164,701.14 are contested litigation claims against the Debtor). The Bankruptcy Court authorized the Debtor to employ Gerrit M. Pronske, Esq., and Pronske & Patel, P.C. as counsel. AMESBURY LAND: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Amesbury Land Associates, Inc. 12-14 South Hunt Road Amesbury, MA 01913 Case No.: 14-10111 Chapter 11 Petition Date: January 14, 2014 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Joan N. Feeney Debtor's Counsel: Michael B. Feinman, Esq. FEINMAN LAW OFFICES Northmark Bank Building 69 Park Street Andover, MA 01810 Tel: (978) 475-0080 Fax: (978) 475-0852 E-mail: mbf@feinmanlaw.com Total Assets: $2.01 million Total Liabilities: $1.13 million The petition was signed by Marycarol Fowler, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. APACHE JUNCTION: Governmental Claims Bar Date Set for April 15 -------------------------------------------------------------- The Bankruptcy Court for the District of Arizona set April 15, 2014, as the deadline for government agencies to file proof of claim forms in the Chapter 11 case of Apache Junction Hospital, LLC. The Court had set Dec. 16, 2013, as the deadline for most entities, other than the government entities, to file proofs of claim. Apache Junction Hospital, LLC, dba Arizona Regional Medical Center, filed for Chapter 11 (Bankr. D. Ariz. Case No. 13-18188) on Oct. 17, 2013. Judge Hon. Eileen W. Hollowell oversees the case. The hospital operator estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Grant Lyon, chief restructuring officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb13-18188.pdf The Debtor is represented by: Thomas J. Salerno, Esq. Bradley A. Cosman, Esq. K. Derek Judd SQUIRE SANDERS (US) LLP One East Washington Street, Suite 2700 Phoenix, AZ 85004 Tel: (602) 528-4000 E-mail: thomas.salerno@squiresanders.com bradley.cosman@squiresanders.com derek.judd@squiresanders.com BON-TON STORES: 2013 Guidance Revision No Impact on Moody's B2 CFR ------------------------------------------------------------------ Moody's Investors Service stated that The Bon-Ton Stores, Inc's downward revision to 2013 earnings guidance has no current impact on B3 Corporate Family Rating and stable outlook. Headquartered in York, Pennsylvania and Milwaukee, Wisconsin, The Bon-Ton Stores Corporation operates 273 stores in 25 Northeastern, Midwestern and upper Great Plains states under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. LTM revenues are approximately $3 billion. BRAFFITS CREEK: Kennedy Funding Completes $28.86-Mil. Note Sale --------------------------------------------------------------- Kennedy Funding on Jan. 14 disclosed that it has closed a $28.86 million note sale for Braffits Creek Estates, LLC, announced Kevin Wolfer, president and CEO of the direct private lender. Kennedy Funding had previously provided a loan in that amount to the borrower, secured by 2,654 acres of land at Cedar Mountain, Iron County, Utah. Located just 10 miles from the noted Brian Head Ski Resort in Cedar City, Utah, the site's initial phase was approved for residential development, including 145 five-acre "off the grid" lots, of which most have been sold and improved with homes. Phase two was approved for 239 five-acre lots, followed by a 1,028-acre phase three zoned for 20-acre lots. The master plan also calls for a hotel, spa and an 18-hole golf course. The borrower has also spent more than $10 million on infrastructure improvements. "When the borrower initially approached us, they needed a loan to move the project forward," said Mr. Wolfer. "The project has seen a great deal of progress, and we are pleased to have been able to complete the note sale. "Lending for residential has become an important part of what we do," said Mr. Wolfer. "It is arguably the strongest real estate sector right now, and when it's paired with recreational and resort uses, or has them in close proximity, that is all the more attractive as an opportunity. In addition to the financing and eventual note sale for the Cedar Mountain, Utah property, our firm has recently provided financing for similar projects in such diverse -- and international?locations as Johnsonville, SC, Tampa, FL and the Dominican Republic." About Kennedy Funding Kennedy Funding -- http://www.kennedyfunding.com-- is a direct private lender that specializes in bridge loans for commercial property and land acquisition, development, workouts, bankruptcies, and foreclosures. The company has closed over $2.5 billion in loans to date. The firm's creative financing expertise enables the closing of equity-based loans of up to a 70% loan-to- value ratio, from $1 million to more than $50 million, in as little as five days. Kennedy Funding continues to actively seek new funding opportunities throughout the world. About Braffits Creek Estates LLC Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-19780) on Aug. 23, 2012. Bankruptcy Judge Bruce A. Markell presides over the case. David J. Winterton, & Assoc., Ltd., represents the Debtor in its restructuring effort. The Debtor disclosed $25,003,800 in assets and $33,959,140 in liabilities as of the Chapter 11 filing. BURNAND & CO: Distribution Rights to Be Auctioned Off Feb. 19 ------------------------------------------------------------- Assets of Burnand & Co., Incorporated, will be sold at public auction to the highest qualified bidder on Feb. 19, 2014, at 11:00 a.m. at the main entrance of the Santa Cruz County Complex 2150 North Congress Drive Nogales, Arizona. The assets secure debt owed to First Fidelity Bank, N.A. The "Collateral" means all the Debtor's rights and privileges, including the right to receive the proceeds under all Distributor's Rights Under Growers' Agreements that the Debtor will enter into from time to time. Counsel to Fidelity is: Christopher M. McNichol Attention: Amey Wheeler GUST ROSENFELD P.L.C. One East Washington Street, Suite 1600 Phoenix, AZ 85004-2553 Tel: (602) 257-7972 There Is No Warranty Or Opinion Of Any Nature Relating To Title, Possession, Quiet Enjoyment, Quality, Fitness For Particular Purposes Or The Like In This Disposition Of The Collateral. C & K MARKET: May Sell 21 Stores to Pay U.S. Bank Debt ------------------------------------------------------ The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the District of Oregon authorized C & K Market, Inc., to sell assets pursuant to store closing sales. The Court said proceeds of any asset sales will be remitted directly to U.S. Bank National Association for application to obligations owing to U.S. Bank. As reported in the Troubled Company Reporter on Nov. 26, 2013, the Debtor sought for authorization to sell or close approximately 21 of its 60 stores after determining that conducting store closing sales will maximize value to its estate and its creditors. As a necessary part of the store closing sale process, the Debtor sought a waiver from any state or local laws purporting to restrict or otherwise govern "store closing," "liquidation," "going-out-of-business" or similarly themed sales, except any laws for the protection of the health and safety of the public, and any consumer protection laws. The TCR on Jan. 7, 2014, reported that Great American Group, LLC, is authorized to conduct the store closing sales. About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtors are represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtors' financial advisor. Great American Group, LLC, will conduct the store closing sales. An Official Committee of Unsecured Creditors appointed in the Debtors' cases has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C & K MARKET: Wins Final Okay of $25 Million DIP Financing ---------------------------------------------------------- The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the District of Oregon authorized, on a final basis, C & K Market, Inc., to (i) obtain from U.S. Bank National Association a debtor- in-possession facility comprised of a committed, secured revolving line of credit in an aggregate principal amount equal to the lesser of (i) $23 million; (ii) the borrowing base as of the day plus $12 million; or (iii) the sum of the amounts set forth in the budget for the day under the line items entitled "Projected Ending Revolver Balance" and "DIP Ending Balance," plus $4 million, plus the Unrealized Sale Amount for such day. As reported in the Troubled Company Reporter on Nov. 26, 2013, outstanding advances under the DIP Facility will bear interest at the rate per annum applicable to Revolving Loans, generally LIBOR plus 2.5% to LIBOR plus 3%, plus 2%. Upon the occurrence and during the continuance of an Event of Default, the aggregate principal amount of all outstanding obligations under the DIP Facility will bear interest at the non-default rate, plus 2%. The DIP Facility will be secured by a first-priority perfected security interest and lien in favor of U.S. Bank on all Collateral plus all other assets of Debtor, subject only to valid, perfected, prior prepetition liens, Priming Interests and Permitted Liens and the Carveout, and excepting any avoidance actions and the proceeds thereof under Sections 544, 547, 548, 549 and 553 of the Bankruptcy Code. The DIP Advances and all other postpetition indebtedness owing to U.S. Bank will be allowable under Section 503(b)(1) of the Bankruptcy Code as an administrative expense with priority pursuant to the provisions of Section 364(c)(1) over all other administrative expenses and all other expenses and claims, subject only to the Carve-Out. U.S. Bank has agreed to a "carve-out" in an amount equal to the sum of (i) $100,000 for unpaid administrative expenses incurred following an Event of Default, plus (ii) the amount of funds then on deposit in a holding account for professional fees, plus (iii) the amount of administrative expenses then incurred but not yet paid into the Professional Fee Holding Account in an aggregate amount not to exceed $100,000. In a separate order, the Court approved a stipulated order regarding adequate assurance of payment pursuant to which, the Debtor will provide PacifiCorp with a deposit in the amount of $312,000 which will be payable by wire transfer. The stipulation provides that any unpaid charge for postpetition utility service provided by PacifiCorp to the Debtor will constitute an administrative expense in accordance with Sections 503(b)(1)(A) and 507(a)(2) of the Bankruptcy Code. About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtors are represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtors' financial advisor. The Debtors hired Great American Group, LLC, to conduct store closing sales. An Official Committee of Unsecured Creditors appointed in the Debtors' cases has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. CALVARY CHAPEL OF PRESCOTT: Foreclosure Auction on Jan. 28 ---------------------------------------------------------- Real property of Calvary Chapel of Prescott will be sold at public auction to the highest bidder, on the steps of the old Courthouse, facing Gurley Street, 120 South Cortez Street, in Prescott, Yavapai County, Arizona, on Jan. 28, 2014, at 10:00 a.m. The sale will be made for cash or other form satisfactory to the Trustee. The property is located at 2311 E. State Route 69 Prescott, Arizona, and secures $3,630,000 in debt owed to: Bank of the West 201 N. Civic Drive, Ste. 360C Walnut Creek, CA 94596 The current Trustee is: John S. Craiger, Esq. Elizabeth A. Hibbs, Esq. QUARLES & BRADY LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 Telephone No. 602-229-5200 E-mail: elizabeth.hibbs@quarles.com CAPITOL BANCORP: Hearing on Plan Confirmation Adjourned to Jan. 21 ------------------------------------------------------------------ The Bankruptcy Court adjourned to Jan. 21, 2014, at 10:30 a.m., the hearing to consider final approval of the Disclosure Statement and confirmation of Capitol Bancorp Ltd., et al.'s Amended Joint Liquidating Plan. The Debtors, the Official Committee of Unsecured Creditors, and G3 Properties, LLC, et al., stipulated to adjourn the hearings relating to, among other things, the confirmation of the Plan. The Committee previously asked the Court to suspend all proceedings, including the Dec. 18 hearing on plan confirmation, pending the District Court's decisions on the Committee's appeal of three orders which the Debtors' Plan, if confirmed by the Bankruptcy Court, would effectively implement. As reported in the July 25, 2013 edition of the TCR, Capitol Bancorp's Joint Liquidating Plan is premised on the Debtors commencing a competitive sale process to sell and convey each of their remaining non-debtor subsidiary banks, individually or in groups. At any time prior to, or during, the sale process, the Debtors may convert from a liquidation to a reorganization. That Amended Plan superseded the prepackaged plan filed prior to the bankruptcy. A full-text copy of the Amended Plan dated July 17, 2013, is available for free at: http://bankrupt.com/misc/CAPITOLBANCORPplan0717.pdf Capitol failed to secure approval of the Plan at the originally scheduled confirmation hearing in mid-December because classes representing senior noteholders, holders of trust preferred securities, and general unsecured creditors all voted against the plan. Only shareholders and holders of $39,500 in priority claims were in favor of the plan. Several parties filed objections to confirmation of the Amended Plan or final approval of the Disclosure Statement, including (a) the Committee; (b) U.S. Bank National Association, as Indenture Trustee, Institutional Trustee and Guarantee Trustee; (c) Wilmington Trust Company, as Indenture Trustee, and Manufacturers and Traders Trust Company, as Indenture Trustee; (d) The Bank of New York Mellon Trust Company, N.A., as Trustee; (e) the Office of the U.S. Trustee; (f) G3 Properties, LLC, et al.; and (g) Billi T. Go. On Jan. 10, the Debtors filed a memorandum of law (a) in response to pending objections to the Amended Plan; (b) requesting authorization to make plan modifications in accordance with the settlement agreement between the Debtors and the Creditors Committee; and (c) in support of final approval of Disclosure Statement and confirmation of the plan. According to the Debtor, the respective objections have either been resolved, subject to Court approval, or are otherwise without merit and must be denied. The Debtors assert that the Plan must be confirmed, because it has been accepted by at least one impaired Class, does not discriminate unfairly and is fair and equitable with respect to its treatment of each non-accepting Class. The Plan is primarily a liquidating plan that contemplates the liquidation of the Debtors' remaining assets, including through the implementation of the Liquidating Trust as provided for in the Plan. Additionally, the Debtors say the Disclosure Statement must receive final approval because it contains adequate information and otherwise meets the standards for such approval. The Committee said the Plan suffers from two major -- and fatal -- flaws. First, the Debtors have proposed that the Court release the Debtors' insiders, including their officers and directors, from any liability for any claims arising on or before the Effective Date of the Plan. Second, the Debtors have turned the chapter 11 process on its head, the Debtors have filed a chapter 11 plan that punts the decision to liquidate or reorganize. The Bank of New York Mellon Trust Company, N.A., as trustee, joined in the objection of the Committee, saying the Plan ignores the Debtors' contractual obligation to pay the fees and expenses of BNYM as Indenture Trustee and Property Trustee/Institutional Trustee, including the costs associated with the dissolution of the Trusts. Wilmington Trust Company, as indenture trustee, and Manufacturers and Traders Trust Company, as indenture trustee, objected to the confirmation of the Amended Joint Plan, stating the Amended Plan must, among other things: 1. make clear that the Indenture Trustees are the Disbursing Agent for Holders of Class 2 Claims (Trust Preferred Securities Claims) for which Wilmington or M&T serves as indenture trustee; 2. make clear that the Indenture Trustees' charging liens are preserved; and 3. modify provisions in the Amended Plan for cancellation of the Trust Documents to make clear that they do not cut off the rights of the Indenture Trustees. U.S. Bank National Association, as indenture trustee, institutional trustee and guarantee trustee, filed a limited objection, stating that the Plan (i) interferes in the contractual relationship between the two non-debtor parties; (ii) failed to satisfy the best interest of creditor test; and (iii) failed to properly enforce subordination agreements. According to Bloomberg News, the settlement with the Committee modifies the Plan by giving no releases to officers and directors. Claims belonging to Capitol are transferred to the liquidating trust for prosecution on behalf of creditors. Officers and directors won't be required to reach into their own pockets to settle suits because the plan will provide that recoveries can be made only from insurance policies. The trust also receives proceeds from sale of Capitol's bank subsidiaries, along with cash. The settlement also resolves appeals the committee was taking from bankruptcy court approval of the sale of the remaining bank subsidiaries to Talmer. The committee is also dropping an appeal from approval of a settlement with the Federal Deposit Insurance Corp. 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. On Jan. 1, 2014, Capitol Bancorp and its affiliate, Financial Commerce Corporation, completed the sale, assignment and transfer of assets to Talmer Bancorp, Inc. Immediately prior to the completion of the transaction, Indiana Community Bank, an Indiana state-chartered bank, Bank of Las Vegas, a Nevada state-chartered bank and Sunrise Bank of Albuquerque, a New Mexico state-chartered bank were merged with and into Michigan Commerce Bank, a Michigan state-chartered bank, with Michigan Commerce Bank as the surviving entity -- the "Surviving Bank". Capitol, through its affiliate FCC, previously owned all of the issued and outstanding shares of capital stock of each of Indiana Community Bank, Michigan Commerce Bank, Bank of Las Vegas, and Sunrise Bank of Albuquerque. Capitol, FCC and Talmer, owned by Wilbur Ross, entered into a Stock Purchase Agreement on October 11, 2013, to sell, assign and transfer to Talmer: (i) all of the issued and outstanding shares of common stock of the Surviving Bank; (ii) all bank related contracts; (iii) all right, title and interest to any proceeds received or to be received after December 31, 2012 related to any such contract; (iv) all of the trademarks and service marks registered to Capitol; and (v) certain other assets of Capitol and FCC for a cash purchase price of $4.0 million. In addition, Talmer agreed to make an equity contribution into the Surviving Bank at closing in the amount of up to $90 million and to pay $2.5 million of certain post-petition administrative fees and expenses incurred in Capitol and FCC's bankruptcy cases, and with respect to any contract or agreement to which Capitol or FCC is a party, pay the amount required to be paid with respect to such contract or agreement to cure all monetary defaults under such contract or agreement to the extent required by Section 365(b) of Chapter 11 of the Bankruptcy Code. CASCADE AG: Liquidating Agent May Pay One PacificCoast Loans ------------------------------------------------------------ The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the Western District of Washington has signed off on a stipulated order authorizing Cascade AG Services, Inc., Pivotal Solutions, Inc. (the Liquidating Agent), to pay in full the debtor-in- possession loans from One PacificCoast Bank to the Debtor from the cash proceeds of the Liquidating Agent's sale of assets to Kruger Foods, Inc. The salient terms of the stipulated order entered among the Liquidating Agent, Columbia State Bank and Washington Federal, are: 1. The amount owing to OPCB under the DIP loans was $649,395 as of Oct. 31, 2013, including interest in the amount of $14,563, a DIP loan fee in the amount of $27,500, and attorney fees and costs incurred by OPCB in negotiating and documenting the DIP loans, and in enforcing the DIP loans, in the amount of $57,332. Interest continues to accrue on the DIP loans from and after Oct. 31, 2013, in the amount of $118 per day. 2. There is no just reason to delay repayment of the DIP loans. The DIP loans accrue interest at the rate of 7.75% per annum. The DIP loans should be repaid to eliminate the continuing accrual of interest on the DIP loans. 3. The Liquidating Agent received $2,650,000 from Kruger for the sale of the Debtor's inventory and certain equipment. About Cascade AG Services, Inc. Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba Sterling Investment Group, L.L.C., is a vegetable processing company that processes Washington-grown cucumbers and cabbage into pickles and sauerkraut. Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012. In amended schedules, the Debtor disclosed $25,522,648 in assets and $21,354,742 in liabilities as of the Chapter 11 filing. Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the Debtor's counsel. Clyde A. Hamstreet & Associates, LLC, is the Debtor's chief restructuring officer and financial advisor. The petition was signed by Craig Staffanson, president. The U.S. Trustee appointed seven creditors to the Official Unsecured Creditors' Committee. Lawrence R. Ream, Esq., at Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee as counsel. DIP lender One PacificCoast Bank, FSB, is represented by Brad T. Summers, Esq., and David W. Criswell, Esq. The Plan filed in the Debtor's case contemplates a $3.0 million capital infusion. Money contributed to fund the Plan will be used to satisfy Administrative Expense Claims to the extent that those Claims must be satisfied for Confirmation, unless there is agreement with Holders of Administrative Expense Claims to defer payment. CASTRO PROPERTIES: Real Property to Be Auctioned Off Jan. 21 ------------------------------------------------------------ Real property of Castro Properties, L.L.C., will be sold at public auction to the highest bidder at the main entrance of the Santa Cruz County Complex, 2150 North Congress Drive, Nogales, Arizona, in Santa County, on Jan. 21, 2014, at 11:00 a.m. The property consists of Lot I, of Mariposa North Industrial Park, a subdivision of Santa Cruz County, Arizona; and has a street address of 1440 N. Mariposa Ranch Road (aka Calle Cobre Road) Nogales, Arizona 85621. The property secures $2,500,000 in debt owed to: First Fidelity Bank, N.A. 16277 North Greenway-Hayden Loop Scottsdale, Arizona 85260 Castro Properties, L.L.C. is located at 1440 N. Mariposa Ranch Road Nogales, Arizona 85621 The Successor Trustee for the assets is: Christopher M. McNichol Attention: Amey Wheeler GUST ROSENFELD P.L.C. One East Washington Street, Suite 1600 Phoenix, AZ 85004 Telephone: (602) 257-7972 CASTRO PROPERTIES: Assets of Agricola Pony, Produce to Be Sold -------------------------------------------------------------- Assets of Agricola Pony, S.A. De C.V.; Castro Produce, L.L.C.; and Castro Properties, L.L.C., will be sold at public auction on Jan. 21, 2014, at 11:00 a.m. to the highest qualified bidder as part of a trustee's sale of the companies' real property, and not separately unless First Fidelity Bank, N.A., which holds a lien on the asset so elects. The auction will be held at the main entrance of the Santa Cruz County Complex 2150 North Congress Drive Nogales, Arizona. The assets of Castro Produce to be sold include all Inventory, Chattel Paper, Accounts, Equipment and General Intangibles. The assets of Agricola Pony to be sold include all Farm Equipment as described in a Collateral Assignment of Distributor's Rights Under Growers' Agreements, and all rights and privileges, including the right to receive proceeds described therein under all Grower's Agreements that the Debtor will enter into from time to time. The assets of Castro Properties to be sold include all Inventory, Chattel Paper, Accounts, Equipment and General Intangibles. The Trustee may be reached at: GUST ROSENFELD, P.L.C. One E. Washington Street, Suite 1600 Phoenix, AZ 85004 Castro owes the bank debt in the original principal balance of $2,500,000. CHARTER COMMUNICATIONS: Moody's Reviews 'Ba2' CFR for Downgrade --------------------------------------------------------------- Moody's Investors Service placed the ratings for Charter Communications, Inc., including its Ba3 Corporate Family Rating (CFR), on review for downgrade following its offer to merge with Time Warner Cable, Inc. (TWC). Charter Communications Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD Outlook, Changed To Rating Under Review From Stable Charter Communications Operating, LLC Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Baa3 Outlook, Changed To Rating Under Review From Stable CCO Holdings, LLC Senior Unsecured Bonds, Placed on Review for Downgrade, currently B1 Senior Secured Bank Credit Facility (CCO stock only), Placed on Review for Downgrade, currently Ba2 Outlook, Changed To Rating Under Review From Stable Ratings Rationale Moody's believes a combination could be structured to increase debt at the Charter level without a commensurate increase in cash flow. Furthermore, TWC's board of directors rejected Charter's offer, and Moody's believes both the price and mix of financing could change. If Moody's expects Charter's leverage to exceed 6 times debt-to-EBITDA for a sustained period of time and that lenders would derive minimal benefit from the increase in scale, Moody's would likely downgrade the rating. Based on the offer as described in the letter sent to TWC management and assuming the entire cash portion is debt funded and the two entities are consolidated, Moody's sees a possibility that the combined entity would maintain leverage around the 5.5 times debt-to-EBITDA range Moody's laid out as appropriate for Charter's Ba3 CFR. Furthermore, the combined company would benefit from far greater scale than Charter currently has, with TWC's annual revenue of approximately $22 billion compared to Charter's annual revenue of approximately $8.3 billion (pro forma for the Bresnan acquisition). A downgrade of the Ba3 CFR is unlikely in such a scenario. Moody's will continue to monitor developments, including the potential for ratings on instruments to change based on a new capital mix. Bonds currently comprise almost three-quarters of Charter's debt capital structure, compared to just one-quarter for bank debt. An increase in bank debt could result in a lower rating for the senior unsecured bonds (currently rated B1) even without a change to the CFR. Moody's also sees potential for Liberty Media Corp. (Liberty Media), which acquired Charter shares representing a 27% beneficial ownership in May 2013, to provide funding for the deal. Liberty Media management has publicly expressed a desire to maintain at least 25% ownership of its key assets, and the current TWC offer would likely dilute Liberty Media's ownership in the combined entity to below this level. A significant cash contribution that limited the incremental debt necessary to fund a merger could prevent a negative rating action. The principal methodology used in this rating was the Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. One of the largest domestic cable multiple system operators serving approximately 4.2 million residential video customers (5.9 million customers in total), Charter Communications, Inc., maintains its headquarters in Stamford, Connecticut. Its annual revenue (pro forma for the acquisition of Bresnan) is approximately $8.3 billion. COLOSSUS MINERALS: Files Notice of Intention Under BIA ------------------------------------------------------ Colossus Minerals Inc. as indicated previously, the Company was unable to rectify its inability to make the December 31, 2013 interest payment on the Convertible Gold Linked Notes prior to the close of business on January 10, 2013. Colossus on Jan. 14 disclosed that the Board of Directors has approved a proposal received from certain holders of Notes and Sandstorm Gold Ltd. outlining the terms of a restructuring of Colossus that provides for interim debtor-in-possession financing to fund the Company as it pursues, in tandem, a six week sale and investment solicitation process and a restructuring of Colossus' capital structure through the conversion of Colossus' debt into equity. The Board of Directors has also approved on Jan. 14 the filing by the Company of a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada), which is intended to enable Colossus to pursue the Sale Process and Restructuring with the benefit of creditor protection and under Court-supervision. Duff & Phelps Canada Restructuring Inc. was named as the proposal trustee in the NOI. In the coming days the Company intends to seek an order from the Court (i) approving the terms of a DIP Financing credit facility and (ii) approving the terms of the Sale Process, which is to be administered by the Company and its financial advisor and overseen by Duff & Phelps. The DIP Credit Facility will be a senior secured, term credit facility with an initial maximum credit amount of up to US$4,000,000, subject to increase by up to an additional US$6,000,000 with the consent of the lenders under the DIP Credit Facility. Interest under the DIP Credit Facility will accrue at the rate of 20.0% per annum and be payable monthly in arrears. The DIP Credit Facility will be used to: (i) provide working capital, maintenance capital expenditures, other capital expenditures, financing charges and other ordinary course expenditures, (ii) pay fees, costs and expenses associated with the DIP Credit Facility; (iii) pay fees, costs and expenses in connection with the proceedings necessary to implement the BIA Proposal; and (iv) pay fees, costs and expenses in connection with the Sale Process. The maturity date of the DIP Credit Facility will be the earliest of: (i) the date that is 12 weeks after the commencement of the proceedings under the BIA unless extended on terms satisfactory to the lenders, (ii) the effective date of the BIA Proposal and (iii) the date upon which the proceedings under the BIA are terminated. Subsequent to the court order referred to above, the Company intends to pursue a dual track process of: (a) administering the Sale Process and (b) taking all necessary steps and seeking necessary creditor and court approvals for the implementation of the Restructuring. The Restructuring is to be undertaken by way of a proposal to creditors under the BIA and an arrangement under the Business Corporations Act (Ontario). If the Proposal is implemented there will be changes to Colossus' share capital and shareholdings without a shareholder vote, and all claims of creditors of the Company (other than the 2% net smelter return royalty to be issued to Sandstorm) will be converted to equity. If the BIA Proposal is implemented and the initial maximum amount of the DIP Credit Facility is converted into equity securities, former holders of Notes will hold approximately 51.5% of the Company's outstanding common shares, Sandstorm will hold approximately 38.8% of the Company's outstanding common shares, lenders under the bridge loan will hold approximately 8.0% of the Company's outstanding common shares and existing shareholders of the Company will hold approximately 1.7% of the Company's outstanding common shares. Holders of Notes and the common shares are cautioned that consummation of a sale or investment transaction or the implementation of the Proposal and the completion of the transactions contemplated thereby are subject to many factors such as board approval, the negotiation and execution of definitive documentation, court approval and regulatory approval. There can be no assurance that any transaction will be completed on the terms described herein, or that existing shareholders or holders of Notes will ultimately receive or retain any value. Headquartered Toronto, Colossus Minerals Inc. -- http://www.colossusminerals.com/-- is a development-stage mining company. Colossus is focused on its Serra Pelada project into production. The Serra Pelada Project is located in the mineral prolific Carajas region in Para, Brazil, is host to high grade gold and platinum group metals deposit. The Company's three mineral properties in Brazil: the Serra Pelada Project, the Rio Cristalino Property and the Cutia Property. The Serra Pelada Project is the only material property of the Company. The Company's subsidiaries include Colossus Mineracao Ltda., Mineracao Fazenda Monte Belo Ltda., Serra Pelada - Companhia de Desenvolvimento Mineral, and Grifo Geologia e Participacoes Ltda. In January 2012, the Company acquired Cutia Property from Cooperativa Mista do Garimpeiro de Cutia. COLOSSUS MINERALS: Approves Sandstorm's Restructuring Proposal -------------------------------------------------------------- Sandstorm Gold Ltd. on Jan. 14 disclosed that Colossus Minerals Inc. has approved a proposal received from Sandstorm and a group of holders of Colossus Convertible Gold Linked Notes. The terms of the proposal provide for a restructuring of Colossus' capital structure through the conversion of its Gold Linked Notes and its precious metals purchase agreements with Sandstorm into equity. Colossus has filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada), which is intended to enable Colossus to pursue the Restructuring and a sale process with the benefit of creditor protection and under Court- supervision. As part of the Restructuring, Sandstorm has agreed to cancel its gold and platinum purchase agreements (previously announced on September 19, 2012), in exchange for a 1.6% net smelter returns royalty ("NSR") and common shares of Colossus. If the Restructuring is completed, Sandstorm expects to own approximately 31% of the outstanding common shares of Colossus. Sandstorm Metals & Energy Ltd., via a back-to-back agreement with Sandstorm Gold, held a palladium purchase agreement with Colossus and has agreed to cancel the Palladium Stream in exchange for a 0.4% NSR and approximately 8% of the outstanding common shares of Colossus. About Sandstorm Gold Sandstorm Gold Ltd. -- http://www.sandstormgold.com-- is a gold streaming company. Sandstorm provides upfront financing to gold mining companies that are looking for capital and in return, receives a gold streaming agreement. This agreement gives Sandstorm the right to purchase a percentage of the gold produced from a mine, for the life of the mine, at a fixed price per ounce. Sandstorm has acquired a portfolio of 8 gold streams and twenty- seven gold royalties, of which thirteen of the underlying mines are producing gold. Sandstorm plans to grow and diversify its low cost production profile through the acquisition of additional gold streams. Sandstorm is focused on low cost operations with excellent exploration potential and strong management teams. Sandstorm has completed gold stream agreements with Brigus Gold Corp., Entr�e Gold Inc., Luna Gold Corp., Metanor Resources Inc., Mutiny Gold Ltd., Rambler Metals and Mining plc., Santa Fe Gold Corp., and SilverCrest Mines Inc. About Colossus Minerals Inc. Headquartered Toronto, Colossus Minerals Inc. -- http://www.colossusminerals.com/-- is a development-stage mining company. Colossus is focused on its Serra Pelada project into production. The Serra Pelada Project is located in the mineral prolific Carajas region in Para, Brazil, is host to high grade gold and platinum group metals deposit. The Company's three mineral properties in Brazil: the Serra Pelada Project, the Rio Cristalino Property and the Cutia Property. The Serra Pelada Project is the only material property of the Company. The Company's subsidiaries include Colossus Mineracao Ltda., Mineracao Fazenda Monte Belo Ltda., Serra Pelada - Companhia de Desenvolvimento Mineral, and Grifo Geologia e Participacoes Ltda. In January 2012, the Company acquired Cutia Property from Cooperativa Mista do Garimpeiro de Cutia. COMMUNITY HEALTHCARE OF DOUGLAS: SAMC Being Sold to PCH ------------------------------------------------------- Community Healthcare of Douglas, Inc., operator of the Southeast Arizona Medical Center, is in the process of being acquired by People's Choice Hospital, LLC, according to various reports. Trisha Maldonado of the Douglas Dispatch reported in November that PCH submitted an asset purchase agreement on Sept. 24 to acquire SAMC. PCH offered $1.8 million, $146,749.59 of which will go to Sierra Vista Medical Center. PCH, that report said, is not assuming any liability for any accrued benefits owed by SAMC, nor is it agreeing to give any of the affected employees benefits, including, vacation benefits and compensation earned and accrued but unpaid as of the closing. As Associated Press report in February says the Sierra Vista Regional Health Center has been managing the Douglas facility under an agreement for more than 18 months. The Sierra Vista Herald reported that SVRHC has extended nearly $1 million to the Douglas hospital. The Bankruptcy Court approved the Debtor's motion to sell assets in a Sept. 25 order. An auction was set for Dec. 11, with competing bids due Dec. 6. Dispatch's Ms. Maldonado reported on Dec. 23 that SAMC CEO Annie Benson appeared before the Bankruptcy Court in Tucson on Dec. 11 to file the paperwork for the sale of the hospital. The December report also said the sale to PCH will not be finalized until mid- January. Counsel to Community Healthcare of Douglas is: Michael W. Carmel, Esq. 80 East Columbus Ave. Phoenix, AZ 85012 E-mail: michael@mcarmellaw.com Community Healthcare of Douglas, Inc., dba Southeast Arizona Medical Center, filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 13-01738) on Feb. 8, 2013, listing $8,904,666 in assets and $3,446,633 in liabilities. Judge Brenda Moody Whinery oversees the case. Michael W. Carmel, Esq., at Michael W. Carmel, LTD., represents the Debtor. A list of the company's 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/azb13-01738.pdf The petition was signed by Ann L. Benson, chief executive officer. Co-counsel for the prepetition secured lender and PCH are: Harold D. Israel, Esq. GOLDSTEIN & McCLINTOCK, LLLP 208 S. LaSalle St., Suite 1750 Chicago, IL 60604 E-mail: haroldi@restructuringshop.com - and - Sean P. O'Brien, Esq. GUST ROSENFELD One E. Washington, Suite 1600 Phoenix, AZ 85004-2553 E-mail: spobrien@gustlaw.com Attorneys for the DIP Lender are: Thomas J. Salerno, Esq. Bradley A. Cosman, Esq. SQUIRE SANDERS (US), LLP One E. Washington St., Suite 2700 Phoenix, AZ 85004 E-mail: thomas.salerno@squiresanders.com bradley.cosman@squiresanders.com A patient care ombudsman has been appointed in the case and may be reached at: Hilary L. Barnes THE CAVANAGH LAW FIRM, P.A. 1850 North Central Avenue, Suite 2400 Phoenix, AZ 85004 E-mail: hbarnes@cavanaghlaw.com CONEXANT SYSTEMS: Court Holds Creditor in Contempt Over Suit ------------------------------------------------------------ Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware granted Conexant Systems Inc., et al.'s motion for an order (a) enforcing the Court's Confirmation Order, (b) holding Jonathan Y. Yi in contempt, and (c) imposing sanctions for willful of the discharge, exculpation and injunction provisions imposed by the Confirmation Order. Mr. Yi filed an $87 million in the bankruptcy case of Conexant. Four after the confirmation of Conexant's Chapter 11 plan and its emergence from bankruptcy, Mr. Yi filed a $195 million lawsuit in a California state court. Bill Rochelle, the bankruptcy columnist for Bloomberg News, said the California lawsuit seems to be asking the state court to figure out where Conexant's money went and explain why his claim wasn't paid before bankruptcy. Judge Walrath ordered Mr. Yi to immediately file a voluntary dismissal with prejudice of the California complaint and, as a result of knowing a willful violation of the Bankruptcy Court's Confirmation Order, must reimburse Conexant for all costs and expenses incurred in preparing, filing and prosecuting the Contempt Motion and responding to the California complaint. About Conexant Systems Newport Beach, California-based Conexant Systems, Inc. (NASDAQ: CNXT) -- http://www.conexant.com/-- is a fabless semiconductor company. Conexant's comprehensive portfolio of innovative semiconductor solutions includes products for imaging, audio, embedded-modem, and video applications. Outside the United States, the Company has subsidiaries in Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel. Conexant Systems, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-10367) on Feb. 28, 2013, with an agreement for a balance sheet restructuring with equity sponsors and sole secured lender, QP SFM Capital Holdings Limited, an entity managed by Soros Fund Management LLC. Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP serve as legal counsel and Alvarez & Marsal acts as restructuring advisor to Conexant. Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory Partners L.P. as restructuring advisor to the secured lender. BMC Group Inc. is the claims and notice agent. COOPER LIMITED: Jan. 23 Auction for Quick N' Clean Car Wash ----------------------------------------------------------- Craig K. Williams, Esq., as agent for HSBC Bank, USA, National Association -- the Indenture Trustee under an Indenture dated as of June 1, 2007, for the benefit of the Indenture Trustee and the holders of Business Loan Express Loan-Backed Notes, Series 2007-A as their respective interests may appear -- will sell a Quick N' Clean car wash, located at 5880 West Chandler Boulevard, Chandler, Arizona 85226, to the highest qualified bidder at a public auction on Jan. 23, 2014, at 1:30 p.m. The auction will be held at the law offices of Snell & Wilmer L.L.P., One Arizona Center, 400 East Van Buren, 19th Floor, Phoenix, Arizona. The property is owned by Cooper Limited, LC, and The property will be sold AS-IS, WITHOUT RECOURSE AND WITHOUT WARRANTIES, EITHER EXPRESS OR IMPLIED. To qualify to bid at the public sale, each person must qualify with the Agent on or before the sale date by providing name, address, phone number, and a $10,000 deposit, in cash or cashiers check, made payable to Agent. The successful bidder will have until 5:00 p.m. (Arizona time) on the following business day (presently January 24, 2014) to pay the entire purchase price at the public sale, less the $10,000 deposit previously held by Agent, in a form acceptable to Agent. If the successful bidder does not complete the payment in full of the purchase price by the deadline, then Agent shall have the right to retain the $10,000 deposit to offset fees, costs and expenses of Secured Party. In such event, and at Secured Partys election, Agent shall either sell the property to the next highest bidder, or hold a subsequent public sale. Ciena Capital, LLC, formerly known as BLX Capital, LLC, serves as servicer. It may be reached at: James E. Akers CIENA CAPITAL, LLC Formerly known as BLX Capital, LLC 212 South Tryon Street, Ste. 1560 Charlotte, NC 28281 The Agent may be reached at: Craig K. Williams, Esq. SNELL & WILMER L.L.P. One Arizona Center 400 East Van Buren Phoenix, AZ 85004-2202 Telephone: (602) 382-6331 Facsimile: (602) 382-6070 E-mail: ckwilliams@swlaw.com CUBIC ENERGY: Anchorage, et al., to Sell 98.7MM Common Shares ------------------------------------------------------------- Cubic Energy, Inc., registered with the U.S. Securities and Exchange Commission 98,751,823 shares of common stock for resale by Anchorage Illiquid Opportunities Offshore Master III, L.P., Corbin Opportunity Fund, L.P., O-CAP Partners, L.P., et al. The Company will not receive any of the proceeds from the resale of shares offered by the selling shareholders under this prospectus. The Company's common stock is traded on the OTCQB Tier of the U.S. OTC Markets under the symbol "CBNR." On Jan. 9, 2014, the last reported sale price of the Company's common stock was $0.2750 per share. A copy of the Form S-1 prospectus is available for free at: http://is.gd/lEdKsS About Cubic Energy Cubic Energy, Inc., headquartered in Dallas, Texas, is an independent upstream energy company engaged in the development and production of, and exploration for, crude oil and natural gas. Its oil and gas assets and activities are concentrated in Louisiana. Cubic Energy incurred a net loss of $5.93 million for the year ended June 30, 2013, as compared with a net loss of $12.49 million during the prior fiscal year. The Company's balance sheet at Sept. 30, 2013, showed $19.51 million in total assets, $35.27 million in total liabilities and a $15.76 million total stockholders' deficit. DEERFIELD RETIREMENT: Proposes Dorsey & Whitney as Attorneys ------------------------------------------------------------ Deerfield Retirement Community, Inc., asks for Court approval to employ the law firm of Dorsey & Whitney LLP as bankruptcy counsel to the Debtor, effective as of the commencement of the case. The retention will cover all matters relating to the Debtor's Chapter 11 case, and will also include other legal services necessary to the Debtor's continuing operations. Compensation will be payable to Dorsey on an hourly basis, plus reimbursement of actual and necessary expenses incurred by Dorsey. The Dorsey attorneys that are likely to represent the Debtor in the case have current standard hourly rates ranging between $270 and $495. The paralegals that likely will assist the attorneys who will represent the Debtor have current standard hourly rates of $245. These rates are subject to periodic adjustments. The Debtor has paid Dorsey a retainer in the amount of $75,000 in connection with Dorsey's proposed representation of the Debtor in the Chapter 11 case. Dorsey has served as the Debtor's general counsel since at least October 2012. Steven J. Heim, a partner at the firm, attests that Dorsey is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). About Deerfield Retirement Community Deerfield Retirement Community, Inc., a nonprofit that owns a life care retirement community known as "Deerfield Retirement Community" located in Urbandale, Iowa. The facility is comprised of 32 townhomes and 138 independent living apartments, common areas, a residential care facility with 24 residential care living units, and a health center with 30 skilled nursing care beds. Lifespace Communities, Inc., is the sole member and provides management services in exchange for a 5% share on revenues. Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a prepackaged plan that offers to return 69% to bondholders. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million as of the bankruptcy filing. As of the Petition Date, secured bonds are outstanding in the principal amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series 2007B Bonds). The Debtor also owes Lifespace Communities, Inc., $18.5 million under a subordinated agreement and a support agreement. Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor. North Shores Consulting Inc. is the financial advisor. DEERFIELD RETIREMENT: Hiring North Shores as Advisor ---------------------------------------------------- Deerfield Retirement Community, Inc., asks for Court approval to employ the firm of North Shores Consulting Inc. as financial advisor to the Debtor, effective as of the commencement of the case. Compensation will be payable to North Shores on an hourly basis, plus reimbursement of actual and necessary expenses incurred by North Shores. The North Shores employee that will represent the Debtor in the case has a current standard hourly rate of $350. This rate is subject to periodic adjustment. The Debtor has paid North Shores a retainer in the amount of $30,000 in connection with North Shore's proposed representation of the Debtor in the Chapter 11 case. In 2011, North Shores was retained by the Debtor to provide general advice and assistance with regard to its financial restructuring. North Shores received payments between October 2011 and January 2014 for services rendered. Thomas L. Brod, president of the firm, avers that neither North Shores nor its employees represent any interest adverse to the Debtor or its estate in the matters regarding which North Shores is to be engaged, and North Shores is a "disinterested person" as that term is defined in Sec. 101(14), as modified by Sec. 1107(b). About Deerfield Retirement Community Deerfield Retirement Community, Inc., a nonprofit that owns a life care retirement community known as "Deerfield Retirement Community" located in Urbandale, Iowa. The facility is comprised of 32 townhomes and 138 independent living apartments, common areas, a residential care facility with 24 residential care living units, and a health center with 30 skilled nursing care beds. Lifespace Communities, Inc., is the sole member and provides management services in exchange for a 5% share on revenues. Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a prepackaged plan that offers to return 69% to bondholders. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million as of the bankruptcy filing. As of the Petition Date, secured bonds are outstanding in the principal amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series 2007B Bonds). The Debtor also owes Lifespace Communities, Inc., $18.5 million under a subordinated agreement and a support agreement. Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor. North Shores Consulting Inc. is the financial advisor. DEGROOT INVESTMENT: 66 Condo Units to Be Sold at Feb. 13 Auction ---------------------------------------------------------------- Assets of DeGroot Investment Group, L.LC., will be sold at public auction to the highest bidder at the office of Lane & Nach, P.C., the Successor Trustee, at 2001 East Campbell Avenue, Suite 103, Phoenix, Arizona 85016 on Feb. 13, 2014 at 2:00 p.m. The assets consist of Units 1 through 66, inclusive, Building 12, Palm Valley Professional Plaza Condominiums, Phase 2, located at 2910 N. Litchfield Rd. Goodyear, AZ 85395. The Trustee will also sell some or all of the personal property, fixtures and collateral. The assets serve as collateral to $1,747,700 in debt owed to Wel1s Fargo Bank, National Association successor to Wachovia SBA Lending, Inc., at 1620 East Roseville Parkway, Suite 100 Roseville, CA 95661. DeGroot Investment Group, L.LC., an Arizona limited liability company, is based at 2950 North Litchfield Road Unit 1-66, Building 12 Goodyear, AZ 85338. The bidding deposit check must be in the form of a Cashier's Check made payable to Adam B. Nach, Esq. Third party checks will not be accepted. Conveyance property of the shall be without warranty, expressed or implied, and subject to all liens, claims or interests having a priority senior to the Deed of Trust. The Trustee may be reached at: Adam B. Nach, Esq. LANE & NACH, P.C. 2001 East Campbell Avenue, Suite 103 Phoenix, AZ 85016 Tel: 602-258-6000 ext. 301 E-mail: adam.nach@lane-nach.com DETROIT, MI: Foundations Pledge $330 Million to Save Art -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a group of foundations is making an effort at raising $330 million to save the Detroit Institute of Arts. The money, however, will be used to supplement pensions reduced as part of the city's municipal bankruptcy. Mr. Rochelle said critics could attack the proposal on several fronts. He pointed out that the $330 million amount is less than the appraisal by Christie's International PLC, which found the musuem's collection to be worth between about $450 million and $870 million. He also pointed out that by earmarking the contribution for retirees shortchanges other unsecured creditors such as bondholders and thus conflicts with the bankruptcy law requirement of similar treatment for all creditors. Mr. Rochelle said Detroit, in response, could take a page from the book of corporate reorganization by mimicking situations where a secured creditor makes a settlement and earmarks funds expressly for unsecured creditors, bypassing bankruptcy priority rules calling for a different distribution scheme. 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. DETROIT, MI: Lazard Okayed as Fin'l Advisor to Retiree's Panel -------------------------------------------------------------- The Hon. Steven Rhodes of the U.S. Bankruptcy Court for the Eastern District of Michigan in a Dec. 19 order, authorized the Official Committee of Retirees in the Chapter 9 case of The City of Detroit to retain Lazard Freres & Co. LLC as financial advisor effective as of Sept. 3, 2013. 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. The U.S. Trustee appointed five members to Official Committee of Unsecured Creditors. DETROIT, MI: U.S. Trustee Forms Five-Member Creditors Committee --------------------------------------------------------------- Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23 appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 9 case of The City of Detroit, Michigan. The Committee is consists of: 1. Financial Guaranty Insurance Company c/o Derek Donnelly, managing director 125 Park Avenue, Floor 5 New York, NY 10017 Tel: (212) 312-3000 E-mail: Derek.donnelly@fgic.com 2. General Retirement System of the City of Detroit c/o Cynthia Thomas, executive director 908 Coleman A. Young Municipal Center 2 Woodward Avenue Detroit, MI 48226 Tel: (313) 224-3362 E-mail: cathomas@rscd.org 3. Jessie Payne c/o The Sam Bernstein Law Firm 31731 Northwestern Hwy., Suite 333 Farmington Hills, MI 48334 Tel: (248) 538-5294 E-mail: Lmiller@sambernstein.com 4. Police and Fire Retirement System of the City of Detroit c/o David Cetlinski, assistant executive director 908 Coleman A. Young Municipal Center 2 Woodward Avenue Detroit, MI 48226 Tel: (313) 224-3362 E-mail: dcetlinski@rscd.org Wilmington Trust Company 5. Jay Smith, vice president c/o Kristin Going Drinker, Biddle & Reath, LLP 1500 K. Street, Suite 1100 Washington D.C. 20005 Tel: (202) 230-5177 E-mail: Kristin.going@dbr.com 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. The Retiree's Committee tapped Lazard Freres & Co. LLC as financial advisor. DEWEY & LEBOEUF: Trustee Sues 3 Former Partners to Recover $14MM ---------------------------------------------------------------- Alan M. Jacobs, liquidating trustee for Dewey & LeBoeuf Liquidation Trust, filed with the U.S. Bankruptcy Court for the Southern District of New York adversary proceedings against each of Robert Auchter, Dirk Thomas, and John J. Altorelli seeking to recover distributions made to the defendants while the Debtor was insolvent. With respect to Mr. Auchter, an equity partner of Dewey & LeBoeuf LLP, the Trustee alleged that Mr. Auchter received approximately $384,500 in distributions from the firm during the period. The Trustee also seeks to recover from Mr. Auchter repayment of personal income tax payments the Debtor made on his behalf in the amount of $14,676. The Trustee seeks to recover from Mr. Thomas, an equity partner of Dewey & LeBoeuf LLP, approximately $846,029 in distributions and $35,298 as repayment of personal income tax payments the Debtor made on his behalf. From Mr. Altorelli, an equity partner of Dewey & LeBoeuf LLP, the The Trustee seeks to recover approximately $12,885,262 in distributions and $30,077 as repayment of personal income tax payments the Debtor made on his behalf. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DIOCESE OF STOCKTON: To File Bankruptcy to Halt Case, Says Firm --------------------------------------------------------------- Manly, Stewart & Finaldi on Jan. 14 disclosed that on Jan. 13, 2014, a Grand Jury convened by the Calaveras County District Attorney's Office indicted Diocese of Stockton Priest Fr. Michael Kelly, on numerous criminal counts related to brutal childhood sexual abuse in the year 2000 while serving as the Pastor of St. Andreas Parish in the Diocese of Stockton. Fr. Kelly absconded to Ireland in 2012, in the middle of a child molestation trial being prosecuted by this firm on behalf of another Kelly victim, only days after he was unanimously found by a jury to have raped and molested the firm's client, a highly decorated Air Force Officer, when he was in 4th grade at Annunciation School in Stockton. Kelly is known to be in Ireland, but guards his location and has repeatedly taken steps to avoid service of process. Manly Stewart and its clients, are gratified by this indictment, and are very grateful to the Grand Jury and law enforcement officials in Calaveras County who worked tirelessly for justice on behalf of the victim in the indictment and the numerous other victims of Fr. Kelly. Manly Stewart calls on Bishop Blaire, the Diocese of Stockton, and Monsignor Richard Ryan, the Vicar General of the Diocese of Stockton, a seminary classmate and lifelong friend of Michael Kelly, to disclose Kelly's whereabouts to the Calaveras County Sheriff's Office. Moreover, the firm calls on the Holy See and the Irish Bishops to effectively issue a clerical "all point's bulletin" to all Dioceses and Parishes in Ireland requiring the clergy there disclose Kelly's whereabouts to US law enforcement officials immediately. Manly, Stewart & Finaldi believes Kelly is being protected by clergy in Ireland and his whereabouts are known to them. There are really two perpetrators in every case involving Fr. Michael Kelly. There is Fr. Kelly and the Bishops of Stockton, including Roger Mahony and Bishop Stephen Blaire, who protected him. Indeed, Bishop Blaire and Monsignor Ryan's depositions are scheduled for next week. Manly Stewart learned on the day Fr. Kelly was indicted that they now plan to file bankruptcy only days before their depositions are scheduled. The bankruptcy filing automatically stays discovery in a civil case. According to the firm, it is clear that the Diocese is filing bankruptcy not because it does not have the money to pay a judgment or settlement in the three cases pending against it, but rather, to prevent the truth about the complicity of Bishop Blaire and Monsignor Ryan and other Diocese's members in Kelly's crimes. It is a misuse of the process and cowardly. DIVERSIFIED MANAGEMENT: Foreclosure Auction Set for Feb. 20 ----------------------------------------------------------- Craig K. Williams, Esq., as agent for BNC National Bank, a national banking association, will sell property of Diversified Management LLC to the highest qualified bidder in a public auction on Feb. 20, 2014, 1:30 p.m. The auction will be held at the Law offices of Snell & Wilmer L.L.P., One Arizona Center, 400 East Van Buren, 19th Floor, Phoenix, Arizona. The property consists of fixtures, furniture and equipment at Unit 250 at the 1599 Orangewood Offices condominium. There is no warranty relating to title, possession, quiet enjoyment or the like in this disposition. The collateral will be sold AS-IS, WITHOUT RECOURSE AND WITHOUT WARRANTIES, EITHER EXPRESS OR IMPLIED. To qualify to bid at the public sale, each person must qualify with the Agent on or before the sale date by providing name, address, phone number, and a $10,000.00 deposit, in cash or cashiers check, made payable to Agent. The successful bidder shall have until 5:00 p.m. (Arizona time) on the following business day (presently Feb. 21, 2014) to pay the entire purchase price at the public sale, less the $10,000.00 deposit previously held by Agent, in a form acceptable to Agent. If the successful bidder does not complete the payment in full of the purchase price, then Agent shall have the right to retain the $10,000.00 deposit to offset fees, costs and expenses of Secured Party. In such event, and at Secured Partys election, Agent shall either sell the property to the next highest bidder, or hold a subsequent public sale, notifying all parties who had registered in writing with Agent on the date of the original sale, setting forth the time and place of the subsequent public sale. Diversified Management, LLC, is based at 1599 E. Orangewood Avenue, Suite 250, Phoenix, Arizona 85020-5596. BNC National Bank is based at 2425 E. Camelback Road, Suite 100, Phoenix, Arizona 85016. DIVERSIFIED SOLUTIONS: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Diversified Solutions, Inc. 8101 Avella Drive Austin, TX 78729 Case No.: 14-10069 Chapter 11 Petition Date: January 14, 2014 Court: United States Bankruptcy Court Western District of Texas (Austin) Judge: Hon. Tony M. Davis Debtor's Counsel: Lynn H. Butler, Esq. HUSCH BLACKWELL LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: (512) 472-5456 Fax: (512) 479-1101 E-mail: lynn.butler@huschblackwell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Lundy, officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb14-10069.pdf EAGLE ROCK: Moody's Places 'B1' CFR on Review for Downgrade ----------------------------------------------------------- Moody's Investors Service placed Eagle Rock Energy Partners, L.P.'s B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), and B3 senior unsecured notes rating on review for downgrade following the signing of a definitive agreement to contribute its midstream business to Regency Energy Partners LP (Ba3 positive). Eagle Rock will receive total consideration of up to $1.325 billion, subject to certain closing conditions, consisting of $200 million of newly-issued Regency common units and a combination of cash and an exchange of Eagle Rock's outstanding senior unsecured notes. Eagle Rock intends to use the cash proceeds to pay down borrowings under its revolving credit facility. The transaction is expected to close in the first half of 2014, subject to customary closing conditions. "The review for downgrade reflects Eagle Rock's increased business risk and reduced cash flow profile associated with its transition to a pure-play upstream E&P master limited partnership (MLP) with a concentrated asset base, small production scale and natural gas weighted reserve base," stated Michael Somogyi, Moody's Vice President -- Senior Analyst. RATINGS RATIONALE Moody's will conclude the review upon completion of the transaction and the debt exchange. Moody's review will focus on the Eagle Rock's stand-alone credit metrics and financial policy associated with the company's expected growth strategy as a pure- play upstream E&P MLP. In the event that all, or substantially all, of Eagle Rock's bondholders participate in the exchange to Regency senior unsecured notes, Moody's will likely withdraw all ratings on Eagle Rock. Eagle Rock's B1 Corporate Family Rating (CFR) reflects the partnership's large scale compared to peers, as well as the business diversification in its operations and successful migration of its midstream business to a more fee-based / fixed- recovery model through new and amended contracts and opportunistic expansion projects. The rating has been restrained by Eagle Rock's high leverage profile and high business risk profile stemming from the inherent commodity price exposure and capital intensity associated with its upstream E&P operations. Regency will conduct an offer to exchange Eagle Rock's $550 million of 8.375% senior unsecured notes due June 1, 2019 into an equivalent amount of Regency senior unsecured notes with the same tenor, coupon, and a comparable covenant package. The cash portion of the purchase price will be reduced by the amount of notes exchanged subject to a 10% adjustment factor such that if all $550 million of bonds are exchanged, the total consideration will equal $1.27 billion ($1.325 billion less $55 million) consisting of $200 million in Regency units, $550 million of assumed debt and $520 million of cash proceeds. While the transaction will significantly reduce the company's leverage profile and enhance liquidity, it will also reduce the Partnership to a single business line. Further, Eagle Rock's loss of the cash flow stream and asset diversification derived from its midstream business is credit negative. Eagle Rock's E&P assets are highly concentrated in the Mid-Continent and are small on a reserve and production basis relative to E&P MLP peers. Eagle Rock's total proved reserve base is 58.3 million barrels of oil equivalent (mmBOE), of which 56% is natural gas and 22% is NGLs. The company averaged less than 13,000 BOE per day production volumes for the quarter ended September 30, 2013. Transitioning to a pure-play E&P MLP, Eagle Rock will also be exposed to the structural risks inherent in the MLP business model characterized by an `acquire and exploit' growth strategy and uncertainty regarding the availability, pricing, and quality of acquisition targets as well as execution and integration risks while growing cash distributions paid out to unit holders. The principal methodology used in this rating was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Eagle Rock Energy Partners, L.P. is publicly traded master limited partnership (MLP) headquartered in Houston, Texas. EDGENET INC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor affiliates filing separate Chapter 11 cases: Debtor Case No. ------ -------- Edgenet, Inc. 14-10066 3525 Pledmont Rd Building 8, Suite 420 Atlanta, GA 30305 Edgenet Holding Corporation 14-10067 3525 Piedmont Rd Building 8, Suite 420 Atlanta, GA 30305 Type of Business: The Debtors are providers of cloud based content, applications and services that enable companies to sell more products and services with greater ease across multiple channels and devices. Chapter 11 Petition Date: January 14, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Raymond Howard Lemisch, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Tel: 302-552-5530 Fax: 302-426-9193 E-mail: rlemisch@klehr.com Debtors' GLASS RATNER ADVISORY & CAPITAL GROUP LLC Financial Advisor: Debtors' JMP SECURITIES, LLC Investment Banker: Debtors' Claims PHASE ELEVEN CONSULTANTS, LLC & Noticing Agent: Estimated Assets: $10 million to $50 million Estimated Debts: $100 million to $500 million The petition was signed by Juliet Reising, chief financial officer. The Debtors did not file a list of their largest unsecured creditors when they filed the petitions. However, the Debtors disclosed that as of the petition date, they owe Liberty Partners Lenders, LLC, $85 million. EQ PHOENIX: Assets to Be Sold at Feb. 7 Foreclosure Auction ----------------------------------------------------------- Assets of EQ Phoenix, LLC, a Delaware limited liability company, and RE Phoenix, LLC, a Delaware limited liability company, as tenants-in-common, will be sold at public auction to the highest bidder at the main entrance of the Superior Court Building, 201 West Jefferson, Phoenix AZ 85003 on Feb. 7, 2014, at 12:30 p.m. Proceeds of the sale will be used to satisfy $4,550,000 in debt owed to U.S. Bank National Association as trustee for the registered holders of Merrill Lynch Mortgage Trust 2005-CKI1, Commercial Mortgage Pass-Through Certificates, Series 2005-CKl1 c/o C-III Asset Management LLC. The real property being sold consists of Lots 1 and 3 of The Albertson's Inc. at 91st Avenue and Bell Road Peoria, Arizona. Personal property at the site will also be sold. EQ Phoenix and RE Phoenix are based at 9601 Wilshire Blvd., #602 Beverly Hills, CA 90210. Trustee for the assets is: Michelle Ghidotti-Gonsalves Attorney at Law c/o Assured Lender Services, Inc. 2552 Walnut Avenue, Suite 100 Tustin, CA 92780 Tel: (714) 573-1965 EVENT PARTNERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Event Partners, LLC 12-14 South Hunt Road Amesbury, MA 01913 Case No.: 14-10112 Chapter 11 Petition Date: January 14, 2014 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Joan N. Feeney Debtor's Counsel: Michael B. Feinman, Esq. FEINMAN LAW OFFICES Northmark Bank Building 69 Park Street Andover, MA 01810 Tel: (978) 475-0080 Fax: (978) 475-0852 E-mail: mbf@feinmanlaw.com Total Assets: $328,900 Total Liabilities: $3.19 million The petition was signed by Marycarol Fowler, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mab14-10112.pdf FIBERTOWER CORP: Bondholders Support Restructuring Plan ------------------------------------------------------- Holders of Class 1B 2016 Claims and Class 2B - 4B 2016 Guaranty Claims, the only classes of claims required to vote to accept or reject FiberTower Network Services Corp., et al.'s Joint Chapter 11 Plan voted overwhelmingly in favor of the Plan, according to a declaration filed with the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division. All of the bondholders -- Broadridge Financial Services, First Southwest Company, PNC Bank, State Street Bank & Trust, The Bank of New York Mellon, The Northern Trust Company -- holding a total of $106.5 million in claims voted in favor of the Plan. The Plan proposes that holders of the 2016 claims and 2016 guaranty claims will receive 100% of the common equity of Reorganized FiberTower Corporation, while holders of unsecured claims will received their pro rata share of interests in a litigation trust, which will be formed on the effective date. Unsecured claims, excluding the 2016 deficiency claims and the 2012 claims, are estimated at approximately $44 million. The Debtors maintain that their Plan satisfies the confirmation requirements of the Bankruptcy Code and must be confirmed. Multiple parties -- including U.S. Bank National Association, State of Texas ad valorem taxing jurisdictions, Mansfield I.S.D., and the Official Committee of Unsecured Creditors -- previously objected to the confirmation of the Plan. About FiberTower Corp. FiberTower Corporation, FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to 12-44031) on July 17, 2012, together with a plan support agreement struck with prepetition secured noteholders. FiberTower is an alternative provider of facilities-based backhaul services, principally to wireless carriers, and a national provider of millimeter-band spectrum services. Backhaul is the transport of voice, video and data traffic from a wireless carrier's mobile base station, or cell site, to its mobile switching center or other exchange point. FiberTower provides spectrum leasing services directly to other carriers and enterprise clients, and also offer their spectrum services through spectrum brokerage arrangements and through fixed wireless equipment partners. FiberTower's significant asset is the ownership of a national spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum licenses, including over 740 MHz in the top 20 U.S. metropolitan areas and, in the aggregate, roughly 1.72 billion channel pops (calculated as the number of channels in a given area multiplied by the population, as measured in the 2010 census, covered by these channels). FiberTower believes the Spectrum Portfolio represents one of the largest and most comprehensive collections of millimeter wave spectrum in the U.S., covering areas with a total population of over 300 million. As of the Petition Date, FiberTower provides service to roughly 5,390 customer locations at 3,188 deployed sites in 13 markets throughout the U.S. The fixed wireless portion of these hybrid services is predominantly through common carrier spectrum in the 11, 18 and 23 GHz bands. FiberTower's biggest service markets are Dallas/Fort Worth and Washington, D.C./Baltimore, with additional markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit, Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco and Tampa. As of June 30, 2012, FiberTower's books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, FiberTower had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, FiberTower had total revenue of roughly $33 million. With the help of FTI Consulting Inc., FiberTower's preliminary valuation work shows that the Company's enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 9.00% Senior Secured Notes due 2016 outstanding as of the Petition Date. The preliminary valuation work is based upon the assumption that FiberTower's spectrum licenses will not be terminated. Fibertower Spectrum disclosed $106,630,000 in assets and $175,501,975 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn oversees the Chapter 11 case. Lawyers at Andrews Kurth LLP serve as the Debtors' lead counsel. Lawyers at Hogan Lovells and Willkie Farr and Gallagher LLP serve as special FCC counsel. FTI Consulting serve as financial advisor. BMC Group Inc. serve as claims and noticing agent. The petitions were signed by Kurt J. Van Wagenen, president. Wells Fargo Bank, National Association -- as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016 owed roughly $132 million as of the Petition Date -- is represented by Eric A. Schaffer, Esq., at Reed Smith LLP. An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya, Esq., at Stroock & Stroock & Lavan LLP. Wells Fargo and the Ad Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, as local counsel. U.S. Bank, National Association -- in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012, owed $37 million as of the Petition Date -- is represented by Michael B. Fisco, Esq., at Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq., at McGuire Craddock & Strother PC as local counsel. William T. Neary, the U.S. Trustee for Region 6 appointed five members to the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is represented by Otterbourg, P.C., and Cole, Schotz, Meisel, Forman & Leonard, P.A. Goldin Associates, LLC serves as its financial advisors. On March 15, 2013, the Court entered an order authorizing the Debtors to sell assets that are primarily utilized by the Debtors to provide wireless backhaul services in the State of Ohio to Cellco Partnership (dba Verizon Wireless) free and clear for $1.5 million. In May 2013, FiberTower sought and obtained Court authority to sell their telecommunications equipment and employ American Communications, LLC, as telecommunications equipment reseller. According to the Debtors, the telecommunications equipment, which was a part of their backhaul business, is no longer necessary in the conduct of their business. They, however, believe that the equipment may have resale value that would benefit their estates. FISKER AUTOMOTIVE: Fisker Switzerland Wants UCC Rights Preserved ---------------------------------------------------------------- Fisker Automotive AG (Switzerland), Nelleman Fair Drive A/S and Jin-Jin Electric, say they object to Fisker Automotive Holdings, Inc., et al.'s Chapter 11 plan to the extent it violates contract law or otherwise seeks to modify their rights under the Uniform Commercial Code. Fisker Switzerland, et al., specifically object to a provision in the Plan that states: "Rejection or repudiation of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall not constitute a termination of preexisting obligations owed to the Debtors' Estates under such contracts or leases. In particular, notwithstanding any nonbankruptcy law to the contrary, the Debtors expressly reserve and do not waive any right for the Debtors or the Liquidator, as applicable, to receive, or any continuing obligation of a counterparty to provide, warranties or continued maintenance obligations on goods previously purchased, or services previously received, by the contracting Debtors from counterparties to rejected or repudiated Executory Contracts or Unexpired Leases." Fisker Switzerland, et al., are represented by: THE ROSNER LAW GROUP LLC Wilmington, Delaware Frederick B. Rosner, Esq. Julia B. Klein, Esq. 824 Market Street, Suite 810 Wilmington, DE 19801 Tel.: (302) 777-1111 E-mail: rosner@teamrosner.com The Chapter 11 Plan The Bankruptcy Court in Wilmington, Delaware, is scheduled to hold a hearing Jan. 24, 2014, at 10:00 a.m. to consider confirmation of the Debtors' Chapter 11 plan of liquidation and the proposed sale of the Debtors' assets. The hearing may again be deferred amid an auction ordered by the court for the Debtors' assets. Fisker on Jan. 1, 2014, filed a First Amended Joint Plan of Liquidation, a copy of which is available at: http://bankrupt.com/misc/FISKERAUTOMOTIVE1amendedplan.pdf Fisker has sought to sell its assets to Hybrid Tech Holdings LLC. The Official Committee of Unsecured Creditors, however, want the business sold to Wanxiang America Corporation, subject to higher and better offers at an auction. Hybrid was originally under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired before the Debtor's Chapter 11 filing. On Jan. 1, 2014, Hybrid agreed to add an extra $1 million cash and offered to share proceeds from the sale of a Fisker facility in Delaware that Hybrid doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, the Committee's stalking horse bidder, initially offered $25.8 million in cash. However, in papers filed early January 2014, Wanxiang said it has agreed to significantly improve its initial offer by (i) increasing its proposed purchase price by $10 million and (ii) agreeing to match the additional consideration that the Debtors have represented will be reflected in Hybrid's improved offer. In mid-January Bankruptcy Judge Kevin Gross, in a bench ruling, denied a private sale of Fisker's assets to Hybrid Tech. The Court ordered the parties to go to auction and capped the amount that Hybrid may credit bid to $25 million. In light of the latest ruling, Hybrid submitted a revised Purchase Agreement, dated as of Jan. 12, 2014, wherein it has offered to acquire most of Fisker's assets for $55 million. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans to sell the business to Hybrid Tech Holdings, LLC. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker now has 21 employees. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. The Debtors have entered into an asset purchase agreement with Hybrid for the sale of substantially all of its assets. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. FOOTHILL/EASTERN: Fitch Affirms Series 1995A Bonds From Watch Neg. ------------------------------------------------------------------ Fitch Ratings has affirmed the 'BBB-' rating and removed the Rating Watch Negative from the outstanding $179.99 million senior lien series 1995A Foothill/Eastern Transportation Corridor Agency (F/ETCA), CA revenue bonds. The Rating Outlook is Stable. The series 2013 bonds, which priced on Dec. 12, 2013, restructured all of the outstanding series 1999 bonds but excluded the senior lien series 1995A bonds. The restructuring transaction closed on Jan. 2, 2014. As noted in the Dec. 20, 2013 Fitch Rating Action Commentary, 'Fitch Rates CA's Foothill/Eastern Transportation Corridor Revs 'BBB-/BB+'; Outlook Stable,' Fitch expected to remove the Rating Watch Negative if the restructuring transaction closed successfully. KEY RATING DRIVERS: -- Traffic Susceptible to Economic Downturns: The facility serves as a highway connection for commuters in Orange and Riverside Counties. Traffic volume has grown marginally over the last decade, partly due to seven mostly above-inflation toll increases since fiscal 2000. Future growth potential, reliant on residential development activity, is limited in part by the narrow corridor in which development can take place. Revenue Risk Volume: Midrange. -- Price-Sensitive Commuter Traffic: F/ETCA has limited economic rate-making flexibility with an average toll rate that is now close to the revenue maximization point. Nevertheless, it is Fitch's view that inflationary increases will become achievable once again over time. A history of proactive decisions by management to raise rates is considered a credit strength. Revenue Risk Price: Midrange. -- Back-Loaded and Long-Dated Debt: The project's debt burden is high. Nevertheless, the restructuring extends final maturity by 13 years and debt service will now grow at a compound annual growth rate (CAGR) of 3.56% (fiscal 2015-2039, the year in which maximum annual debt service [MADS] occurs at $226.7 million). F/ETCA has a fully funded debt service reserve and an additional reserve mechanism that provides some mitigation against the sharply escalating debt service profile. It also provides for further enhancement should traffic or revenue underperform. There are no cross default or acceleration provisions between the senior and junior liens, which protects the senior debt. Debt Structure Risk: Weaker. -- Stable Financial Flexibility: F/ETCA is dependent on continued revenue growth throughout the life of the debt to maintain coverage levels at or above 1.30x. In fiscal 2013, the debt service coverage ratio (DSCR) was 1.17x ignoring the effect of the escrow defeasance fund (EDF). The Fitch base case minimum combined senior/junior lien DSCR is 1.17x in fiscal 2014 and averages 1.37x through 2053 ignoring the use of the EDF. Total leverage is high at 17x. -- Relatively New Asset: F/ETC is less than 15 years old and does not currently have any material state of good repair needs. The state of California's Department of Transportation (Caltrans) has an obligation to maintain the physical assets and a covenant to budget for capital expenditures annually which provides some protection. Importantly, as part of the agreement with Caltrans, F/ETCA is not authorized to toll or operate any segment of the corridor south of the existing terminus (Oso Parkway) beyond Jan. 1, 2040. Infrastructure Development/Renewal Risk: Stronger. RATING SENSITIVITIES: -- Weaker traffic growth than projected by the traffic and revenue consultant over a sustained period; -- Toll rate increases that are materially below inflation for a sustained period; -- A decision to increase leverage or reduce liquidity to support any extension projects without commensurate financial mitigants; -- Dependence on the EDF for a prolonged period of time to meet the 1.30x/1.15x rate covenants. SECURITY: The bonds are secured by a pledge of net toll revenues derived from the operation of the project and certain other pledged revenues such as development impact fees (DIF). F/ETCA has the right to withdraw the first $5 million of DIF amounts collected annually to be used for any lawful purpose, including debt service. TRANSACTION SUMMARY: F/ETCA issued $2.08 billion of second senior series 2013A and 2013B term-rate bonds and $198.1 million of junior lien series 2013C bonds with respective 1.3x and 1.15x rate covenants. These bonds refinanced $2.2 billion in outstanding series 1999 bonds; however, the outstanding senior series 1995 bonds will remain in place. Final pricing for the bonds provided an all-in interest cost of 6.07%, which was lower than expected resulting in slightly lower average annual debt service and MADS costs. These factors result in slightly higher coverage levels, consistent with the rating levels. FPB BANCORP: KCG Americas Held $10% Equity Stake at Dec. 31 ----------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, KCG Americas LLC disclosed that as of Dec. 31, 2013, it beneficially owned 206,776 shares of common stock of FPB Bancorp, Inc., representing 10.05 percent based on outstanding shares reported on the Company's 10-Q filed with the SEC for the period ended March 31, 2011. A copy of the regulatory filing is available for free at http://is.gd/2bYlCa About FPB Bancorp Port St. Lucie, Fla.-based FPB Bancorp, Inc., owns 100% of the outstanding common stock of First Peoples Bank and the Bank owns 100% of the outstanding common stock of Treasure Coast Holdings, Inc. The Bank offers a variety of community banking services to individual and corporate customers through its six banking offices located in Port St. Lucie, Stuart, Fort Pierce, Vero Beach and Palm City, Florida. The Bank's subsidiary, Treasure Coast Holdings, Inc., was incorporated in June 2008 for the sole purpose of managing foreclosed assets. The Company's balance sheet at March 31, 2011, showed $228.06 million in total assets, $225.79 in total liabilities, and stockholders' equity of $2.27 million. As reported in the TCR on April 26, 2011, Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, expressed substantial doubt about FPB Bancorp's ability to continue as a going concern, following the Company's 2010 results. The independent auditors noted that of the Company's operating and capital requirements, along with recurring losses. The Company has not filed any financial report after the filing of its quarterly report for the period ended March 31, 2011. On July 15, 2011, First Peoples Bank, the principal operating subsidiary of FPB Bancorp, Inc., was closed by the Florida Office of Financial Regulation, which appointed the Federal Deposit Insurance Corporation as receiver of the Bank. As indicated in the FDIC press release dated July 15, 2011, subsequent to the closure, Premier American Bank, National Association, Miami, Florida, assumed the operations and all of the deposits of the Bank, and purchased essentially all of the Bank's assets in a no loss-share transaction facilitated by the FDIC. All depositors of the Bank automatically became depositors of Premier American Bank for the full amount of their deposits, and continued to have uninterrupted access to their deposits. Depositors continued to be insured with the FDIC. Beginning on July 16, 2011, the six offices of the Bank reopened as branches of Premier American Bank. GARLOCK SEALING: Ruling Endorsed Bates White's Methods ------------------------------------------------------ Bates White disclosed that on January 10, 2014, in the matter In re Garlock Sealing Technologies, LLC, Judge George Hodges, of the US Bankruptcy Court for the Western District of North Carolina, adopted the liability estimate for Garlock's pending and future asbestos personal-injury claims presented by Dr. Charles Bates , Chairman of Bates White Economic Consulting. Based on Dr. Bates' testimony, Judge Hodges ruled that the reasonable and reliable liability estimate for Garlock's pending and future claims is $125 million. Importantly, by adopting Dr. Bates' Garlock liability estimate, Judge Hodges not only rejected the $1.3 billion estimates advanced by the experts of the Asbestos Claimants Committee (ACC) and the Future Claimants Representative (FCR), but also endorsed Bates White's estimation methods that calculate liability from the ground up by modeling the interaction between liability, transaction costs, likelihood of recovery, expected trial outcomes, and settlements. This approach is based on detailed and extensive data regarding claimants' characteristics and their sources of asbestos exposure, including large amounts of information granted in discovery by Judge Hodges. Bates White's method contrasted with the simplistic approach of the opposing experts that was limited to an extrapolation of the historical settlements data without reference to the underlying mechanisms that generate such settlements. Judge Hodges noted that "The estimates [by the ACC and FCR experts] of Garlock's aggregate liability that are based on its historic settlement values are not reliable because those values are infected with the impropriety of some law firms and inflated by the cost of defense." Garlock, a manufacturer of gaskets, filed for bankruptcy in 2010 because of the hundreds of thousands of individuals filing lawsuits claiming that small amounts of asbestos in products the company made decades ago caused them to contract asbestos-related diseases, including mesothelioma, a form of cancer. Prior to its bankruptcy filing, Garlock already had paid hundreds of millions of dollars to settle asbestos claims over multiple decades. The company's plan for exiting bankruptcy calls for the establishment of a trust to resolve all pending and future asbestos claims. At issue in this hearing was the amount of assets that must be set aside in such a trust. Working in conjunction with Bates White, Garlock sought, and was able to obtain, access to data regarding claims made by past and pending Garlock claimants against other companies and bankruptcy trusts for the same impairment. The Bates White team, under the direction of Dr. Jorge Gallardo-Garcia , a PhD economist and Bates White Principal, combined data collected from this discovery work with many other sources of information, such as public filings and verdict results with the Debtors' pre-petition claims data. Further, Dr. Gallardo-Garcia testified to the reliability of the database at trial. In this regard, Judge Hodges noted that, "The result was the most extensive database about asbestos claims and claimants that has been produced to date. It is the most current data available and is the only data that accurately reflects the pool of claims against Garlock. It represents a reasonable and representative sample of claims against Garlock." Using these data, Dr. Bates was able not only to estimate the net present value of Garlock's expected aggregate liability for current and future asbestos claims, but also to demonstrate why, and quantify the degree to which, this amount differed from the payments Garlock had been making to resolve claims in the tort system. In estimating the number of future individuals to be diagnosed with mesothelioma who might have had contact with asbestos- containing gaskets, Dr. Bates relied on the most recent estimates of the Bates White Incidence Model. With respect to this model, Judge Hodges wrote in his decision, "The Bates White model was demonstrated to be an acceptable method of predicting future incidence of mesothelioma . . . In fact, the Bates White model is more inclusive than other models because it includes both occupational and non-occupational exposure." In addition to Dr. Gallardo-Garcia, Dr. Bates was assisted by Dr. Jeffrey Brown, a PhD economist and Bates White Partner, who designed a model to estimate the expected trial outcomes; by Mr. Marc Scarcella, an MA financial economist and Bates White Manager, who provided estimates of expected claimants' trust recoveries; and by Dr. Karl Snow, a PhD economist and Bates White Partner, who assisted with financial matters, including the appropriate inflation and discount rates. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. GENERAL MOTORS: Expects Modest Earnings Gain in 2014 ---------------------------------------------------- Jeff Bennett, writing for The Wall Street Journal, reported that General Motors Co. said it would use expected profit gains in the U.S. and China this year to offset restructuring costs elsewhere, leaving its overall earnings modestly above those of 2013. The report, citing FactSet, said the largest U.S. auto maker earned a projected $7.62 billion in pretax profit last year, up from $6.12 billion a year earlier. GM is expected to disclose its fourth-quarter and full-year results on Feb. 6. According to the report, the disclosure sent its shares down. GM was off 1.6%, or 64 cents, at $39.38 in 4 p.m. trading on Jan. 15 on the New York Stock Exchange. "We're taking advantage of strength to really take aggressive and assertive steps to fix other parts of the business," GM President Dan Ammann said on Jan. 15 during a presentation to auto-industry analysts in Detroit, the report cited. "We're committing a large amount of cash and resources to restructure Europe and we are spending money, real money to restructure some of the international operations that will pay off substantially for us in the future." GM said it expects to spend about $1.1 billion on restructurings, including closing an assembly plant in Bochum, Germany, winding down vehicle production in Australia, and pulling Chevrolet from the European market, the report related. Mr. Ammann said the European expenses include liquidating its unsold Chevrolet inventory and reimbursing its Chevy dealers. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GEOMET INC: T. Rowe Price Held 10.8% Equity Stake at Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, T. Rowe Price Associates, Inc., and its affiliates disclosed that as of Dec. 31, 2013, they beneficially owned 4,922,626 common stock of GeoMet Inc. representing 10.8 percent of the shares outstanding. T. Rowe Price previously reported beneficial ownership of 7,816,122 common shares or 17.4 percent equity stake as of Dec. 31, 2012. A copy of the regulatory filing is available for free at http://is.gd/xIgnL1 About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. For the year ended Dec. 31, 2012, the Company incurred a net loss of $149.95 million on $39.38 million of total revenues, as compared with net income of $2.81 million on $35.61 million of total revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $58.35 million in total assets, $92.15 million in total liabilities, $41.19 million in mezzanine equity, and a $74.99 million total stockholders' deficit. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses, has a working capital deficit of $4,659,296 at Dec. 31, 2012, and expects to reclassify approximately $129,000,000 of long-term debt to current liabilities on April 2, 2013. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. GREEN FIELD: Committee Wins Bid for Ch. 11 Examiner Appointment --------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware granted the request filed by the Official Committee of Unsecured Creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al., for the appointment of an examiner. The examiner will investigate and prepare a report providing his/her factual and legal conclusions respecting whether the Debtors' estates hold valuable claims or causes of action against any of the parties that would receive as release if the Chapter 11 plan described in the restructuring support agreement is confirmed and whether the value being contributed by the parties to the RSA justifies granting those releases. The Creditors' Committee is directed to submit to the examiner on or before Jan. 24 a description of all claims and causes of action that the Committee believes exist against any of the parties that would receive a release if the Chapter 11 plan described in the RSA is confirmed. Each of the RSA Parties may submit to the examiner on or before Jan. 31 a response to the description submitted by the Committee. The examiner is required to file a report no later than March 4. In investigating and preparing the report, the examiner is required to take into consideration (i) the Debtors' funding constraints and liquidity available in the Chapter 11 cases and (ii) that time is of the essence and that it is likely that the RSA Parties will not agree to an extension of the March 4 deadline. 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 (Bankr. D. Del. Case No. 13-bk-12783). The Debtors are represented by Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois; and Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. 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. In its schedules, Green Field disclosed $306,960,039 in total assets and $447,199,869 in total liabilities. The official committee of unsecured creditors appointed in the case has retained Robert J. Stark, Esq., Howard L. Siegel, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP as co-counsel; Steven K. Kortanek, Esq., Kevin J. Mangan, Esq., and Morgan Seward, Esq., at Womble Carlyle Sandridge & Rice, LLP as Delaware co-counsel; and Conway MacKenzie, Inc. as financial advisor. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. IMH FINANCIAL: Gets Final Class Action Settlement Approval ---------------------------------------------------------- IMH Financial Corporation received Final Approval of the Class Action Settlement when the Delaware Supreme Court dismissed the last remaining appeal in the class action lawsuit captioned In re IMH Secured Loan Fund Unitholders. The Company has since resumed activities to execute the terms of the Settlement, including preparation of the two securities offerings. Subject to compliance with securities and other applicable laws and regulations, the Company is preparing the final offering materials and plans to begin distributing them in February 2014. Each of these offerings is subject to compliance with numerous applicable regulatory requirements, general securities law and other accounting and auditing standards, and there can be no assurance that both or either of the offerings will commence within the estimated time frame. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. The Company is a commercial real estate lender based in the southwest United States with over 12 years of experience in many facets of the real estate investment process, including origination, underwriting, documentation, servicing, construction, enforcement, development, marketing, and disposition. The Company focuses on a niche segment of the real estate market that it believes is underserved by community, regional and national banks: high yield, short-term, senior secured real estate mortgage loans. The intense level of underwriting analysis required in this segment necessitates personnel and expertise that many community banks lack, yet the requisite localized market knowledge of the underwriting process and the size of the loans the Company seeks often precludes the regional and community banks from efficiently entering this market. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $15.47 million. IMH Financial disclosed a net loss of $32.19 million in 2012, a net loss of $35.19 million in 2011, and a net loss of $117.04 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $249.77 million in total assets, $133.13 million in total liabilities and $116.63 million in total stockholders' equity. INTELLICELL BIOSCIENCES: Issues 6MM Additional Shares to Hanover ---------------------------------------------------------------- Intellicell Biosciences, Inc., issued and delivered to Hanover on Dec. 27, 2013, another 6,009,817 additional settlement shares pursuant to the terms of the Settlement Agreement approved by the Supreme Court of the State of New York, County of New York, on May 21, 2013. The Order approved, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement between Intellicell Biosciences, Inc., and Hanover Holdings I, LLC, in the matter entitled Hanover Holdings I, LLC v. Intellicell Biosciences, Inc., Case No. 651709/2013. Hanover commenced the Action against the Company on May 10, 2013, to recover an aggregate of $706,765 of past-due accounts payable of the Company, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. As previously disclosed, on May 23, 2013, the Company issued and delivered to Hanover 8,500,000 shares of the Company's common stock, $0.001 par value. As previously disclosed, between June 17, 2013, and Dec. 16, 2013, the Company issued and delivered to Hanover an aggregate of 87,266,171 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. A full-text copy of the Form 8-K is available for free at: http://is.gd/40sKUH About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. Intellicell disclosed a net loss of $4.15 million on $534,942 of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $32.83 million on $99,192 of revenues during the prior year. The Company's balance sheet at June 30, 2013, showed $3.70 million in total assets, $10.57 million in total liabilities and a $6.86 million total stockholders' deficit. Rosen Seymour Shapss Martin & Company LLP stated in their report that the Company's financial statements for the fiscal years ended Dec. 31, 2012, and 2011, were prepared assuming that the Company would continue as a going concern. The Company's ability to continue as a going concern is an issue raised as a result of the Company's recurring losses from operations and its net capital deficiency. The Company continues to experience net operating losses. The Company's ability to continue as a going concern is subject to its ability to generate a profit. J.C. PENNEY: To Close 33 Stores, Cut 2,000 Jobs ----------------------------------------------- John Kell, writing for The Wall Street Journal, reported that J.C. Penney Co. is planning to close 33 underperforming stores and trim 2,000 positions, moves the department-store retailer said are necessary so it can focus on locations that can generate the strongest profits. According to the report, the planned closures come as the retailer is struggling to turn itself around after former Chief Executive Ron Johnson's failed effort to remake the company by doing away with promotions and eliminating in-house brands. And while Penney has said customers responded well to its offerings during the latest holiday period, the company still has a lot of ground to make up after sales fell by nearly a third in the holiday quarter of 2012, the report related. Penney on Jan. 15 said the move to close 33 stores from its base of about 1,100 locations will result in annual savings of about $65 million beginning this year, the report added. The closings will result in the elimination of about 2,000 positions, and eligible associates who don't remain with the company will receive separation benefits packages. The company expects to incur pretax charges of about $26 million in the fiscal fourth quarter and an additional $17 million in future periods due to the store closures, the report further related. About J.C. Penney J.C. Penney Company, Inc. is one of the U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico. * * * As reported in the Troubled Company Reporter on Oct. 4, 2013, Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC' from 'B-'. JAMES RIVER: Inks First Amendment to GE Capital Credit Agreement ---------------------------------------------------------------- James River Coal Company entered into a First Amendment to Second Amended and Restated Revolving Credit Agreement by and among the Company, certain of its subsidiaries, the lenders party thereto and General Electric Capital Corporation as administrative agent for the Lenders and as collateral agent for the Lenders, pursuant to which, among other things, the definition of "Trigger Event Period" was modified. Under the prior definition a "Trigger Event Period" commenced when the sum of the Company's Unrestricted Cash (as defined in the Amended and Restated Credit Agreement) and Availability (as defined in the Amended and Restated Credit Agreement) was less than $35,000,000 and ended when the sum of Unrestricted Cash and Availability for a period of 90 consecutive days equaled or exceeded $35,000,000. The First Amendment deleted from the "Trigger Event Period" definition in each instance "$35,000,000" and inserted in each instance "$23,000,000." A full-text copy of the First Amendment to Second Amended and Restated Revolving Credit Agreement, dated Jan. 9, 2014, is available for free at http://is.gd/OKJ0HR About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $14.99 million. James River reported a net loss of $138.90 million in 2012, as compared with a net loss of $39.08 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.06 billion in total assets, $818.69 million in total liabilities and $247.34 million in total shareholders' equity. * * * In the May 24, 2013, edition of the TCR, Moody's Investors Service downgraded James River Coal Company's Corporate Family Rating to Caa2 from Caa1. "While the company continues to take actions to reposition operations and shore up its balance sheet, we expect external factors will preclude James River from maintaining credit measures and liquidity consistent with the Caa1 rating level," said Ben Nelson, Moody's lead analyst for James River Coal Company. As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based James River Coal Co. to 'CCC' from 'SD' (selective default). "We raised our rating on James River Coal because we understand that the company has stopped repurchasing its debt at deep discounts, for the time being," said credit analyst Megan Johnston. JOHN D. OIL & GAS: Jan. 27 Hearing on 3rd Amended Plan Outline -------------------------------------------------------------- John D. Oil and Gas Company early last month filed a Third Amended Chapter 11 plan and is slated to seek approval of the explanatory disclosure statement at a hearing on Jan. 27, 2014 at 2:30 p.m. Objections to the adequacy of the information in the disclosure statement are due Jan. 21, 2014. John D. Oil and its debtor-affiliates have negotiated a private sale of the certain assets consisting principally of Debtors' mineral leases, wells, pipelines and related (well operating) equipment for a price sufficient to pay all of the Debtors' obligations under their respective plans. The sale is expected to close not later than March 14, 2014, in order to permit the timely remittance of a settlement payment to RBS. The 10.8 million amount resulting from the proceeds of the private sale to occur on March 14, 2014 will satisfy, in full, all claims of RBS stemming from Oz-GPE's and John D. Oil's obligations. After the private sale, John D. Oil will be able to engage in new business ventures alone or in combination with other Osborne- related entities. Under the Plan: -- Administrative claims will be paid in full on the effective date of the Plan; -- Priority claims (Class 1) will receive payment in full on the Effective Date. -- The secured claim of RBS (Class 2), fixed at $12 million, will be paid in a settlement amount of $10.8 million on or before March 14, 2014. If the private sale does not close in time to make payment by March 14, 2014 (or such date as may be agreed to by RBS), Debtor will pay on or before March 31, 2014, $10.8 million plus $100,000, plus $5,000 for each day after March 14. If neither payment is timely paid, RBS will be entitled to payment of its allowed claim on April 1. -- Holders of allowed general unsecured claims (Class 4) each will receive 90% of the allowed amount, paid within 30 days of the closing of the private sale. -- Holders of equity interests (Class 5) will retain their interests in the Debtor. The prior version of the plan documents provided for the same treatment of claims and interests. The Debtor, however, contemplated a Dec. 31, 2013 closing of the private sale. A copy of the Disclosure Statement dated Dec. 2, 2013, is available for free at: http://bankrupt.com/misc/John_D_Oil_3rd_Am_DS.pdf About John D. Oil & Gas Co. Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD., and Great Plains Exploration, LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011, and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Dec. 31, 2011, showed $6.98 million in total assets, $13.26 million in total liabilities, and a stockholders' deficit of $6.28 million. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. JIMMY HANSEN LAND: Case Summary & Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Jimmy Hansen Land & Livestock Company, LLC dba Hansen Land & Livestock Company, LLC 426 Green Mountain Road Newcastle, WY 82701 Case No.: 14-20021 Chapter 11 Petition Date: January 14, 2014 Court: United States Bankruptcy Court District of Wyoming (Cheyenne) Judge: Hon. Peter J. McNiff Debtor's Counsel: Paul Hunter, Esq. 2616 Central Avenue Cheyenne, WY 82001 Tel: 307-637-0212 Fax: 307-637-0262 E-mail: attypaulhunter@prodigy.net Total Assets: $1.20 million Total Liabilities: $911,902 The petition was signed by Bruce Hansen, managing member. The Debtor listed Steven Edwards, et.al, as its largest unsecured creditors holding a claim of $36,727. KREIN-TWO: Assets to Be Sold at Feb. 26 Foreclosure Auction ----------------------------------------------------------- Assets of Krein-Two, L.L.C., a Nevada limited liability company, will be sold at public auction to the highest bidder to satisfy $610,000 in debt owed to Mutual Of Omaha Bank. The auction will be held at the Front Lobby of Jaburg & Wilk, P.C., 3200 N. Central Avenue, Suite 2000, Phoenix, AZ, on Feb. 26, 2014, at 11:00 a.m. The assets are located at 2147 East Baseline Road, Units 105 and 106, in Tempe, AZ 85283. The sale will be made for cashier's check or other form of payment satisfactory to the trustee, Ronald M. Horwitz (payable at the time of sale or as allowed by the Trustee under Arizona law), but without covenant or warranty, express or implied, regarding title, condition, possession or encumbrances, to pay the obligations secured by the Deed of Trust. The trustee may be reached at: Ronald M. Horwitz Jaburg & Wilk, P.C. 3200 North Central Avenue, Suite 2000 Phoenix, AZ 85012 Information on the sale is available at http://www.thoffice.info LIC CROWN: Stepped Out of Bankruptcy Protection January 9 -------------------------------------------------------- LIC Crown Mezz Borrower LLC and its affiliated debtors officially emerged from Chapter 11 protection exactly three months after their bankruptcy filing. According to a notice filed with the U.S. Bankruptcy Court for the Southern District of New York, the effective date of the Debtors' prepackaged liquidating Chapter 11 plan occurred on January 9. U.S. Bankruptcy Judge Martin Glenn, who oversees the Debtors' bankruptcy cases, approved the liquidating plan as well as the Debtors' disclosure statement on December 16, 2013. As reported by the Troubled Company Reporter on Oct. 18, 2013, under the plan, which will be funded by the Debtors' assets, claims against and equity interests in the Debtors are divided into classes and will receive distributions and recoveries as follows: Est. Amount of Type of Claim Allowed Claims Est. Recovery ------------- -------------- ------------- Administrative Claims $___ 100% Priority Tax Claims $___ 100% Fee Claims TBD 100% Other Priority Claims $___ 100% Mortgage Lender Claim $71,559,083 100% Mezzanine Lender Claim $57,022,400 -- General Unsecured Claims $645,498 100% Equity Interests N/A -- The plan requires the Debtors to transfer and convey to the designee of Factory Mezz LLC, as mezzanine lender, the real property commonly known as the Factory Building, located at 47-44 31st Street, Block 282, Lot 1, in Long Island, County of Queens, in New York. Meanwhile, the mezzanine lender will transfer to the Debtors for the benefit of holders of equity interests $5.0 million, without set-offs or offset for any claims or deductions not specifically contemplated under the Plan Support and Cooperation Agreement dated Oct. 2, 2013, payable to Gerstein Strauss & Rinaldi, Esqs. A copy of Judge Glenn's confirmation order is available without charge at http://is.gd/uhkCxT Bar Date for Admin Expense Claims According to the notice filed on January 10, all entities seeking awards by the bankruptcy court of compensation for services rendered or reimbursement of expenses incurred through January 9 are required to file their final fee applications on or before February 10. All entities asserting claims that stemmed from the rejection of an executory contract are also required to file their proofs of claim on or before February 10. LIC Crown Mezz Borrower LLC and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code on Oct. 10, 2013 (Case No. 13-13304, Bankr. S.D.N.Y.). The Debtors' Chief Restructuring Officer is Steven A. Carlson. The Debtors are represented by Tracy L. Klestadt, Esq., and Joseph C. Corneau, Esq. -- jcorneau@klestadt.com -- at KLESTADT & WINTERS, LLP, in New York; and Victor Gerstein, Esq., at Gerstein Strauss & Rinaldi LLP, in New York. The Mezzanine Lender is represented by John H. Bae, Esq. -- jhbae@mintz.com -- and Kaitlin R. Walsh, Esq. -- KRWalsh@mintz.com -- at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., in New York; and Howard Schochet, Esq. -- schocheth@gtlaw.com -- at Greenberg Traurig, LLP, in New York. Mortgage Lender U.S. Bank National Association is represented by W. Michael Bond, Esq. -- michael.bond@weil.com -- at Weil, Gotshal & Manges LLP, in New York. LOEHMANN'S HOLDINGS: Taps Epiq as Administrative Agent ------------------------------------------------------ Loehmann's Holdings Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Epiq Bankruptcy Solutions, LLC as administrative agent, nunc pro tunc to the Dec. 15, 2013 petition date. The Debtors seek to employ Epiq to provide, among other things, the following bankruptcy administrative services: (a) assist with, among other things, solicitation, balloting, tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of chapter 11 plans; (b) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; (c) gather data in conjunction with the preparation, and assist with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs; (d) generate, provide and assist with claims reports, claims objections, exhibits, claims reconciliation, and related matters; (e) manage any distributions pursuant to a confirmed chapter 11 plan; and (f) provide such other claims processing, noticing, solicitation, balloting and other administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the clerk of the Court. Epiq will be paid at these hourly rates: Clerical/Administrative Support $35 Case Manager $75 IT/Programming $110 Senior Case Management $170 Case Analyst $85 Consultant/Senior Consultant $170 Director/Vice President Consulting $225 Communications Counselor $250 Jane Sullivan - Exec. Vice President $265 Epiq will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, Epiq Bankruptcy received a retainer of $20,000 from the Debtors. James Katchadurian, an executive vice president of Epiq, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Southern District of New York will hold a hearing on the application on Jan. 16, 2014, at 2:00 p.m. Objections were due Jan. 9, 2014. Epiq Bankruptcy can be reached at: James Katchadurian EPIQ BANKRUPTCY SOLUTIONS, LLC 757 Third Avenue, Third Floor New York, NY 10017 Tel: (646) 282-2549 E-mail: jkatchadurian@epiqsystems.com About Loehmann's Discount retailer Loehmann's Holdings Inc., and two affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-14050) on Dec. 15, 2013. This is Loehmann's third bankruptcy filing, but this time it will be a liquidation with going-out-of-business sales. The first 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. Loehmann's, based in the Bronx borough of New York City, operated 39 stores in 11 states as of the 2013 bankruptcy filing. In the new Chapter 11 case, Loehmann's disclosed 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. Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, serves as counsel to the Debtors; Canaccord Genuity Inc. is the investment banker; Clear Thinking Group LLC is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims and notice agent. On Dec. 23, 2013, the Office of the United States Trustee for Region 2 appointed the Committee, consisting of C2 Imaging LLC, DDR Corp., Fownes Brothers & Co., Juicy Couture, National Retail Consolidators, Regency Centers L.P., and Rutherford JV. On Dec. 30, 2013, Fownes Brothers & Co. resigned from the Committee. On Jan. 2, 2014, the U.S. Trustee filed a notice adding CHL Design Forum Ltd. to the Committee. The Committee selected James S. Carr, Esq., Robert L. LeHane, Esq., and Benjamin D. Feder, Esq., at Kelley Drye & Warren LLP as its proposed legal advisors and FTI Consulting, Inc. as its financial advisors. Loehmann's held auctions on Jan. 3 and 4, 2014. A joint venture among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty Partners LLC acquired the rights to conduct going-out-of-business sales by buying inventory, furniture, fixtures, accounts receivable and cash. They bid $19 million. Madison Capital Holdings LLC won the auction for the lease- designation rights, and can look for other retailers to take over Loehmann's leases. Esopus Creek Advisors LLC won the auction for intellectual property. Loehmann's hasn't disclosed the size of the winning bids, according to Bloomberg News. On Jan. 7, 2014, the U.S. Bankruptcy Court authorized the joint venture of SB Capital, Tiger Capital and A & G Realty to conduct "Going Out of Business" sales in each of Loehmann's 39 locations in 11 states and the District of Columbia. The GOB sales began Jan. 9. LOEHMANN'S HOLDINGS: Hires Stroock & Stroock as Counsel ------------------------------------------------------- Loehmann's Holdings Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Stroock & Stroock & Lavan LLP as counsel, nunc pro tunc to the Dec. 15, 2013 petition date. The Debtors require Stroock & Stroock to: (a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their business and properties; (b) advise and consult on the conduct of these Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; (c) attend meetings and negotiating with representatives of creditors and other parties-in-interest; (d) take all necessary action to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending actions commenced against the Debtors and representing the Debtors' interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; (e) prepare, on behalf of the Debtors, pleadings, including motions, applications, answers, orders, reports and papers necessary or otherwise beneficial to the administration of the Debtors' estates; (f) advise the Debtors in connection with obtaining post- petition financing and the use of cash collateral; (g) advise the Debtors in connection with any sale of their assets; (h) consult with the Debtors regarding employee and tax matters; (i) appear before the Court and any appellate courts to represent the interests of the Debtors' estates before those courts; and (j) perform all other necessary or otherwise beneficial legal services and providing legal advice to the Debtors in these Chapter 11 Cases. Stroock & Stroock will be paid at these hourly rates: Partners $795-$1,085 Associates $375-$820 Paraprofessionals $215-$405 Gabriel Sasson $550 Jonathan D. Canfield $675 Matthew G. Garofalo $675 Sayan Bhattacharyya $730 Kristopher Hansen $1,085 Stroock & Stroock will also be reimbursed for reasonable out-of- pocket expenses incurred. The Debtors paid $675,000 to Stroock & Stroock as retainer, delivered in three installments, $75,000 on Nov. 21, 2013, $75,000 on Dec. 3, 2013 and $525,000 on Dec. 13, 2013. Kristopher M. Hansen, partner of Stroock & Stroock, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Southern District of New York will hold a hearing on the application on Jan. 16, 2014, at 2:00 p.m. Objections were due Jan. 9, 2014. Stroock & Stroock can be reached at: Kristopher M. Hansen, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038-4982 Tel: (212) 806-5400 Fax: (212) 806-6006 About Loehmann's Discount retailer Loehmann's Holdings Inc., and two affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-14050) on Dec. 15, 2013. This is Loehmann's third bankruptcy filing, but this time it will be a liquidation with going-out-of-business sales. The first 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. Loehmann's, based in the Bronx borough of New York City, operated 39 stores in 11 states as of the 2013 bankruptcy filing. In the new Chapter 11 case, Loehmann's disclosed 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. Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, serves as counsel to the Debtors; Canaccord Genuity Inc. is the investment banker; Clear Thinking Group LLC is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims and notice agent. On Dec. 23, 2013, the Office of the United States Trustee for Region 2 appointed the Committee, consisting of C2 Imaging LLC, DDR Corp., Fownes Brothers & Co., Juicy Couture, National Retail Consolidators, Regency Centers L.P., and Rutherford JV. On Dec. 30, 2013, Fownes Brothers & Co. resigned from the Committee. On Jan. 2, 2014, the U.S. Trustee filed a notice adding CHL Design Forum Ltd. to the Committee. The Committee selected James S. Carr, Esq., Robert L. LeHane, Esq., and Benjamin D. Feder, Esq., at Kelley Drye & Warren LLP as its proposed legal advisors and FTI Consulting, Inc. as its financial advisors. Loehmann's held auctions on Jan. 3 and 4, 2014. A joint venture among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty Partners LLC acquired the rights to conduct going-out-of-business sales by buying inventory, furniture, fixtures, accounts receivable and cash. They bid $19 million. Madison Capital Holdings LLC won the auction for the lease- designation rights, and can look for other retailers to take over Loehmann's leases. Esopus Creek Advisors LLC won the auction for intellectual property. Loehmann's hasn't disclosed the size of the winning bids, according to Bloomberg News. On Jan. 7, 2014, the U.S. Bankruptcy Court authorized the joint venture of SB Capital, Tiger Capital and A & G Realty to conduct "Going Out of Business" sales in each of Loehmann's 39 locations in 11 states and the District of Columbia. The GOB sales began Jan. 9. LOEHMANN'S HOLDINGS: Taps Clear Thinking for Restructuring Advise ----------------------------------------------------------------- Loehmann's Holdings Inc. and its debtor-affiliates ask permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Clear Thinking Group LLC to provide the Debtors with financial restructuring services and designate Lee Diercks as chief restructuring officer and Joseph Marchese as chief financial officer, nunc pro tunc to the Dec. 15, 2013 petition date. The relationship between the Debtors and CTG is governed by the Services Agreement. Pursuant to the terms of the Services Agreement, the activities of Mr. Diercks, Mr. Marchese and CTG would include, but not be limited to, reviewing, analyzing, and making recommendations to the Debtors in the following areas: (a) CTG shall provide services to the Debtors by acting as CRO and CFO. These roles will include serving as an appointed officer of the Debtors, however they are not employees of the Debtors, but of CTG, and the understanding that the CRO and CFO will be named under the Debtors' D&O policy if they are not already under said policy. CTG acknowledges and accepts the Debtors' D&O policy including appropriate tail coverage; (b) Subject to the approval of the Board, and counsel, Mr. Diercks, Mr. Marchese, and CTG shall be authorized to make decisions with respect to all aspects of the Debtors' restructuring, consistent with their roles as CRO and CFO, in such manner as they deem necessary or appropriate, in a manner consistent with the business judgment rule and the provisions of state and Federal law, subject to governance by the Board; and (c) The CTG Parties shall not have any authority to make any decision committing the Debtors or their resources other than in the ordinary course of business unless approved by the Board and, if required, the Bankruptcy Court. As set forth in the Services Agreement, CTG's compensation shall consist of hourly fees and reimbursement of expenses, as follows: -- Hourly Rates: Fees for CTG's services will be based on the hours charged at the following hourly rates: Partner $350 Managing Director $275 Manager $250 CTG employee/consultant $200 Analyst $175 -- Expense Reimbursement: Reimbursement of CTG's, Mr. Diercks's and Mr. Marchese's reasonable, documented and ordinary out- of-pocket expenses including, travel, lodging, postage and phone. Prior to the Petition Date, the Debtors provided CTG with an additional retainer of $125,000. From that retainer, CTG was paid approximately $51,000 for services provided prior to the Petition Date, and CTG is now holding approximately $74,000 as a retainer for the post-petition services. The Retainer will be held by CTG until the conclusion of the Debtors' chapter 11 cases and will be applied to fees and expenses authorized pursuant to CTG's final fee application. Lee Diercks, partner of CTG, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Southern District of New York will hold a hearing on the application on Jan. 16, 2014, at 2:00 p.m. Objections were due Jan. 9, 2014. CTG can be reached at: Lee Diercks Clear Thinking Group LLC 401 Towne Centre Drive Hillsborough, NJ 08844 Tel: (908) 431-2121 Fax: (908) 359-5940 E-mail: ldiercks@clearthinkinggrp.com About Loehmann's Discount retailer Loehmann's Holdings Inc., and two affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-14050) on Dec. 15, 2013. This is Loehmann's third bankruptcy filing, but this time it will be a liquidation with going-out-of-business sales. The first 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. Loehmann's, based in the Bronx borough of New York City, operated 39 stores in 11 states as of the 2013 bankruptcy filing. In the new Chapter 11 case, Loehmann's disclosed 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. Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, serves as counsel to the Debtors; Canaccord Genuity Inc. is the investment banker; Clear Thinking Group LLC is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims and notice agent. On Dec. 23, 2013, the Office of the United States Trustee for Region 2 appointed the Committee, consisting of C2 Imaging LLC, DDR Corp., Fownes Brothers & Co., Juicy Couture, National Retail Consolidators, Regency Centers L.P., and Rutherford JV. On Dec. 30, 2013, Fownes Brothers & Co. resigned from the Committee. On Jan. 2, 2014, the U.S. Trustee filed a notice adding CHL Design Forum Ltd. to the Committee. The Committee selected James S. Carr, Esq., Robert L. LeHane, Esq., and Benjamin D. Feder, Esq., at Kelley Drye & Warren LLP as its proposed legal advisors and FTI Consulting, Inc. as its financial advisors. Loehmann's held auctions on Jan. 3 and 4, 2014. A joint venture among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty Partners LLC acquired the rights to conduct going-out-of-business sales by buying inventory, furniture, fixtures, accounts receivable and cash. They bid $19 million. Madison Capital Holdings LLC won the auction for the lease- designation rights, and can look for other retailers to take over Loehmann's leases. Esopus Creek Advisors LLC won the auction for intellectual property. Loehmann's hasn't disclosed the size of the winning bids, according to Bloomberg News. On Jan. 7, 2014, the U.S. Bankruptcy Court authorized the joint venture of SB Capital, Tiger Capital and A & G Realty to conduct "Going Out of Business" sales in each of Loehmann's 39 locations in 11 states and the District of Columbia. The GOB sales began Jan. 9. LOEHMANN'S HOLDINGS: Panel Balks at Canaccord Hiring ---------------------------------------------------- At the hearing on Jan. 16, Loehmann's Holdings Inc., et al. and the Official Committee of Unsecured Creditors appointed in the retailer's bankruptcy case will face off over the Debtors' application to employ Canaccord Genuity Inc. as investment banker. Loehmann's proposes to Canaccord nunc pro tunc to the Dec. 15, 2013 petition date to advise the Debtors in connection with: -- a Financing Transaction; and -- an M&A Transaction. Canaccord Genuity will also provide investment banking services as Canaccord Genuity and the Debtors deem appropriate in connection with a Possible Transaction during the course of these Chapter 11 Cases, including, but not limited to, the following: (a) familiarizing itself to the extent it deems appropriate with the business, operations, financial condition, and prospects of the Company; (b) preparing an analysis and report of strategic alternatives for the Company and delivering and presenting such analysis and report to the Board of Directors of the Company; (c) assisting the Company's management in (i) developing (x) a strategy for pursuing a Possible Transaction involving the Company and (y) a list of possible participants in the Possible Transaction (it being understood that such participants may include parties to whom Canaccord Genuity has rendered or is now rendering investment banking services), (ii) preparing a descriptive memorandum that describes the Company's operations and financial condition and includes current financial data and other appropriate information or information requested by the Company, in each case furnished by the Company and (iii) contacting and eliciting interest from, and conducting financial due diligence on, those possible participants in a Possible Transaction expressly previously approved by the Company; (d) participating with the Company, and its counsel, and Financial advisors, as requested by the Company, in (i) the investigatory and "due diligence" review being conducted by any possible participant and (ii) evaluating, structuring and negotiating the terms and conditions of any proposed Possible Transaction, whether in connection with a Plan or otherwise; (e) participating in meetings of the Board of Directors of the Company at which the Possible Transaction is to be considered and, as appropriate, or as requested by the Company, reporting to the Board of Directors with respect thereto; (f) together with the Company, preparing for and participating in meetings with the Company's existing lenders, creditor groups, official constituencies and other interested parties, as necessary; (g) to the extent requested by the Company, assisting the Company in raising capital and refinancing or amending any of its existing debt facilities; (h) in the event the Company determines to commence one or more cases under the Bankruptcy Code in order to pursue a Possible Transaction or otherwise, and if requested by the Company, cooperating with Company's bankruptcy counsel and other counsel, and participating in hearings before the Bankruptcy Court and providing relevant testimony with respect to the matters described herein and arising in connection with any Possible Transaction or any proposed Plan; and (i) providing such other or further services as Canaccord Genuity and the Company agree in writing. The Debtors and Canaccord Genuity have agreed to the following compensation and expense structure in consideration for the services to be rendered by Canaccord Genuity in these Chapter 11 Cases: -- Monthly Fees. A monthly fee in the amount of $50,000 due, earned and payable in advance on the first business day of every month thereafter (the "Monthly Fees"), until the termination of Canaccord Genuity's engagement pursuant to Section 5. 100% of the Monthly Fees will be credited once against a Financing Fee or M&A Fee that is payable under this letter agreement. For the avoidance of doubt, the amount of Monthly Fees credited cannot exceed the aggregate amount of all such fees paid to Canaccord Genuity. -- Financing Transaction. Upon the earlier of the consummation of a Financing Transaction and the entry of a Bankruptcy Court Order authorizing a Financing Transaction, a fee (the "Financing Fee") paid to Canaccord Genuity calculated by multiplying the applicable fee percentage by the total gross proceeds raised or committed pursuant to an executed final definitive agreement as set forth below: Funds Raised Fee % ------------ ----- Senior Secured Debt 1.25% Junior Secured or Unsecured Debt 3.50% Common Equity 6.00% Notwithstanding the foregoing, Canaccord Genuity will not earn a Financing Fee in the event that Whippoorwill Associates, Inc., The Alpine Group, Inc. or the Agent is the lender under any debtor in possession financing facility. -- M&A Transaction. Upon the earlier of the consummation of a M&A Transaction and the entry of a Bankruptcy Court Order authorizing the consummation of any M&A Transaction, a fee (the "M&A Fee") paid to Canaccord Genuity equal to $400,000 if Aggregate Consideration is in an amount equal to the actual amount sum of cash borrowed (i) principal, (ii) interest, (iii) letters of credit by the Company and (iv) the Agent's professional fees, in each case outstanding and unpaid under the Credit Agreement as of the date that the M&A Transaction is consummated (the "Baseline"). In addition, the M&A Fee shall be increased by an additional amount equal to the product of the applicable fee percentage set forth below multiplied by the total Aggregate Consideration in such M&A Transaction in excess of the Baseline: Aggregate Consideration Fee ----------------------- --- $0 to $15 million 2.5% $15 million to $30 million 5.0% Greater than $30 million 7.5% -- The fee payable to Canaccord Genuity upon consummation of a Possible Transaction will be payable in full, in cash, upon the earlier of the consummation of a Possible Transaction and the entry of a Bankruptcy Court Order approving a Possible Transaction. For purposes of this Agreement, "Aggregate Consideration" shall mean the cumulative value of the M&A Transaction, representing the total value of the Company implied by the sum of all cash paid or payable and the fair market value of all property or securities transferred or transferable directly or indirectly, in connection with a Transaction, including (i) cash amounts paid or securities issued to holders of shares of capital stock or of any warrants, options or stock appreciation rights, whether or not vested, or other securities convertible or exchangeable for any shares of capital stock; (ii) the total amount of indebtedness for borrowed money or similar non-trade liabilities or obligations repaid, retired, extinguished or assumed in connection with a Transaction; (iii) the value of any performance payments, equity incentives, cash bonus plans or other similar arrangements established in connection with a Transaction; (iv) the value of any dividends or other distributions to stockholders or affiliates, declared or paid after the date of this Agreement, other than normal recurring cash dividends in amounts not materially greater than currently paid; and (v) amounts paid by the Company to repurchase any of its securities outstanding on the date hereof. In the case of an acquisition of substantially all of the Company's assets, Aggregate Consideration shall include the net value of any current assets not sold by the Company, if being understood that net value cannot result in a negative number that reduces Aggregate Consideration. In the case of a confirmed Plan, Aggregate Consideration shall include the enterprise value of the reorganized entities, as agreed to by the Company and Canaccord Genuity or as otherwise determined by the Bankruptcy Court, in addition to cash on the Company's balance sheet on the confirmation hearing date of the Plan. For purposes of calculating Aggregate Consideration: (i) in a M&A Transaction involving the sale or transfer, directly or indirectly, of 50% or more of the outstanding common stock or other equity interest in, or assets of, the Company, Aggregate Consideration shall be calculated as if 100% of the outstanding common stock or other equity interest in, or assets of, the Company were sold or transferred for the same amount paid in such M&A Transaction; (ii) the value of any security issuable in connection with a M&A Transaction will be determined, if a publicly-traded security, on the basis of the average of the closing prices for the 20 trading days prior to the closing, or, if the security is not freely tradable on the basis of the fair market value of such security at closing as determined in good faith by Canaccord Genuity; and (iii) the value of any property transferred in connection with a M&A Transaction will be determined on the basis of the fair market value of such property at closing as determined in good faith by Canaccord Genuity. Amounts paid into escrow, installment payments and contingent payments in connection with a Possible Transaction shall be included as part of Aggregate Consideration. Fees on amounts paid into escrow will be payable upon establishment of such escrow and fees on installment payments will be payable at closing. In the event the consideration to be paid in a Possible Transaction may be increased by payments related to future events, the portion of the applicable fee relating to such contingent payments will be calculated and paid if and when such contingent payments are made. If, in connection with a Possible Transaction that is not completed, the Company receives a break-up fee, topping fee, liquidated damages or other termination fee or payment (collectively, a "Termination Fee"), the Company will pay Canaccord Genuity a fee equal to 25% of such Termination Fee at the time such Termination Fee is received by the Company. Geoffrey A. Richards, head of the U.S. Special Situations & Restructuring Group at Canaccord Genuity Inc., 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. Committee's Objection Shortly after the Debtors filed the Application, the Committee's professionals engaged the Debtors' advisors in discussions to better understand the Application and its impact on the cases given certain inconsistencies and ambiguities within the Application. As of the filing of this Objection, only one issue remains open to dispute: under the Application, Canaccord's success fee would include cure costs as if all underlying leases will be assumed, when that conclusion is far from certain at this juncture. The Committee does not object to the retention of Canaccord or the award of a success fee in connection with an M&A Transaction. The Committee does, however, object to including contingent cure obligations in the calculation of Canaccord's success fee. Although the purchaser of the Debtors' lease designation rights may agree to assume some or the entire Debtors' cure obligations, those amounts will only be due and payable if and when leases are actually assumed and assigned. Until then, cure amounts are contingent liabilities that may never be paid in full or at all. Rather, the cure amounts may ultimately be included in general unsecured pre-petition claims asserted by landlords. Unless and until leases are actually assumed and assigned, the relevant cure amounts should not be included in the calculation of Canaccord's success fee. Canaccord Genuity can be reached at: Geoffrey A. Richards CANACCORD GENUITY INC. 350 Madison Avenue New York, NY 10017 Tel: (212) 849-3919 E-mail: grichards@canaccordgenuity.com Proposed Counsel to the Official Committee of Unsecured Creditors James S. Carr, Esq. Robert L. LeHane, Esq. Benjamin D. Feder, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, NY 10178 Tel: 212-808-7800 Fax: 212-808-7897 About Loehmann's Discount retailer Loehmann's Holdings Inc., and two affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-14050) on Dec. 15, 2013. This is Loehmann's third bankruptcy filing, but this time it will be a liquidation with going-out-of-business sales. The first 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. Loehmann's, based in the Bronx borough of New York City, operated 39 stores in 11 states as of the 2013 bankruptcy filing. In the new Chapter 11 case, Loehmann's disclosed 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. Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, serves as counsel to the Debtors; Canaccord Genuity Inc. is the investment banker; Clear Thinking Group LLC is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims and notice agent. On Dec. 23, 2013, the Office of the United States Trustee for Region 2 appointed the Committee, consisting of C2 Imaging LLC, DDR Corp., Fownes Brothers & Co., Juicy Couture, National Retail Consolidators, Regency Centers L.P., and Rutherford JV. On Dec. 30, 2013, Fownes Brothers & Co. resigned from the Committee. On Jan. 2, 2014, the U.S. Trustee filed a notice adding CHL Design Forum Ltd. to the Committee. The Committee selected James S. Carr, Esq., Robert L. LeHane, Esq., and Benjamin D. Feder, Esq., at Kelley Drye & Warren LLP as its proposed legal advisors and FTI Consulting, Inc. as its financial advisors. Loehmann's held auctions on Jan. 3 and 4, 2014. A joint venture among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty Partners LLC acquired the rights to conduct going-out-of-business sales by buying inventory, furniture, fixtures, accounts receivable and cash. They bid $19 million. Madison Capital Holdings LLC won the auction for the lease- designation rights, and can look for other retailers to take over Loehmann's leases. Esopus Creek Advisors LLC won the auction for intellectual property. Loehmann's hasn't disclosed the size of the winning bids, according to Bloomberg News. On Jan. 7, 2014, the U.S. Bankruptcy Court authorized the joint venture of SB Capital, Tiger Capital and A & G Realty to conduct "Going Out of Business" sales in each of Loehmann's 39 locations in 11 states and the District of Columbia. The GOB sales began Jan. 9. LONGVIEW POWER: Seeks Mediator in Dispute with Contractors ---------------------------------------------------------- Longview Power, LLC, and its affiliated debtors, asked Judge Brendan Shannon of the U.S. Bankruptcy Court for the District of Delaware to appoint Judge Kevin Gross to serve as mediator in the Debtors' dispute with contractors Foster Wheeler North America Corporation, Siemens Energy, Inc., and Kvaerner North American Construction, Inc. In a letter dated Jan. 12, the Debtors told Judge Shannon that they continue to believe strongly in the strength of their legal positions and are prepared to litigate their case against the Contractions to conclusion. However, as fiduciaries, the Debtors believe they must pursue all paths to bring their Chapter 11 cases to a successful close. Ray C. Schrock, P.C., Esq., at Kirkland & Ellis LLP, in New York, as counsel to the Debtors, related that the Debtors took the liberty to contact Judge Gross to put the pieces for a structured mediation in place, and Judge Gross is willing to serve as a mediator should the Court appoint him. Mr. Schrock also said it is extremely important to have an agreed mediation structure to give the Debtors the best chance to confirm their Chapter 11 plan while giving parties ample opportunity to prepare for the hearing on claims estimation and a contested confirmation hearing should mediation fail. Accordingly, the Debtors would request appointment of a mediator through Feb. 1, 2014, which is shortly after the plan confirmation objection deadline but sufficiently in advance of both the hearing to estimate claims which must begin on or prior to Feb. 7, and the confirmation hearing set for Feb. 10. About Longview Power LLC Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case. 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of September 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. Longview in November 2013 filed a bankruptcy-exit plan that will drop $1 billion in debt from the Debtor's balance sheet and raise money to cover the cost of fixing the plant. Under the Plan, the lenders would share between 85 percent and 90 percent of the reorganized company's equity, court papers show. The lenders providing the bankruptcy loan would get the rest of the equity. MIRAGE CROSSING: 2 Condo Units to Be Sold at Jan. 23 Auction ------------------------------------------------------------ Units 401 and 402 at the Mirage Crossing Office Condominiums will be sold at public auction to the highest bidder at the offices of the Trustee, Ryley Carlock & Applewhite, One North Central Avenue, 12th Floor Lobby, in Phoenix, Arizona 85004, in Maricopa County, on Jan. 23, 2014, at 10:00 a.m. The Trustee will sell some or all of the personal property, fixtures and other collateral described in the Deed of Trust. The condo is located at 10585 North 114th Street, Scottsdale, Arizona 85295. The Units secure $4,400,000 in debt owed by Mirage Crossing Office, LLC, to: FirstBank 2525 East Camelback Road, Suite 115 Phoenix, AZ 85016 The Current Trustee may be reached at: W. Scott Jenkins, Jr., Esq. RYLEY CARLOCK & APPLEWHITE One North Central Avenue, Suite 1200 Phoenix, AZ 85004 Tel: Phone 602-258-7701 E-mail: sjenkins@rcalaw.com NTELOS INC: Moody's Assigns 'B1' Rating on Sr. Secured Term Loan ---------------------------------------------------------------- Moody's Investors Servicehas assigned a B1 rating to NTELOS Inc.'s proposed Senior Secured Term Loan B2 due November 2019. The proceeds from the new term loan, which is expected to raise up to $148.1 million, will be used to repay the existing term loan A due August 2015. At the closing of the transaction and assuming the new term loan is fully financed, Moody's will withdraw the rating on the existing term loan A. NTELOS's other ratings and stable outlook remain unchanged. Moody's has taken the following rating action: Issuer: NTELOS Inc. Senior Secured Term Loan B2 due November 2019, Assigned B1, LGD3 (30%) Ratings Rationale NTELOS's B1 Corporate Family Rating ("CFR") reflects the Company's good liquidity profile and ability to slowly, but steadily, gain market share despite being a small regional operator in an industry dominated by national giants. Margin expansion will be hampered by an increase in smartphone penetration and the regular upgrade cycle associated with those devices. We also anticipate an increase in network costs as NTELOS builds capacity to handle current and projected growth in data usage. Finally, free cash flow expansion will be constrained by elevated capital spending in 2014 as the Company builds out its 4G LTE network. Consequently, credit metrics are expected to remain relatively unchanged. The Company's stable outlook reflects our belief that NTELOS will continue to slowly grow its retail subscriber count and maintain its wholesale wireless business at close to current revenue levels. A rating upgrade is unlikely in the near term due to NTELOS's dependence on Sprint Corporation (Ba3 CFR) for a significant part of its revenue stream and management's intention to use free cash flow for dividends rather than debt reduction. However, should NTELOS decrease leverage to below 3.0x (Moody's adjusted) as a result of a sustainable improvement in operating performance, ratings could be upgraded. A deterioration in financial performance which leads to leverage increasing to 4.5x (Moody's adjusted) or liquidity becoming strained could pressure the rating. An erosion of market share or a decline in wholesale revenues from Sprint would be the most likely drivers of a rating downgrade. NTELOS INC: S&P Retains 'B' Rating Following $148MM Loan Add-On --------------------------------------------------------------- Standard & Poor's Ratings Services said the approximately $148 million upsize to NTELOS Inc.'s term loan B due 2019 does not affect the 'B' issue rating on the issue. The recovery rating remains '4', indicating S&P's expectation for average (30% to 50%) recovery of principal in the event of a default. NTELOS Inc. is a subsidiary of Waynesboro, Va.-based regional wireless carrier NTELOS Holdings Corp. (NTELOS). Proceeds from the additional term loan, along with around $3.5 million of cash, will refinance up to $148 million of the term loan A due 2015. Ratings on NTELOS, including the 'B' corporate credit rating, are not affected by the refinancing. NTELOS reported about $495 million of debt, essentially all term loans, at Sept. 30, 2013. The outlook remains developing, reflecting uncertainty as to whether NTELOS can extend the Strategic Network Alliance agreement with Sprint beyond July 31, 2015. This refinancing is a favorable development since all term loan debt would mature in 2019 (assuming all of term loan A is refinanced), well beyond the expiration of the current Sprint contract. However, if that contract is not renewed with favorable terms or otherwise replaced, NTELOS's credit measures would weaken materially and lead to a rating downgrade. Conversely, if NTELOS is able to extend the Sprint agreement under terms that provide billable wholesale revenues that approximate the current effective minimum Sprint payments of around $9 million per month (about two-thirds of current Sprint wholesale revenues), S&P would consider a rating upgrade. RATINGS LIST NTELOS Holdings Corp. NTELOS Inc. Corporate credit rating B/Developing/-- NTELOS Inc. $498 million term loan B due 2019 Senior Secured B Recovery Rating 4 PATIENT SAFETY: Stryker Corp Held 28.2% Equity Stake at Dec. 31 --------------------------------------------------------------- Stryker Corporation filed a Schedule 13D with the U.S. Securities and Exchange Commission to disclose that as of Dec. 31, 2013, it beneficially owned 12,540,397 shares of common stock representing 28.2 percent of the shares outstanding of Patient Safety Technologies, Inc. A copy of the regulatory filing is available for free at http://is.gd/d8PsUa About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. The Company's balance sheet at Sept. 30, 2013, showed $18.71 million in total assets, $5.56 million in total liabilities and $13.15 million in stockholders' equity. Patient Safety incurred a net loss applicable to common shareholders of $1.91 million for the nine months ended Sept. 30, 2013. The Company incurred a net loss of $2.20 million in 2012 and a net loss of $1.89 million in 2011. PERRY ELLIS: Lenders Lower Pricing, Extend Maturity --------------------------------------------------- Lisa Allen, writing for The Deal, reported that clothing designer and retailer Perry Ellis International Inc. has taken a step forward in its turnaround effort, securing an extension to its senior credit facility that lowers pricing and locks in terms through 2018. "This amendment to our existing senior credit facility is a testament to the confidence our banking partners have in Perry Ellis International," said vice chairman and COO Oscar Feldenkreis in a Jan. 13 statement, the report cited. "The amended senior credit facility provides us with long-term financing flexibility as we continue to expand our global footprint, focus on direct channel growth and increase our market share." Moody's Investors Service, in giving the Miami-based designer its B1 corporate family rating a negative outlook, warned on Dec. 20 of its "uncertainty regarding the company's ability to reverse the deterioration in its operating performance," the report related. In a phone interview, Moody's analyst Raya Sokolyanska added, "We are not concerned about Perry's liquidity at this point. Our focus is on the company's ability to reverse the negative operating trends," the report said. The amendment senior lenders Wells Fargo Bank NA and Bank of America NA are providing is certainly a positive step, the report further related. Those lenders extended the maturity on the company's senior credit facility to Dec. 1, 2018, from Dec. 2, 2016. Perry Ellis International, Inc. ("Perry"), headquartered in Miami, Florida, designs, distributes and licenses apparel and accessories for men and women. The company owns or licenses a portfolio of brands, including Perry Ellis(R), Rafaella(R), Laundry by Shelli Segal(R), Callaway(R) Golf, Original Penguin(R), Cubavera(R), and Nike(R) Swim. The company also operates roughly 70 owned stores. Revenues for the twelve months ended November 2, 2013 were approximately $954 million. PERSONAL COMMUNICATIONS: Targeting March Liquidating Plan Hearing ----------------------------------------------------------------- Personal Communications Devices LLC will seek approval of the disclosure statement explaining its Chapter 11 plan at a hearing on Jan. 27 at 11:00 a.m. (Eastern Time). Objections are due Jan. 21 at 5:00 p.m. The Debtor wants to proceed with the plan approval process under this timeline: Date Event ---- ----- Jan. 21, 2014 Disclosure Statement Objection Deadline Jan. 27, 2014 Disclosure Statement Hearing Jan. 27, 2014 Voting Record Date The later of Feb. 3, 2014 or the date that is 5 days after the entry of the Solicitation Procedures Order Solicitation Mailing Deadline Feb. 14, 2014 Deadline for Debtors to Object to Claims For Voting Purposes Feb. 24, 2014 Deadline for Filing Rule 3018(a) Motion Mar. 3, 2014 Voting Deadline Mar. 3, 2014 Confirmation Objection Deadline Mar. 10, 2014 Confirmation Hearing PCD, which sold its business in mid-October to competitor Quality One Wireless LLC for $105 million, has a liquidating plan that provides for the creation of a liquidating trust that will administer, liquidate and distribute all remaining property of the Debtors, including certain causes of action. The sale fully paid off $105 million in secured debt either in cash or from the buyer giving second-lien creditors a note for the debt. Under the Plan, unsecured creditors will receive pro rata share of proceeds remaining after payment of allowed administrative, allowed priority and allowed miscellaneous secured claims. The disclosure statement contains blank spaces with respect to the estimated recovery for unsecured creditors. Holders of equity interests won't receive anything. A copy of the Disclosure Statement dated Dec. 24, 2013 is available for free at: http://bankrupt.com/misc/PCD_Liquidating_Plan_Outline.pdf About PCD Personal Communications Devices LLC and an affiliate, Personal Communications Devices Holdings, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013, in Central Islip, N.Y. The Debtor disclosed $247,952,684 in assets and $284,985,134 in liabilities as of the Chapter 11 filing. PCD -- http://www.pcdphones.com-- was in the business of providing carriers and manufacturers an array of product life cycle management services that includes planning and development; inventory; technical testing; quality control; forward and reverse logistics; sell-in and sell-thru, marketing & warranty support. PCD sold its assets to Quality One Wireless LLC for $105 million in October 2013. The bankruptcy auction was cancelled as no competing offers were submitted. Bankruptcy Judge Alan S. Trust oversees the case. Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. BG Strategic Advisors, LLC, is the financial advisor. Richter Consulting, Inc., is the investment banker. Q1W is advised by Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr, P.C. A three-member official committee of unsecured creditors was appointed in the Chapter 11 case. The Committee retained FTI Consulting, Inc., as financial advisor, and Perkins Coie LLP as counsel. PHOENIX COMPANIES: Moody's Withdraws 'Caa1' Senior Debt Rating -------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of The Phoenix Companies, Inc. (Phoenix; NYSE: PNX), including the Caa1 senior debt rating of Phoenix and the Ba2 insurance financial strength (IFS) rating of the company's life insurance subsidiaries, led by Phoenix Life Insurance Company and the B1 (hyb) debt rating of Phoenix Life's surplus notes. Ratings Rationale Moody's has withdrawn the ratings because it believes it has insufficient or otherwise inadequate information to support the maintenance of the ratings. Phoenix has been unable to file GAAP financial statements since the second quarter of 2012 due to a need to restate its GAAP financial statements for the years ended 2011, 2010, and 2009 and quarterly statements during 2011 and the first and second quarters of 2012. The following ratings have been withdrawn: The Phoenix Companies, Inc. -- senior unsecured debt rating at Caa1; Phoenix Life Insurance Company -- insurance financial strength rating at Ba2, surplus note rating at B1 (hyb); PHL Variable Insurance Company -- insurance financial strength rating at Ba2. The Phoenix Companies, Inc. provides life insurance and annuity products through third-party distributors, supported by wholesalers and financial planning specialists employed by Phoenix. The primary operating subsidiary of Phoenix is Phoenix Life Insurance Company. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. PICCADILLY RESTAURANTS: Atalaya & Yucaipa Spar at Plan Hearing -------------------------------------------------------------- Yucaipa Corporate Initiatives Fund I, L.P., last week filed documents opposing confirmation of the First Amended Joint Chapter 11 Plan of Reorganization for Piccadilly Restaurants, LLC, et al., alleging that its equity interests in the Debtors are "in the money" and cannot be extinguished pursuant to the Plan. The Plan is being proposed by Atalaya Administrative LLC and related entities -- the Debtors' pre-bankruptcy secured lenders -- and the Official Committee of Unsecured Creditors. The Court scheduled hearings on Jan. 13 and 14, 2014, to consider confirmation of the Plan. As of Jan. 15, the judge has not issued an order. "Piccadilly has significant equity value. Yet the Plan provides no recovery to equity holders. Instead, Atalaya has awarded itself a windfall -- it will convert $9 million of debt in exchange for equity worth at least $19 million. Atalaya also seeks to lock in its inflated secured claim under the Plan, layering $5 million in unwarranted interest, fees and letter of credit obligations on top of its actual claim. In sum, the Plan violates Bankruptcy Code section 1129(b) and is unconfirmable because Piccadilly's equity has value, but the Plan provides equity holders nothing while Atalaya's recovery under the Plan vastly exceeds its actual secured claim," Yucaipa said in a Jan. 6 filing. According to Yucaipa, Piccadilly's enterprise value is between $48 million to $59 million with a midpoint of $54 million. Yucaipa said that its valuation analysis is the only expert report that relies on the financial projections generated by the Debtors and their professionals. In a Jan. 13 filing, Atalaya, however, claims that the valuation report -- prepared by Imperial Capital, for Yucaipa's benefit -- "relies on stale, outdated financial projections and is replete with mathematical and methodological errors." Atalaya says it has recently discovered Imperial Capital agreed to furnish the valuation report to Yucaipa in exchange for a contingent fee, instead of a set fee (as is customary for valuation experts). Atalaya notes that courts around the nation have consistently held that the views of valuation experts engaged pursuant to contingent compensation arrangements are highly suspect, generally discrediting the views of such "contingent fee" experts. Atalaya asserts that the Court should give little to no weight to Imperial Capital's valuation analysis. Another party, The Merchants Company, filed a confirmation objection, noting that it received a ballot saying that it holds a $4.18 million claim. However, it tells the Court that pursuant to the critical vendor order, all unsecured claims of Merchant have been satisfied, and any remaining claims are administrative claims which are to be paid in full in cash on the effective date of the Plan. The Chapter 11 Plan Atalaya and the Committee's Chapter 11 plan proposes to convert $9 million of secured debt to Atalaya for 100% of the equity of the reorganized Debtor, with the remaining $19 million secured claim to be paid off with a term note. Unsecured creditors with claims of $4.5 million to $7 million are impaired although they are estimated to recover approximately 100%, with payment from $1 million allocated by the Plan Proponents plus proceeds from a $4,750,000 note. Yucaipa, the 100% owner, will be wiped out. A copy of the Disclosure Statement dated Nov. 13, 2013, is available for free at: http://bankrupt.com/misc/Piccadilly_DS_111313.pdf A copy of Yucaipa's plan confirmation objection is available for free at: http://bankrupt.com/misc/Piccadilly_Yucaipa_Plan_Obj.pdf A copy of Atalaya's supplemental memorandum of law in support of confirmation is available for free at: http://bankrupt.com/misc/Piccadilly_Atalaya_Supp_Plan_Memo.pdf Atalaya is represented by: HOLLAND & KNIGHT LLP Robert W. Jones, Esq. Brent R. McIlwain, Esq. 300 Crescent Court, Suite 1100 Dallas, TX 75201-8001 Tel: 214-964-9500 Fax: 214-964-9501 - and - David F. Waguespack, T.A., Esq. CARVER, DARDEN, KORETZKY, TESSIER, FINN, BLOSSMAN & AREAUX, L. L. C. 1100 Poydras Street, Suite 3100 New Orleans, LA 70163 Tel: (504) 585-3800 Fax: (504) 585-3801 Yucaipa is represented by: HELLER, DRAPER, PATRICK & HORN, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tristan Manthey, Esq. E-mail: tmanthey@hellerdraper.com - and - MUNGER, TOLLES & OLSON, LLP 355 South Grand Avenue Los Angeles, CA 90071 Thomas Walper, Esq. Daniel J. Harris, Esq. E-mail: thomas.walper@mto.com Daniel.harris@mto.com Merchants is represented by: BUTLER SNOW LLP Stephen W. Rosenblatt, Esq. Christopher R. Maddux, Esq. 1020 Highland Colony Parkway, Suite 1400 Ridgeland, MS 39157 Tel: (601) 985-4504 E-mail: steve.rosenblatt@butlersnow.com Chris.maddux@butlersnow.com About Piccadilly Restaurants Piccadilly Restaurants, LLC, and two affiliated entities sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos. 12-51127 to 12-51129) on Sept. 11, 2012. The affiliates are Piccadilly Food Service, LLC, and Piccadilly Investments LLC. Piccadilly Restaurants, LLC, headquartered in Baton Rouge, Louisiana, is the largest cafeteria-style restaurant in the United States, with operations in 10 states in the Southeast and Mid- Atlantic regions. It is wholly owned by Piccadilly Investments, LLC. Piccadilly operates an institutional foodservice division through a wholly owned subsidiary, Piccadilly Food Service, LLC, servicing schools and other organizations. With a history dating back to 1944, the Company operates 81 restaurants at three owned and 78 leased locations. Then known as Piccadilly Cafeterias, Inc., the Company filed for Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29, 2003. Paul Steven Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman, P.A., represented the Debtor in the case. After Piccadilly declared bankruptcy under Chapter 11, but before its plan was submitted to the Bankruptcy Court for the Southern District of Florida, the Bankruptcy Court authorized Piccadilly to sell its assets to Yucaipa Cos., for about $80 million. In October 2004, the Bankruptcy Court confirmed the plan. Judge Robert Summerhays oversees the 2012 cases. Attorneys at Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP, represent the Debtors in their restructuring efforts. BMC Group, Inc., serves as claims agent, noticing agent and balloting agent. In its schedules, the Debtor disclosed $34,952,780 in assets and $32,000,929 in liabilities. Jeffrey L. Cornish serves as the Debtors' consultant. Postlethwaite & Netterville, PAC, serve as their independent auditors, accountants and tax consultants. GA Keen Realty Advisors, LLC, serve as the Debtors' special real estate advisors while FTI Consulting, Inc., as their financial consultants. New York-based vulture fund Atalaya Administrative LLC, in its capacity as administrative agent for Atalaya Funding II, LP, Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya Special Opportunities Fund (Cayman) IV LP (Tranche B), the Debtors' prepetition secured lender, is represented in the case by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux, L.L.C.; and Patton Boggs, LLP. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, has appointed seven members to the official committee of unsecured creditors in the Debtors' Chapter 11 cases. The Committee sought and obtained Court approval to employ Frederick L. Bunol, Esq., and Albert J. Derbes, IV, Esq., of Derbes Law Firm, LLC., as attorneys. Greenberg Traurig LLP also serves as counsel for the Committee while Protiviti Inc. serves as financial advisor. PROMETHEUS HEALTH: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Prometheus Health Imaging, Inc. 602 W. Chapman, Suite B Placentia, CA 92870 Case No.: 14-10250 Chapter 11 Petition Date: January 14, 2014 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Catherine E. Bauer Debtor's Counsel: Alan F Broidy, Esq. LAW OFFICES OF ALAN F. BROIDY, APC 1925 Century Park E 17th Fl Los Angeles, CA 90067 Tel: 310-286-6601 Fax: 310-286-6610 E-mail: alan@broidylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Wendee Luke, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. PUBLIC LEDGER: Historic Building Goes Into Receivership ------------------------------------------------------- Natalie Kostelni at the Philadelphia Business Journal reports that Public Ledger, an office building overlooking Independence Mall in Philadelphia, is in receivership. Newmark Grubb Knight Frank is in line to become the receiver of the property, according to people familiar with the situation. The report relates that the special servicer is LNR Partners and a $42.5 million loan remains outstanding on the building. The report recalls that Local real estate investor Joe Grasso and a fund managed by Citi Property Investors originally bought the building in 2006 for $43 million. Then, a fund involving Apollo Global Real Estate had control of the property and has subsequently decided to relinquish control of it, the report notes. The 12-story, 466,000-square-foot building at Sixth and Chestnut streets is about 11 percent vacant and had been appraised in 2013 for around $38 million, or about $80 a square foot. It is leased to a lot of small tenants and the General Services Administration serves as its anchor with about 120,000 square feet. It's listed on the National Register as a historic property and was last renovated in 1991. QUAIL RUN COMPANY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Quail Run Company, Inc. 381 Standard Lane Springfield, GA 31329 Case No.: 14-40082 Chapter 11 Petition Date: January 14, 2014 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: Michael J. Hall, Esq. HALL LAW GROUP, PC 2036 Highway 21 South Springfield, GA 31329 Tel: 912-754-7078 Fax: 912-754-7173 E-mail: mhall@hlg-pc.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Warren E. Ratchford as CEO. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. QUEEN CREEK CAFE: Real Property to Be Sold at Jan. 23 Auction ------------------------------------------------------------- Real property of Queen Creek Cafe, LLC, will be sold at public auction to the highest bidder at the main entrance of the Superior Court Building, 201 West Jefferson, Phoenix, AZ 85003 on Jan. 23, 2014, at 12:30 p.m. The real property is located at 22002 S. Ellsworth Rd., Queen Creek, AZ 85242. It secures debt in the original principal balance of $583,500 owed to Union Bank, N.A., successor by merger to Santa Barbara Bank & Trust, N.A., formerly known as Pacific Capital Bank, N.A., in San Diego, California. The Trustee, a real estate broker, is: Matthew Kelley Sale Officer MTC Financial Inc. dba Trustee Corps 17100 Gillette Ave. Irvine, CA 92614 Tel: 949-252-8300 Sale information can be obtained online at http://www.priorityposting.com/ REALOGY GROUP: S&P Raises CCR to 'BB-' in Improving Performance --------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Group LLC to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised all issue-level ratings on the company's debt by one notch, in accordance with its notching criteria. The recovery ratings on this debt remain unchanged. "The one notch upgrade in the corporate credit rating to 'BB-' reflects an increase in our expectation for operating performance at Realogy in 2013 and 2014," said Standard & Poor's credit analyst Carissa Schreck. The U.S. residential housing market is experiencing a strong and sustained recovery in terms of existing home sales and home prices as a result of a moderately improving economy, historically low mortgage rates, limited inventory of existing homes for sale through much of 2013, and still-good home affordability. In the nine months ended September 2013, Realogy's franchising business increased transactions sides (a measure of existing home sale volume) by 12% and prices by 10%. The company's owned brokerage business increased transaction sides by 12% and prices by 7%. Based on this trend and S&P's current U.S. economic forecast, it expects Realogy's EBITDA (including distributions from the company's 50% joint venture with PHH Loans) likely increased by about 40% in 2013 and will increase in the high single digits in 2014. As a result of this anticipated profitability improvement, S&P expects that total lease-adjusted debt to EBITDA will improve to the high-4x area in 2013 and to the low-4x area in 2014, and funds from operations (FFO) to total adjusted debt will improve to the mid-teens percentage area in 2013 and to the high-teens percentage area in 2014. These expected reductions in leverage are in line with an improved "aggressive" financial risk assessment. Furthermore, S&P believes that Realogy's EBITDA coverage of interest will improve to about 4x in 2014, which is good for the aggressive assessment. Given S&P's assessment of the company's business risk profile as "fair," it believes these credit measures are in line with a one notch higher 'BB-' corporate credit rating on Realogy, according to S&P's criteria. S&P's assessment of the company's business risk profile as fair is based on Realogy's strong residential real estate brokerage brands, including CENTURY 21, Coldwell Banker, The Corcoran Group, ERA, Better Homes and Gardens Real Estate, and Sotheby's International Realty; good market position; and geographic diversity. These strengths are partly offset by a high level of revenue and EBITDA volatility over the economic cycle. RESIDENTIAL CAPITAL: $1.135MM Deal Resolving 4 Class Suits Okayed ----------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York approved on Jan. 8 four settlement agreements related to certain borrower putative class action litigations pending against Residential Capital, LLC, and its debtor affiliates. According to court papers filed by the Debtors, plaintiffs in the putative borrower class actions filed claims in the aggregate amount of approximately $247 million against the Debtors on behalf of themselves and the putative classes. These Borrower Class Action Claims, the Debtors said, represented the largest potential exposure for the Debtors from among the Borrower Claims. Through the settlement agreements, the Debtors resolve the claims for aggregate cash payments of $1.135 million. Debtor GMAC Mortgage, LLC, is authorized to make a one-time cash payment of $30,000 to the plaintiffs in the putative class action styled as Cronk v. GMAC Mortgage, LLC, No. 2:11-cv-5161 (E.D. Pa.), and a one-time cash payment of $95,000 to Cronk's counsel. GMACM is authorized to make a one-time cash payment of $30,000 to the plaintiffs in the putative class action styled Throm v. GMAC Mortgage, LLC, Case No. 2:11-cv-06813 (E.D. Pa.) and and a one- time cash payment of $95,000 to Throm's counsel. Debtors GMACM and Homecomings Financial, LLC, are authorized to deliver the sum of $285,000 to counsel for GMACM and Homecomings, as escrow agent, to be held for further disbursement in accordance with the terms of the settlement entered with the plaintiffs in the putative class actions styled Alan Gardner, et al. v. GMAC Mortgage, LLC, Case No. 10-2-36902-3 SEA, and Tiffany Smith, et al. v. Homecomings Financial, LLC, Case No. 11-2-10126-6 SEA. Debtor Residential Funding Company, LLC, or its successor in interest under the Chapter 11 Plan, is authorized to make a one- time cash payment of $600,000 to the plaintiffs and their counsel in the putative class action styled Timothy R. Peel, et al. v. BrooksAmerica Mortgage Corporation., et al., Case No. 8:11-cv- 00079-JST-RNB. Upon the Debtors' payment of the one-time cash payments, Cronk, Throm, Gardner, Smith and the Peel Plaintiffs are directed to take any and all steps necessary to dismiss the actions. 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. RIH ACQUISITIONS: Can Employ Imperial as Financial Advisor ---------------------------------------------------------- RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel, and RIH Propco NJ, LLC, sought and obtained authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Imperial Capital, LLC, as financial advisor and investment banker. Imperial will be paid the following fees and expenses in respect of its services: -- a financial advisory fee of $100,000 per month; -- a transaction fee of $600,000 upon confirmation of a plan of reorganization; -- a transaction fee equal to the greater of $600,000 or 2.5% of Transaction Consideration received in a merger and acquisition transaction; and -- a transaction fee payable out of the proceeds of a financing equal to 2.5% of the face amount of any debt sold or arranged as part of the Financing. Pursuant to the engagement letter between the Debtors and Imperial, Imperial may be entitled to earn either a Restructuring Fee or an M&A Transaction Fee, but not both. The Debtors agree to reimburse Imperial for all reasonable out-of-pocket expenses incurred. Steven Cramer, a managing director of Imperial Capital, LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Cramer discloses that prior to the Petition Date, the Debtors paid Imperial: (a) a retainer of $100,000, (b) $200,000 in Monthly Advisory Fees and (c) a deposit of $13,000 against reimbursable expenses. For the 12-month period prior to the Petition Date, Imperial has been paid a total of $683,871 in fees and $16,129 for reimbursable expenses. In addition, Imperial maintains $25,000 of unused deposits against reimbursable expenses. About RIH Acquisitions RIH Acquisitions NJ LLC, doing business as the Atlantic Club Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in Camden, New Jersey, to sell the property in the near term. The Debtors are represented by Michael D. Sirota, Esq., and Warren A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York. Duane Morris, LLP, serves as the Debtors' special gaming regulatory counsel. Imperial Capital, LLC, serves as financial advisor and investment banker to the Debtors, while Mercer (US) Inc. serves as compensation consultant. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. Northlight Financial LLC, as DIP Lender, is represented by Harlan W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio; Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit, Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. Financing for the Chapter 11 reorganization is being provided by Northlight Financial LLC. An official committee of unsecured creditors appointed in the case is represented by Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey Branzburg LLP. The Committee hired PricewaterhouseCoopers, LLC, as financial advisor. RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and $16,813,022 in total liabilities. On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of Atlantic Club Casino Hotel's casino property and fixtures to Caesars Entertainment Corp. for $15 million; and the slot machines and other gambling equipment to Tropicana Entertainment Inc. for $8.4 million. RIH ACQUISITIONS: Taps Mercer as Compensation Consultant -------------------------------------------------------- RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel, and RIH Propco NJ, LLC, sought and obtained authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Mercer (US) Inc. as compensation consultant. The Debtors, will among other things, provide these services: (a) familiarize itself with the Debtors and their current restructuring plans, current compensation arrangements, and potential risks of a disengaged leadership team. (b) present information on incentive plans prevalent in organizations being sold in 363 sales using data from Mercer's proprietary databases, including elements like: (a) aggregate costs; (b) performance metrics; (c) payout timing; and (d) eligibility. (c) conduct a working session with officers of the Debtors, present market practices, and discuss plan design alternatives. Following the working session, Mercer will document the plan design in a presentation. The Debtors will pay Mercer for its services on an hourly basis under the following rate structure: a. Research $50 to $150 b. Analyst $150 to $300 c. Associate $250 to $400 d. Senior Associate $350 to $550 e. Principal $500 to $700 f. Partner $700 to $950 The Fee Structure further contemplates reimbursement of Mercer's actual and reasonable out-of-pocket expenses, including reasonable attorneys' fees. John Dempsey, a partner at Mercer (US) Inc., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Dempsey discloses that prior to the Petition Date, the Debtors paid Mercer a $25,000 retainer. About RIH Acquisitions About RIH Acquisitions RIH Acquisitions NJ LLC, doing business as the Atlantic Club Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in Camden, New Jersey, to sell the property in the near term. The Debtors are represented by Michael D. Sirota, Esq., and Warren A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York. Duane Morris, LLP, serves as the Debtors' special gaming regulatory counsel. Imperial Capital, LLC, serves as financial advisor and investment banker to the Debtors, while Mercer (US) Inc. serves as compensation consultant. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. Northlight Financial LLC, as DIP Lender, is represented by Harlan W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio; Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit, Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. Financing for the Chapter 11 reorganization is being provided by Northlight Financial LLC. An official committee of unsecured creditors appointed in the case is represented by Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey Branzburg LLP. The Committee hired PricewaterhouseCoopers, LLC, as financial advisor. RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and $16,813,022 in total liabilities. On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of Atlantic Club Casino Hotel's casino property and fixtures to Caesars Entertainment Corp. for $15 million; and the slot machines and other gambling equipment to Tropicana Entertainment Inc. for $8.4 million. RIH ACQUISITIONS: Can Employ Willkie Farr as Corporate Counsel -------------------------------------------------------------- RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel, and RIH Propco NJ, LLC, sought and obtained authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Willkie Farr & Gallagher LLP as special corporate counsel to, among other things, represent the Debtors in connection with their debtor-in-possession financing and the pursuit of a sale of their business, assets or equity. The WF&G attorneys who are likely to represent the Debtors in their Chapter 11 cases have current standard hourly rates ranging between $440 and $1,100. The paralegals, law clerks and other administrative professionals that likely will assist the attorneys who will represent the Debtors have current standard hourly rates ranging between $130 and $380. WF&G will charge to the Debtors all of its reasonable out-of-pocket expenses. Paul V. Shalhoub, Esq., a member of Willkie Farr & Gallagher LLP, in New York, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Shalhoub discloses that in the 90 days prior to the Petition Date, WF&G received retainers and payments from RIH Acquisitions totaling $450,000. During this period, WF&G also received payments from Resorts International Holdings, LLC, the non-debtor parent of RIH Acquisitions, totaling $175,000 for services performed for the Debtors. WF&G currently holds $200,000 received from RIH Acquisitions as a retainer, and has applied the payments for services. As of the Petition Date, WF&G maintained a claim against the Debtors in the amount of $539,407 for unpaid legal services. About RIH Acquisitions RIH Acquisitions NJ LLC, doing business as the Atlantic Club Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in Camden, New Jersey, to sell the property in the near term. The Debtors are represented by Michael D. Sirota, Esq., and Warren A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York. Duane Morris, LLP, serves as the Debtors' special gaming regulatory counsel. Imperial Capital, LLC, serves as financial advisor and investment banker to the Debtors, while Mercer (US) Inc. serves as compensation consultant. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. Northlight Financial LLC, as DIP Lender, is represented by Harlan W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio; Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit, Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. Financing for the Chapter 11 reorganization is being provided by Northlight Financial LLC. An official committee of unsecured creditors appointed in the case is represented by Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey Branzburg LLP. The Committee hired PricewaterhouseCoopers, LLC, as financial advisor. RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and $16,813,022 in total liabilities. On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of Atlantic Club Casino Hotel's casino property and fixtures to Caesars Entertainment Corp. for $15 million; and the slot machines and other gambling equipment to Tropicana Entertainment Inc. for $8.4 million. SALON DOMINICANO: Files for Chapter 7 Liquidation ------------------------------------------------- The Orlando Sentinel reports that Salon Dominicano & Associates Corp., located in 2102 Meadowmouse St., Orlando, filed for liquidation under Chapter 7 of the Bankruptcy Code. It filed on Jan. 7, 2014. The company has assets of $421,421 and liabilities of $613,500. The meeting of creditors is set for Feb. 5. SANDY CREEK: S&P Assigns 'BB-' Rating to $1.025-Bil. Term Loan -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' rating and '1' recovery rating to Sandy Creek Energy Associates L.P.'s (SCEA) $1.025 billion first-lien senior secured facility. The outlook is stable. SCEA represents 604 megawatts (MW; 64%) of the 945 MW Sandy Creek coal plant in Riesel, Texas. Of the 604 MW, 259 MW is under 30-year power purchase agreements (PPA) with creditworthy Texas wholesale power providers Brazos Electric Power Cooperative Inc. (155 MW or 26%) and the Lower Colorado River Authority (LCRA; 104 MW or 17%). The remaining 345 MW is partly hedged through 2015 under short-term agreements. Without the Brazos and LCRA contracts, S&P would likely rate SCEA in the 'B'/'B-' range. The PPAs account for about 43% (or about $71 million of average annual revenues) of SCEA's cash flow and allow the project to pass through actual fixed and variable operating and maintenance costs, fixed fuel expenses, and emission allowance expenses. The contracts either provide pass through of actual coal costs or reimburses the project for coal at a heat rate that is higher than what is guaranteed (and tested) under the engineering, procurement, and construction contract. "The stable outlook reflects our expectation of base case average and minimum debt service coverage ratios of 1.9x and 1.5x, respectively," said Standard & Poor's credit analyst Aneesh Prabhu. S&P could change the outlook to negative or lower ratings if environmental-compliance costs are higher than its estimates, or if market dynamics in ERCOT deteriorate, resulting in DSCRs declining below 1.65x. An upgrade will require DSCRs over 2.25x on a sustained basis. SCIENTIFIC LEARNING: Nantahala Capital Held 19% Stake at Dec. 31 ---------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Nantahala Capital Management, LLC, disclosed that as of Dec. 31, 2013, it beneficially owned 4,813,249 shares of common stock of Scientific Learning Corporation representing 19.02 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/TYTPwk About Scientific Learning Corp Scientific Learning is an education company. The Company accelerates learning by applying proven research on how the brain learns in online and on-premise software solutions. The Company provides its learning solutions primarily to United States K-12 schools in traditional brick-and-mortar, virtual or blended learning settings and also to parents and learning centers, in more than 40 countries around the world. The Company's sales are concentrated in K-12 schools in the U.S., which in during the year ended December 31, 2011 were estimated to total over 116,000 schools serving approximately 55 million students in almost 14,000 school districts. During the year ended Dec. 31, 2011, the K-12 sector accounted for 87 percent of the sales of the Company. The Company reported a net loss of $9.65 million in 2012, as compared with a net loss of $6.47 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $13.24 million in total assets, $19.82 million in total liabilities and a $6.57 million net capital deficiency. In its report on the Company's consolidated financial statements for the year ended Dec. 31, 2012, Ernst & Young, LLP, in San Jose, Cal., expressed substantial doubt Scienfic Learning's ability to continue as a going concern, citing the Company's recurring losses from operations, deficiency in working capital and its need to raise additional capital. SOUTH FLORIDA SOD: Exclusive Solicitation Period Extended --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida extended South Florida SOD, Inc.'s exclusive period to solicit acceptances for the liquidation plan until the confirmation hearing. Previously, George D. Warthen Bank requested that the Court deny the Debtor's request to extend its solicitation period until April 7, 2014. The Debtor has proposed a liquidation plan, wherein its proposes to sell one asset, which the Debtor contends will pay all of its administrative expenses and creditors in full. The Bank asserts the Debtor's plan does not require exclusivity to prosecute -- in fact, the plan would work just as well in a Chapter 7 proceeding. On Nov. 12, 2013, the Debtor filed its Amended Disclosure Statement, and an Amended Plan of Reorganization followed by the filing of an Amendment to the Amended Plan on Dec. 4. On Nov. 14, the Court entered its Order conditionally approving disclosure statement and scheduling hearing on disclosure statement and confirmation of Plan. As reported in the Troubled Company Reporter on Oct. 17, 2013, the Plan contemplates the Debtor will sell at auction the McCall Ranch Property and continue to operate the business in the ordinary course. The auction is to take place before Plan confirmation so that the Debtor will have sufficient funds to pay most, if not all, of its creditors. About South Florida Sod South Florida Sod Inc., a sod farmer, owns multiple parcels of rural real estate in Florida, Georgia, Michigan and Montana. The Debtor uses these parcels in its sod, hay, cattle, timber, stumping and hunting operations. The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Latham Shuker Eden & Beaudine, LLP, originally represented the Debtor as counsel. Latham Shuker was later replaced by Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A. Jonathan Stidham, Esq., at Stidham & Stidham, P.A., serves as special counsel to the Debtor. South Florida Sod also tapped Daniel Dempsey as its financial advisor. Wallace T. Long, Jr., CPA and Lynch, Johnson & Long, CPA, serve as accountants. Orange Hammock Ranch, LLC, principal secured creditor, is represented by Brian A. McDowell, Esq., at Holland & Knight LLP. SOUTH FLORIDA SOD: U.S. Trustee Balks as Approval of Plan Outline ----------------------------------------------------------------- The U.S. Trustee for the Middle District of Florida objected to the approval of the Disclosure Statement explaining South Florida SOD, Inc.'s Amended Plan of Reorganization dated Dec. 4, 2013. The U.S. Trustee asserted that the Amended Disclosure Statement failed to provide a liquidation analysis, which is critical in order to provide creditors with adequate information regarding the value of assets available for liquidation in the event the proceeds from the McCall Ranch auction scheduled for Feb. 13, 2014, fail to satisfy the claims of all creditors. According to the U.S. Trustee, the Amended Disclosure Statement also failed to indicate an estimated amount necessary to pay administrative costs and all classes contemplated in the Plan from the proceeds of the McCall Ranch auction. The Plan On Nov. 14, 2013, the Court entered its order conditionally approving disclosure statement. According to the Amended Disclosure Statement, the Debtor intends to sell at auction, free and clear of claims and interests, the McCall Ranch Property. The Debtor intends that the auction will take place after the confirmation of the Plan. By doing so, the Debtor believes that sufficient funds will be received to pay most, if not all, of its creditors. If the proceeds of the sale do not pay all of the claims in full, the Debtor will select another property to be sold. This will be repeated until either all of the property is sold or the debts are paid in full. The Debtor also intends to sell its interest in the Little Ockmulgee Property at auction prior to confirmation. George D. Warthen Bank has agreed that to the extent there are not sufficient funds to pay its claim in full, any remaining balance will be discharged, and any claims against the guarantors released. A copy of the Amended Disclosure Statement and Amendment to Plan are available for free at: http://bankrupt.com/misc/SOUTHFLORIDASODamendedds.pdf http://bankrupt.com/misc/SOUTHFLORIDASODamendmenttoplan.pdf The Troubled Company Reporter on Oct. 17, 2013, reported on the Disclosure Statement dated Oct. 7, 2013. The Plan designates 3 Unimpaired Claims -- Class 1 Allowed Other Secured Claims, Class II Allowed Non-Tax Priority Claims, and Class III Allowed Secured Claim of Ford Motor Credit Company, LLC. It also designates 15 Impaired Claims: * Class IV Allowed Secured Claim of Ascot Capital LLC-3. * Class V Allowed Secured Claim of ATCFII Florida-A LLC * Class VI Allowed Secured Claim of TLGFY, LLC * Class VII Allowed Secured Claim of Chippewa Co. Tax Collector * Class VIII Allowed Sec. Claim of Highlands County Tax Collector * Class IX Allowed Secured Claim of Garfield County Treasurer * Class X Allowed Secured Claim of George D. Warthern Bank * Class XI Allowed Secured Claim of Great Oak Pool 1, LLC * Class XII Allowed Secured Claim of Orange Hammock Ranch, LLC * Class XIII Allowed Sec. Claim of Wauchula State Bank for Lake Rosalie and Farm 2 * Class XIV Allowed Sec. Claim of Wauchula State Bank for Farm 1 * Class XV Sec. Postpetition Admin. Claim of Wauchula State Bank * Class XVI Allowed Unsecured Claims of Affiliates * Class XVII Allowed Unsecured Claims * Class XVIII Allowed Interest Most of the Allowed Claims for Classes IV to XV will be paid from the proceeds of the sale of the McCall Ranch or from proceeds of the sale of assets they have a lien on. Class XVI Claims will receive nothing, while Class XVII Claims will also be paid from proceeds of the sale of the McCall Ranch. Class XVIII Interests of Wiley T. McCall will be retained under the Plan. About South Florida Sod South Florida Sod Inc., a sod farmer, owns multiple parcels of rural real estate in Florida, Georgia, Michigan and Montana. The Debtor uses these parcels in its sod, hay, cattle, timber, stumping and hunting operations. The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Latham Shuker Eden & Beaudine, LLP, originally represented the Debtor as counsel. Latham Shuker was later replaced by Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A. Jonathan Stidham, Esq., at Stidham & Stidham, P.A., serves as special counsel to the Debtor. South Florida Sod also tapped Daniel Dempsey as its financial advisor. Wallace T. Long, Jr., CPA and Lynch, Johnson & Long, CPA, serve as accountants. Orange Hammock Ranch, LLC, principal secured creditor, is represented by Brian A. McDowell, Esq., at Holland & Knight LLP. SOUTH FLORIDA SOD: Hires NAG as Real Estate Broker -------------------------------------------------- South Florida Sod, Inc. sought and obtained authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ National Auction Group, Inc., as auctioneer and real estate broker to sell property of the estate. NAG's Commission Structure: (a) Property Sold Other Than at Auction. If the Property sells at any time during the duration of this Agreement, NAG will be paid a commission equal to: 3% of the Actual Contract Price paid by the Buyer at Closing, unless a commission would also be due at sale to a registered real estate broker, not affiliated with NAG, in which case the commission will be 4% of the Actual Contract Price. Seller acknowledges that in the event the Property sells other than at auction, and a commission is otherwise due to NAG hereunder, the Actual Contract Price will not include a Buyer's Premium, as described below, and the commission shall be due from proceeds otherwise payable to Seller. Notwithstanding the foregoing, no commission shall be payable if the Property is sold to Orange Hammock Ranch LLC ("OHR") through its credit bid or other than at auction to any party listed on Attachment A to this Agreement. (b) Property Sold at Auction. If the Property sells at auction: (i) a 10% Buyer's Premium (the "Buyer's Premium") shall be included in The Actual Contract Price as part of the auction process, and (ii) Seller shall pay NAG a commission equal to 6.5% of The Actual Contract Price at Closing of the auction sale. (c) Buyer's Premium at Auction Explained. In the event that the Property is auctioned, the Buyer's Premium will be automatically added to the high bid price of the Buyers purchasing the Property at the Auction Sale. This fee will be explained in the auction rules distributed to all bidders and will be automatically added to the high bid. The Actual Contract Price is the High Bid Price plus the Buyer's Premium. This Buyer's Premium will be paid to Seller as part of the Actual Contract Price. (d) NAG is entitled to the full commission stated herein if Seller sells, leases, trades, or otherwise disposes of all or any part of the Property 6 months following the end of the Sole and Exclusive Listing Period to a "NAG prospect." A NAG prospect is any person, firm, or entity that toured the Property during the showing period or was a registered bidder during the Auction. "NAG prospects" will be included in a list to be provided to the Seller by NAG within 30 days after the expiration of the Sole and Exclusive Listing Period. (e) Whether the closing of a Sales Agreement is the result of a sale at the auction or a private sale, Seller further agrees to pay to NAG the amount of the commission stated herein if the closing of a Sales Agreement is prevented by existing liens, judgments, or suits pending against the property or if Seller is unwilling to close same after having agreed in writing to such a sale. In the event that NAG is obliged to incur any expenses to collect its commission, Seller agrees that the cost of collection will be added to the commission and will be paid by the Seller. (f) Seller agrees to engage D&B Investments, LLC, to do auction day contracting and to coordinate all closing services. The Escrow Agent must compensate D&B Investments, out of each closing. Escrow Agent must include on each closing statement a total Transaction Processing Fee of $400 that will be paid to D&B Investments, at closing. A $200 Transaction Processing Fee will be charged to the Buyer at closing, and a $200 Transaction Processing Fee will be charged to the Seller at closing for the total payment to D&B Investments, of $400. (g) Both Seller and NAG agree that all deposits and purchase funds shall be paid to Rossway Moore Swan, PL, for their proper disbursement pursuant to the terms and conditions of the Auction Escrow Instructions. If Buyer defaults in closing a Sales Contract, NAG shall be entitled to the lesser of: (i) any commission which would have been payable if the auction sale had closed or (b) 50% of the deposit paid by the Buyer and such payment shall be in full discharge of amounts owed to NAG hereunder. Seller understands and agrees that any commission set forth in this Agreement is a negotiated commission and was not fixed by law. All monies due seller and nag will be disbursed by the Escrow agent to seller and nag at the same time and on the same day. OHR shall pay the sum of $100,000 for the promotion and expense of conducting the Auction Sale which is due and payable upon approval of this Agreement by the Court as well as all the costs for telephone lines and fax lines and all costs for Auction Day expenses that include refreshments and entertainment, and other items listed in the proposal as the responsibility of the Seller. The Seller agrees that if the Seller withdraws property prior to the Auction, cancels the Auction or does not accept the high bid at the Auction, for any reason other than to sell the Property (in which NAG will be paid stated commission), the Seller shall pay NAG a fee of $25,000.00, payable at time of withdrawal notice, unless such withdrawal takes place as a result of an order by the Court or as a result of NAG's breach of this Agreement. William R. Bone, president of NAG, 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. NAG can be reached at: William R. Bone THE NATIONAL AUCTION GROUP, INC. 644 Walnut Street Gadsden, AL 35901 Tel: (256) 547-3434 Fax: (256) 547-3232 E-mail: wbone@national-auction.com About South Florida Sod South Florida Sod Inc., a sod farmer, owns multiple parcels of rural real estate in Florida, Georgia, Michigan and Montana. The Debtor uses these parcels in its sod, hay, cattle, timber, stumping and hunting operations. The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Latham Shuker Eden & Beaudine, LLP, originally represented the Debtor as counsel. Latham Shuker was later replaced by Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A. Jonathan Stidham, Esq., at Stidham & Stidham, P.A., serves as special counsel to the Debtor. South Florida Sod also tapped Daniel Dempsey as its financial advisor. Wallace T. Long, Jr., CPA and Lynch, Johnson & Long, CPA, serve as accountants. Orange Hammock Ranch, LLC, principal secured creditor, is represented by Brian A. McDowell, Esq., at Holland & Knight LLP. SPROUTS FARMERS: S&P Raises CCR to 'BB-'; Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit ratings on the Phoenix-based Sprouts Farmers Market Inc. and Sprouts Farmers Markets Holdings LLC (Sprouts) to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised the issue-level rating on the senior secured bank facility, consisting of a $60 million revolving credit facility and $700 million term loan ($351.8 million outstanding as of Sept. 29, 2013) to 'BB-' from 'B+'. The '3' recovery rating is unchanged and indicates S&P's expectation for meaningful (50% to 70%) recovery of principal in the event of payment default. "The upgrade reflects the continued improvement of the company's credit protection measures from operating fundamentals and our revision of its financial policy score to "neutral" from "FS-5", as financial sponsor, Apollo, recently reduced its ownership to below 40%," said credit analyst Kristina Koltunicki. "It also incorporates our belief that the company will continue to generate top-line growth and deleverage over the next year; however, increased debt from new operating leases that support growth will offset any meaningful improvements to leverage. The ratings on Sprouts reflect its "fair" business risk profile and "aggressive" financial risk profile, which results in a 'bb-' anchor." The stable outlook reflects S&P's expectation that Sprouts will continue its accelerated growth strategy, while still improving credit protection measures as it leverages its cost structure. S&P anticipates revenues will remain strong with new store growth in its existing and contiguous markets, along with positive comparable-store sales in its current store base leading to additional performance gains. Downside Scenario Although unlikely over the next year given S&P's performance expectations, it could lower the ratings if credit metrics deteriorate such that leverage increases above 4.0x. This could occur if operating performance is weaker than S&P expected, potentially caused by a slower executed store expansion or an increase in competitive pressures following rapid expansion. Under this scenario gross margin would be flat, while revenue growth would only be in the mid- to high-single digits. Upside Scenario S&P could raise its ratings if performance exceeds its expectations with credit protection measure improvement above forecasted levels that would cause S&P to revise its financial risk profile to "significant". This could result from better than expected sales trends (which seems less likely) while maintaining margins or additional substantial debt repayment. At that time, free operating cash flow to debt would be above 13% on a sustained basis, which would entail debt repayment of $250 million or free operating cash flow improvement of about $40 million, or some combination of the two. S&P would also need to see consistency in operating performance as the company continues to expand. ST. FRANCIS' HOSPITAL: Rival Bidders Emerge Ahead of Auction ------------------------------------------------------------ St. Francis' Hospital, Poughkeepsie, New York, et al., notified the U.S. Bankruptcy Court for the Southern District of New York that they have received expressions of interest on their assets from Good Samaritan Hospital of Suffern, NY, d/b/a Good Samaritan Hospital Certified Home Health Agency, Long Term Health Care Program & AIDS Home Care Program; Catholic Health Care System, and Westchester Health Care Corp. As previously reported by the Troubled Company Reporter, the Debtors entered into an asset purchase agreement with Health Quest Systems, Inc., under which Health Quest will pay $24.2 million. The agreement would have been approved on Jan. 21 had other prospective buyers not materialized, Bill Rochelle, the bankruptcy columnist for Bloomberg News, said. An auction will be conducted on Feb. 13. Other buyers interested in the 333-bed acute-care facility have until Feb. 10 to submit their bids. A hearing to consider approval of the sale will be held on Feb. 18. About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The case is assigned to Judge Cecelia G. Morris. St. Francis will sell its 333-bed acute-care facility, which was founded in 1914, for $24.2 million to Health Quest Systems Inc., absent higher and better offers. An auction will be held Feb. 13 if a rival offer is submitted. The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP, in New York; the financial adviser is CohnReznick Advisory Group; and the investment banker is Deloitte Corporate Finance LLC. BMC Group is the claims and notice agent. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. STACY'S INC: Disclosure Statement Hearing on Jan. 29 ---------------------------------------------------- Stacy's Inc., which has sold most of its assets to Metrolina Greenhouses for $15.2 million, is slated to seek approval of the disclosure statement explaining its proposed Chapter 11 plan at a hearing on Jan. 29, 2014 at 2:00 p.m. The Debtor can begin sending solicitation packages to creditors and schedule a confirmation hearing on the Plan after the Disclosure Statement is approved by Judge David R. Duncan. Jan. 22, 2014 is the deadline to file objections to the disclosure statement. The Plan, filed Dec. 12, 2013, provides for and ratifies the distribution of the cash assets of the estate primarily to Bank of the West, with a carve-out to the unsecured creditors and payment of administrative priority claims. Under the Plan: -- A carve-out of $950,000 was allocated from the sale proceeds for payment of administrative claims; -- Bank of the West (BOTW), with a secured claim initially at $22.6 million, received a substantial payment from the sale of the assets, in the amount of $18.9 million. The Debtor's counsel continues to hold funds in escrow from the sales proceeds, some of which will be used to pay the BOTW secured claim, once the distribution of those proceeds is determined with finality. -- BOTW is entitled to assert a deficiency claim as an unsecured claim, which can be asserted against the amounts available for unsecured creditors, other than the "unsecured carve out amount." -- Holders of general unsecured claims in the aggregate of $9.31 million, before consideration of deficiency claims, will be paid on a pro rata basis from the unsecured creditor carve-out fund. The first distribution will be 60 days after the effective date of the Plan, and the second and final distribution will be on or before Oct. 31, 2014. The carve-out is $450,000. -- Because creditors of the Debtor will not receive payment in full, the equity holder will not receive any distribution from the bankruptcy estate. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Stacys_Plan_Outline_121213.pdf About Stacy's Inc. Stacy's Inc., a commercial greenhouse in York, South Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C. Case No. 13-03600) in Spartanburg, South Carolina, with a deal to sell the business for $17 million to Metrolina Greenhouses, absent higher and better offers. Stacy's -- http://www.stacysgreenhouses.com/-- had 16 acres of greenhouses on three farms aggregating 260 acres in York, South Carolina. The Debtor scheduled $26.4 million in total assets and $31.4 million in liabilities as of the bankruptcy filing. The secured lender is Bank of the West, owed $22.1 million secured by liens on the assets. Stacy's in August 2013 sold the business to Metrolina Greenhouses for $15.2 million after no competing bids were entered at a bankruptcy auction. The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel; Ouzts, Ouzts & Varn, P.A., as its financial advisor; SSG Advisors, LLC, as its investment banker; and Faulkner and Thompson, P.A., to provide limited accounting services. The Official Committee of Unsecured Creditors appointed in the case has tapped Moore & Van Allen, PLLC, as counsel. STEELCASE INC: Moody's Withdraws 'Ba1' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service upgraded Steelcase, Inc.'s senior unsecured rating to Baa3 because of its strong operating performance and credit metrics and the expectation for continued improvement. The Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and SGL-2 speculative grade liquidity rating were withdrawn. The rating outlook is stable. "Steelcase's operating performance and credit metrics have steadily improved over the last few years," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. For instance, EBITA margins have expanded by almost 100 basis points to 6.8% and debt/EBITDA has decreased by about a half turn to under 2.5 times. Moody's expects both measures to further improve as the global economy continues to recover. "But importantly, we think Steelcase has enough cushion in its operating performance for credit metrics to remain adequate in a reasonable downside scenario," Cassidy noted. "Equally as important, we expect Steelcase to maintain a strong liquidity profile and a measured shareholder return policy through different economic cycles," he noted. Rating upgraded: $250 million 6.375% senior unsecured notes, due February 2021 to Baa3 from Ba1 (LGD 4, 59%); Ratings withdrawn: Corporate Family Rating at Ba1; Probability of Default Rating at Ba1-PD; Speculative Grade Liquidity rating at SGL-2 RATINGS RATIONALE Steelcase's Baa3 senior unsecured rating reflects its leading market share in office furniture, good size with revenue of about $3 billion, good end market diversification, and good geographic diversification throughout the U.S. and Europe. The rating incorporates Steelcase's good and improving credit metrics with debt/EBITDA under 2.5 times and EBITA margins approaching 7%. Better than typical credit metrics are needed for a given rating category because of Steelcase's earnings and cash flow volatility. Moody's expects Steelcase to maintain a measured shareholder return policy, while considering its history of aggressive shareholder returns. Steelcase's significant European exposure and weakness in its EMEA business constrains the rating, although this also provides an opportunity for growth when the European economy improves and the company completes its European transformation strategy. The stable outlook reflects Moody's view that Steelcase will maintain a strong liquidity profile and a measured shareholder return policy through different economic cycles. An upgrade is not likely in the near term given the uncertainty in the company's EMEA and Asia businesses. Over the longer term, the rating could be upgraded if Steelcase's revenue meaningfully increases, its operating performance continues to improve and credit metrics are sustained at strong levels. For an upgrade to be considered, Steelcase will need to maintain retained cash flow/net debt of at least 40% and strong EBITA margins. Maintaining a strong liquidity profile and stable shareholder policy is also necessary for an upgrade to be considered. A downgrade is unlikely in the near to mid-term because of Steelcase's good operating performance and credit metrics. Aggressive shareholder returns combined with degradation in liquidity could spur a downgrade. A significant and sustained deterioration in earnings could also spark a downgrade as could a material decline in credit metrics. Key credit metrics which could prompt a downgrade are retained cash flow/net debt persistently below 25% or low single digit EBITA margins. The principal methodology used in rating Steelcase was the Global Consumer Durables rating methodology published in October 2010. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website. Steelcase is a designer, marketer and manufacturer of office furniture headquartered in Grand Rapids, Michigan. The company sells its products through various channels including independent dealers, company-owned dealers and directly to end users and governmental units. Revenues for the twelve months ended November 2013 approximated $2.9 billion. TRILITO INC: Case Summary & 3 Unsecured Creditors ------------------------------------------------- Debtor: Trilito, Inc. PO Box 364561 San Juan, PR 00936 Case No.: 14-00173 Chapter 11 Petition Date: January 14, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Mildred Caban Flores Debtor's Counsel: Carlos Rodriguez Quesada, Esq. LAW OFFICE OF CARLOS RODRIGUEZ QUESADA PO Box 9023115 San Juan, PR 00902-3115 Tel: 787 724-2867 E-mail: cerqlaw@coqui.net Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Segundo Cardona, president & secretary. List of Debtor's three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bayside Contractors, Inc. $1,412,739 P.M.B. 330, 138 Winston Churchill Ave, San Juan PR 00926-6013 Scotia Bank First Mortgage $25,852,904 Scotia Tower 290 Jesus T. Pinero Ave San Juan, PR 00918 eal Estate Center Corp. $100,000 Po Box 360953 San Juan, PR 00936-0953 UNIFIED 2020: Hortons et al. Join In Objections to Plan Outline --------------------------------------------------------------- Terry Horton, Sammie Horton, Jason Keen, Demetrius Loukas, M.D., VTL Investments GP, LLC and VTL Investments, Ltd., join in and adopted objections filed by United Central Bank and Orange Business Services US, Inc., to the disclosure statement accompanying Unified 2020 Realty Partners, LP's Second Amended Plan of Reorganization. As reported in the Dec. 17, 2013 edition of the TCR, UCB, the largest creditor and sole "major" secured creditor asserting a secured claim of at least $16 million to $17 million, says the Second Amended Plan is not confirmable because it fails to satisfy all of the provisions of Section 1129 and therefore, approval of the Second Amended Disclosure Statement should be denied. OBS, like UCB, says the Second Amended Disclosure Statement does not cure the deficiencies of the earlier versions, as it neither describes a confirmable plan nor provides sufficient information. OBS, the largest unsecured creditor, points out that while the Debtor characterizes most creditor claims (including OBS's claim) as "unimpaired," it intends to punt responsibility for handling OBS's claim to the stalking horse buyer. The hearing was originally slated for December but the Debtor sought a continuance of the hearing until mid-January to pave the way for settlement discussions. The Hortons, et al., are represented by: Evan Lane Van Shaw, Esq. LAW OFFICES OF VAN SHAW 2723 Fairmount Street Dallas, Texas 75201 Tel: (214) 754-7110 Fax: (214) 754-7115 The Chapter 11 Plan According to the Second Amended Disclosure Statement filed Nov. 26, 2013, the Plan is premised on the sale of substantially all of the Debtor's assets through a court-approved sale process. AGT Global Holding, LLC, as successor in interest to Moms Against Hunger, has agreed to enter in to an asset purchase agreement, pursuant to which it will serve as the stalking horse bidder for the assets. Absent higher and better offers, AGT will purchase the assets for $38.7 million, comprising (i) payment of a cash purchase price of $23.5 million, (ii) assumption of certain liabilities, including the assumption in full of the allowed unsecured interlocutory order claim of Orange Business Services US Inc. in the amount of $15.2 million. AGT's bid will be subject to higher and better offer but, in no event, will the aggregate consideration to be paid in excess of AGT's stalking horse bid be less than $250,000. In the event AGT is not the successful bidder at the auction, then AGT will receive a break-up fee of $706,397 (3% of the cash portion of the purchase price) and expense reimbursement capped at $150,000. The Debtor has been advised that the trustee, Daniel J. Sherman, intends to engage the services of a professional real estate firm to advertise, and market the assets, including creating an electronic data room for inspection by prospective bidders who desire to participate in the auction. The Debtor is proposing a full-payment plan. Under the Plan: -- Administrative claims estimated at $500,000, fee claims and priority tax claims of $688,000 will be paid in full. -- The secured claims of Property Tax Solutions Inc. (owed $1.05 million claim, United Central Bank (owed $14.9 million), and Ray Mackey (owed $9,750) are unimpaired and they will recover 100%. -- Unsecured creditors (estimated at $516,000) will receive cash in an amount sufficient to render these claims unimpaired and thus will recover 100%. -- The allowed unsecured interlocutory order claim of Orange Business Services US, Inc., in the amount of $15.2 million will be assumed by the stalking horse bidder and is unimpaired. -- Equity holders will retain their interests. Pursuant to the Plan, $500,000 from the sale proceeds will be used to fund the wind down of the Debtor. A copy of the Disclosure Statement dated Nov. 26, 2013, is available for free at: http://bankrupt.com/misc/Unified_2020_2nd_Am_DS.pdf http://bankrupt.com/misc/Unified_2020_2nd_Am_DS_part2.pdf About Unified 2020 Realty Unified 2020 Realty Partners, LP, was formed in November 2007 to own the real property and improvements located at 2020 Live Oak Street, in Dallas, Texas. The property is comprised of a 12-story office building and an adjacent three-story parking garage and annex. Unified 2020 filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in Dallas on May 6, 2013. The petition was signed by Edward Roush as president of general partner. Judge Stacey G. Jernigan presides over the Chapter 11 case. In its schedules, the Debtor disclosed $280,178,409 in assets and $46,378,972 in liabilities. Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at the Law Office of Arthur Ungerman, in Dallas, Texas, represent the Debtor. Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent United Central Bank. The Debtor consented to the appointment of a trustee, and on Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11 trustee. Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P. serves as general bankruptcy counsel to the trustee. The Debtor obtained permission from the Bankruptcy Court to proceed with the pursuit of its disclosure statement and plan, in tandem or parallel with any effort by the trustee to propose a plan. VARISH DEVELOPMENT: Case Summary & 3 Unsecured Creditors -------------------------------------------------------- Debtor: Varish Development, LLC 1860 Baltimore Pike, Ste. 1 Gettysburg, PA 17325 Case No.: 14-00144 Chapter 11 Petition Date: January 14, 2014 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Mary D France Debtor's Counsel: Robert L Knupp, Esq. SMIGEL, ANDERSON & SACKS, LLP 4431 North Front St., 3rd Flr. Harrisburg, PA 17110 Tel: 717 234-2401 Fax: 717 234-3611 E-mail: pmcbride@sasllp.com Total Assets: $3.30 million Total Liabilities: $771,512 The petition was signed by Thomas E. Varish, manager. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/pamb14-144.pdf VERMILLION INC: To Offer 2.3MM Shares Under 2010 Incentive Plan --------------------------------------------------------------- Vermillion, Inc., filed a Form S-8 registration statement to register 2,300,000 shares of common stock issuable under the Company's Amended and Restated 2010 Stock Incentive Plan. The proposed maximum aggregate offering price is $5.8 million. A Registration Statement on Form S-8 was filed with the SEC on May 28, 2010, covering the registration of 1,322,983 shares of Common Stock under the Plan. A copy of the Form S-8 prospectus is available for free at: http://is.gd/wqPBKu About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. Vermillion incurred a net loss of $7.14 million in 2012, as compared with a net loss of $17.79 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $15.08 million in total assets, $4.84 million in total liabilities, and stockholders' equity of $10.25 million. BDO USA, LLP, in Austin, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit, all of which raise substantial doubt about the Company's ability to continue as a going concern. VIGGLE INC: To Offer $57.5 Million Worth of Common Shares --------------------------------------------------------- Viggle Inc. filed with the U.S. Securities and Exchange Commission a preliminary Form S-1 prospectus relating to the offering of an undertermined number of shares of common stock for a proposed maximum aggregate offering price of $57.5 million. The Company's common stock is currently quoted on the OTCQB marketplace and trades under the symbol "VGGL." The last reported sale price of the Company's common stock on the OTCQB marketplace on Jan. 6, 2014, was $0.50 per share, or $40.00 per share after giving effect to the reverse stock split. The Company will apply to list its common stock on the Nasdaq Capital Market and expect that listing to occur concurrently with the closing of this offering. As part of this offering, Sillerman Investment Company II LLC, an entity affiliated with Robert F.X. Sillerman, the Company's executive chairman, chief executive officer, director and principal stockholder, has indicated an interest in purchasing up to __ percent (__%) of the shares in this offering, at the public offering price. As of Jan. 7, 2014, Mr. Sillerman, together with the other directors, executive officers and affiliates, beneficially own 7,487,244 of the outstanding shares of the Company's common stock, representing approximately 80.2 percent of the voting power of the outstanding shares of the Company's common stock, after giving effect to the reverse stock split and recapitalization. A copy of the Form S-1 prospectus is available for free at: http://is.gd/ztK7Zp About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle incurred a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013, as compared with a net loss of $96.51 million on $1.73 million of revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $16.06 million in total assets, $36.26 million in total liabilities, $36.83 million in series A convertible redeemable preferred stock, and a $57.04 million total stockholders' deficit. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2013, has deficiencies in working capital and equity that raise substantial doubt about its ability to continue as a going concern. W.R. GRACE: Court OKs Additional Services by Blackstone ------------------------------------------------------- Judge Kevin Carey authorized Blackstone Group L.P. to provide additional services to W.R. Grace & Co. in connection with the Debtor's acquisition of Dow Chemical Co.'s polypropylene licensing and catalysts business. W.R. Grace will pay Blackstone a fee payable in cash in the amount of 1% of the purchase price it paid for the business, and will reimburse the firm for its work-related expenses. Last year, W.R. Grace signed an agreement with Dow to acquire the business for $500 million. The acquisition, which was completed last month, includes UNIPOL(TM) polypropylene process technology, making the chemical manufacturer the second largest polypropylene licensor in the world based on installed capacity. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: Towers Watson Approved as FCR Consultant ---------------------------------------------------- U.S. Bankruptcy Judge Kevin Carey gave Roger Frankel the go-signal to hire Towers Watson Delaware Inc. as his actuarial consultant. Mr. Frankel tapped the firm in connection with his appointment as legal representative for victims of asbestos exposure who may file claims against W.R. Grace & Co. and its affiliated debtors. Towers Watson will provide analyses and estimations of payment percentages for the trust that was created to pay asbestos-related claims. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: Court Approves Advisors' Fees for April-June 2013 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware issued an order approving the quarterly fee applications of firms employed in the Chapter 11 cases of W.R. Grace & Co. and its affiliated debtors. The court order authorized the chemical manufacturer to pay each of the firms 100% of its fees and expenses incurred during the period April 1 to June 30, 2013. All fees and expenses paid are subject to final allowance by the bankruptcy court, according to the court order. A schedule of the fees and reimbursements is available for free at http://is.gd/KpATUV About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: Amends Schedule of Liabilities ------------------------------------------ W.R. Grace & Co.-Conn. filed an amended schedule of liabilities containing the names of creditors holding unsecured non-priority claims against the company. The amended schedule shows that creditors assert a total of $58,828 in unsecured non-priority claims against W.R. Grace & Co.-Conn. Reed Smith LLP holds a claim in the amount of $27,182 against the company. A copy of the amended Schedule F is available without charge at http://bankrupt.com/misc/Grace_AmendedFofWRGC.pdf About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). WATERJET HOLDINGS: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating (PDR) to Waterjet Holdings, Inc. The company manufactures waterjet cutting systems and related equipment through its subsidiary KMT Holdings (KMT) which was acquired in August 2013, and Flow International (Flow) which is expected to be acquired in January 2014. Moody's also assigned a B2 rating to Waterjet's $200 million Senior Secured Notes offering, the proceeds of which are expected to fund the acquisition of Flow International, a competitor. The ratings outlook is Stable. Assignments: Issuer: Waterjet Holdings, Inc. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Regular Bond/Debenture, Assigned B2 (LGD4, 55%) Outlook, Stable RATINGS RATIONALE The B2 CFR is constrained by Waterjet's modest scale ($365 million revenue), significant acquisition integration risk (combining two similar sized companies), and the small penetration of the waterjet technology in global manufacturing. These are offset by the company's very strong market position, significant recurring revenue base (approximately 47% revenue from aftermarket sales), moderate leverage, and Moody's expectation for continued strong free cash flow generation. For its size, geographic diversification is strong with about 50% revenue from North America, followed by Europe and Asia. Pro forma for the issuance, Waterjet's pro-forma financial profile is strong for the rating category, including an estimated 4.4x adjusted debt to EBITDA 2.1 EBITA to interest, and mid teen percent EBITDA margins. Modest capital expenditure requirements should lead to mid single digit percent free cash flow to debt, though no material debt reduction is expected. The B2 rating assigned to the proposed $200 million senior secured notes offering reflects the notes' second lien claim on the ABL collateral which Moody's estimates as over half the company's tangible assets. Moody's expects Waterjet to maintain a good liquidity profile over the next 18 months supported by stable free cash flow generation. Moody's expects little ongoing usage of the $50 million unrated ABL. The terms of the ABL and Notes, respectively, are anticipated to be covenant lite but incorporate a springing total net leverage in effect when ABL availability decreases below $10 million for five consecutive business days. A smooth integration of the two businesses leading to EBITA to Interest exceeding 3.0x and Debt to EBITDA lower than 3.5x, on a sustainable basis could lead to higher ratings. EBITA to interest decreasing below 2.0x and Debt to EBITDA over 5.0x, or significant operational missteps related to the integration of KMT and Flow International could lead to lower ratings. The stable rating outlook reflects Moody's anticipation of low single digit percent revenue growth and about 100 basis points EBITDA margin improvement in 2014. Little customer loss is anticipated with the combination of the two large waterjet cutting companies as customer overlap is modest. The principal methodology used in this rating was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies. Kansas based WaterJet Holdings is owned by funds affiliated with American Industrial Partners ("AIP") comprising KMT Holdings and Flow International. WaterJet is a leading manufacturer of waterjet cutting components and fully integrated systems, including pumps, cutting heads, robotic cutting systems, surface preparation equipment, and software. Pro forma for the acquisition, the company generated $365 million in LTM sales as of September 30, 2013. WESLEY HARMON LIVING: Assets to Be Auctioned Off March 24 --------------------------------------------------------- Property of The Wesley Harmon Living Trust, Dated April 9, 2010, will be sold at public auction to the highest bidder at the office of the Trustee, Wayne L. Gardner, at 1930 North Arboleda, Ste. 201, Mesa, AZ 85213 on March 24, 2014 at 11:00 a.m. The property is located at 17998 S 186th St Queen Creek, AZ 85142, and is being sold in partial satisfaction of $650,000 in debt owed to James Sabatinos and Gwethlyn Sabatinos at 4680 Country Garden Rd., in Billings, MT 59105. There is no warranty relating to title, possession, quiet enjoyment or the like in this disposition of the Collateral. For sale information, visit http://www.mkconsultantsinc.com/ The Trustee may be reached at: Wayne L. Gardner, Esq. GUNDERSON, DENTON, & PETERSON, P.C. Tel: 480-655-7440 E-mail: wayne@gundersondenton.com WESTERN FUNDING: Opposes Committee Bid to Tap Amherst ----------------------------------------------------- Western Funding Incorporated and its debtor-affiliates last month filed an opposition to the application by the Official Committee of Unsecured Creditors to employ Amherst Consulting, LLC, as investment banker, nunc pro tunc to Nov. 26, 2013. The Debtors note that on Dec. 6, 2013, they filed their amended application to employ FTI Consulting Inc. as investment bankers, nunc pro tunc to Oct. 3, 2013. The Debtors say that FTI has been working with the Debtors for more than three months, first as interim financial advisors, and for the last two months, as proposed investment bankers. The Debtors in a Dec. 6 filing questioned how Amherst could realistically bring any value to the process given that the auction for the Debtors' main portfolio was slated to be auctioned by Dec. 18, and Amherst has never even done a site visit or had any significant conversations with the Debtors' management as of Dec. 6. Such a short time prior to the auction simply does not allow a brand new investment banker any real time to get familiarized with the Debtors' specific automobile loan portfolio and business. The Debtors aver that the additional administrative expense posted by the Amherst application is duplicable and unnecessary. About Western Funding Inc. Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on Sept. 4, 2013, after its own lender said the company broke borrowing promises made last year. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor. Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm represents the Official Committee of Unsecured Creditors. In its schedules, Western Funding disclosed $48,513,558 in total assets and $44,443,913 in total liabilities. Western Funding is jointly administered with Western Funding Inc. of Nevada, and Global Track GPS, LLC. Western Funding Inc. is the lead case. As reported by the TCR on Nov. 22, 2013, the Debtors filed a proposed Chapter 11 plan that contemplates the transfer of equity interests to Carfinco Financial Group, Inc., absent higher and better offers at a court-sanctioned auction. YRC WORLDWIDE: Moody's Affirms Caa3 CFR & Alters Outlook to Neg. ---------------------------------------------------------------- Moody's Investors Service has affirmed the Caa3 Corporate Family Rating ("CFR") for YRC Worldwide Inc., lowered the Probability of Default Rating ("PDR") to Caa3-PD and changed its outlook from positive to negative. This rating action follows YRCW's announcement that the ratification vote by union members on a proposed amendment and extension of its Memorandum of Understanding ("MoU") was unsuccessful. Ratings Rationale On Jan. 9, 2014, YRCW announced that the ratification vote by members of the International Brotherhood of Teamsters ("IBT") on a proposal to amend and extend the company's existing MoU was unsuccessful. According to YRCW, the proposal would have generated cost savings of $100 million annually, once fully implemented. Furthermore, a positive outcome of the ratification vote was an integral condition in an agreement that the company reached in December with certain holders of the company's Series A Convertible Notes, Series B Convertible Notes, and certain other institutional investors to raise the equivalent of $300 million of new equity. Together with planned new financing in senior debt markets, the MoU proposal and the agreement to raise new equity formed the cornerstones of YRCW's planned refinancing of its current capital structure. A successful completion of this refinancing strategy would have enabled the company to resolve its near-term liquidity pressure from an aggregate amount of debt maturing in 2014 and 2015 of approximately $400 million and $670 million, respectively. As YRCW is heavily reliant on uncommitted external sources of financing to meet its near-term cash requirements, Moody's has downgraded YRCW's liquidity rating from SGL-3 to SGL-4. The first debt obligation that matures is $69.4 million principal amount of the company's 6% Convertible Notes due February 15th. The unsuccessful outcome of the MoU ratification vote has made YRCW's funding needs therefore particularly acute. The negative outlook reflects the challenges that YRCW now faces in either reaching an agreement with the IBT on a modified proposal, or in obtaining alternative sources of funding for the $69.4 million maturity on February 15th, both within a very short time frame. In view hereof, Moody's has also lowered YRCW's PDR from Caa2 to Caa3. Notwithstanding these challenges, management has demonstrated resolve in its efforts to achieve a sustainable capital structure for YRCW, and, given the risks involved for all stakeholders, a favorable resolution prior to February 15th remains within the realms of possibility. Such an agreement could involve funding solutions that Moody's would deem a distressed restructuring, even though the ultimate effect would be beneficial to the company's future credit profile. Moody's will reassess its outlook as concrete steps towards a resolution are announced. The negative outlook takes into account YRCW's current precarious liquidity profile, as well as the company's credit metrics that remain weak, despite the progress that management has made in recent years in improving operating performance. This weakness stems in large part from elevated debt levels and associated interest expenses. Included in the company's liabilities are significant obligations for operating leases and pension liabilities. With debt adjustments in relation to YRCW's pension liabilities representing more than 40% of YRCW's total debt, Moody's estimates Debt to EBITDA to be 8.4 times, for the last twelve months ending in September 2013. Issuer: YRC Worldwide Inc. Affirmations: Corporate Family Rating, Affirmed Caa3 Downgrades: Probability of Default Rating, Downgraded to Caa3-PD from Caa2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Outlook Actions: Outlook, Changed To Negative From Positive Unchanged Ratings: Senior Unsecured Conv./Exch. Bond/Debenture Aug 8, 2023, Ca (LGD5, 71% from LGD5, 88%) The principal methodology used in this rating was the Global Surface Transportation and Logistics Companies published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. YRC Worldwide Inc. is a provider of transportation services and has one of the largest less-than-truckload ("LTL") transportation networks in North America. The company operates through two segments: YRC Freight, which focuses on longer haul LTL shipments, and YRC Regional, which focuses on more regional, next-day and time-sensitive services. * Bankruptcy Inadmissible to Show Motive for Stealing ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Miranda M. Du in Reno ruled last week that someone's bankruptcy two years earlier is irrelevant and inadmissible as evidence to show "struggling financial condition" or a motive to steal. The report related that a man was indicted for stealing federal grant money. As a defense, he tried to show the theft was committed by a bookkeeper and sought to cross-examine the bookkeeper about her bankruptcy two years before. Judge Du refused to allow the evidence, reciting the rule that otherwise relevant evidence is inadmissible "if its probative value is substantially outweighed by the danger of unfair prejudice," the report related. She added that a bankruptcy two years before the theft is not relevant to show the bookkeeper was "struggling financially or had motive to steal." The case is U.S. v. Stickler, 12-00120, U.S. District Court, District of Nevada (Reno). * Ezra Brutzkus Gubner Comments on Law v. Siegel Case ----------------------------------------------------- The following is a statement from Law v. Siegel Counsel of Record, Steven T. Gubner, Managing Partner Ezra Brutzkus Gubner LLP: Bankruptcy issues can be thorny, dry, and seldom make their way to the Supreme Court of the United States. One thing was made evident on Jan. 13 by the impressive performance by Neal Katyal, who handled the oral argument for Alfred Siegel, Chapter 7 Trustee, who states "based on the gross misconduct of Mr. Law, and when monetary sanctions (which remain unpaid even today) were ineffective, Bankruptcy Courts were left with only one solution: to surcharge Mr. Law's exempt property for the time and expense incurred addressing his post-filing activity." Law v. Siegel highlights the fact that Bankruptcy Courts need mechanisms to enforce the underlying spirit of the Bankruptcy Code on debtors that file with only exempt property. Section 105(a) provides this mechanism to force bankrupt debtors, with assets that only represent exempt property, to follow the law of the land, and otherwise comply with Bankruptcy Court orders. Section 105(a), which is sparingly used, was clearly designed by the drafters of the Bankruptcy Code to handle unforeseen situations, exactly like Mr. Law's conduct in this case. For courts of equity to do equity they must be allowed the flexibility to address unforeseen complications while still accomplishing just and fair results. * Fla. S.C. Rejects Restriction on Receiverships ------------------------------------------------ David E. Peterson, of the firm Lowndes, Drosdick, Doster, Kantor & Reed, P.A., posted an article at The National Law Review database saying that the Florida Supreme Court recently considered in Granada Lakes Villas Condominium Ass'n, Inc. v. Metro-Dade Investments Co., 38 Fla. L. Weekly S777 (Fla. 2013), the question of what circumstances permit a Florida court to appoint a receiver for a condominium association. In that case, the lower court had determined that a receivership would indeed be helpful to the court, but concluded that it had no power under Chapter 718 (governing condominiums) to appoint a receiver. The lower court found that Chapter 718 enumerated certain instances when the court may appoint a receiver, including failure of the association to elect enough directors to establish a quorum, failure of the association to act after a natural disaster, and the need to liquidate the association. The lower court reasoned that because the statute itemized only these few grounds for appointment of a receiver, the court could not appoint a receiver unless one of these grounds was applicable. However, the Appellate Court reversed, and the Supreme Court agreed with the Appellate Court that the fact that the statutes list certain grounds for the appointment of a receiver does not mean that appointment of a receiver is unavailable unless one of those grounds is applicable. The Supreme Court noted that the receivership remedy is available in equity even without statutory authority, and that the principles of equity would authorize the court to appoint a receiver under a broader range of circumstances than those specified by the statutes. The Supreme Court also stated that the statutory grounds for the appointment of a receiver were intended to expand the power of the court to appoint a receiver in the case of a condominium association -- not to restrict the power of the court. The Court therefore concluded that the lower court did have the power to appoint a receiver, even though the statutory grounds for the appointment of a receiver were absent. The case is helpful not only in the context of condominium association litigation, but in many other instances where receivers might be appointed. Receivers can be useful when there is a need to compel an entity to do something other than mere payment of a monetary obligation. By emphasizing the broad availability of the remedy in equity, the Granada Villas case will make it easier to obtain appointment of a receiver. * Supreme Court Hears Case to Limit Equity Powers ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Supreme Court heard arguments over whether a bankruptcy court can take away property that an individual bankrupt otherwise would be entitled to keep to make up for costs resulting from the bankrupt's bad behavior. According to the report, the Supreme Court, on Jan. 13, in Law v. Siegel was asked to determine whether a bankruptcy court, traditionally a court of equity, can depart from the commands of a statute in search of a result that seems proper in the circumstances. The case involves Stephen Law, a bankrupt who owned a home worth $360,000. Aside from a valid first mortgage for $150,000, there was a fictional $160,000 second mortgage that the bankruptcy court said Law invented to protect value in the property beyond the $75,000 homestead exemption permitted by California law, Mr. Rochelle related. Justice Elena Kagan summed up the case when she told the trustee's lawyer that the facts were all on his side, Mr. Rochelle further related. The question, she said, was whether "you have the law on your side." Justice Sonia Sotomayor asked how a court could do something a statute doesn't permit, the report added. The case is Law v. Siegel, 12-5196, U.S. Supreme Court (Washington). * Alliance Survey Highlights Growing Complexity of Business Risks ----------------------------------------------------------------- Business interruption (BI) and supply chain, natural catastrophes and fire/explosion top the list of company risks in 2014, according to the third annual Allianz Risk Barometer, which surveyed over 400 corporate insurance experts from 33 countries. The survey conducted by Allianz Global Corporate & Specialty SE (AGCS) highlights the increasing complexity of business risks, including a combination of new technological-, economic- and regulatory-related risks, potentially creating a systemic threat for businesses. Allianz suggests that companies can respond to these growing challenges through stronger internal controls, combined with a holistic approach to risk management. Hugh Burgess, CEO of Allianz Global Corporate & Specialty North America, commented: "Companies are increasingly concerned about the interconnectivity between different risks and their business continuity plans need to account for an escalating variety of risk scenarios, including the sometimes hidden incidental effects. For example, a natural catastrophe such as Superstorm Sandy in 2012 resulted in wind damage, power outages, and IT-system failures that in turn led to substantial business interruptions." Top two risks generate highest losses Business interruption and supply chain losses represent the number one concern for businesses around the globe, including in the U.S. where 61 percent of participants identified them as the top business risk in 2014. These risks account for around 50-70% of all insured property losses, as much as $26 billion a year based on 2013 data. "Businesses in the U.S. are discovering that supply chains are becoming increasingly complex in a globalized world. Any disruption -- be it due to natural catastrophes, IT/telecommunication outages, transportation issues, a supplier's bankruptcy or civil unrest -- may lead to a snowball effect that can be devastating to their bottom line," advises Tom Varney, Regional Manager for Allianz Risk Consulting in the Americas. "Business continuity planning is critical and should be part of any risk manager's supplier selection process. However, it is no longer enough to have transparency of your most important suppliers; you also need to know how they manage their own supply chains." While BI remains the biggest threat globally for large corporations, mid-sized companies are more concerned about fire and explosion, the impact of austerity measures and credit availability. Even more costly than BI damages, insured losses from the second top risk, natural catastrophes, totalled about $38 billion in 2013 (source:Swiss Re) despite 2013 being a quiet NatCat year in the United States. A year earlier, due to a more damaging Atlantic hurricane season, NatCat losses reached $75 billion. In the United States, natural catastrophes ranked second as a business risk in 2014 at 58 percent followed by fire at 24 percent. Loss of reputation or brand value ranks as one of the top ten risks for the first time in 2014 as the fourth most frequently cited business risk for U.S. companies. Rounding out the top five risks in the U.S. is cyber crime, which also includes IT failures and espionage. Cyber and other interlinked emerging risks on the forefront According to Allianz experts, heightened risk awareness in 2014 is around cyber and loss of reputation issues. Cyber is the biggest mover in this year's Risk Barometer climbing up to rank 8, while reputation moved up to rank 6 globally. Many of the top 10 risks in the Barometer are closely interconnected with a potential cumulative effect, particularly changes in legislation, cyber risk and loss of reputation. The increasingly interconnected risk environment also requires enhanced skills for corporations as well as their insurers. Concern regarding talent shortages is viewed as a growing risk globally, and most notably in emerging economies. According to Hugh Burgess, "Developing talent through selective recruitment and ongoing training is a top priority for Allianz. Our engineers, underwriters and claims specialists have deep expertise in our specialized fields of marine, energy, aviation, property & casualty and construction." About Allianz Global Corporate & Specialty Allianz Global Corporate & Specialty SE (AGCS) is the Allianz Group's dedicated carrier for corporate and specialty insurance business. AGCS provides insurance and risk consultancy across the whole spectrum of specialty, alternative risk transfer and corporate business: Marine, Aviation (incl. Space), Energy, Engineering, Financial Lines (incl. D&O), Liability and Property insurance (incl. International Insurance Programs). AGCS Americas has over 900 employees across 20 major cities in the U.S., Canada and Mexico with head offices in New York and Chicago. The Company's engineers, underwriters and claims specialists have deep expertise in insurance and risk management in marine, aviation, energy, property, casualty and construction, with gross premiums in the Americas totaling $1.8 billion in 2012. Worldwide, AGCS -- http://www.agcs.allianz.com-- operates in 28 countries with own units and in more than 160 countries through the Allianz Group network and partners. It employs more than 3,500 people and provides insurance solutions to more than half of the Fortune Global 500 companies, writing a total of EUR5.3 billion gross premium worldwide annually (2012). AGCS is rated AA by Standard & Poor's and A+ by A.M.Best (November 2013). * ILR Outlines Reforms to Curb Abusive Asbestos Suits in West Va. ----------------------------------------------------------------- A new report released on Jan. 14 by the U.S. Chamber Institute for Legal Reform (ILR) finds that court rules designed to bring fairness and balance to asbestos litigation in West Virginia have been ignored, contributing to the state's poor legal environment. Obstacles to Fair Trial: Asbestos Cases in West Virginia outlines how the state incentivizes settlements of even questionable lawsuits by confronting businesses with an overwhelming number of cases coming to trial at the same time, making it extremely difficult to defend cases. The report shows that asbestos docket judges' failure to enforce established procedures creates a system tilted against defendants and has encouraged a flood of suspect claims in the state. ILR's report outlines meaningful reforms that West Virginia can make, including reducing the number of cases prepared for trial simultaneously, fully enforcing existing court rules, and adopting legislation that would require plaintiffs' lawyers to disclose asbestos bankruptcy trust filings to defendants sued in court. "West Virginia's attempts to bring balance and fairness to asbestos litigation through court rules have fallen flat because judges haven't effectively enforced them," said ILR President Lisa A. Rickard. "The courts must enforce the rules they've put in place. If they can't or won't, the state legislature should act to ensure there's fairness in the system." Starting in the early 2000s, the West Virginia Circuit Court in Kanawha County, which handles many of the state's asbestos cases, adopted a series of rules seeking to better manage its docket and provide a more just trial system. However, plaintiffs' lawyers consistently defy those rules. ILR seeks to promote civil justice reform through legislative, political, judicial, and educational activities at the national, state, and local levels. The U.S. Chamber of Commerce is the world's largest business federation representing the interests of more than 3 million businesses of all sizes, sectors, and regions, as well as state and local chambers and industry associations. * Chris Ricciardi & Doug Laux Join GrizzlyRock's Management Team ---------------------------------------------------------------- GrizzlyRock Capital , an alternative asset management firm seeking to deliver exemplary risk-adjusted returns to investors via opportunities across credit and equity markets, has strengthened its management team by appointing Chris Ricciardi, CAIA as Managing Partner and Head of Business Development and Doug Laux, CPA as Chief Financial Officer. "As we begin our third year of operations, Doug and Chris' expertise in institutional-quality asset management firms and building robust, client focused businesses will be invaluable to our clients," said Kyle Mowery, GrizzlyRock Managing Partner and Portfolio Manager. "Since inception, we have been building both a world-class alternative asset management firm and client-focused, differentiated investment products. [Tues]day's announcement is another step towards fulfilling our mission." GrizzlyRock utilizes rigorous fundamental research and due diligence to invest in mispriced securities. The team invests both long and short in corporate securities in the equity and credit markets which it feels are substantially mispriced. The result is a portfolio composed of high- conviction value-and event-driven equity investments and high-yield credit securities. "GrizzlyRock believes investment management is, at its core, all about risk management," said Mr. Ricciardi. "Doug and I share this investor-centric mindset, and we look forward to continuing GrizzlyRock's commitment to pursuing attractive risk-adjusted returns in high- yield corporate credit and equity securities." Mr. Ricciardi has spent more than eight years working in the alternative investment space, and joins GrizzlyRock after serving as Director of Strategic Relationships for Altegris Investments. During his time at Altegris, he focused on distributing private and public investment solutions to professional investors, wealth managers, banks and financial services platforms. Earlier in his career, Mr. Ricciardi co-founded Herron Capital Management, a registered commodity trading advisor and introducing broker. Mr. Laux brings to GrizzlyRock extensive knowledge of private and public companies, balance sheet and operational restructuring, initial public offerings, bankruptcy situations and mergers and acquisitions. He spent 20 years at Ernst & Young in Chicago, where he was a partner for nine years. Mr. Laux has also served as CFO of a variety of businesses, including ANC Rental, the holding company for Alamo and National Car Rental. Mr. Ricciardi and Mr. Laux will work closely with Mr. Mowery, who founded GrizzlyRock in 2012, and Saidal Mohmand, Vice President of Investment Research. Mr. Mowery began his career as an analyst at fund of hedge funds PAAMCO, and later made investments in media and telecommunications companies at McDonnell Asset Management, now T.H. Lee Senior Credit Strategies. Mr. Mowery later joined the middle-market leveraged finance team at BMO Capital Markets, where he evaluated and managed funding for private companies across industries such as general industrials, business services, consumer goods and healthcare. Mr. Mohmand began his career on the research team at Greenleaf Trust in Michigan, where he covered the banking, railroad and technical services industries. Before joining GrizzlyRock, he was part of Fifth Third Bank's leveraged finance team in Chicago, where he focused on credit research and fundamental analysis. About GrizzlyRock Capital GrizzlyRock Capital -- http://www.grizzlyrockcapital.com-- is an alternative asset management firm seeking to deliver exemplary risk-managed returns to investors via opportunities across credit and equity markets. The firm takes a value-investing approach to security selection, relying on rigorous fundamental analysis to identify dramatically mispriced corporate securities from the entire capital spectrum. The firm acts as a committed partner to investors, making investments with meticulous attention to risk management and downside protection. Based in Chicago and established in 2012, GrizzlyRock believes that every mispriced security must meet stringent criteria to warrant an investment. Therefore, GrizzlyRock's portfolio is a best-ideas investment compilation. GrizzlyRock's team consists of highly skilled and experienced professionals who are well-versed in a variety of asset classes and industries. * Michael Scodro Joins Jenner & Block's Chicago Office as Partner ----------------------------------------------------------------- Jenner & Block LLP on Jan. 14 disclosed that Illinois Solicitor General Michael A. Scodro will be joining the firm as a partner in the Appellate and Supreme Court Practice in its Chicago office, effective Monday, January 27. As the Illinois Solicitor General for the past 6 1/2 years, Mr. Scodro oversaw the civil and criminal appeals divisions of the Attorney General's Office and has argued on behalf of the State in the U.S. Supreme Court, Illinois Supreme Court, U.S. Court of Appeals for the Seventh Circuit and Illinois Appellate Court. He has supervised more than 40 attorneys in appeals where the state was a party. He also advised the Illinois Attorney General on constitutional and other significant legal issues. In this capacity, Mr. Scodro was a leader in coordinating with other state attorneys general's offices across the country in the preparation and filing of multi-state amicus briefs in the U.S. Supreme Court, bringing Illinois to the forefront among the states in this area of Supreme Court advocacy. "Michael's experience in arguing cases before federal and state appellate courts is considerable and further enhances the firm's capabilities in this area," said Susan C. Levy, Jenner & Block's Managing Partner. "We are eager to have him join us." Illinois Attorney General Lisa Madigan called Michael "an exemplary solicitor general." She added: "He excels as a writer and editor and has proven to be an extraordinary oral advocate before the U.S. Supreme Court and other federal and state courts, and he has been a trusted advisor on a range of legal issues. Mike will be greatly missed in our office." Mr. Scodro will leverage his significant appellate litigation experience to further build Jenner's presence as a destination for appellate representation. The firm is confident that he will easily become the trusted advisor to clients, both individuals and businesses alike. "Michael is a great addition to our team," said Craig C. Martin, Co-Chair of the firm's Litigation Department. "He is a highly successful and well-respected practitioner who has argued in front of the U.S. Supreme Court as recently as the end of 2013. There is no doubt that he will further solidify our capacity to deliver what the firm is known for: first-rate litigation service." "Michael is a prolific speaker and media resource on issues surrounding appellate advocacy and the Supreme Court," said David J. Bradford, Co-Chair of the Litigation Department. "His service as state solicitor general gives him invaluable perspective, experience and credibility in all courts of review." Paul M. Smith, Chair of the firm's Appellate and Supreme Court Practice, seconded the sentiment, saying, "Michael's sterling record and experience will benefit the firm's Appellate Practice not just in Chicago, but also nationwide." In November 2013, Michael was named the first Appellate Lawyer-in- Residence at IIT Chicago-Kent College of Law's Institute on the Supreme Court of the United States (ISCOTUS). During the winter 2014 semester of his residency, Michael will discuss oral and written advocacy with first-year students and conduct a discussion on oral advocacy with Moot Court Honor Society students. Mr. Scodro joined the Illinois Attorney General's Office as Deputy Solicitor General in 2006 before being promoted to Solicitor General in 2007. Previously, he was an associate at two other law firms and an Assistant Professor of Law at Chicago-Kent College of Law. Mr. Scodro earned his J.D. from Yale Law School in 1996 and graduated summa cum laude from Dartmouth College in Government and Economics in 1993. He was Executive Editor of the Yale Law Journal and went on to serve as a law clerk for Supreme Court Justice Sandra Day O'Connor and for the Hon. Jose Cabranes of the U.S. Court of Appeals for the Second Circuit. He is a Lecturer in Law at the University of Chicago Law School, teaching a seminar on U.S. Supreme Court practice; an elected member of the prestigious American Law Institute; and secretary of the Appellate Lawyers Association. He was a member of the Special Supreme Court Committee on Illinois Evidence that developed the state's first code of evidence. Mr. Scodro has received the Supreme Court Best Brief Award four times from the National Association of Attorneys General and was honored in 2010 as one of the "40 Illinois Attorneys Under Forty to Watch" by the Law Bulletin Publishing Company. "Jenner & Block's reputation for its appellate work across the country is unsurpassed," Michael said. "I am honored to join this group." About Appellate and Supreme Court Practice Jenner & Block attorneys are well versed in the intricacies of the appeals process and know how to navigate cases effectively through the courts?no matter where they occur in the United States. The firm's attorneys have successfully argued nearly 100 cases before the U.S. Supreme Court, as well as numerous matters before the federal and state appellate courts, on a range of issues, including administrative, antitrust, bankruptcy, civil rights, communications, constitutional, copyright, employment, financial services, government contracts, immigration, patent, preemption and punitive damages. In 2013, for the fifth consecutive year, Jenner & Block was named to The National Law Journal's "Appellate Hot List" in recognition of our "precedent-setting victories" and "impressive track record overall." About Jenner & Block Jenner & Block -- http://www.jenner.com-- is a national law firm with approximately 480 attorneys and offices in Chicago, Los Angeles, New York and Washington, D.C. Celebrating its 100th anniversary in 2014, the firm is known for its prominent and successful litigation practice and experience handling sophisticated and high-profile corporate transactions. Firm clients include Fortune 100 companies, large privately held corporations, financial services institutions, emerging companies and venture capital and private equity investors. In 2013, The American Lawyer magazine named Jenner & Block to the AmLaw A-List recognizing the top 20 law firms in the country, for the second consecutive year and the fifth time overall since the ranking was established a decade ago. The firm also has been named by American Lawyer as the nation's leading pro bono firm in four of the past six years. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Alfred Anyia Bankr. C.D. Cal. Case No. 14-10085 Chapter 11 Petition filed January 7, 2014 In re Rodney Mojarro Bankr. C.D. Cal. Case No. 14-10097 Chapter 11 Petition filed January 7, 2014 In re Sierra Pacific Recycling, Inc. Bankr. N.D. Cal. Case No. 14-30022 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/canb14-30022.pdf represented by: Gregory A. Rougeau, Esq. GREENFIELD, SULLIVAN, DRAA & HARRINGTON, LLP E-mail: rougeau@mrlawsf.com In re Patrick Johannes Bankr. S.D. Cal. Case No. 14-00066 Chapter 11 Petition filed January 7, 2014 In re William Balsamo Bankr. S.D. Fla. Case No. 14-10236 Chapter 11 Petition filed January 7, 2014 In re Tysons National, Inc., a Maryland Corporation dba Tyson Buffet & Restaurant Bankr. D. Md. Case No. 14-10225 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/mdb14-10225.pdf represented by: Sharon C. Chu, Esq. LAW OFFICES OF SHARON C. CHU E-mail: sharon@sharonchulaw.com In re Alpha Asbestos Abatement, Inc. Bankr. D. N.H. Case No. 14-10028 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/nhb14-10028.pdf represented by: Eleanor Wm. Dahar, Esq. VICTOR W. DAHAR PROFESSIONAL ASSOCIATION E-mail: edahar@att.net In re Michael Mazzaglia Bankr. D. N.H. Case No. 14-10029 Chapter 11 Petition filed January 7, 2014 In re Michael and Gloria Mazzaglia Family Trust Bankr. D. N.H. Case No. 14-10030 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/nhb14-10030.pdf represented by: Eleanor Wm. Dahar, Esq. VICTOR W. DAHAR PROFESSIONAL ASSOCIATION E-mail: edahar@att.net In re Aim Properties Corp. Bankr. S.D.N.Y. Case No. 14-35021 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/nysb14-35021.pdf represented by: Ted T. Mozes, Esq. TED MOZES, PLLC E-mail: ttmozes@earthlink.net In re Joseph Frey Bankr. W.D.N.Y. Case No. 14-10025 Chapter 11 Petition filed January 7, 2014 In re Heskett Land Development Co., LLC Bankr. S.D. Ohio Case No. 14-50066 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/ohsb14-50066.pdf represented by: Matthew J. Thompson, Esq. NOBILE & THOMPSON CO., L.P.A. E-mail: lahennessy@ntlegal.com In re Michael Jackson Bankr. M.D. Pa. Case No. 14-00059 Chapter 11 Petition filed January 7, 2014 In re Samuel Segneri Bankr. W.D. Pa. Case No. 14-20064 Chapter 11 Petition filed January 7, 2014 In re Gregory Wright Bankr. W.D. Tenn. Case No. 14-10038 Chapter 11 Petition filed January 7, 2014 In re J Kun Corp. Bankr. W.D. Tenn. Case No. 14-20180 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/tnwb14-20180.pdf represented by: Ted I. Jones, Esq. JONES & GARRETT LAW FIRM E-mail: dtedijones@aol.com In re Omar's Group, Inc. fka Omar's Financial Group, Inc. Bankr. N.D. Tex. Case No. 14-30207 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/txnb14-30207.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. E-mail: eric@ealpc.com In re International Church of Overcomers, Inc. Bankr. N.D. Tex. Case No. 14-30216 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/txnb14-30216.pdf represented by: Mark Sean Toronjo, Esq. TORONJO & PROSSER LAW E-mail: ecf@t-plaw.com In re Four Tigers Group, LLC dba Ceasars Reception Hall Bankr. S.D. Tex. Case No. 14-50004 Chapter 11 Petition filed January 7, 2014 See http://bankrupt.com/misc/txsb14-50004.pdf represented by: Adolfo Campero, Jr., Esq. CAMPERO & ASSOCIATES, P.C. E-mail: acampero@camperolaw.com In re Alfred Awani Bankr. C.D. Cal. Case No. 14-10114 Chapter 11 Petition filed January 8, 2014 In re Blake Bailey Bankr. C.D. Cal. Case No. 14-10364 Chapter 11 Petition filed January 8, 2014 In re Vicente Vargas Perez Bankr. C.D. Cal. Case No. 14-10404 Chapter 11 Petition filed January 8, 2014 In re Tom Smith Development I, Inc. Bankr. S.D. Fla. Case No. 14-10386 Chapter 11 Petition filed January 8, 2014 See http://bankrupt.com/misc/flsb14-10386.pdf represented by: Julie E Hough, Esq. Polenberg, Cooper, Saunders, & Riesberg E-mail: jhough@polenbergcooper.com In re William Merlo Bankr. S.D. Fla. Case No. 14-10424 Chapter 11 Petition filed January 8, 2014 In re Eva Person Bankr. N.D. Ill. Case No. 14-00522 Chapter 11 Petition filed January 8, 2014 In re Marien Guzman Bankr. D. Mass. Case No. 14-10049 Chapter 11 Petition filed January 8, 2014 In re Allan Zane Bankr. D. Nev. Case No. 14-50027 Chapter 11 Petition filed January 8, 2014 In re Food Base Corp Bankr. E.D.N.Y. Case No. 14-70039 Chapter 11 Petition filed January 8, 2014 See http://bankrupt.com/misc/nyeb14-70039.pdf Filed Pro Se In re Georgesville Center, LLC Bankr. S.D. Ohio Case No. 14-50101 Chapter 11 Petition filed January 8, 2014 See http://bankrupt.com/misc/ohsb14-50101.pdf represented by: Joshua James Brown, Esq. THE LAW OFFICE OF JAMES BROWN, LLC E-mail: josh@joshbrownesq.com In re Felix Rodriguez Rodriguez Bankr. D.P.R. Case No. 14-00074 Chapter 11 Petition filed January 8, 2014 In re Morris Hutson Bankr. D. S.C. Case No. 14-00165 Chapter 11 Petition filed January 8, 2014 In re Jose J. Silva, M.D., P.A. Bankr. W.D. Tex. Case No. 14-30046 Chapter 11 Petition filed January 8, 2014 See http://bankrupt.com/misc/txwb14-30046.pdf represented by: E. P. Bud Kirk, Esq. E-mail: budkirk@aol.com In re Marie-Louise Pauson Bankr. W.D. Wash. Case No. 14-10121 Chapter 11 Petition filed January 8, 2014 In re EDMS, LLC Bankr. W.D. Wash. Case No. 14-10123 Chapter 11 Petition filed January 8, 2014 See http://bankrupt.com/misc/wawb14-10123.pdf represented by: Thomas D. Neeleman, Esq. THOMAS D. NEELEMAN, ESQ., L.C. E-mail: courtmail@expresslaw.com In re Jenco Properties, LLC Bankr. S.D. Ala. Case No. 14-00061 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/alsb14-00061.pdf represented by: Robert M. Galloway, Esq. GALLOWAY WETTERMARK EVEREST RUTENS & GAILLARD, LLP E-mail: bgalloway@gallowayllp.com In re Adi Halili Bankr. D. Ariz. Case No. 14-00317 Chapter 11 Petition filed January 9, 2014 In re Tap House, LLC Bankr. C.D. Cal. Case No. 14-10155 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/cacb14-10155.pdf represented by: Amid T. Bahadori, Esq. LAW OFFICES OF AMID T. BAHADORI E-mail: atb@bahadorilaw.com In re Labour of Love Church of God in Christ Bankr. E.D. Cal. Case No. 14-20196 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/caeb14-20196.pdf Filed Pro Se In re Patrick Greenwell Bankr. E.D. Cal. Case No. 14-90032 Chapter 11 Petition filed January 9, 2014 In re EG Holdings Bankr. S.D. Fla. Case No. 14-10510 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/flsb14-10510.pdf Filed Pro Se In re Donald Krihak Bankr. N.D. Ill. Case No. 14-00574 Chapter 11 Petition filed January 9, 2014 In re The Works Fun Center LLC Bankr. D. Md. Case No. 14-10367 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/mdb14-10367.pdf represented by: Taiwo A. Agbaje,Esq. AGBAJE LAW FIRM, P.C. E-mail: agbajelaw1@aol.com In re Northhaven Village, LLC Bankr. W.D. Mo. Case No. 14-40072 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/mowb14-40072.pdf represented by: Shane J. McCall, Esq. LENTZ CLARK DEINES, P.A. E-mail: smccall@lcdlaw.com In re Netcong Auto Restoration LLC Bankr. D.N.J. Case No. 14-10338 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/njb14-10338.pdf represented by: Thaddeus R. Maciag, Esq. MACIAG LAW, LLC E-mail: MaciagLaw1@aol.com In re Wilson Avenue Management Corp. Bankr. E.D.N.Y. Case No. 14-40083 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/nyeb14-40083.pdf represented by: Narissa A. Joseph, Esq. LAW OFFICE OF NARISSA JOSEPH E-mail: njosephlaw@aol.com In re Sheepless Nights, LLC Bankr. E.D.N.C Case No. 14-00176 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/nceb14-00176.pdf represented by: Jason L. Hendren, Esq. HENDREN & MALONE, PLLC E-mail: jhendren@hendrenmalone.com In re Geoffrey Edelsten Bankr. S.D. Ohio Case No. 14-30055 Chapter 11 Petition filed January 9, 2014 In re Geoffrey W. Edelsten Bankr. S.D. Ohio Case No. 14-30055 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/ohsb14-30055.pdf represented by: J. Matthew Fisher. Esq. ALLEN, KUEHNLE STOVALL & NEUMAN, LLP E-mail: fisher@aksnlaw.com In re Carolyn Matlak Bankr. W.D. Pa. Case No. 14-20117 Chapter 11 Petition filed January 9, 2014 In re Everlasting Home Health Care, Inc. Bankr. W.D. Tex. Case No. 14-50123 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/txwb14-50123.pdf represented by: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP E-mail: jwilkins@stic.net In re Arihant Trading Company, Inc. Bankr. E.D. Va. Case No. 14-10099 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/vaeb14-10099.pdf represented by: Rachael Hammer, Esq. THE BURGER LAW FIRM, PLLC E-mail: hammer@randblawgroup.com In re Patmar Properties, LLC Bankr. W.D. Wash. Case No. 14-10131 Chapter 11 Petition filed January 9, 2014 See http://bankrupt.com/misc/wawb14-10131.pdf represented by: Matthew J Cunanan, Esq. DC LAW GROUP NW, PLLC E-mail: matthew@dclglawyers.com In re Leonard Kronen Bankr. M.D. Fla. Case No. 14-10477 Chapter 11 Petition filed January 10, 2014 In re Blue Ribbon Bossums, LLC Bankr. S.D. Fla. Case No. 14-10614 Chapter 11 Petition filed January 10, 2014 See http://bankrupt.com/misc/flsb14-10614.pdf represented by: Richard Siegmeister, Esq. RICHARD SIEGMEISTER, P.A. E-mail: rspa111@att.net In re Dynamic Wrecking & Excavation, Inc. Bankr. N.D. Ill. Case No. 14-00748 Chapter 11 Petition filed January 10, 2014 See http://bankrupt.com/misc/ilnb14-00748.pdf represented by: O. Allan Fridman, Esq. WALLACH MICHALEC FRIDMAN, P.C. E-mail: allanfridman@gmail.com In re Rafael Rodriguez Bankr. D. Md. Case No. 14-10477 Chapter 11 Petition filed January 10, 2014 In re Quevent Enterprise Bankr. S.D.N.Y. Case No. 14-10032 Chapter 11 Petition filed January 10, 2014 See http://bankrupt.com/misc/nysb14-10032.pdf Filed Pro Se In re Grant Vinokur, Inc. Bankr. W.D.N.Y. Case No. 14-10056 Chapter 11 Petition filed January 10, 2014 See http://bankrupt.com/misc/nywb14-10056.pdf represented by: Arthur G. Baumeister, Jr., Esq. AMIGONE, SANCHEZ, MATTREY & MARSHALL, LLP E-mail: abaumeister@amigonesanchez.com In re Jeffrey Thiessen Bankr. M.D. Tenn. Case No. 14-00178 Chapter 11 Petition filed January 10, 2014 In re Cocktails Are Us, Inc. Bankr. N.D. Tex. Case No. 14-30264 Chapter 11 Petition filed January 10, 2014 See http://bankrupt.com/misc/txnb14-30264.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. E-mail: eric@ealpc.com In re MTS of Wisconsin, Ltd. Bankr. W.D. Wis. Case No. 14-10095 Chapter 11 Petition filed January 12, 2014 See http://bankrupt.com/misc/wiwb14-10095.pdf represented by: Galen W. Pittman, Esq. PITTMAN AND PITTMAN LAW OFFICES, LLC E-mail: galenpittman@centurytel.net In re Philip Canale Bankr. D. Ariz. Case No. 14-00375 Chapter 11 Petition filed January 13, 2014 In re Phoenix AZ Powersweep, Inc. Bankr. D. Ariz. Case No. 14-00386 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/azb14-00386.pdf represented by: Allan D. Newdelman, Esq. ALLAN D. NEWDELMAN, P.C. E-mail: anewdelman@qwestoffice.net In re Douglas Carroll Bankr. D. Ariz. Case No. 14-00414 Chapter 11 Petition filed January 13, 2014 In re Corazon Trissel Bankr. N.D. Cal. Case No. 14-30046 Chapter 11 Petition filed January 13, 2014 In re Information Technology Executives, Inc. Bankr. M.D. Fla. Case No. 14-00138 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/flmb14-00138.pdf represented by: Rehan N. Khawaja, Esq. BANKRUPTCY LAW OFFICES OF REHAN N. KHAWAJA E-mail: khawaja@fla-bankruptcy.com In re Pit Stop Portable Toilets of Tallahassee, Inc. Bankr. N.D. Fla. Case No. 14-40025 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/flnb14-40025.pdf represented by: Thomas B. Woodward, Esq. E-mail: woodylaw@embarqmail.com In re Audrey Vergez Bankr. S.D. Fla. Case No. 14-10779 Chapter 11 Petition filed January 13, 2014 In re American Walk-in, Inc. Bankr. S.D. Fla. Case No. 14-10780 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/flsb14-10780.pdf represented by: Charles D. Franken, Esq. CHARLES D. FRANKEN, P.A. E-mail: frankencdf@aol.com In re Juan Williams Bankr. S.D. Fla. Case No. 14-10791 Chapter 11 Petition filed January 13, 2014 In re Phillip Latoria Bankr. N.D. Ill. Case No. 14-00827 Chapter 11 Petition filed January 13, 2014 In re Kenetha Chau Bankr. E.D. La. Case No. 14-10059 Chapter 11 Petition filed January 13, 2014 In re Key Hotel Corporation dba Travel Inn Bankr. E.D. Mich. Case No. 14-40349 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/mieb14-40349.pdf represented by: Nicholas Reyna, Esq. LAW OFFICES OF NICHOLAS A. REYNA, P.C. E-mail: nickreyna7@hotmail.com In re Northland Builders of Princeton, Inc. Bankr. D. Minn. Case No. 14-40116 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/mnb14-40116.pdf represented by: Steven B. Nosek, Esq. STEVEN B. NOSEK, P.A. E-mail: snosek@noseklawfirm.com In re Stephanie Cornell Bankr. D. Md. Case No. 14-10565 Chapter 11 Petition filed January 13, 2014 In re Carmine Alessandro Bankr. S.D.N.Y. Case No. 14-22043 Chapter 11 Petition filed January 13, 2014 In re Buhre Beverage Distribution, Inc. Bankr. S.D.N.Y. Case No. 14-22048 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/nysb14-22048.pdf represented by: Anne J. Penachio, Esq. PENACHIO MALARA, LLP E-mail: apenachio@pmlawllp.com In re Calvert & Melton Investments, LLC Bankr. W.D.N.C. Case No. 14-10017 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/ncwb14-10017.pdf represented by: Benson T. Pitts, Esq. PITTS, HAY & HUGENSCHMIDT, P.A. E-mail: ben@phhlawfirm.com In re Timothy Stafford Bankr. D. Ore. Case No. 14-60079 Chapter 11 Petition filed January 13, 2014 In re Burris Transfer & Storage Company Bankr. E.D. Tex. Case No. 14-10029 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/txeb14-10029.pdf represented by: Robert E. Barron, Esq. ROBERT E. BARRON, P.C. E-mail: ecffiling@rbarronlaw.com In re Marcair, Inc. Bankr. E.D. Tex. Case No. 14-40103 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/txeb14-40103.pdf represented by: Daniel C. Durand, III, Esq. DURAND & ASSOCIATES, P.C. E-mail: bankruptcy@durandlaw.com In re Lester Novy Bankr. S.D. Tex. Case No. 14-30336 Chapter 11 Petition filed January 13, 2014 In re Abundant Life International Church of God in Christ Bankr. S.D. Tex. Case No. 14-30337 Chapter 11 Petition filed January 13, 2014 See http://bankrupt.com/misc/txsb14-30337.pdf represented by: Frank John Maida, Esq. MAIDA LAW FIRM, P.C. E-mail: maidalawfirm@gt.rr.com In re Guadalupe Aviles Bankr. D. Ariz. Case No. 14-00470 Chapter 11 Petition filed January 14, 2014 In re Guadalupe Aviles Bankr. D. Ariz. Case No. 14-00470 Chapter 11 Petition filed January 14, 2014 See http://bankrupt.com/misc/azb14-00470.pdf represented by: James P. Webster, Esq. JAMES PORTMAN WEBSTER LAW OFFICE, PLC E-mail: jim@jpwlegal.com In re Michael Kessler Bankr. C.D. Cal. Case No. 14-10717 Chapter 11 Petition filed January 14, 2014 In re Evans Production Co-Op, LLC Bankr. C.D. Cal. Case No. 14-10757 Chapter 11 Petition filed January 14, 2014 See http://bankrupt.com/misc/cacb14-10757.pdf represented by: Johnny Kim, Esq. J KIM, APLC E-mail: jkim@jkimlaw.com In re Shou Wang Bankr. N.D. Cal. Case No. 14-50146 Chapter 11 Petition filed January 14, 2014 In re Elliott Chatman Bankr. M.D. Fla. Case No. 14-00148 Chapter 11 Petition filed January 14, 2014 In re Scott Wendler Bankr. M.D. Fla. Case No. 14-00155 Chapter 11 Petition filed January 14, 2014 In re Alpha-Tech Aviation Services, Inc. Bankr. S.D. Fla. Case No. 14-10804 Chapter 11 Petition filed January 14, 2014 See http://bankrupt.com/misc/flsb14-10804.pdf represented by: Julie E. Hough, Esq. POLENBERG, COOPER, SAUNDERS, & RIESBERG E-mail: jhough@polenbergcooper.com In re James Houlihan Bankr. D. Mass. Case No. 14-40045 Chapter 11 Petition filed January 14, 2014 In re Cameco Technologies, LLC dba Cameco Computers Bankr. D. Minn. Case No. 14-30110 Chapter 11 Petition filed January 14, 2014 See http://bankrupt.com/misc/mnb14-30110.pdf represented by: Steven B. Nosek, Esq. STEVEN B. NOSEK, P.A. E-mail: snosek@noseklawfirm.com In re Robert Pennington Bankr. D. N.M. Case No. 14-10074 Chapter 11 Petition filed January 14, 2014 In re Anthony Pantaleone Bankr. S.D.N.Y. Case No. 14-35051 Chapter 11 Petition filed January 14, 2014 In re Armand Kranick Bankr. E.D.N.C. Case No. 14-00263 Chapter 11 Petition filed January 14, 2014 In re Defense Solutions Holding, Inc. Bankr. E.D. Pa. Case No. 14-10333 Chapter 11 Petition filed January 14, 2014 See http://bankrupt.com/misc/paeb14-10333.pdf represented by: Jeffrey D. Servin, Esq. E-mail: jdservin@comcast.net In re Domingo Martinez Santiago Bankr. D.P.R. Case No. 14-00165 Chapter 11 Petition filed January 14, 2014 In re Melvin Alvarado Reyes Bankr. D.P.R. Case No. 14-00169 Chapter 11 Petition filed January 14, 2014 In re Alfredo Figueroa Suarez Bankr. D.P.R. Case No. 14-00172 Chapter 11 Petition filed January 14, 2014 In re Practice Solutions Group, LLC Bankr. E.D. Tex. Case No. 14-40108 Chapter 11 Petition filed January 14, 2014 See http://bankrupt.com/misc/txeb14-40108.pdf represented by: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER, ATTORNEY AT LAW E-mail: courts@joycelindauer.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. 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 the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. 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. ********* 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, 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 2014. 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 ***