/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140203.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, February 3, 2014, Vol. 18, No. 33 Headlines 1015 PACIFIC: Voluntary Chapter 11 Case Summary 1UP ALLSTAR: Case Summary & 20 Largest Unsecured Creditors 710 LONG RIDGE: Has Until Feb. 28 to Decide on Leases 710 LONG RIDGE: Plan Confirmation Hearing on Feb. 7 A&W EGG CO: Case Summary & 5 Unsecured Creditors ABERDEEN LAND: Plan Confirmation Hearing Continued to April 3-4 AERIES LLC: Case Summary & 5 Unsecured Creditors ALLIED SECURITY: S&P Affirms 'B' CCR & Rates $916MM Facility 'B' ALPHA NATURAL: Bank Debt Trades at 2% Off AMC ENTERTAINMENT: Fitch Affirms 'B' IDR & Alter Outlook to Pos. ASSOCIATED BANC-CORP: DBRS Assigns 'BB' Preferred Stock Rating BAHIA SALINAS: Case Summary & 20 Largest Unsecured Creditors BAY AREA FINANCIAL: Taps Keller Williams' Lisa Gutman as Agent BAY AREA FINANCIAL: Panel Hires Shulman Hodges as General Counsel BEAZER HOMES: Incurs $5.1 Million Net Loss in Dec. 31 Quarter BISHOP OF HELENA: Case Summary & 2 Unsecured Creditors BLITZ USA: Court Approves Elliott Greenleaf as Conflicts Counsel BONDS.COM GROUP: Hires Adviser After PE Firm Shows Interest BUFFALO PARK: Plan Confirmation Hearing Set for May 14 BROWNSVILLE MD: Asks for Go Signal to Obtain Financing BUILDERS GROUP: Ch. 11 Trustee Hires Albert Tamarez as Accountant CAESARS ENTERTAINMENT: Bank Debt Trades at 4% Off CASH STORE: Conference Call on Q1 Results Scheduled for Feb. 4 CHARTER COMMUNICATIONS: Time Warner Cable CEO Defends Bid Refusal CIT GROUP: DBRS Assigns 'BB' Issuer Rating CLEAR CHANNEL: Bank Debt Trades at 2% Off COLOR STAR: U.S. Trustee Forms Five-Member Creditor's Panel COLOR STAR: Files Schedules of Assets And Liabilities COMPREHENSIVE POWER: Equipment to Be Auctioned Off Feb. 11 CONE SHIPPING: Voluntary Chapter 11 Case Summary COOPER TIRE: Resolves Dispute at China Plant CORAL BAR: Case Summary & 3 Unsecured Creditors CREATIONS GARDEN: Feb. 12-13 Auction Scheduled for Various Assets CASH STORE: To Hold Q1 Conference Call on February 4 CELL THERAPEUTICS: OKs Extension of LTIP Performance Period DESERT COMMUNICATIONS: Voluntary Chapter 11 Case Summary DETROIT, MI: Emergency Manager Presents Plan of Adjustment DETROIT, MI: Sues to Cancel Some Costly Contracts DETROIT, MI: Court Rejects Bid for Assessment of Art Collection DETROIT, MI: Plan Is Said to Split Creditors Into 2 Groups DIAMOND FOODS: Moody's Assigns B3 CFR & Rates $415MM Sec. Loan B2 EAU TECHNOLOGIES: Board Chairman Leo Montgomery Resigns EMORAL INC: Buyer of Assets Not Liable for PI Claims EXIDE TECHNOLOGIES: Creditors Tap "Secret" Economic Consultant FPL ENERGY: S&P Affirms 'BB' Rating on $380MM Secured Bonds FPL ENERGY: S&P Affirms 'B-' Rating on $125MM Senior Secured Bonds FREEDOM INDUSTRIES: Reaches Consent With W.Va. Agency on Cleanup GEL LLC: Foreclosure Sale Set for March 7 GENIUS BRANDS: Files Financial Statements of A Squared GETTY IMAGES: Bank Debt Trades at 6% Off GLOBAL EVENTS: Case Summary & 20 Largest Unsecured Creditors GREAT PLAINS: Ohio Agencies, 1st Source Bank Dispute Plan Outline GREEN FIELD ENERGY: Can Hire Conway MacKenzie as Financial Advisor GREEN FIELD ENERGY: Brown Rudnick Approved as Panel's Co-Counsel GYMBOREE CORP: Bank Debt Trades at 9% Off HEALTH CARE REIT: Fitch Affirms 'BB+' Preferred Stock Rating IG INVESTMENTS: $30MM Loan Upsize No Impact on Moody's 'B1' CFR IMPERIAL CAPITAL: Voluntary Chapter 11 Case Summary INTELLICELL BIOSCIENCES: Obtains Favorable Ruling vs. Ironridge INVESTORS CAPITAL: Plan Modification Hearing Today in Louisville INVESTORS CAPITAL: PBI Balks at 20-Yr Repayment, Low Interest Rate IQOR HOLDINGS: S&P Affirms 'B' CCR & Removes Rating from Watch ISC8 INC: DCG&T Stake at 6.3% as of Dec. 31 JC PENNEY: Bank Debt Trades at 3% Off JOS. A. BANK: Said to Hold Merger Talks with Eddie Bauer KEMET CORP: Incurs $5.8 Million Net Loss in Q3 Fiscal 2014 KEMET CORP: Tocqueville Stake at 7.7% as of Dec. 31 KRATON PERFORMANCE: Moody's Says LCY Deal is Credit Positive KRISAM GROUP: Case Summary & 20 Largest Unsecured Creditors LEHMAN BROTHERS: AvalonBay Delivers Common Stock to Affiliate LIGHTSQUARED INC: Gets Loan Offers From Fortress and Ergen Entity LOEHMANN'S HOLDINGS: Court Approves Canaccord as Investment Banker LONE PINE: Cuts Debt to C$90 Million, Emerges from Bankruptcy LOS GATOS HOTEL: Disclosure Statement Hearing Today MAGED ZAKY: Voluntary Chapter 11 Case Summary MASTER AGGREGATES: Court Approves Charles Cuprill as Attorney MASTER AGGREGATES: Hires Carrasquillo as Financial Consultant MCCLATCHY CO: BlackRock Stake at 6.3% as of Dec. 31 METEX MFG: Hires Logan & Company as Balloting and Tabulation Agent MGM RESORTS: Janus Capital Cuts Stake to 2.4% as of Dec. 31 MNJL LLC: Voluntary Chapter 11 Case Summary MO MONEY: "Gavin" Suit Sent to E.D. Texas District Court MONTREAL MAINE: Wrongful Death Claimants File Chapter 11 Plan NEW LIFE MASONRY: Case Summary & 20 Largest Unsecured Creditors NII HOLDINGS: BlackRock Stake at 7.9% as of Dec. 31 NNN PARKWAY 400 26: Court Issues Amended Memorandum Rejecting Plan NORCROSS LODGING: Case Summary & 20 Largest Unsecured Creditors OCEANIA CRUISES: S&P Alters Outlook to Pos. & Rates $249MM Loan B+ PAR PHARMACEUTICAL: Moody's Confirms 'B2' CFR; Outlook Negative PEERY HOTEL: Case Summary & 20 Largest Unsecured Creditors PENFOLD CAPITAL: Delays Filing of Annual Financial Statements PENINSULA HOSPITAL: Has Nod to Use Cash Collateral Until April 30 PERDOMO & HERMANO: Case Summary & 6 Unsecured Creditors POPPELL'S PRODUCE: Voluntary Chapter 11 Case Summary PROSPECT SQUARE: Case Summary & 13 Largest Unsecured Creditors PROVIDENCE PROPERTIES: Case Summary & 20 Top Unsecured Creditors PROVIDENT FUNDING: S&P Affirms 'B+' ICR & Revises Outlook to Neg. RAL GLEEM: Case Summary & 20 Largest Unsecured Creditors RALPH ESMERIAN: Folk Art Fetches Auction Record $13 Million RECOVERY INDUSTRIES: Case Summary & 6 Top Unsecured Creditors REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Ratings ROBERTS HOTELS: Court Grants BofA Stay Relief RUE21 INC: Bank Debt Trades at 13% Off SAINT CATHERINE HOSPITAL: Transfer of Medical Records Proposed SECURITY NATIONAL: Has 11th Interim OK for $3MM DIP Financing SECURITY NATIONAL: Cash Collateral Use Extended Until Feb. 14 SEVEN SEAS: S&P Revises Outlook to Pos. & Rates $246MM Loan 'BB-' SILVERADO STREET: Voluntary Chapter 11 Case Summary SOUND SHORE: Taps Garbarini & Scher as Medical Malpractice Counsel SOUNDVIEW ELITE: Wants Plan Filing Period Extended to May 26 SPENDSMART PAYMENTS: Rob DeSantis Out as Director STELLAR BIOTECHNOLOGIES: Incurs $5.4 Million Loss in Nov. 30 Qtr. SUNTECH POWER: Has Deal with Lenders on Chapter 15 Restructuring SYRINGA BANK: FDIC Named as Receiver; Sunwest Assumes All Deposits TEXAS INDUSTRIES: S&P Puts 'B-' CCR on CreditWatch Positive TOYS R US: 2016 Bank Debt Trades at 12% Off TXU CORP: 2014 Bank Debt Trades at 30% Off TXU CORP: 2017 Bank Debt Trades at 31% Off UCI INT'L: Moody's Lowers CFR to B3; Alters Outlook to Negative UNITED CONTINENTAL: To Downsize Cleveland Hub Citing Losses USEC INC: BlackRock Stake at 6.5% as of Dec. 31 VOGUE INTERNATIONAL: S&P Assigns 'B' CCR; Outlook Stable WALTER ENERGY: Bank Debt Trades at 4% Off WESTMORELAND COAL: BlackRock Stake at 5.7% as of Dec. 31 WPCS INTERNATIONAL: BlackRock Stake at 5.3% as of Dec. 31 YRC WORLDWIDE: Has Until Feb. 13 to Repay Convertible Notes YRC WORLDWIDE: Successfully Reduces $300 Million in Debt ZALE CORP: BlackRock Stake at 8.9% as of Dec. 31 ZOAR INVESTMENT: Case Summary & 8 Unsecured Creditors * Bank of America Settlement on Bonds That Soured Is Approved * Global Companies Address Latin American Risk * Choate Hall Bags 2013 "Restructuring Deal of the Year" Award * Leslie D. Corwin Joins Blank Rome as Partner * BOND PRICING -- For Week From Jan. 20 to 24, 2014 ********* 1015 PACIFIC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 1015 Pacific, LLC 1015 Pacific Ave Tacoma, Wa 98402 Case No.: 14-40444 Chapter 11 Petition Date: January 30, 2014 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Debtor's Counsel: Douglas H Gill, Jr, Esq. DOUGLAS H GILL AND ASSOCIATES, PLLC 602 7th Ave. South Seattle, WA 98104 Tel: 253-691-0197 Fax: 206-382-6650 Email: doug@dgandassociates.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gwendolyn, Ingels, manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. 1UP ALLSTAR: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: 1Up Allstar Servicenters, LLC 3800 Opportunity Lane Raleigh, NC 27603 Case No.: 14-00542 Chapter 11 Petition Date: January 30, 2014 Court: United States Bankruptcy Court Eastern District of North Carolina (Raleigh Division) Judge: Hon. Stephani W. Humrickhouse Debtor's Counsel: Matthew P. Ceradini, Esq. CERADINI LAW, PLLC 9650 Strickland Road, Ste. 103-202 Raleigh, NC 27615 Tel: 919-866-2706 Email: ceradinilaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Denis Bergeron, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb14-542.pdf 710 LONG RIDGE: Has Until Feb. 28 to Decide on Leases ----------------------------------------------------- The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey has extended, at the behest of 710 Long Ridge Road Operating Company II, LLC, et al., the time within which the Debtors must assume or reject their unexpired non- residential real property leases on consent of the landlords to Feb. 28, 2014. A copy of the list of leases is available for free at: http://bankrupt.com/misc/710LONGleases.pdf The Debtors have asked for extension four times. On May 22, 2013, the Debtors first filed a motion for extension for 90 days up to and including Sept. 22, 2013, which the Court granted on June 13, 2013. The Court also approved the stipulations that the Debtors and the landlords entered into. A copy of the stipulation is available for free at http://bankrupt.com/misc/710LONGleasestipulation.pdf About 710 Long Ridge Road Operating Company II 710 Long Ridge Road Operating Company II, LLC and four affiliates own sub-acute and long-term nursing care facilities for the elderly in Connecticut. The facilities, which are managed by HealthBridge Management LLC, are Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. 710 Long Ridge Road Operating Company II and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13- 13657) on Feb. 24, 2013, to modify their collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU. The Debtors owe $18.9 million to M&T Bank and $7.99 million on loans from the U.S. Department of Housing and Urban Development Federal Housing Administration. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, serve as counsel to the Debtors. Logan & Company, Inc. is the claims and notice agent. Alvarez & Marsal Healthcare Industry Group, LLC, is the financial advisor. Porzio, Bromberg & Newman, P.C., represents the Official Committee of Unsecured Creditors. The Committee tapped to retain EisnerAmper LLP as accountant. 710 LONG RIDGE: Plan Confirmation Hearing on Feb. 7 --------------------------------------------------- The hearing to consider the confirmation of 710 Long Ridge Road Operating Company II, LLC, et al.'s First Amended Joint Chapter 11 Plan of Reorganization has been adjourned to Feb. 7, 2014, at 10:00 a.m. (prevailing Eastern Time) and, if necessary, continued on Feb. 10, 2014, at 10:00 a.m. As reported by the Troubled Company Reporter on Jan. 27, 2014, the Court previously set for Jan. 30, 2014, a hearing to consider the confirmation of the Plan, which provides that in return for covering future operating deficits, the owners of the five nursing homes managed by the Debtors will retain the equity. Under that Plan, mortgages will be revised and paid in full, eventually, while continuing trade suppliers, with more than $3 million in claims, would have 75 percent of their debts paid over 12 months. Roberta A. DeAngelis, the U.S. Trustee for Region 3; the National Labor Relations Board; and New England Health Care Employees Union, District 1199, SEIU, objected to the Plan's confirmation. The U.S. Trustee complained that certain of the parties seeking releases under the Plan do not appear to be entitled to the relief under applicable law. The NLRB claimed that the Plan fails to comply with numerous provisions of the Bankruptcy Code and because it is a "barely-concealed scheme by the Debtors and their corporate parents to insulate themselves from paying significant amounts of backpay to their employees". The Union complained that the Plan does not provide for a distribution equal to the allowed amount of administrative and priority claims held by the Union. The voting deadline is Feb. 3, 2014, at 5:00 p.m. About 710 Long Ridge Road Operating Company II 710 Long Ridge Road Operating Company II, LLC and four affiliates own sub-acute and long-term nursing care facilities for the elderly in Connecticut. The facilities, which are managed by HealthBridge Management LLC, are Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. 710 Long Ridge Road Operating Company II and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13- 13657) on Feb. 24, 2013, to modify their collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU. The Debtors owe $18.9 million to M&T Bank and $7.99 million on loans from the U.S. Department of Housing and Urban Development Federal Housing Administration. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, serve as counsel to the Debtors. Logan & Company, Inc. is the claims and notice agent. Alvarez & Marsal Healthcare Industry Group, LLC, is the financial advisor. Porzio, Bromberg & Newman, P.C., represents the Official Committee of Unsecured Creditors. The Committee tapped to retain EisnerAmper LLP as accountant. A&W EGG CO: Case Summary & 5 Unsecured Creditors ------------------------------------------------ Debtor: A&W Egg Co., Inc. 12 Seneca Place Jericho, NY Case No.: 14-70422 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S Trust Debtor's Counsel: Jonathan Bodner, Esq. RUSKIN MOSCOU FALTISCHEK PC 1425 RXR Plaza East Tower, 15th Floor Uniondale, NY 11556-1425 Tel: 516-663-6686 Fax: 516-663-5388 Email: jbodner@rmfpc.com - and - Adam G. Brief, Esq. MELLINGER, SANDERS & KARTZMAN LLC 101 Gibraltar Drive, Suite 2F Morris Plains, NJ 07950 Total Assets: $465,616 Total Liabilities: $1.20 million The petition was signed by Susan Witzer, president. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-70422.pdf ABERDEEN LAND: Plan Confirmation Hearing Continued to April 3-4 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida issued an order granting joint agreed ex-parte motion to continue hearing on the confirmation of Aberdeen Land II, LLC's Second Amended Plan of Reorganization to April 4, 2014, at 10:00 AM. On Oct. 17, the Court approved the Second Amended Disclosure Statement for the Second Amended Plan. The Second Amended Plan is dated Oct. 11, 2013. The Second Amended Disclosure Statement reiterates that the Plan provides for the continued operation of the Property of the Debtor's Estate, by and through the Reorganized Debtor in accordance with the Plan. It provides for Cash payments to Holders of Allowed Claims in certain instances and for the transfer of Property to certain Holders of Allowed Secured Claims as the indubitable equivalent of such Allowed Secured Claims. The will be implemented on the Effective Date, and the primary source of the funds necessary to implement the Plan initially will be the Cash of the Reorganized Debtor, the funds available to the Reorganized Debtor from the Exit Financing and the sales of portions or all of the Aberdeen Real Property. Among other modifications, the Second Amended Disclosure Statement provides more disclosure on the summary of the Debtor's prepetition indebtedness. Full-text copies of the Second Amended Disclosure Statement, filed on Oct. 11, 2013, are available for free at: http://bankrupt.com/misc/ABERDEEN_2ndAmdDSOct11.PDF About Aberdeen Land II Aberdeen Land II, LLC, doing business as Aberdeen, owns a 1,316-acre master- planned community near Jacksonville, Florida. The project is designed for 1,623 single-family homes and 395 multi-family units. More than 1,000 units have been sold, leaving Aberdeen with 856 undeveloped lots and 28.1 acres zoned for commercial or residential use. Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04103) on July 1, 2013, in Jacksonville, Florida. The Debtor has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila & Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC, as special counsel, and Fishkind & Associates as expert consultants. Aberdeen owes $24 million in bonds that financed the project and more than $20 million to secured lenders with mortgages on the property. In its amended schedules, the Debtor disclosed $41,165,861 in assets and $31,189,704 in liabilities as of the petition date. No creditors' committee was appointed in the case. AERIES LLC: Case Summary & 5 Unsecured Creditors ------------------------------------------------ Debtor: Aeries, LLC 1240 Altamont Road Greenville, SC 29609 Case No.: 14-00638 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Debtor's Counsel: Robert A. Pohl, Esq. POHL, P.A. PO Box 27290 Greenville, SC 29616 Tel: 864-361-4827 Fax: 864-558-5291 Email: robert@pohlpa.com Total Assets: $2.50 million Total Liabilities: $2.64 million The petition was signed by Eric Kaufmann, manager. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/scb14-638.pdf ALLIED SECURITY: S&P Affirms 'B' CCR & Rates $916MM Facility 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Pennsylvania-based Allied Security Holdings LLC. The outlook is stable. At the same time, S&P assigned a 'B' issue rating to the company's new $916 million first-lien credit facility (which includes an $76 million revolver [including $30 million to be used as restricted cash to collateralize a synthetic letters of credit facility], $620 million first-lien debt, and $220 million delayed draw first-lien debt). The recovery rating is '3', which indicates S&P's expectation of meaningful recovery (50% to 70%) for creditors in the event of a payment default or bankruptcy. S&P also assigned a 'CCC+' issue rating to the company's new $265 million second-lien debt and $100 million delayed draw second-lien debt. The recovery rating is '6', which indicates S&P's expectation that negligible recovery (0% to 10%) for creditors in the event of a payment default or bankruptcy. The ratings on Allied reflect S&P's assessment of the company's "fair" business risk and "highly leveraged" financial risk profiles. "We changed our assessment of the business risk profile to 'fair' from 'weak' based on the company's growing market position in the highly fragmented and competitive contract security officer industry in the United States," said Standard & Poor's credit analyst Jacqueline Hui. "The company's proposed acquisition is also a security service provider in the U.S., and we believe the acquisition will add scale and further diversify the company's customer base. In addition, we believe that the company's margins will remain steady." The stable rating outlook reflects Standard & Poor's expectation that Allied will reduce debt through free cash flow but that credit metrics, including leverage in the mid-6x area, will remain weak and consistent with indicative ratios for a highly leveraged financial risk profile. S&P also assumes the company will be able to smoothly integrate the acquisition and achieve cost synergies, while maintaining its good market position in the highly competitive security guard services industry. ALPHA NATURAL: Bank Debt Trades at 2% Off ----------------------------------------- Participations in a syndicated loan under which Alpha Natural Resources is a borrower traded in the secondary market at 97.71 cents-on-the-dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.88 percentage points from the previous week, The Journal relates. Alpha Natural Resources pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on May 31, 2020, and carries Moody's Ba2 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. AMC ENTERTAINMENT: Fitch Affirms 'B' IDR & Alter Outlook to Pos. ---------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) of AMC Entertainment, Inc. at 'B' and revised the Rating Outlook to Positive from Stable. Further, Fitch has upgraded AMC's senior subordinated notes by one notch to 'B-/RR5' from 'CCC+/RR6' on stronger recovery prospects following AMC's tender offer for of its senior unsecured notes. The Outlook revision is primarily driven by the company's improved credit metrics (interest coverage, gross leverage, and EBITDA margins) driven by absolute debt reduction (including the proposed tender offer transaction), operating improvements, and Fitch's stable outlook on the movie exhibition industry. Over the next 12 to 24 months, the rating may be upgraded one notch if AMC can demonstrate positive traction with its capital investment plans, via increased revenue per patron and continued growth in EBITDA. Recognizing the hit cyclical nature of the industry and the volatility this can cause to revenues and EBITDA, Fitch would expect unadjusted gross leverage to remain below 4.5x and EBITDA margins of around 15%, in order to support a 'B+' rating. In strong-performing box office years, metrics may be stronger in order to provide a cushion for weaker box office years. On Jan. 15, 2014, AMC initiated a cash tender offer for any and all of its 8.75% senior notes due June 2019 ($600 million outstanding). The tender offer expires on Feb. 12, 2014. Notes that tendered and consented to the proposed amendment on or before Jan. 29, 2014 would receive total consideration of $1,068.75 for every $1,000 tendered. The proposed amendment would eliminate substantially all of the restrictive covenants and certain events of default provisions of the indenture. AMC announced that it had received tenders and consents from holders of approximately $463.7 million of its outstanding 8.75% senior notes. AMC has the option to call these notes in June 2014 at 104.375%. Fitch expects any notes not tendered would be redeemed in June. The senior note tender offer is subject to certain conditions, including the receipt of net proceeds from an offering of debt securities in an amount sufficient, together with other available cash, to fund accrued interest, fees, and the purchase of tendered notes. The one notch upgrade of the subordinated notes reflects Fitch's expectation that AMC will be successful in completing the tender offer. In the event that AMC does not complete the tender offer by its expiration, the subordinated note ratings may be downgraded by one notch. Through improvements in operations and reduction in absolute levels of debt, AMC has driven unadjusted gross leverage from 8.5x in 2011 to 4.7x as of Sept. 30, 2013 (this does not adjust for the tender offer). On Dec. 23, 2013, AMC Entertainment Holdings, Inc. (AMCH; parent of AMC) completed an IPO, selling 21.1 million shares priced at $18 per share for net proceeds of $359.1 million after underwriting discounts and commissions. Fitch believes that proceeds will be primarily used to fund its senior note tender offer. Post-IPO, Dalian Wanda Group holds 91% and 78% of voting and economic interest, respectively. AMC has demonstrated traction in key strategic initiatives, as can been seen in its improving EBITDA margin, admission revenue per attendee, and concession revenue per attendee. Fitch calculates Sept. 30, 2013 latest 12 months (LTM) EBITDA margins of 15.2% (excludes National Cinemedia distribution), an improvement from 13.6% at Sept. 27, 2012. Fitch recognizes that AMC's expected investment into premium food offerings will pressure high concession margins; however, growth in the top line should grow absolute EBITDA dollars. AMCH intends to institute a quarterly dividend of $19 million ($76 million for the full year), with the first dividend payment expected in the first quarter of 2014. The dividend will more than offset any potential interest savings from debt reduction discussed above, pressuring free cash flow (FCF). Fitch has modeled capital expenditure spending of approximately $250 million in 2014 and 2015. As a result, Fitch expects FCF will range from negative $25 million to positive $25 million over the next two years, and remain positive thereafter. LTM FCF at Sept. 30, 2013 was $73 million. Fitch believes that AMC has sufficient liquidity to fund these capital initiatives, make small theater circuit acquisitions, and cover its term loan amortization. Liquidity is supported by cash balances of $128 million as of Sept. 30, 2013. Key Rating Drivers AMC's ratings reflect Fitch's belief that movie exhibition will continue to be a key promotion window for the movie studios' biggest/most profitable releases. Despite a strong 2012 box office performance, 2013's film slate delivered positive growth in box office revenues, up 0.8%, according to Box Office Mojo. Attendance declines of 1.3% were offset by a 2.1% increase in average ticket price. This will pose a tough comparison year in 2014. However, as in the past few years, there are many high-profile sequels that have a strong likelihood of box office success. The releases of 'Captain America: Winter Soldier,' 'The Amazing Spider-Man 2,' 'X-Men: Days of Future Past,' 'Transformers: Age of Extinction,' 'The Hunger Games: Mockingjay Part 1,' and 'The Hobbit: There and Back Again,' headline a strong film slate. Fitch believes the film slate will support industry-wide box office revenue levels with flat to low single digit declines in attendance and flat average ticket price. Fitch believes the investments made by AMC and its peers to improve the patron's experience is prudent. While capital expenditure may be elevated in the near term and high margin concessions may be pressured, Fitch believes that long term the exhibitors will benefit from delivering an improved value proposition to its patrons and the premium food services/offerings will grow absolute levels of revenue and EBITDA. The ratings factor the intermediate/long-term risks associated with increased competition from at-home entertainment media, limited control over revenue trends, collapsing film distribution windows and increasing indirect competition from other distribution channels (such as DVD, VOD, and OTT). For the long term, Fitch continues to expect that the movie exhibitor industry will be challenged in growing attendance and that any potential attendance declines will offset some of the growth in average ticket prices. In addition, AMC and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. Leverage and Liquidity AMC's liquidity is supported by $128 million of cash on hand (as of Sept. 30, 2013), $150 million of availability on its revolving credit facility, and the $359.1 million in proceeds from the IPO. Pro forma for the completion of the tender offer, the company has a manageable maturity schedule, which consists of: -- Revolver due in 2018; -- $600 million in subordinated notes and $771 million term loan (amortizing at $7.5 million per annum) due 2020. Recovery Ratings AMC's Recovery Ratings reflect Fitch's expectation that the enterprise value of the company and, hence, recovery rates for its creditors, will be maximized in a restructuring scenario (as a going concern) rather than a liquidation. Fitch estimates an adjusted, distressed enterprise valuation of $1.5 billion using a 5x multiple and including an estimate for AMC's 15.4% stake in National CineMedia LLC (NCM) of approximately $150 million. The 'RR1' Recovery Rating for the company's secured bank facilities reflects Fitch's belief that 91%-100% expected recovery is reasonable. While Fitch does not assign Recovery Ratings for the company's operating lease obligations, it is assumed the company rejects only 30% of its remaining $2.3 billion (calculated at a net present value) in operating lease commitments due to their significance to the operations in a going-concern scenario and is liable for 15% of those rejected values. AMC's senior subordinated debt reflects the expected full redemption of AMC's senior unsecured notes. The 'RR5' Recovery rating on the subordinated notes reflect an expected recovery range of 11%-30%. Rating Sensitivities The senior note tender offer is subject to certain conditions, including the receipt of net proceeds from an offering of debt securities in an amount sufficient, together with other available cash, to fund accrued interest, fees, and the purchase of tendered notes. The one notch upgrade of the subordinated notes reflects Fitch's expectation that AMC will be successful in completing the tender offer. In the event that AMC does not complete the tender offer by its expiration, the subordinated note ratings may be downgraded by one notch. Positive Trigger: Over the next 12 to 24 months, the rating may be upgraded one notch if AMC can demonstrate positive traction with its capital investment plans, via increased revenue per patron and continued growth in EBITDA. Recognizing the hit cyclical nature of the industry and the volatility this can cause to revenues and EBITDA, Fitch would expect unadjusted gross leverage to remain below 4.5x and EBITDA margins of around 15%, in order to support a 'B+' rating. In strong-performing box office years, metrics may be stronger in order to provide a cushion for weaker box office years. Negative Trigger: Secular events that lead Fitch to believe there would be a significant long-term downward trend in the industry would put negative pressure on the rating. In the shorter term, interest coverage below 2.5x could lead to a negative rating action. Fitch has taken the following rating actions for AMC: AMC -- IDR affirmed at 'B'; -- Senior secured credit facilities affirmed at 'BB/RR1'; -- Senior unsecured notes affirmed at 'B/RR4'; -- Senior subordinated notes upgraded to 'B-/RR5' from 'CCC+/RR6'. The Rating Outlook has been revised to Positive from Stable. ASSOCIATED BANC-CORP: DBRS Assigns 'BB' Preferred Stock Rating -------------------------------------------------------------- DBRS Inc. has confirmed the ratings of Associated Banc-Corp and its related entities, including Associated's Issuer & Senior Debt rating of BBB and Short-Term Instruments rating at R-2 (middle). At the same time, DBRS has revised the trend on all ratings to Positive from Stable. DBRS has also assigned a BB Rating to Associated's Preferred Stock. The rating actions follow a detailed review of the Company's operating results, financial fundamentals, and future prospects. Associated's ratings are underpinned by its well-established Midwest super-community banking franchise which includes a strong core deposit business. Associated's current management team has made significant investments in this franchise including hiring experienced lenders, completing branch upgrades as well as enhancing treasury management offerings. With the bulk of its asset quality problems behind it and with still solid levels of capital and liquidity, DBRS sees Associated's financial profile as improved. The revision of the ratings trend to Positive reflects some success in growing the franchise and revenues and further asset quality improvements. Additionally, Associated has returned to consistent, although certainly not best in class, profitability, generating steady and improving earnings for the last three fiscal years. Most recently, Associated reported net income to common shareholders of $188.7 million for 2013 up 5.4% from $179.0 million in 2012. Recent results are encouraging and are a contributing factor to the positive trend placed on the ratings. For instance, the DBRS-calculated income before provision and taxes (IBPT) has increased in five of the last six quarters. For a rating upgrade to occur, DBRS will look for a continuation of improving earnings, positive operating leverage and for returns to become more in line with higher rated peers. Additionally, DBRS will look for continuance of the positive asset quality trends and maintenance of solid capital levels. Like all banks, Associated is faced with a difficult operating environment and, while continuing to invest in the business, DBRS sees further improvement in core earnings capacity as an ongoing challenge for the Company as well as the industry. To counteract this, Associated has focused on operating efficiency and has undertaken a number of initiatives to take costs out of the business and is committed to keeping expenses flat in 2014. Improving core earnings generation, in DBRS's view, will further signal the Company's successful turnaround. As noted, earnings have benefited from improving credit quality that has supported a modest loan loss provision and reserve releases in recent quarters. During 2013, nonperforming assets declined 29% from YE12 to $203.5 million and were $155.4 million below 2Q11 levels. Additionally, potential problem loans were $235.4 million at YE13, down 35% from YE12. Net charge-offs also declined to a very manageable 0.25% of average loans in 2013 from 0.57% of average loans in 2012. At year-end, the allowance for loan losses remained solid representing 1.68% of total loans and covered 145% of nonaccrual loans. DBRS notes that even with continued moderate loan growth, Associated's outlook is for very modest provisioning in coming quarters. Associated's capitalization remains solid despite ongoing capital management activities During the year, the company repurchased $120 million, or approximately 7.7 million shares, of common stock and with the increased common stock dividend, the Company returned about 100% of earnings to shareholders and a similar level of return to shareholders is expected in 2014. Still, at December 31, 2013, ASBC reported solid capital ratios which included an estimated Tier 1 common equity ratio of 11.46%. Based on current proposed rules, the Company is already in compliance with fully phased in Basel III requirements. DBRS anticipates that Associated will maintain solid capital levels, even as it seeks to deploy excess capital. Headquartered in Green Bay, Wisconsin, Associated had $24.2 billion in assets as of December 31, 2013 and operates over 200 branches in Wisconsin, Minnesota, and Illinois. BAHIA SALINAS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Bahia Salinas Beach Hotel dba Parador Bahia Salinas Road 301 Km 11.4 El Faro Ward Cabo Rojo, PR 00622 Case No.: 14-00581 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Ponce) Judge: Hon. Edward A Godoy Debtor's Counsel: Damaris Quinones Vargas, Esq. BUFETE QUINONES VARGAS & ASOC PO Box 429 Cabo Rojo, PR 00623 Tel: 787-851-7866 Fax: 787-851-1717 Email: damarisqv@bufetequinones.com Total Assets: $1.72 million Total Liabilities: $4.36 million The petition was signed by Miguel Rosado, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-581.pdf BAY AREA FINANCIAL: Taps Keller Williams' Lisa Gutman as Agent -------------------------------------------------------------- Bay Area Financial Corporation seeks permission from the Hon. Thomas Donahue of the U.S. Bankruptcy Court for the Central District of California to employ Lisa Gutman of Keller Williams Estates Properties Calabasas as agent. The Debtor wants Keller Williams to be under the exclusive authorization and right to sell the Debtor's property located at 5734 Ostin Ave, Woodland Hills, California 91367. The Debtor requires Keller Williams to: (a) order, analyze and prepare the documentation necessary to place the subject Property in proper position to be listed and advertised for sale; (b) list the Property with the most propitious listing services available, responding to inquiries of purchase, and soliciting reasonable offers for purchase; (c) convey all reasonable offers of purchase to the Debtor, subject to the Debtor's approval, and confirm acceptance of the best offer; and (d) cause to be prepared on behalf of the Debtor and submitted to escrow, any and all documents requiring the endorsement of the Debtor to consummate a sale of the Property. Keller Williams agreed to be employed on commission basis, with commission not to exceed, collectively, 5% of the gross selling price of the Property, or such other compensation as fixed by this Court upon notice and a hearing. The period of employment of Agents shall not exceed 6 months. Ms. Gutman assured the Court that Keller Williams 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. Keller Williams can be reached at: Lisa Gutman KELLER WILLIAMS ESTATES PROPERTIES CALABASAS 23975 Park Sorrento, Suite 110 Calabasas, CA 91302 Tel: (818) 535-0862 E-mail: Lisagutman@aol.com About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. The petition lists assets and debt both exceeding $10 million. Cash upon entering Chapter 11 was about $1.4 million, to be supplemented by almost $700,000 from an upcoming property disposition. There is no secured debt, although $141,000 is owing on a priority tax claim. An Official Committee of Unsecured Creditors has been appointed in the case. BAY AREA FINANCIAL: Panel Hires Shulman Hodges as General Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Bay Area Financial Corporation seeks authorization from the Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the Central District of California to employ Shulman Hodges & Bastian LLP as general counsel of the Committee, effective Jan. 20, 2014. The Committee requires Shulman Hodges to: (a) advise the Committee with respect to its rights, powers, duties and obligations as the Official Committee of creditors holding unsecured claims of the Debtor's bankruptcy case; (b) prepare pleadings, applications and conduct examinations incidental to administration of this case and to protect the interests of the unsecured creditors of this Estate; (c) advise and represent the Committee in its connection with all applications, motions or complaints filed during the course of the administration of this case; (d) develop the relationship of the Committee with the Debtor in this bankruptcy proceeding; (e) advise and assist the Committee in presentation of a plan of reorganization by the Debtor or other entity pursuant to Chapter 11 of the Bankruptcy Code and concerning any and all matters relating thereto; (f) advise and assist the Committee in providing access to information to all unsecured creditors, soliciting and receiving comments from unsecured creditors, and to disclose any information to unsecured creditors as required by the Court in compliance with Bankruptcy Code section 1102; and (g) perform any and all other legal services incident and necessary herein for the smooth administration of this bankruptcy case. Shulman Hodges will be paid at these hourly rates: Attorneys --------- Leonard M. Shulman $550 Ronald S. Hodges $550 James C. Bastian, Jr. $550 Mark Bradshaw $525 J. Ronald Ignatuk $525 John Mark Jennings $525 Gary A. Pemberton $525 Michael J. Petersen $525 Franklin J. Contreras $450 Robert Huttenhoff $450 Lynda T. Bui $425 Paul S. Ocampo $410 Samuel J. Romero $410 Brian L. Bloom $395 Melissa Davis Lowe $385 Kiara W. Gebhart $370 Rika M. Kido $325 Ryan O'Dea $325 Heather B. Dillion $250 Paralegals ---------- Lorre E. Clapp $225 Pamela G. Little $225 Erlanna L. Lohayza $225 Patricia A. Britton $195 Melanie G. Rodgers $195 Steve P. Swartzell $185 Anne Marie Vernon $185 Tammy Walsworth $185 Arland Udo $165 Tonia Mann-Wooten $150 Of Counsel ---------- A. Lavar Taylor $525 Donald R. Kurtz $525 Gregory J. Anderson $450 Shulman Hodges will also be reimbursed for reasonable out-of- pocket expenses incurred. Shulman Hodges has agreed with the Committee that Shulman Hodges' hourly rates listed will be discounted by 15%. The discount will be reflected in the Firm's Professional Fee Statements served and fee applications filed with the Court by applying a 15% to the fee portion of the billing statement. James C. Bastian, Jr., partner of Shulman Hodges, 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. Shulman Hodges can be reached at: James C. Bastian, Jr., Esq. SHULMAN HODGES & BASTIAN LLP 8105 Irvine Center Drive, Suite 600 Irvine, CA 92618 Tel: (949) 340-3400 Fax: (949) 340-3000 E-mail: jbastian@shbllp.com About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. The petition lists assets and debt both exceeding $10 million. Cash on entering Chapter 11 was about $1.4 million, to be supplemented by almost $700,000 from an upcoming property disposition. There is no secured debt, although $141,000 is owing on a priority tax claim. BEAZER HOMES: Incurs $5.1 Million Net Loss in Dec. 31 Quarter ------------------------------------------------------------- Beazer Homes USA, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $5.13 million on $293.17 million of total revenue for the three months ended Dec. 31, 2013, as compared with a net loss of $20.38 million on $246.90 million of total revenue for the same period during the prior year. As of Dec. 31, 2013, the Company had $1.93 billion in total assets, $1.69 billion in total liabilities and $235.60 million in total stockholders' equity. As of Dec. 31, 2013, the Company's liquidity position consisted of $382.6 million in cash and cash equivalents, $150 million of capacity under the Company's Secured Revolving Credit Facility, plus $49.2 million of restricted cash, $22.4 million of which related to the Company's cash secured term loan. The Company expects to be able to meet its liquidity needs in the remainder of fiscal 2014 and to maintain a significant liquidity position, subject to changes in market conditions that would alter the Company's expectations for land and land development expenditures or capital market transactions which could increase or decrease the Company's cash balance on a quarterly basis. A copy of the Form 10-Q is available for free at: http://is.gd/UjZFyb About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." Beazer Homes incurred a net loss of $33.86 million for the year ended Sept. 30, 2013, a net loss of $145.32 million for the year ended Sept. 30, 2012, and a net loss of $204.85 million for the year ended Sept. 30, 2011. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD' from 'Caa2-PD'. The ratings upgrade reflects Moody's increasing confidence that Beazer's credit metrics, buoyed by a stregthening housing market, will gradually improve for at least the next two years and that the company may be able to return to a modestly profitable position as early as fiscal 2014. As reported by the TCR on Sept. 10, 2012, Fitch Ratings has upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc. (NYSE: BZH) to 'B-' from 'CCC'. The upgrade and the stable outlook reflect Beazer's operating performance so far this year, its robust cash position, and moderately better prospects for the housing sector during the remainder of this year and in 2013. The rating is also supported by the company's execution of its business model, land policies, and geographic diversity. BISHOP OF HELENA: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor: Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (Diocese of Helena) PO BOX 1729 Helena, MT 59624-1729 Case No.: 14-60074 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court District of Montana (Butte) Debtor's Counsel: Bruce Alan Anderson, Esq. ELSAESSER, JARZABEK, ET AL. 320 East Neider Avenue, Suite 102 Coeur D'Alene, ID 83815 Tel: 208.667.2900 Fax: 208-667-2150 Email: brucea@ejame.com - and - Ford Elsaesser, Esq. ELSAESSER, JARZABEK, et al. PO Box 1049 Sandpoint, ID 83864 Tel: 208-263-8517 Email: ford@ejame.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Most Reverend George Leo Thomas, Bishop of Diocese of Helena. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/mtb14-60074.pdf BLITZ USA: Court Approves Elliott Greenleaf as Conflicts Counsel ---------------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized Blitz U.S.A., Inc. and its debtor- affiliates to employ Elliott Greenleaf as Delaware special litigation and conflicts counsel, nunc pro tunc to Nov. 7, 2013. As reported on the Troubled Company Reporter on Dec. 5, 2013, the Debtors need Elliott Greenleaf to: (a) advise the Debtors regarding adversary proceedings to be commenced on behalf of the Debtors' estates; (b) act as Delaware special litigation and conflicts counsel for the Debtors in the adversary proceedings; and (c) perform all other necessary legal services in connection with the Chapter 11 cases and the adversary proceedings as requested by the Debtors or their bankruptcy counsel. Elliott Greenleaf will be paid at these hourly rates: Rafael X. Zahralddin-Aravena, shareholder, director and chair $610 Shelley A. Kinsella, shareholder $450 Eric M. Sutty, of counsel $450 Jonathan Stemerman, Sr. Associate $375 Jennifer L. Ford, paralegal $225 Ian D. Densmore, paralegal $225 Sandra I. Roberts, paralegal $225 Elliott Greenleaf will also be reimbursed for reasonable out-of- pocket expenses incurred. Rafael X. Zahralddin-Aravena, Esq., chair of the National Commercial Bankruptcy Practice of Elliott Greenleaf, 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. Elliott Greenleaf can be reached at: Rafael X. Zahralddin-Aravena, Esq. ELLIOTT GREENLEAF 1105 North Market St., Suite 1700 Wilmington, DE 19801 Tel: (302) 384-9400 Fax: (302) 384-9399 E-mail: rxza@elliottgreenleaf.com About Blitz U.S.A. Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of plastic gasoline cans. The company, controlled by Kinderhook Capital Fund II LP, filed for bankruptcy protection to stanch a hemorrhage resulting from 36 product-liability lawsuits. Parent Blitz Acquisition Holdings, Inc., and its affiliates filed for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru 11-13607) on Nov. 9, 2011. The Hon. Peter J. Walsh presides over the case. Blitz USA disclosed $36,194,434 in assets and $41,428,577 in liabilities in its schedules. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, represents the Debtors in their restructuring efforts. Young Conaway Stargatt & Taylor LLP represents Debtors LAM 2011 Holdings, LLC and Blitz Holdings, Inc. The Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and Kurtzman Carson Consultants LLC serves as notice and claims agent. SSG Capital Advisors LLC serves as investment banker. Lowenstein Sandler PC from Roseland, New Jersey, as well as Womble Carlyle Sandridge & Rice, LLP, of Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. The Chapter 11 case is financed with a $5 million secured loan from Bank of Oklahoma. Bank of Oklahoma, as DIP agent, is represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in Tulsa. In April 2012, Hopkins Manufacturing Corp. acquired the assets of Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil drains, drain pans, lifting aids and automotive ramps. Blitz USA said in court documents the sale netted the Debtors $14.6 million, which was applied against secured debt. Blitz announced in June 2012 it would abandon its efforts to reorganize and instead to shut down operations by the end of July. In September that year, the Troubled Company Reporter, citing Sheila Stogsdill at Tulsa World, reported that the Bankruptcy Court approved a $9.5 million offer from Toronto, Canada-based Scepter Corporation to purchase Blitz USA, according to Philip Monckton, Scepter's vice president of sales and marketing. Scepter bought land, equipment and other assets. Scepter supplies about 20% of the USA market with gas cans. The report said the sale was to become final on Sept. 28, 2012. BONDS.COM GROUP: Hires Adviser After PE Firm Shows Interest ----------------------------------------------------------- Lisa Allen, writing for The Deal, reported that shortly after a private equity firm expressed interest in acquiring Bonds.com Group Inc., the fixed-income trading platform announced that it has retained a financial adviser to conduct a review of strategic alternatives. According to the report, the New York-based company, which provides a platform for finance firms to trade bonds online, said on Jan. 29 that it would consider a strategic investment, merger, or sale. Long Ridge Equity Partners disclosed in a Jan. 28 13D filing with the Securities and Exchange Commission that it's interested in doing a deal that "may take the form of a merger, tender offer or other corporate transaction," the report related. Thus far, Bonds.com hasn't found a way to operate profitably, the report said. For the quarter ended Sept. 30, the company incurred a $1.6 million loss on $1.64 million in revenue, compared to its $2 million loss on $1.79 million in revenue during the same quarter last year. Even so, Bonds.com noted that its results have improved over the last nine months due to increased revenue and decreased costs for payroll and consulting fees. Assets stood at $6.07 million on Sept. 30, including $3.54 million in cash and cash equivalents, with liabilities at $4.1 million, the report further related. About Bonds.com Group Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG) -- http://www.bonds.com/-- through its subsidiary Bonds.com, Inc., serves institutional fixed income investors by providing a comprehensive zero subscription fee online trading platform. The Company designed the BondStation and BondStationPro platforms to provide liquidity and competitive pricing to the fragmented Over- The-Counter Fixed Income marketplace. The Company differentiates itself by offering through Bonds.com, Inc., an inventory of more than 35,000 fixed income securities from more than 175 competing sources. Asset classes currently offered on BondStation and BondStationPro, the Company's fixed income trading platforms, include municipal bonds, corporate bonds, agency bonds, certificates of deposit, emerging market debt, structured products and U.S. Treasuries. Bonds.com Group disclosed a net loss of $6.98 million in 2012, as compared with a net loss of $14.45 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $6.05 million in total assets, $4.09 million in total liabilities and $1.95 million in total stockholders' equity. EisnerAmper LLP, in New York, 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 a working capital deficiency and a stockholders' deficiency that raise substantial doubt about its ability to continue as a going concern. BUFFALO PARK: Plan Confirmation Hearing Set for May 14 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado will conduct a hearing on confirmation of Buffalo Park Development Properties, Inc.'s plan of reorganization on Wednesday, May 14, 2014, at 9:00 a.m. As reported by The Troubled Company Reporter on Nov. 15, 2013, Buffalo Park intended to proceed with a sale of its water companies pursuant to 11 U.S.C. Sec. 363 and will not be proceeding with a plan of reorganization, according to a court filing by its owners. Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis -- have filed a Chapter 11 restructuring plan. The Lewises intend to restructure their debts and obligations and continue to operate in the ordinary course of business. According to the Disclosure Statement, the rental income from the Lewises' properties and their disposable income, together with the restructuring of the mortgages and other secured debts, will generate sufficient funds to pay on a pro-rata basis a portion of the Lewises' unsecured debts. The Debtors are required to file their amended plan reflecting any settlement terms no later than April 28, 2014. Any party intending to present evidence at the confirmation hearing will exchange exhibits and file their witness and exhibit list no later than May 5, 2014. About Buffalo Park Development Properties Buffalo Park Development Properties, Inc., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013. Ronald P. Lewis signed the petition as owner and CEO. Buffalo Park disclosed $20,777,601 assets and $11,294,567 liabilities in its schedules. Robert Padjen, Esq., at Laufer and Padjen LLC serves as counsel to Buffalo Park. Judge Elizabeth E. Brown presides over the case. Formed in 1964, Buffalo Park is a real estate development, construction, management and sales business. It has developed and sold numerous subdivisions and currently has several land developments in progress. Buffalo Park owns and operates community water companies that require a licensed water works operator and owns a commercial business center. Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis -- filed for protection under Chapter 11 of the Bankruptcy Code on March 21, 2012. The Lewises have been investing in, developing and managing real property for more than 60 years. The Bankruptcy Court granted joint administration of the two estates on July 18, 2013. BROWNSVILLE MD: Asks for Go Signal to Obtain Financing ------------------------------------------------------ Brownsville MD Ventures, LLC, seeks authorization from the Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas to obtain Post-Petition Financing to pay the premium for its insurance policy on its real property at 4750 North Expressway, Brownsville, Texas 78520. To secure repayment of the loan, the Debtor proposes to grant the member-lenders: (a) a first priority lien on (i) all unearned premiums which may be payable under the replacement policy; (ii) loss payments which reduce the unearned premiums, and (iii) any interest arising under a state guarantee funding relating to (i) and (ii); and (b) a junior lien on the Property, and the proceeds arising from the sale of the Property. This lien will be junior to both Cameron County's lien on the Property and Pineda's alleged lien on the Property. The Debtor has conferred with its members, and some or all of its members are willing and able to loan the Debtor funds so that the Debtor can pay the premium on the insurance policy. The member- lenders are willing to loan funds to the Debtor on a secured basis. Given the exigency of and the time constraints due to the current circumstances regarding insurance, the Debtor has been unable to seek financing on unsecured terms. The Pineda Grantor Trust II asserts liens on the Debtor's Property. Pineda also asserts an interest in the Debtor's cash. Pineda is believed to be greatly oversecured, based upon a 2011 appraisal of the Property in the amount of $20-$21 million. On Jan. 14, 2014, the Court authorized the Debtor to obtain post- petition insurance premium financing for its property insurance. The financing terms required the Debtor to make an initial down payment of $22,853.23, and 10 monthly payments of $6,654.25. The very next day, on Jan. 15, 2014, the financing company declined to extend financing to the Debtor because of the Debtor's pending bankruptcy case. The Debtor said in its Jan. 17, 2014 court filing that it has more than enough cash to make a lump-sum payment for its property insurance premium. The Pineda Grantor Trust II, however, did not consent to the Debtor's use of Pineda's alleged cash collateral for the payment. The Debtor had until Jan. 29, 2014 to obtain property insurance. Otherwise, Pineda would be able to commence foreclosure steps and to foreclose on the Debtor's real property. On Jan. 17, 2014, the Debtor sought the Court's permission to use cash collateral to pay $87,062.71 for the insurance premium. On Jan. 23, 2014, the Court denied, for the time being, that motion. About Brownsville MD Ventures Brownsville MD Ventures, LLC, was formed in 2004 for the purpose of acquiring real property and improvements in Brownsville, Texas. The company leased the property to Brownsville Doctors Hospital, LLC, which operated a hospital on the premises. The tenant has ceased operations, and the property has been vacant since August 2012. Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez, the managing member and the chairman of the board of managers, signed the bankruptcy petition. The Debtor disclosed $24 million in assets and $14.7 million in liabilities in its schedules. The Debtor's property was appraised by Compass Bank in July 2011 with a fair market value in excess of $20,000,000. Pineda Grantor Trust II, as assignee of Compass Bank (which provided a loan to finance the acquisition of the property), is the secured lender. Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin, Texas, serves as the Debtor's counsel. The Debtor tapped The Rentfro Law Firm PLLC as special counsel to provide legal advice regarding business matters. Judge Richard S. Schmidt presides over the case. BUILDERS GROUP: Ch. 11 Trustee Hires Albert Tamarez as Accountant ----------------------------------------------------------------- Noreen Wiscovitch Rentas, the Chapter 7 trustee of Builders Group & Development Corp. asks for permission from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Albert Tamarez Vasquez, CPA as the estate's accountant. The accounting firm will work on the following matters: (a) preparation of corporate tax returns and declarations, as long as these are deemed necessary in Chapter 7; (b) review of accounting records for preparation of year end accounting and reports, including preparation of quarterly tax returns, informative returns and employee withholding statements; (c) reconciliation, review and compilation of financial information and prepare reports requested by the trustee; (d) assist the trustee in review and reconciliation of creditor claims, including governmental agencies; (e) review financial records to determine if actions are necessary under sections 544, 546, 547, 548, and 549 of the Bankruptcy Code. This list not being exclusive; (f) review accounting records for rents received by secured creditors and Debtor prior to conversion to Chapter 7; and (g) assist in any forensic accounting as deemed necessary by the Trustee. The firm will be paid $150 per hour of service for Albert Tamarez Vasquez, CPA, $100 per hour of services of CPA Supervisor and $65 per hour of service of Staff Accountant. Albert Tamarez will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Tamarez assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Tamarez can be reached at: Albert Tamarez Vasquez, CPA Global Plaza Building 322 John Albert Erndt Street Suite 201H San Juan, PR 00920 Tel: (787) 795-2855 Fax: (888) 400-7923 E-mail: atamarez@tamarezcpa.com About Builders Group Builders Group & Development Corp. owns and manages the Cupey Professional Mall, a shopping center located in Cupey, Puerto Rico. The Company sought Chapter 11 protection (Bankr. D.P.R. Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its home-town. The company sought bankruptcy on the eve of a foreclosure sale of its property. The Debtor estimated at least $10 million in assets and liabilities in its petition. The Debtor Associates. Jose M. Monge Robertin, CPA, and Monge Robertin & Asociados Inc. serve as the Debtor's CPA/Insolvency and Restructuring Advisor. CAESARS ENTERTAINMENT: Bank Debt Trades at 4% Off ------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 96.14 cents-on-the-dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.36 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $26.09 billion in total assets, $27.59 billion in total liabilities and a $1.49 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CASH STORE: Conference Call on Q1 Results Scheduled for Feb. 4 -------------------------------------------------------------- Cash Store Financial will hold its First Quarter results conference call and webcast on February 4, 2014. The conference call may be accessed by dialing toll-free 1-888- 231-8191 and providing the conference ID #38529606. It will also be broadcast live via the Internet at: http://cnw.ca/B8g29 A replay of the conference call will be available until February 11, 2014, by dialing toll-free 1-855-859-2056 and providing the conference ID #38529606. Cash Store Financial is also announcing that it has filed its annual report for the year ended September 30, 2013 on Form 20-F with the SEC. The Form 20-F, including the audited financial statements included therein, is available at http://www.csfinancial.ca Hard copies of the audited financial statements are available free of charge on request by calling (780) 408-5110 or writing to: Attn: Investor Inquiries The Cash Store Financial Services Inc. 15511 123 Avenue Edmonton, Alberta, Canada T5V 0C3 About Cash Store Financial Headquartered in Edmonton, Alberta, The Cash Store Financial is the only lender and broker of short-term advances and provider of other financial services in Canada that is listed on the Toronto Stock Exchange (TSX: CSF). Cash Store Financial also trades on the New York Stock Exchange (NYSE: CSFS). Cash Store Financial operates 512 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 25 branches in the United Kingdom. Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial employs approximately 1,900 associates. The Cash Store incurred a net loss and comprehensive loss of C$35.53 million on C$190.76 million of revenue for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million on C$187.41 million of revenue for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. * * * As reported by the Troubled Company Reporter on January 2, 2014, Moody's Investors Service downgraded the Corporate Family and Senior Secured debt ratings of The Cash Store Financial Services Inc. to Caa2 from Caa1 and placed the ratings under review for further possible downgrade. The downgrade reflects regulatory challenges in the company's major operating market of Ontario, Canada that could significantly adversely affect the firm's financial performance as well as Cash Store's weak financial results. CHARTER COMMUNICATIONS: Time Warner Cable CEO Defends Bid Refusal ----------------------------------------------------------------- Chris Nolter, writing for The Deal, reported that Time Warner Cable Inc. CEO Robert Marcus divided the company's Jan. 30 investor call between presenting fourth-quarter earnings and defending its resistance to buyout overtures from Charter Communications Inc. "We're in the business of maximizing shareholder value," Marcus said, regarding Time Warner Cable's rejection of a $132.50 per share cash and stock offer from Charter, backed by John Malone's Liberty Media Corp., the report cited. With Time Warner Cable's shareholder meeting approaching and the prospect of Comcast Corp. agreeing to pick up some markets from Charter in a side deal, the pressure on the second-largest U.S. cable operator may grow more intense, the report said. Comcast's involvement, which is not confirmed, would increase the financial resources behind a bid and possibly increase calls for Time Warner Cable to engage more fully in talks. Craig Moffett of MoffettNathanson LLC described Time Warner Cable's position as a "last stand" in a Jan. 30 note, the report related. Marcus told investors that Time Warner Cable's numbers suffered last year because of the timing of increased promotional pricing, among other matters, the report further related. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). The Hon. James M. Peck presided over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, served as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, served as Charter Investment, Inc.'s bankruptcy counsel. Charter Communications emerged from Chapter 11 under its pre- arranged Joint Plan of Reorganization, which was confirmed by the Court on Nov. 17, 2009. The Plan was declared effective Nov. 30, 2009. About Time Warner Cable Time Warner Cable Inc., is among the largest providers of video, high-speed data and voice services in the U.S., with technologically advanced, well-clustered cable systems located mainly in five geographic areas - New York State (including New York City), the Carolinas, the Midwest (including Ohio, Kentucky and Wisconsin), Southern California (including Los Angeles) and Texas. As of September 30, 2013, TWC served approximately 15.1 million customers (approximately 14.5 million residential services customers and 606,000 business services customers) who subscribed to one or more of its video, high-speed data and voice services. CIT GROUP: DBRS Assigns 'BB' Issuer Rating ------------------------------------------ DBRS Inc. considers CIT Group Inc.'s 4Q13 results as evidencing the strength of the Company's commercial lending franchise with solid expansion in funded volumes in a highly competitive market. Moreover, despite a number of one-time items that resulted in lower YoY results, DBRS sees the Company's underlying results as sound despite the expected compression in adjusted finance margins and operating expenses that remain above Company targets. Positively, CIT reported new funded volumes of $3.1 billion in the quarter, the highest level post-reorganization. Corporate finance volumes were higher and with the mix balanced between asset- secured and cash flow loans. The delivery of 11 new aircraft and approximately 1,800 railcars as well as over $0.4 billion of lending drove the growth in Transportation Finance volumes. However, Vendor Finance volumes were lower reflecting the exit from certain subscale international platforms. As a result of the expansion in overall volumes, total commercial earning assets were 8% higher YoY and 2% higher QoQ at $32.7 billion. DBRS calculated adjusted revenues were stable QoQ at $474 million as adjusted net finance revenue was lower reflecting the sale of the higher yielding Dell European Vendor Finance portfolio and some lease rate compression on aircraft lease renewals. Higher fee revenue including an increase in capital market fees in Corporate Finance were the primary driver of the improvement in adjusted non-interest income. From DBRS's perspective, the improved full year revenue generation, (DBRS-calculated adjusted revenues for 2013 were $1.9 billion, 31% higher YoY) illustrates CIT's ability to grow earning assets while maintaining pricing discipline as well as the positive impact on margins from the substantial reduction in high cost debt achieved by the Company since reorganization. Excluding restructuring charges and the previously announced Tyco Tax Agreement settlement, adjusted operating expenses were flat QoQ at $227 million. Nevertheless, operating expenses remain outside the Company's target range of 2.00% - 2.50% of average earning assets. For 2014, DBRS expects CIT to make further progress towards this target through the rationalization of the international Vendor Finance platforms, cost reductions and asset growth. CIT's balance sheet strength remains sound underpinned by credit metrics that remain at cyclical lows, ample liquidity and solid capital. Liquidity was comprised of $8.8 billion cash and investment securities as well as $1.9 billion of unused and committed capacity under its revolving credit facility. DBRS notes that in January 2014 CIT renewed its revolving facility, lowering the commitment to $1.5 billion, while extending the maturity to January 2017. Preliminary Tier 1 capital at year- end 2013 was 16.7%, well-above regulatory requirements. DBRS rates CIT Group Inc.'s Issuer Rating at BB with a Positive trend. CLEAR CHANNEL: Bank Debt Trades at 2% Off ----------------------------------------- Participations in a syndicated loan under which Clear Channel Communications is a borrower traded in the secondary market at 97.60 cents-on-the-dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.57 percentage points from the previous week, The Journal relates. Clear Channel Communications pays 365 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 30, 2016, and carries Moody's Caa1 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Clear Channel Communications San Antonio, Texas-based Clear Channel Communications, Inc., an indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is one of the leading global media and entertainment companies specializing in radio, digital, outdoor, mobile, live events, and on-demand entertainment and information services for local communities and providing premier opportunities for advertisers. CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a global media and entertainment company. Its businesses include radio and outdoor displays. As of Sept. 30, 2013, the Company had $15.23 billion in total assets, $23.60 billion in total liabilities and a $8.37 billion total shareholders' deficit. * * * In May 2013, Moody's Investors Service said that Clear Channel's upsize of the term loan D to $4 billion from $1.5 billion will not impact the Caa1 facility rating assigned. Clear Channel's Corporate Family Rating is unchanged at Caa2. The outlook remains stable. Standard & Poor's Ratings Services also announced in May 2013 that its issue-level rating on Clear Channel's senior secured term loan remains unchanged at 'CCC+' following the company's upsize of the loan to $4 billion from $1.5 billion. The rating on parent company CC Media Holdings remains at 'CCC+' with a negative outlook, which reflects the risks surrounding the long-term viability of the company's capital structure. COLOR STAR: U.S. Trustee Forms Five-Member Creditor's Panel ----------------------------------------------------------- William T. Neary, United States Trustee for Region 6, appointed five creditors to serve on the Official Committee of Unsecured Creditors in the Chapter 11 cases of Color Star Growers of Colorado Inc. and its two debtor-affiliates. The members of the Committee are: a) Tony Lucarell (interim chair) Express Seed Co. Inc 51051 U.S. Hwy 20 Oberlin, OH 44074 Tel: (330) 607-3854 Fax: (440) 774-2728 Email: tlucarell@greencirclegrowers.com b) David Colotriano Michell's Seed P.O. Box 60160 King of Prussia, PA 19406 Tel: (610) 265-4200 Ext. 198 Fax: (610) 265-1141 Email: dcolatri@michells.com c) Andrew Stavrou Ball Seed Co. 622 Town Road West Chicago, ILL 60185 Tel: (630) 588-3256 Fax: (630) 562-7611 Email: astavrou@ballhort.com d) George Collins Summit Plastic Co. 1169 Brittain Rd. Akron, OH 44305 Tel: (330) 633-3668 Fax: (330) 633-9738 Email: georgecollins@summitplastic.com e) Art Phelps BWI Companies Inc. P.O. Box 990 Nash, Tex. 75569 Tel: (903) 334-0303 Fax: (903) 831-4799 Email: artphelps@bwjcompanies.com Color Star Growers of Colorado, Inc., and two affiliates sought Chapter 11 protection (Bankr. E.D. Tex. Case Nos. 13-42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas. The petitions were signed by Brad Walker, chief restructuring officer. Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, serves as the Debtors' counsel. COLOR STAR: Files Schedules of Assets And Liabilities ----------------------------------------------------- Color Star Growers of Colorado Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $33,100,000 B. Personal Property $13,301,367 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $56,000,000 E. Creditors Holding Unsecured Priority Claims $223,622 F. Creditors Holding Unsecured Non-priority Claims $5,984,075 ----------- -------------- TOTAL $46,401,367 $62,207,697 A copy of the schedules is available for free at: http://bankrupt.com/misc/COLORSTAR_sal.pdf Color Star Growers of Colorado, Inc., and two affiliates sought Chapter 11 protection (Bankr. E.D. Tex. Case Nos. 13-42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas. The petitions were signed by Brad Walker, chief restructuring officer. Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, serves as the Debtors' counsel. COMPREHENSIVE POWER: Equipment to Be Auctioned Off Feb. 11 ---------------------------------------------------------- Pursuant to Article 9 of the Uniform Commercial Code, Moog Inc., as secured party, will sell certain collateral owned by Comprehensive Power, Inc. at public auction to the highest bidder on Feb. 11, 2014 at 10:00 a.m. EST at 420 Northboro Rd. Central, Marlborough, MA 01752. The Collateral will be offered for sale as (A) an entirety, and also (B) in separate lots of (i) machinery and equipment assets, (ii) intellectual property, (iii) patents and (iiii) inventory and WIP. The method that produces the highest value will be confirmed at the time and place of sale. A $50,000 deposit is required to bid, settlement Feb. 12. Inspection is from 8:00 a.m. to 10:00 a.m. or by appointment. For further information and additional terms please contact: David A. Fiegel, Licensed MA Auctioneer #03219 BLACKBIRD ASSET SERVICES Tel: 716-632-1000 E-mail: info@blackbirdauctions.com Web site: http://www.blackbirdauctions.com CONE SHIPPING: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Cone Shipping, LLC 5900 West Baker Road Baytown, TX 77520-1620 Case No.: 14-30609 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtor's Counsel: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 Email: margaret@mmmcclurelaw.com Total Assets: $1.76 million Total Liabilities: $2.52 million The petition was signed by Matthew T. Cone, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. COOPER TIRE: Resolves Dispute at China Plant -------------------------------------------- Liz Hoffman, writing for The Wall Street Journal, reported that Cooper Tire & Rubber Co. agreed with Chengshan Group Co. to resolve ownership of their Chinese joint venture, where tensions last year erupted into a strike that derailed Cooper's $2.2 billion sale to an Indian company. According to the report, Cooper laid out a plan that will either see the Ohio-based company or its local partner, Chengshan, take full control of the joint venture. The first step is an independent valuation of the business, which accounted for about one-quarter of Cooper's $4.2 billion in 2012 sales, according to filings. The Jan. 30 agreement sets a floor of $435 million on the valuation. Cooper owns 65% and Chengshan owns 35% of the venture, the report said. Known as CCT, the operation became an hurdle in Cooper's failed sale to Indian suitor Apollo Tyres Ltd. last year, the report related. The deal fell apart in December after the factory in eastern China revolted on news of the sale. Workers struck, and management revoked Cooper's access to the factory's financial records, according to public filings, the report cited. Cooper is a Delaware corporation with its principal executive offices located in Findlay, Ohio. Cooper is the parent company of a global family of companies that specialize in the design, manufacture, marketing and sales of passenger car and light truck tires. Cooper has joint ventures, affiliates and subsidiaries that also specialize in medium truck, motorcycle and racing tires. The Individual Defendants are directors and officers of the Company. * * * Moody's Investors Service late last month revised Cooper Tire & Rubber Company's rating outlook to negative. In a related action, the company's credit ratings were confirmed, including Corporate Family and Probability of Default rating at B1 and B1-PD, respectively, and senior unsecured notes at B2. The action concluded the review for downgrade initiated on June 17, 2013. The company's Speculative Grade Liquidity Rating was lowered to SGL-4 from SGL-2. CORAL BAR: Case Summary & 3 Unsecured Creditors ----------------------------------------------- Debtor: Coral Bar, Inc. 4705 N. Bailey Rd. Coral, MI 49332 Case No.: 14-00488 Chapter 11 Petition Date: January 30, 2014 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Judge: Hon. Jeffrey R. Hughes Debtor's Counsel: Todd A. Almassian, Esq. KELLER & ALMASSIAN PLC 2810 East Beltline Ln, NE Grand Rapids, MI 49525 Tel: (616) 364-2100 Email: ecf@kalawgr.com Estimated Assets: not indicated Estimated Liabilities: not indicated A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/miwb14-488.pdf CREATIONS GARDEN: Feb. 12-13 Auction Scheduled for Various Assets ----------------------------------------------------------------- Tiger Group's Remarketing Services Division and Reich Brothers are now accepting offers for the assets of Creations Garden Natural Products, Inc. Tiger and Reich are conducting the sale in cooperation with Brian Testo Associates. At its peak, Creations Garden posted annual sales of $50 million, with its products sold at such retailers as Target, Sam's Club, BJs Wholesale Club, Walgreens, Duane Reade, Hi Health, TJ Maxx, and AM/PM. The bankrupt company's product lines include skin care, hair care, nutraceuticals, organic supplements, tattoo and piercing skin care, organic pet supplements, beverages, powdered drinks and energy shots. The business is being offered for sale as a going concern, or in lots during a live webcast auction scheduled for February 12 and 13. The auction will take place both days at 10:30 a.m. (PT) at the Hyatt Regency Valencia located at 24500 Town Center Dr., Valencia, and online at www.SoldTiger.com Assets being offered include the global company's brand names and other intellectual property; more than $8 million of finished goods, component and raw inventory; more than 200,000 square feet of state-of-the-art filling, mixing, packaging and support equipment; as well as office, laboratory, warehousing and transportation equipment. "This sale represents a tremendous buying opportunity for a broad audience," said Jeff Tanenbaum, President of Tiger Remarketing Services. "We are always hopeful a going concern buyer recognizes the opportunity and steps up to put the company and its employees back to work. However, if this does not occur, the components of this operation appeal to many audiences -- from national competitors and related packaging operations who will appreciate the late-model, well maintained mixing, processing and packaging equipment, to any local and regional business interested in warehouse, distribution, facility and office equipment." The trade names being offered include the Creation's Garden(R) brand of nutritional supplements, body cleansing supplements and other natural remedies; Rocco's Old School Products,(R) a natural and organic skin care line devoted exclusively to the tattoo, piercing and body art marketplace; and The Flying Basset,(TM) the first organic whole food pet supplement line. Finished goods inventories include the company's own brands as well as products under retail private labels. The multi-million- dollar component and raw material inventory includes bottles and caps, tubes, jars, and ingredients, as well as materials purchased from domestic vendors. The filling equipment features 11 single and dual head HMC Bartelt machines (rebuilt by HMC between 2008 and 2011) equipped for liquid and/or powder and tablet filling; a 2006 Norden 420HA Tube Filler; and a complete Kalish Swiftpack line. The company's complete liquid bottling line includes an Accutek bottle sorter, Biner Ellison filling machine, a Kaps Plus capper, conveyers, heat tunnels, and Video Jet Ink coders. Tablet equipment includes a 2007 O'Hara Fastcoat coater, four Stokes tablet presses, three Bosch high-speed encapsulators, and three Schaeffer encapsulators. Also available will be packaging equipment that includes an ALS automatic tube labeler; an Axon shrink sleeve label applicator; two Belco heat tunnels; and two complete pill bottle fill lines with lane counters, neck banders, labelers, sleevers and accumulation tables. Among the mixing equipment will be two B Cast 3,000-gallon stainless steel mix tanks; thirty 275-cubic-foot ribbon blenders; and assorted stainless steel-jacketed mixing tanks and kettles. Lab equipment includes five late-model Shimadzu HPLCs, two Shimadzu gas chromatographs, a Rotovapor, and numerous platform and benchtop scales. Plant support equipment for bid includes a Torit dust collector, an Air Foxx dust collector and three Puretec Aquafine DI water systems. Other assets include executive office and reception furniture and furnishings, file cabinets, telephone systems, copiers, and desktop and notebook computers, along with servers and presentation equipment. Vehicles being sold include an International 26-foot box truck with lift gate, an Isuzu 16-foot box truck with lift gate, a 2010 Chevrolet Suburban, a 2008 GMC Express Cargo Van, as well as seven electric and lpg Toyota forklifts. Warehouse and support equipment includes more than 400 sections of pallet racking, floor scales, electric pallet jacks, manual pallet jacks, rolling ladders, merchandise carts, stock shelving, and commercial refrigerators. The company filed for Chapter 11 bankruptcy on November 20, 2013 in the California Central Bankruptcy Court (case number 2:13-bk- 37815). The assets will be available for inspection on February 10 and 11 from 9:00 a.m. to 5:00 p.m. (PT) at the following locations in Valencia: tablet facility and corporate offices at 24849 Anza Dr.; Bartelt packaging and other filling equipment at 24749 Avenue Rockefeller and 24887 Avenue Rockefeller; laboratory, mixing and filling equipment at 27540 Avenue Mentry; finished goods and packaging equipment at 27615 Avenue Hopkins. Additional Bartelt packaging and other filling equipment can be viewed at 28926 Hancock Parkway in Castaic, Calif. Creations Garden Natural Products, Inc. is a natural products manufacturer based in Valencia, Calif. CASH STORE: To Hold Q1 Conference Call on February 4 ---------------------------------------------------- The Cash Store Financial Services Inc. will hold its first quarter results conference call and webcast with shareholders, analysts and institutional investors on Tuesday, February 4th at 9:00 am EST. The results for the three months ended Dec. 31, 2013, will be released after market closes on Monday, Feb. 3, 2014. The conference call may be accessed by dialing toll-free 1-888- 231-8191 and providing the conference ID #38529606. It will also be broadcast live via the Internet at: http://cnw.ca/B8g29 A replay of the conference call will be available until Feb. 11, 2014, by dialing toll-free 1-855-859-2056 and providing the conference ID #38529606. 2013 Annual Results Cash Store Financial also filed its annual report for the year ended Sept. 30, 2013, on Form 20-F with the U.S. Securities and Exchange Commission. Hard copies of the audited financial statements are available free of charge on request by calling (780) 408-5110 or writing to: Attn: Investor Inquiries The Cash Store Financial Services Inc. 15511 123 Avenue Edmonton, Alberta, Canada T5V 0C3 Cash Store Financial reported a net loss and comprehensive loss of C$35.53 million on C$190.76 million of revenue for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million on C$187.41 million of revenue for the year ended Sept. 30, 2012. The Company's balance sheet at Sept. 30, 2013, showed C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. A full-text copy of the Form 20-F is available for free at: http://is.gd/8zSsP1 About Cash Store Financial Headquartered in Edmonton, Alberta, The Cash Store Financial is the only lender and broker of short-term advances and provider of other financial services in Canada that is listed on the Toronto Stock Exchange (TSX: CSF). Cash Store Financial also trades on the New York Stock Exchange (NYSE: CSFS). Cash Store Financial operates 512 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 25 branches in the United Kingdom. Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial employs approximately 1,900 associates. * * * As reported in the Feb. 8, 2013 edition of the TCR, Standard & Poor's Ratings Services lowered its issuer credit rating on Cash Store Financial (CSF) to 'CCC+' from 'B-'. The outlook is negative. "The downgrades follow a proposal by the payday loan registrar in Ontario to revoke CSF's payday lending licenses and CSF's announcement that it has discontinued its payday loan product in the region," said Standard & Poor's credit analyst Igor Koyfman. The company's businesses in Ontario, which account for approximately one-third of its store count, will begin offering a new line of credit product to its customers. S&P believes this is to offset the loss of its payday lending product; however, this is a relatively new product, and S&P believes that it will be challenging for the company to replace its lost earnings from the payday loan product. S&P also believes that the registrar's proposal could lead to similar actions in other territories. As reported by the TCR on Jan. 2, 2014, Moody's Investors Service downgraded the Corporate Family and Senior Secured debt ratings of The Cash Store Financial Services Inc. to Caa2 from Caa1 and placed the ratings under review for further possible downgrade. The downgrade reflects regulatory challenges in the company's major operating market of Ontario, Canada that could significantly adversely affect the firm's financial performance as well as Cash Store's weak financial results. CELL THERAPEUTICS: OKs Extension of LTIP Performance Period ----------------------------------------------------------- Cell Therapeutics, Inc., previously adopted a long-term incentive program, effective as of Jan. 3, 2012, that provided for grants of performance-based equity awards to the Company's executive officers and directors. Awards currently outstanding under the program were granted to James A. Bianco, the Company's chief executive officer and president; Louis A. Bianco, the Company's executive vice president, finance and administration; Jack W. Singer, M.D., the Company's executive vice president, Global Medical Affairs and Translational Medicine; and Matthew Plunkett, the Company's executive vice president, Corporate Development. In addition, each of the Company's directors who are not employed by the Company, including John H. Bauer, Vartan Gregorian, Richard L. Love, Mary O. Mundinger, Phillip N. Nudelman, Frederick W. Telling and Reed V. Tuckson, holds an outstanding award under the program. These awards are scheduled to expire on Dec. 31, 2015, to the extent the related performance goals have not been attained. On Jan. 30, 2014, the Compensation Committee of the Board of Directors of the Company approved, for the awards held by each of the executive officers, an extension of the performance period by one year to Dec. 31, 2016, and the addition of the "Tosedostat Phase III" and "Tosedostat Approval" goals, and the Board of Directors approved similar changes for the awards held by the Non- Employee Directors. The Performance Goals are as follows: (a) completion of a Phase III trial for Tosedostat that satisfies the primary endpoint set forth in the statistical plan then in effect on or before Dec. 31, 2016; (b) approval of a new drug application or a marketing authorization application for Tosedostat on or before Dec. 31, 2016; (c) completion of a Phase III trial for Pacritinib that satisfies the primary endpoint set forth in the statistical plan then in effect on or before Dec. 31, 2016; (d) approval of a new drug application or a marketing authorization application for Pacritinib on or before Dec. 31, 2016; (e) approval of a new drug application for Opaxio on or before Dec. 31, 2016; (f) achievement of fiscal year sales equal to or greater than $50,000,000 with respect to any fiscal year beginning on or after Jan. 1, 2012, and ending on or before Dec. 31, 2016; (g) achievement of fiscal year sales equal to or greater than $100,000,000 with respect to any fiscal year beginning on or after Jan. 1, 2012, and ending on or before Dec. 31, 2016; (h) achievement of cash flow break even for any two consecutive fiscal quarters beginning on or after Jan. 1, 2012, and ending on or before Dec. 31, 2016; (i) achievement of earnings per share in any fiscal year beginning on or after Jan. 1, 2012, and ending on or before Dec. 31, 2016, equal to or greater than $0.30 per share of Common Stock; and (j) achievement of a market capitalization of $1 billion or greater at any time during the period beginning on Jan. 1, 2012, and ending on Dec. 31, 2016, based on the average of the closing prices of the Common Stock over a period of five consecutive trading days during that period. On Jan. 30, 2014, the Compensation Committee approved awards of restricted stock to each of the Company's named executive officers as follows: Dr. James Bianco - 1,313,997 shares; Mr. Louis Bianco - 394,199 shares; Dr. Jack W. Singer - 394,199 shares; and Dr. Matthew Plunkett - 394,199 shares. Each of these awards was effective on the date of grant and will vest in three equal instalments on each of March 21, 2014, Sept. 21, 2014, and March 21, 2015, subject to the executive's continued employment with the Company through the applicable vesting date. On Jan. 30, 2014, the Company's Board of Directors approved an award of 219,000 shares to Dr. Phillip Nudelman and awards of 146,000 shares to each of the other Non-Employee Directors. Each of these awards to the Non-Employee Directors was fully vested on the date of grant. A copy of the Form 8-K Report is available for free at: http://is.gd/IyhroH About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. The Company's balance sheet at Sept. 30, 2013, showed $47.23 million in total assets, $33.39 million in total liabilities, $13.46 million in common stock purchase warrants, and $387,000 in total shareholders' equity. Going Concern The Company's independent registered public accounting firm included an explanatory paragraph in its reports on the Company's consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial doubt as to the Company's ability to continue as a going concern. Although the Company's independent registered public accounting firm removed this going concern explanatory paragraph in its report on the Company's Dec. 31, 2012, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. "The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in its quarterly report for the period ended Sept. 30, 2013. The Company added that it may not be able to maintain its listings on The NASDAQ Capital Market and the Mercato Telematico Azionario stock market in Italy, or the MTA, or trading on these exchanges may otherwise be halted or suspended, which may make it more difficult for investors to sell shares of the Company's common stock. Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications relating to intellectual property for pacritinib, PIXUVRI, tosedostat, and brostallicin. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio which uses polymers that are linked to drugs, known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights," the Company said in its Form 10-Q for the period ended Sept. 30, 2013. DESERT COMMUNICATIONS: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Desert Communications, Inc. 7100 Westwind, Suite 300 El Paso, TX 79912 Case No.: 14-30152 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Western District of Texas (El Paso) Judge: Christopher Mott Debtor's Counsel: Wiley France James, III, Esq. JAMES & HAUGLAND, P.C. 609 Montana Ave. El Paso, TX 79902 Tel: (915) 532-3911 Fax: (915) 541-6440 Email: wjames@jghpc.com - and - Corey W. Haugland, Esq. JAMES & HAUGLAND, P.C. 609 Montana Ave. El Paso, TX 79902 Tel: (915) 532-3911 Fax: (915) 541-6440 Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The Debtor did not file a list of its largest unsecured creditors when it filed the petition. DETROIT, MI: Emergency Manager Presents Plan of Adjustment ---------------------------------------------------------- Kevyn Orr, the Emergency Manager for the City of Detroit on Jan. 29 presented to the City's creditors who are participating in the mediation conducted by Chief Judge Gerald E. Rosen, on a confidential basis, a Proposed Plan of Adjustment. The Plan outlines the treatment each class of creditors would receive for their claims in Detroit's restructuring under Chapter 9 of the U.S. Bankruptcy Code. The City currently intends to file the Plan, which may be further modified, in approximately two weeks with the United States Bankruptcy Court for the Eastern District of Michigan. Mr. Orr and his team believe the Plan offers the most effective and efficient way for Detroit to resolve its numerous issues, revitalize itself and continue with its efforts to once again become an attractive place in which to live, work and invest. The Plan distributed to creditors participating in the court-ordered mediation reflects some of the discussions the City and its creditors have held to date and offers a good platform for those discussions moving forward. Mr. Orr and his advisers have been negotiating closely with all classes of creditors to pursue consensual agreements, with the goal of securing the long-term viability of Detroit and its 700,000 residents, while maximizing recoveries for the City's creditors in a reasonable and equitable fashion. The negotiations and the federal mediation process have been progressing well, as evidenced by the City's entry into a five-year contract with the City's EMS union. Also, the City is gratified by the tremendous efforts of the mediators in generating the proposed financial support by the State of Michigan and several philanthropic organizations that will help support the City's public employee pension funds and help resolve issues surrounding the Detroit Institute of Arts. Additional recent accomplishments in the restructuring process include an agreement to transfer the long-challenged City electrical grid to DTE Energy, and the beginning of blight removal and restoration of public lighting. "Our focus has been to help Detroit regain a strong economic footing," said Mr. Orr. "There is much work still to do and we believe the proposed Plan provides the roadmap for all parties to resolve all outstanding issues and facilitate the City's efforts to achieve long-term financial health. "While this process is not an easy one, I appreciate the concerns people in the Detroit metro area are facing as a result of the City's problems. Time is of the essence -- the longer we remain entrenched in our positions and fail to reach an agreement, the worse life gets for Detroit's 700,000 residents and the greater our collective challenges become. We need to move quickly and efficiently. My team and I believe this Plan presents each interested party with fair and equitable treatment, and we look forward to working with our creditors to adopt this Plan and put Detroit back on the path to stability and success." The City's website also contains information and links relating to the chapter 9 case. Bankruptcy Court filings are available online, free of charge, at http://kccllc.net/Detroit Miller Buckfire & Co., Jones Day, Ernst & Young LLP and Conway MacKenzie Inc. are advising the City of Detroit on its restructuring. 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23, 2013, appointed five creditors to serve on the Official Committee of Unsecured Creditors. DETROIT, MI: Sues to Cancel Some Costly Contracts ------------------------------------------------- Mary Williams Walsh, writing for The New York Times' DealBook, reported that Detroit filed suit on Jan. 31 to invalidate some complex transactions it used to finance its pensions, contending they were illegal from the very beginning. According to the report, in a complaint filed in United States bankruptcy court, the city argues that deals with special entities set up in 2005 and 2006, which raised $1.4 billion, were aimed only at circumventing a ceiling on the amount of debt it could take on. It is seeking a ruling that it has no obligation to make payments on the so-called certificates of participation issued to raise the money. In a stunning turnaround, Detroit is also seeking to cancel some costly long-term contracts that were part of the deal, leaving two large banks, Bank of America and UBS, empty-handed just weeks after offering to pay them $165 million to get out of them, the report related. If a judge agrees, Detroit could be freed from having to honor the contracts, known as interest-rate swaps, which require it to pay tens of millions of dollars a year to the two banks. Detroit's lawsuit came two weeks after its bankruptcy judge, Steven Rhodes, rejected the $165 million proposal as "too much money" and sent the city back to negotiate less costly terms, the report said. He also suggested that the city could bring suit contesting the legality of the transactions. Rather than proposing to pay a smaller amount to terminate the swaps, Detroit is seeking a court ruling that they were illegal from the outset, the report further related. It says that in 2005 it was in no position to borrow, having exhausted its capacity to issue debt under state law. It argues that the two banks led a team that created sham corporations and made it look as if those corporations, and not Detroit, had issued the debt. 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23, 2013, appointed five creditors to serve on the Official Committee of Unsecured Creditors. DETROIT, MI: Court Rejects Bid for Assessment of Art Collection --------------------------------------------------------------- Judge Steven W. Rhodes of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, denied the motion for the Court to appoint and direct the City of Detroit to cooperate with a committee of creditors and interested persons to assess the art collection of the Detroit Institute of Arts based on arms-length market transactions to establish a benchmark valuation. The motion, which was filed by a group of creditors, asserted that the "best interests of creditors" requirement dictates that the City must demonstrate that its plan maximizes the value of the Art to enhance creditor recoveries. The only way to prove this, according to the creditors, is to provide an assessment of the Art based on arms-length market transactions, against which creditors and the Court can compare the City's plan's proposed treatment of the Art. The creditors group consists of Financial Guaranty Insurance Company, Syncora Guarantee Inc. and Syncora Capital Assurance Inc., FMS-WM Service, solely in its capacity as servicer for FMS Wertmanagement, Ambac Assurance Corporation, Hypothekenbank Frankfurt AG, Hypothekenbank Frankfurt International S.A., and Erste Europaische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg S.A., Michigan Council 25 of the American Federation of State, County and Municipal Employees, AFL- CIO and Sub-Chapter 98, City of Detroit Retirees, Wilmington Trust Company, National Association, as Successor Trustee and Successor Contract Administrator, Dexia Credit Local, Dexia Holdings, Inc., and NORD/LB Covered Finance Bank S.A. Attorneys for Financial Guaranty Insurance Company are Ernest J. Essad Jr., Esq. -- EJEssad@wwrplaw.com -- and Mark R. James, Esq. -- mrjames@wwrplaw.com -- at Williams, Williams, Rattner & Plunkett, P.C., in Birmingham, Michigan; and Alfredo R. Perez, Esq. -- alfredo.perez@weil.com -- at WEIL, GOTSHAL & MANGES LLP, in Houston, Texas. Attorneys for Syncora Capital Assurance Inc. and Syncora Guarantee Inc. are James H.M. Sprayregen, P.C., Esq., Ryan Blaine Bennett, Esq., and Stephen C. Hackney, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Stephen M. Gross, Esq., David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins PLC, in Bloomfield Hills, Michigan. Attorneys for FMS Wertmanagement are Rick L. Frimmer, Esq. -- rfrimmer@schiffhardin.com -- Karen V. Newbury, Esq. -- knewbury@schiffhardin.com -- and Michael W. Ott, Esq. -- mott@schiffhardin.com -- at Schiff Hardin, LLP, in Chicago, Illinois. Counsel for Ambac Assurance Corporation are Carol Connor Cohen, Esq. -- Carol.Cohen@arentfox.com -- Caroline Turner English, Esq., at Arent Fox LLP, in Washington, D.C.; David L. Dubrow, Esq. -- david.dubrow@arentfox.com -- and Mark A. Angelov, Esq. -- mark.angelov@arentfox.com -- at Arent Fox LLP, in New York; and Daniel J. Weiner, Esq. -- bbest@schaferandweiner.com -- and Brendan G. Best, Esq., at Schafer And Weiner, PLLC, in Bloomfield Hills, Michigan. Attorneys for Hypothekenbank Frankfurt AG, Hypothekenbank Frankfurt International S.A., Erste Europaische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg S.A., are Howard S. Sher, Esq. -- howard@jacobweingarten.com -- at Jacob & Weingarten, P.C., in Troy, Michigan; Vincent J. Marriott, III, Esq. -- marriott@ballardspahr.com -- at Ballard Spahr LLP, in Philadelphia, Pennsylvania; and Matthew G. Summers, Esq. -- summersm@ballardspahr.com -- at Ballard Spahr LLP, in Wilmington, Delaware. Counsel to Michigan Council 25 of the American Federation of State, County and Municipal Employees (AFSCME), AFL-CIO and Sub- Chapter 98, City of Detroit Retirees, are Sharon L. Levine, Esq. - - slevine@lowenstein.com -- and Philip J. Gross, Esq. -- pgross@lowenstein.com -- at Lowenstein Sandler LLP, in Roseland, New Jersey; Herbert A. Sanders, Esq. -- hsanders@miafscme.org -- at The Sanders Law Firm PC, in Detroit, Michigan; and Richard G. Mack, Jr., Esq., at Miller Cohen, P.L.C., in Detroit, Michigan. Counsel for Wilmington Trust Company, National Association, as Successor Trustee and Successor Contract Administrator are Kristin K. Going, Esq., and Heath D. Rosenblat, Esq. -- Heath.Rosenblat@dbr.com -- at Drinker Biddle & Reath LLP, in New York. Counsel to Dexia Credit Local, Dexia Holdings, Inc., and NORD/LB Covered Finance Bank S.A., are Deborah L. Fish, Esq., ALLARD & FISH, P.C., in Detroit, Michigan; and Thomas Moers Mayer, Esq., and Jonathan M. Wagner, Esq., at Kramer Levin Naftalis & Frankel LLP, in New York. 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23, 2013, appointed five creditors to serve on the Official Committee of Unsecured Creditors. DETROIT, MI: Plan Is Said to Split Creditors Into 2 Groups ---------------------------------------------------------- Mary Williams Walsh and Michael J. de la Merced, writing for The New York Times' DealBook, reported that Detroit is preparing to resolve its bankruptcy case by splitting its unsecured creditors into two groups and treating them differently, according to people briefed on the city's plan. According to the report, one group, composed of retired city workers, would get cash for their claims, while others, holders and insurers of certain city debts, would get a series of notes of uncertain but lesser value. One person, who asked not to be identified because of a confidentiality order, called the plan "massively discriminatory." It is a fundamental principle of United States bankruptcy law that similarly situated creditors are treated equitably, the report related. In Detroit's bankruptcy case, both the pensioners and the general obligation bondholders are eager to avoid a court precedent where one group would be privileged above another. Some creditors view the city's proposal, presented in sometimes tense meetings with a mediator, as a blunt negotiating tool meant to cudgel them into accepting unfavorable terms, one of the people briefed on it said, the report further related. The city is expected to file a plan with the bankruptcy court by Feb. 17. After that, creditors will file any objections, the report said. Detroit's bankruptcy judge, Steven Rhodes, must eventually decide whether the plan is fair and equitable. 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23, 2013, appointed five creditors to serve on the Official Committee of Unsecured Creditors. DIAMOND FOODS: Moody's Assigns B3 CFR & Rates $415MM Sec. Loan B2 ----------------------------------------------------------------- Moody's Investors Service assigned a first time Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of B3 and B3- PD, respectively, to Diamond Foods, Inc. (Diamond). Moody's also assigned a B2 (LGD 3, 42%) rating to its proposed $415 million senior secured term loan, a Caa2 (LGD 5, 86%) rating to its proposed $230 million senior unsecured notes , and an SGL-2 Speculative Grade Liquidity Rating. The outlook is stable. Proceeds from the issuance will be used to refinance existing debt. Ratings Rationale Diamond's B3 CFR reflects its high financial leverage, narrow margins, recently declining sales due to a loss of suppliers in its nuts business and change in promotional policy on Kettle Brand, and its exposure to commodity risk. It also reflects recent walnut shortages, and its relatively small scale compared to other market-leading branded snack food companies. Furthermore, ratings reflect the challenges facing some of its categories, including popcorn, which has experienced declining consumption. Diamond's weaknesses are partially offset by its attractive snack categories, solid portfolio of snack brands -- including Kettle Brand and Pop Secret -- modest geographic diversification outside of the US, including a solid presence in the UK, and good liquidity. Moody's believes that Diamond's problems relating to its previous accounting treatment of grower payments are mostly behind the company. Diamond recently settled a related shareholder lawsuit for $96 million with only a $11 million cash outlay ($10 million of which was paid by insurance) and settled its litigation with the SEC for $5 million, eliminating uncertainty around these issues. However the company still needs to demonstrate that it can regain growth momentum across its businesses. Diamond's SGL-2 speculative grade liquidity rating reflects its good liquidity. The company's internal cash flow over the next year is likely sufficient to meet all basic cash needs, including working capital spending, term loan amortization and capital expenditures. However, Moody's notes that the quarter ending October 31st generally requires a large cash outflow for working capital buildup due to walnut supplier payments. The company's maintenance capital spending needs are limited and it has no near term debt maturities other than term loan amortization. Diamond's new facilities include a $125 million ABL revolving credit facility (unrated) and Moody's expects that Diamond will generally draw down $50 to $70 million in its first quarter (ending in October) every year due to seasonal working capital needs. Diamond's capital structure is covenant-lite and its ABL facility only includes a springing 1.0 times interest coverage ratio maintenance covenant if availability falls below 10% of the ABL commitment, which Moody's expects to be unlikely. The stable outlook reflects Moody's expectation that Diamond will stabilize its business over the next twelve-to-eighteen months. While leverage is high initially, the company's positive operating cash flow should allow for leverage reduction over time. A return to growth could accelerate leverage reduction, which would be positive for the rating. An upgrade could occur if EBIT margins remain at least in the high single digits, debt to EBITDA is maintained below six times, free cash flow is positive and there is evidence of sustained operating performance stabilization. A downgrade is unlikely in the near future but could occur if operating margins decline, leverage increases, EBIT to interest is below one times or liquidity weakens. Any debt-financed dividend or acquisition could also result in a downgrade. The following ratings were assigned: Corporate Family Rating at B3 Probability of Default at B3-PD Senior Secured Term Loan at B2 (LGD 3, 42%) Senior Unsecured Notes at Caa2 (LGD 5, 86%) Speculative Grade Liquidity Rating at SGL-2 The principal methodology used in this rating was the Global Packaged Goods published in June 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. Headquartered in San Francisco, California, Diamond Foods, Inc. is a packaged food company specializing in processing, marketing and distributing snack products and culinary, in-shell and ingredient nuts. Diamond has four distinct brands in two segments (snacks and nuts). including Diamond of California nuts, Kettle Brand potato chips, Pop-Secret popcorn and Emerald nuts. Net sales were $864 million for the fiscal year ended 7/31/2013. EAU TECHNOLOGIES: Board Chairman Leo Montgomery Resigns ------------------------------------------------------- Leo Montgomery, the non-executive Chairman of the Board of Directors of EAU Technologies, Inc., informed the Company on Dec. 17, 2013, that he is resigning as a director effective immediately. At the time of his resignation, Mr. Montgomery was also serving as Chairman of the Company's audit committee and on the compensation committee. EAU did not have any disagreement with Mr. Montgomery. The Company expressed its appreciation to Mr. Montgomery for his many years of service on the board. About EAU Technologies Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of developing, manufacturing and marketing equipment that uses water electrolysis to create non-toxic cleaning and disinfecting fluids for food safety applications as well as dairy drinking water. EAU Technologies reported a net loss of $2.03 million for the year ended Dec. 31, 2012, as compared with a net loss of $3.04 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.18 million in total assets, $8.49 million in total liabilities and a $7.31 million total stockholders' deficit. HJ & Associates, LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Company has a working capital deficit, a deficit in stockholders' equity and has sustained recurring losses from operations which raise substantial doubt about the Company's ability to continue as a going concern. EMORAL INC: Buyer of Assets Not Liable for PI Claims ---------------------------------------------------- A three-judge panel from the U.S. Court of Appeals for the Third Circuit composed of Judge Julio M. Fuentes, Judge Robert E. Cowen, and Judge Maryanne Trump Barry on Jan. 24, 2014, affirmed a decision of a district court holding that personal injury causes of action arising from the alleged wrongful conduct of a debtor corporation, asserted against a third-party non-debtor corporation on a "mere continuation" theory of successor liability under state law, are properly characterized as "generalized claims" constituting property of the bankruptcy estate. In August of 2010, Aaroma Holdings LLC purchased certain assets and assumed certain liabilities of Emoral, Inc., a manufacturer of diacetyl, a chemical used in the food flavoring industry. The Asset Purchase Agreement specifically provided that Aaroma was not assuming Emoral's liabilities related to the "Diacetyl Litigation," and that it was not purchasing Emoral's corresponding insurance coverage. When Emoral filed for bankruptcy protection in June of 2011, disputes arose between the bankruptcy trustee and Aaroma, including, for example, the Trustee's claim that Emoral's sale of assets of Aaroma constituted a fraudulent transfer. On Sept. 21, 2011, the Trustee and Aaroma entered into a settlement agreement resolving the claims. As part of the agreement, Aaroma agreed to pay $500,000 and take certain specific actions, and the Trustee agreed to release Aaroma from any "causes of action . . . that are property of the Debtor's Estate" as of the date of the agreement. At a hearing before the Bankruptcy Court regarding approval of the settlement, the Diacetyl Plaintiffs objected to the releases contained in the agreement to the extent that those releases might bar them from bringing claims against Aaroma, as a successor to Emoral, for personal injuries related to diacetyl. A representative for the Trustee stated its view that the Diacetyl Plaintiffs' successor liability claims against Aaroma "do[] not belong to the Estate" and that the Trustee, therefore, "can't release [them]." The appeal is Diacetyl Plaintiffs (In re EMORAL, Inc.), No. 13- 1467 (3rd Cir.). A full-text copy of the Decision penned by Judge Barry is available at http://bankrupt.com/misc/3rdCir131467.pdf Nancy Isaacson, Esq. -- nisaacson@greenbaumlaw.com -- at Greenbaum, Rowe, Smith & Davis, in Roseland, New Jersey; and Kenneth B. McClain, Esq., at Humphrey, Farrington & McClain, at 221 West Lexingtonm P.O. Box 900, Suite 400, in Independence, Missouri, Counsel for Appellants. Christopher Landau, Esq. -- christopher.landau@kirkland.com -- and Liam P. Hardy, Esq. -- liam.hardy@kirkland.com -- at Kirkland & Ellis, in Washington, D.C.; and Paul Basta, Esq. -- paul.basta@kirkland.com -- at Kirkland & Ellis, in New York, Counsel for Appellee. EXIDE TECHNOLOGIES: Creditors Tap "Secret" Economic Consultant -------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Exide Technologies seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain a firm to provide economic consulting services. Specifically, the firm will assist the Committee's counsel in its investigation of potential causes of action that the Debtors' estate may hold relating to potential price manipulation, including but not limited to price-fixing and price stabilization in the lead market by, among others, the London Market Exchange, Ltd. and large metal warehousing companies, and to assess the damages that the Debtor may have suffered as a result. The Committee also seeks authority not to reveal the identity of the consulting firm, as well as the details of the services to be performed by the firm as disclosure of such may require the disclosure of privileged information or confidential litigation strategy. The firm will be paid $575 to $1,000 for partners, $450 to $600 for principals, $400 to $500 for managers, $350 to $600 for senior economists, $340 to $400 for senior consultants, $325 to $375 for economists, $300 to $350 for consultant II, $280 for consultant I, $200 to $275 for project coordinators, $175 to $200 for project assistants, and $175 for research assistants. The firm will also be reimbursed for any necessary out-of-pocket expenses. The firm assures the Court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A hearing on the retention application is set for Feb. 20, 2014, at 2:00 p.m. (ET). Objections are due Feb. 10. The Committee is represented by Robert J. Dehney, Esq., Eric D. Schwartz, Esq., Erin R. Fay, Esq., and Justin Kirk Houser, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; and Kenneth A. Rosen, Esq., Sharon L. Levine, Esq., and Gerald C. Bender, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide's international operations were not included in the filing and have continued their business operations without supervision from the U.S. courts. When it filed for bankruptcy, the Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. In its formal schedules filed with the Court in August 2013, Exide listed $1,704,327,521 (plus undetermined amounts) in total assets; and $988,700,577 (plus undetermined amounts) in total liabilities. For the 2013 case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. FPL ENERGY: S&P Affirms 'BB' Rating on $380MM Secured Bonds ----------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB' rating on FPL Energy American Wind LLC's (American Wind) $380 million senior secured bonds due 2023 ($108.1 million outstanding as of Dec. 31, 2013). At the same time, S&P revised the rating outlook to stable from negative. The '1' recovery rating on American Wind's senior secured notes remains '1', indicating S&P's expectation of a very high (90% to 100%) recovery if a default occurs. S&P revised the outlook on American Wind to stable because it believes that the relatively stabilized O&M expense and the debt's steady amortization profile will result in the company achieving a stable debt service coverage averaging at or above its distribution test of 1.3x through maturity. S&P's base case scenario is unchanged from last year. American Wind has all of its reserves intact and S&P considers the 12-month reserves sufficient to maintain the rating. The stable outlook on the American Wind rating reflects S&P's view of the project's plateauing O&M costs and stable debt service profile through maturity. S&P could lower the rating if poor wind resource levels or increased operating costs lead to the project drawing on its reserves during low coverage years or if the coverage declines to less than 1.1x. S&P could consider raising the rating if the wind resource record improves to an average closer to the pro forma projection and S&P comes to believe that coverage will increase to about 1.4x through maturity. FPL ENERGY: S&P Affirms 'B-' Rating on $125MM Senior Secured Bonds ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B-' rating on FPL Energy Wind Funding LLC's $125 million senior secured bonds due 2017 ($15.8 million outstanding as of Dec. 31, 2013). At the same time, S&P revised the rating outlook to stable from negative. The recovery rating on Wind Funding's senior secured notes remains '2', indicating S&P's expectation of a substantial (70% to 90%) recovery if a default occurs. S&P revised the outlook on Wind Funding to stable because it believes that the relatively stabilized O&M expense at the operating company, FPL Energy American Wind LLC (American Wind) and the debt's steady amortization profile will result in the company achieving a stable consolidated debt service coverage averaging about 1.11x through maturity. S&P's base case scenario is unchanged from last year. Wind Funding has an intact 12-month reserve backed by a highly rated guarantor sufficient to maintain the rating. It also has a substantial amount of restricted cash at hand enough to cover one annual debt service payment. The stable outlook on the Wind Funding rating reflects S&P's view of the operating company American Wind's ability to continue to make distributions through maturity. S&P could lower the rating if the project does not receive distributions due to lower-than- expected wind resource, increased operating costs or unexpected turbine issues occur leading to consolidated coverages declining to less than 1x. S&P could consider raising the rating if the wind resource record improves to an average closer to the pro forma projection and S&P comes to believe that coverage will increase to about 1.2x through maturity. FREEDOM INDUSTRIES: Reaches Consent With W.Va. Agency on Cleanup ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Freedom Industries Inc., the chemical company whose leaky storage tank polluted the Elk River, reached a consent agreement with West Virginia's Department of Environmental Protection to remove materials from tanks at its Charleston plant. According to the report, on Jan. 9, West Virginia officials discovered the leak from a tank of 4-methylcyclohexane methanol, a chemical used in coal processing, which compromised the water for about 300,000 people and sent more than 100 to the hospital. The company and the state agency "have agreed to a consent order to remove all materials from above ground storage tanks from its facility located in Charleston" and decommission the facility, Freedom Industries said in court papers filed Jan. 25, the report related. The company will be allowed to operate the facility and sell the materials during the process, the report added. About Freedom Industries Freedom Industries Inc., the company connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. The Debtor estimated assets and debt of $1 million to $10 million. The petition was signed by Gary Southern, president. GEL LLC: Foreclosure Sale Set for March 7 ----------------------------------------- In the case, NYCTL 2012-A TRUST AND THE BANK OF NEW YORK MELLON, AS COLLATERAL AGENT AND CUSTODIAN FOR NYCTL 2012-A TRUST, Pltf. vs. GEL, LLC, et al, Defts. Index #5670/2013, pending before the Supreme Court of Queens County, a judgment of foreclosure and sale was issued Jan. 2, 2014. Pursuant to the Judgment, Godfrey H. Murrain, as referee, will sell at public auction in Court room #25 on March 7, 2014 at 10:00 a.m. at the Queens County General Courthouse, 88-11 Sutphin Blvd., Jamaica, NY, the premises known as Block 838, Lot 4. The plaintiff is represented by Levy & Levy at 12 Tulip Dr., Great Neck, NY. GENIUS BRANDS: Files Financial Statements of A Squared ------------------------------------------------------ Genius Brands International, Inc., amended its current report on Form 8-K originally filed with the U.S. Securities and Exchange Commission on Nov. 20, 2013, to include copies of: (a) A Squared Holdings, LLC, consolidated financial statements for the years ending Dec. 31, 2012, and Dec. 31, 2011, which is available for free at http://is.gd/4867pH (b) A Squared Entertainment, LLC, financial statements (unaudited) or the nine months ending Sept. 30, 2013, and 2012 which is available for free at http://is.gd/IT3Ck9 (c) Unaudited pro forma condensed combined financial statements which is available for free at http://is.gd/HH4Tdg On Nov. 15, 2013, Genius Brands entered into an Agreement and Plan of Reorganization with A Squared Entertainment LLC, A Squared Holdings LLC, sole member of A Squared and A2E Acquisition LLC, Genius Brands' newly formed, wholly-owned subsidiary ("Acquisition Sub"). Upon closing of the transactions contemplated under the Merger Agreement, which occurred concurrently with entering into the Merger Agreement, the Company's Acquisition Sub merged with and into A Squared, and A Squared, as the surviving entity, became a wholly-owned subsidiary of the Company. As a result of the Merger, the Company acquired the business and operations of A Squared. A Squared is a children's entertainment production company that produces original content for children and families that provide entertaining and educational media experiences. A Squared also creates comprehensive consumer product programs in the forms of toys, books and electronics. A Squared works with broadcasters, digital and online distributors and retailers worldwide as well as major toy companies, video game companies and top licensees in the kids and family arena. A copy of the Form 8-K/A is available for free at: http://is.gd/9NQfrp About Genius Brands San Diego, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands incurred a net loss of $2.06 million in 2012 following a net loss of $1.37 million in 2011. As of Sept. 30, 2013, the Company had $1.55 million in total assets, $4.96 million in total liabilities and a $3.41 million total stockholders' deficit. GETTY IMAGES: Bank Debt Trades at 6% Off ---------------------------------------- Participations in a syndicated loan under which Getty Images Inc. is a borrower traded in the secondary market at 94.15 cents-on- the-dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.62 percentage points from the previous week, The Journal relates. Getty Images Inc. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 14, 2019, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. GLOBAL EVENTS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Global Events Partners, Inc. dba GEP Baltimore dba GEP Washington dba GEP-DMC dba GEP South Florida dba GEP dba GEP Utah dba Atlanta dba GEP Philadelphia dba GEP Bahamas dba GEP Destination Management P. O. Box 5079 Walnut Creek, CA 94596 Case No.: 14-50395 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Hon. Stephen L. Johnson Debtor's Counsel: Michael W. Malter, Esq. LAW OFFICES OF BINDER AND MALTER, LLP 2775 Park Ave. Santa Clara, CA 95050 Tel: (408) 295-1700 Email: michael@bindermalter.com - and - Julie H. Rome-Banks, Esq. LAW OFFICES OF BINDER AND MALTER, LLP 2775 Park Ave. Santa Clara, CA 95050 Tel: (408) 295-1700 Email: julie@bindermalter.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher White, CEO, president & Board Member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb14-50395.pdf GREAT PLAINS: Ohio Agencies, 1st Source Bank Dispute Plan Outline ----------------------------------------------------------------- Objections were lodged last month to the disclosure statement explaining Great Plains Exploration LLC's Third Amended Chapter 11 Plan of Reorganization and to the Third Amended Chapter 11 Plan itself. Summary of 3rd Amended Plan Great Plains filed the third iteration of its bankruptcy exit plan Dec. 2, 2013. Pursuant to the Plan, Great Plains intends to pursue a private sale of its assets after which it will engage in new business ventures alone or in combination with other entities related to Richard M. Osborne, its 100% owner. Great Plains expects to be substantially debt-free and out of bankruptcy. The Plan groups Priority Claims in Class 1. According to the Plan, the Priority Claims will receive payment in full upon the latter of (a) the Effective Date or (b) five Business Days from the date on which such claim is allowed. Class 2 consists of the Secured Claims of lender RBS. The Plan fixes RBS's Allowed Claim at $12 million, subject to RBS's right to seek a higher amount, which higher amount the Debtor may dispute. The RBS Settlement Payment amount shall be $10.8 million. The RBS Settlement Payment will be paid to RBS on or before March 14, 2014, in full and complete satisfaction of the Oz-GPE Obligation and the John D. Obligation. If the Private Sale does not close in time to make payment timely of the RBS Settlement Payment by March 14, 2014 (or such date as may be agreed to by RBS), the Debtor will pay the RBS Delayed Settlement Payment amount by March 31, 2014. If neither the RBS Settlement Payment nor the RBS Delayed Settlement Payment is timely paid, RBS will be entitled to payment of its Allowed Claim on April 1, 2014. Class 3 consists of all Allowed Other Secured Claims against the Debtor. The majority of the Other Secured Claims are held by equipment-finance lenders, many of which have been satisfied by Mr. Osborne. Holders of Allowed Other Secured Claims which are secured by Collateral included in the Private Sale will be paid an amount agreed by the Creditor and the Debtor from the proceeds of the Private Sale, for the Collateral sold, or the amount of their claim will be escrowed pending determination by the Court. Holders of Allowed Other Secured Claims which are secured by Collateral not included in the Private Sale shall be granted relief from the Automatic Stay effective 30 days after the private sale, during which time the Debtor and such creditor may reach agreement on an amount to be paid. Class 4 consists of all Allowed General Unsecured Claims against the Debtor. Unless the Debtor and the holder of any such allowed claim agree to a different treatment, each holder of an Allowed Class 4 Claim shall receive 50% of the Allowed Amount, paid within 30 days of the closing of the Private Sale. Holders of Class 4 Claims against the Debtor that are insiders or related-entities shall not receive any distribution on account of their Allowed Claim until such time as other Class 4 creditors have been paid pursuant to the terms of the plan. Class 5 consists of all Equity Interests in the Debtor. The Equity Interest owners will retain their interests in the Debtor. A copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/GREATPLAINSds3plan.pdf Objections The State of Ohio, Department of Taxation, State of Ohio, Bureau of Workers' Compensation, State of Ohio Environmental Protection Agency, and State of Ohio Department of Job and Family Services. Ohio Tax, Ohio BWC and Ohio EPA have filed general unsecured claims against the Debtor. They said the Court must require the Debtor to modify the Plan where necessary and to provide sufficient information to enable creditors to determine whether the proposed Plan is in their best interests. The Disclosure Statement, they said, fails to provide "adequate information" as defined and required by 11 U.S.C. Sec. 1125(a) and (b) to impaired classes of creditors. The Plan contemplates a private sale but the prospective purchaser has not been disclosed. Therefore, feasibility cannot be evaluated. The asset valuations provided in the Disclosure Statement are based solely upon the opinion of the Debtor and a Reserve Report that was not appended to the Disclosure Statement. The Statement of Financial Affairs lists Mr. Osborne as the 100% owner of Great Plains. The Plan's proposed payment of only 50% on allowed general unsecured claims while Mr. Osborne retains 100% equity in Great Plains violates the Absolute Priority Rule codified in 11 U.S.C. Sec. 1129(b)(2)(B)(i) and (ii) with no mention or explanation for this in the Disclosure Statement or Plan. 1st Source Bank, which asserts a $484,731 claim secured by certain equipment of the Debtor, complains that the Plan documents do not provide the definitive amount the Class 3 creditors will receive under the Plan. 1st Source Bank noted that the Disclosure Statement states the Class 3 creditors will be paid an amount agreed to by the Creditor and the Debtor or relief from the automatic stay, while the Plan provides that the assets will be sold either at Private or Public Sale. In the event of a Public Sale, proceeds will first be distributed to expenses of the sale and Allowed Administrative Expense Claims, and second to Allowed Secured Claims. RBS is given the express right to credit bid, however, this right is not expressly extended to other creditors. 1st Source Bank also noted that the amount to be paid to RBS Citizens, N.A. d/b/a Charter One varies dramatically under the Plan: -- If the sale occurs by March 14, 2014, RBS will be paid $10,800,000; -- If the sale is delayed, RBS receives a delayed settlement payment of an increased amount of $100,000, plus $5,000 per day, and -- If RBS is not paid by March 31, 2014, then on April 1, 2014, RBS is entitled to the full amount of its allowed claim of $12,000,000. The Disclosure Statement, 1st Source Bank said, fails to provide any information on how these dramatically different amounts can feasibly be paid, and the effect these payments will have on the amount the other creditors will receive from the sale of the assets. Great Plains' financial difficulties were the direct result of the drop in the price of natural gas. As a result of the dramatic drop is gas prices, it was out of compliance with certain covenants with secured lender RBS. 1st Source Bank is represented by: MARSH SPAEDER BAUR SPAEDER & SCHAAF, LLP Kurt L. Sundberg, Esq. Suite 300, 300 State Street Erie, Pennsylvania 16507 - and - Jeffery A. Johnson, Esq. May Oberfell Lorber 4100 Edison Lakes Parkway, Suite 100 Mishawaka, Indiana 46545 Tel: (574) 243-4100 Attorney for Ohio Department of Taxation, Ohio Department of Job and Family Services, Ohio Bureau of Workers' Compensation, Ohio Environmental Protection Agency are: Mike DeWine, Esq. Attorney General of Ohio By: Donn D. Rosenblum, Esq. Principal Assistant Attorney General 150 East Gay Street, 21st Floor Columbus, OH 43215 Tel: (614) 728-5754 Fax: (877) 591-5768 donn.rosenblum@ohioattorneygeneral.gov 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. GREEN FIELD ENERGY: Can Hire Conway MacKenzie as Financial Advisor ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors of Green Field Energy Services, Inc. and its debtor-affiliates to retain Conway MacKenzie, Inc. as financial advisor to the Committee, nunc pro tunc to Nov. 11, 2013. According to the Troubled Company Reporter on Dec. 30, 2013, the Committee requires Conway MacKenzie to: (a) assist in the analysis, review and monitoring of the restructuring process, including, but not limited to an assessment of potential recoveries for general unsecured creditors; (b) assist in the review of financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; (c) assist with the review of the Debtors' analysis of core and non-core business assets and the potential disposition or liquidation of the same; (d) assist with review of any tax issues associated with, but not limited to, preservation of net operating losses, refunds due to the Debtors, plans of reorganization and asset sales; (e) assist in the review and preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these Chapter 11 proceedings; (f) attend meetings and assist in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these Chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; (g) assist in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; (h) assist with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; (i) assist in the evaluation, analysis, and forensic investigation of avoidance actions, including fraudulent conveyances and preferential transfers and certain transactions between the Debtors and affiliated entities; (j) assist in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and (k) render other general business consulting or other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. Conway MacKenzie will be paid at these hourly rates: John T. Young, Jr., Sr. Managing Director $695 Paraprofessional $200 Senior managing Director $695 Conway MacKenzie will also be reimbursed for reasonable out-of- pocket expenses incurred. John T. Young, Jr., senior managing director of Conway MacKenzie, 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. Conway MacKenzie can be reached at: John T. Young, Jr. CONWAY MACKENZIE, INC. 1301 McKinney, Suite 2025 Houston, TX 77010 Tel: (713) 650-0500 Fax: (713) 650-0502 E-mail: JYoung@ConwayMacKenzie.com About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Case No. 13-bk-12783, Bankr. D. Del.). The Debtors are represented by Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois. The Debtors' investment banker is Carl Marks Advisory Group LLC. Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. GREEN FIELD ENERGY: Brown Rudnick Approved as Panel's Co-Counsel ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors of Green Field Energy Services, Inc. and its debtor-affiliates to retain Brown Rudnick LLP as co-counsel to the Committee, nunc pro tunc to Nov. 7, 2013. According to the Troubled Company Reporter on Dec. 30, 2013, the professional services to be rendered by Brown Rudnick to the Committee will include: (a) assisting and advising the Committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of these cases; (b) representing the Committee at hearings to be held before this Court and communicating with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; (c) assisting and advising the Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) reviewing and analyzing pleadings, orders, schedules, and other documents filed and to be filed with this Court by parties-in-interest in these cases; advising the Committee as to the necessity, propriety, and impact of the foregoing upon the Debtors' Chapter 11 cases; and consenting or objecting to pleadings or orders on behalf of the Committee, as appropriate; (e) assisting the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary; (f) conferring with the professionals retained by the Debtors and other parties-in-interest, as well as with such other professionals as may be selected and employed by the Committee; (g) coordinating the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Committee or other parties-in- interest in these cases; (h) participating in such examinations of the Debtors and other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; (i) negotiating and formulating a plan of reorganization for the Debtors or other resolution of these Chapter 11 cases; and (j) assisting the Committee generally in performing such other services as may be desirable or required for the discharge of the Committee's duties pursuant to Bankruptcy Code Section 1103. Brown Rudnick will be paid at these hourly rates: Robert J. Stark $1,155 Howard L. Siegel $1,060 Sunni P. Beville $790 Attorney $400-$1,190 Paraprofessional $315-$370 Brown Rudnick will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert J. Stark, Esq., member of Brown Rudnick, 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. Brown Rudnick can be reached at: Robert J. Stark, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 Tel: (212) 209-4800 Fax: (212) 209-4801 E-mail: rstark@brownrudnick.com About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Case No. 13-bk-12783, Bankr. D. Del.). The Debtors are represented by Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois. The Debtors' investment banker is Carl Marks Advisory Group LLC. Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. GYMBOREE CORP: Bank Debt Trades at 9% Off ----------------------------------------- Participations in a syndicated loan under which Gymboree Corp. is a borrower traded in the secondary market at 91.11 cents-on-the- dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.42 percentage points from the previous week, The Journal relates. Gymboree Corp. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 23, 2018 and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in San Francisco, California, The Gymboree Corporation is a retailer of infant and toddler apparel. The company designs and distributes infant and toddler apparel through its stores which operates under the "Gymboree", "Gymboree Outlet", "Janie and Jack" and "Crazy 8" brands in the United States, Canada and Australia. Revenues are approximately $1.2 billion. The company is owned by affiliates of Bain Capital Partners LLC. HEALTH CARE REIT: Fitch Affirms 'BB+' Preferred Stock Rating ------------------------------------------------------------ Fitch Ratings has affirmed the following credit ratings of Health Care REIT, Inc. (NYSE: HCN): -- Issuer Default Rating (IDR) at 'BBB'; -- Senior unsecured lines of credit at 'BBB'; -- Senior unsecured term loans at 'BBB'; -- Senior unsecured notes at 'BBB'; -- Senior unsecured convertible notes at 'BBB'; -- Preferred stock at 'BB+'. The Rating Outlook is Stable. Key Rating Drivers The ratings reflect HCN's broad healthcare real estate platform, which generates largely predictable cash flow principally from private pay sources in markets with strong demographics. The company has projected fixed charge coverage and leverage appropriate for a 'BBB' rated healthcare REIT. HCN also has strong access to capital and a solid liquidity position, including contingent liquidity from unencumbered assets, and a strong management team. Credit concerns center on operational volatility associated with the company's REIT Investment Diversification and Empowerment Act of 2007 (RIDEA)-related investments, modest operator concentration, and impact on future growth financing given broad equity underperformance in the healthcare real estate sector. Stable Cash Flow HCN's portfolio features long-term leases that create a recurring stream of cash flows to service fixed charges and fund external growth. The company's weighted average lease maturity was 12 years at Sept. 30, 2013, and only 6.8% of revenue (excluding RIDEA investments) expires through 2016. Further, the company's leases have structural protections including parent guarantees, letters of credit/security deposits, and master leases/cross- collateralization agreements, which limit operators' ability to selectively renew leases for better performing assets. Favorable Portfolio Characteristics Approximately 91% of the portfolio is located in the top 31 domestic metropolitan statistical areas or on the East or West coasts, based on data from the National Investment Center for the Seniors Housing & Care Industry. The company's RIDEA investments (33% of NOI) also exhibit favorable demographics including household incomes and home values that are 63% and 31% above the broader United States, respectively. These favorable qualities mitigate inherent volatility in the RIDEA portfolio and have led to strong quarterly same store net operation income (SSNOI) growth averaging 4% across the aggregate portfolio since 2011. Modest Government Reimbursement Risk HCN has a favorable payor mix with private pay sources representing 82% of third quarter (3Q) NOI. As a result, Fitch does not expect that rules by the Centers for Medicare and Medicaid Services (CMS) for fiscal year 2014 will have a material impact on the company's cash flow. Prospective payment system (PPS) payment growth rates for Medicare in skilled nursing facilities are 1.3% for fiscal year (FY) 2014 following 1.8% in FY2013, and 1.3% for long-term acute care hospitals in FY2014 following 1.7% in FY2013. In addition, sequestration that was effective April 1, 2013 lowered Medicare reimbursements by 2% per the Budget Control Act of 2011, but should have an immaterial impact on HCN's tenant's EBITDARM coverage over the near term. Strong SSNOI Growth to Decelerate in 2014 SSNOI growth has been solid in a range of 3.5%-5% on a quarterly basis since the fourth quarter of 2010 (4Q'10) and up 3.7% in 3Q'13, led by the seniors housing operating portfolio at 9.4%. Fitch expects that SSNOI growth will moderate in 2014-2015 to the low-single digits, driven by deceleration in RIDEA-driven growth to approximately 4-5%. Appropriate Credit Metrics for 'BBB' Leverage of 6.9x at Sept. 30, 2013 is elevated, yet overstated given timing of the final phase of the Sunrise acquisition, which closed in July 2013. Leverage calculated with 3Q'13 EBITDA is 6.2x and appropriate for the rating. Fitch expects that leverage will stabilize in the 6.3x-6.4x range over the longer term, which is consistent with the 'BBB' IDR. Fixed charge coverage (FCC) was 2.8x for both the trailing 12 months (TTM) and quarter ended Sept. 30, 2013. Fitch expects that HCN's FCC will remain around this level over the next 12-24 months, as accretive growth from acquisitions and developments is mitigated by increasing capital expenditures and higher cost of capital. Fitch defines fixed- charge coverage as recurring operating EBITDA, less recurring capital expenditures and straight-line rent adjustments, divided by total interest incurred and preferred dividends. Projected coverage is appropriate for the rating. Strong Access to Capital HCN raised approximately $3.6 billion of capital in 2013, including unsecured bonds, term loans, and follow-on common equity. The company also upsized its credit facility while extending the term and lowering the LIBOR spread to 117.5 basis points (bps) from 135 bps. Robust Financial Flexibility HCN's liquidity position pro forma for recent capital transactions is adequate, with total sources of liquidity covering uses by 1.5x for the period Oct. 1, 2013 to Dec. 31, 2015. Sources of liquidity include unrestricted cash, availability under the unsecured revolving credit facility, and projected retained cash flow from operating activities after dividends. Uses of liquidity include pro rata debt maturities, recurring capital expenditures, and remaining development costs. Only 13.9% of pro-rata debt matures through 2015 and no more than 13% of total debt matures in any given year through 2017, limiting refinancing risk. HCN also has strong contingent liquidity with unencumbered asset coverage of unsecured debt (UA/UD) based on a stressed 8.5% capitalization of 2.3x, pro forma for recent unsecured debt transactions and upcoming secured debt repayment. Elevated AFFO Payout Ratio Health Care REIT has paid out more than 90% of AFFO as common dividends since 2010, indicating moderate internally generated liquidity. The company's AFFO payout ratio was 94% through Sept. 30, 2013 and Fitch expects the ratio will remain relatively flat over the near term as accretive investments should be offset by the 3.9% dividend increase announced for 2014 and increasing capex from RIDEA investments. Underperforming Equity HCN and the broader healthcare REIT sector have underperformed indices over the past 12 months, driven by market factors (sizable NAV premiums beginning to normalize) and fundamental issues (growth deceleration and elevated levels of new supply). HCN has historically taken advantage of richly priced equity to finance its sizable growth, issuing more than $10 billion of common equity since 2006 at an average 28% premium to NAV. The recent underperformance (the company currently trades at a 5% premium) raises uncertainty about future equity financing and whether the company will be able to grow in a leverage-neutral manner without diluting equity holders. Modest Tenant Concentration As of Sept. 30, 2013, Sunrise Senior Living was the company's largest tenant at 18% of invested capital, with the five largest tenants representing 43%. This concentration is high relative to other asset classes but strong relative to peers Ventas, Inc. ('BBB+'/Outlook Stable) and HCP, Inc. ('BBB+'/Outlook Stable), whose five largest tenants comprise 56% and 59%, respectively. The concentration is also mitigated by the solid performance of these tenants, which operate in well-diversified, attractive high- barrier-to-entry markets, and with cross-collateralized lease structures. International Expansion Presents Event Risk HCN has accelerated its growth in Canada and the United Kingdom via various acquisitions over the past 12 months, highlighted by Revera and the final phase of Sunrise Senior Living. The cash flow diversification and favorable demographics underlying the transactions are credit positives. However, event risk arises from future uncertainties related to regulatory and entitlement risk in these markets. Fitch expects that the company will continue to grow in Canada and the UK and potentially enter new markets over the next 12-24 months, which further exacerbates these risks. That being said, Fitch has a favorable view of HCN's management team, which has prudently entered new markets in a disciplined, well-executed manner. Stable Outlook The Stable Outlook centers on HCN's normalized credit metrics that are appropriate for the rating coupled with strong liquidity and access to capital. In addition, Fitch expects healthcare real estate to continue to benefit from positive demographic trends over the near to medium term. Preferred Stock Notching The two-notch differential between HCN's IDR and its preferred stock rating is consistent with Fitch's criteria for corporate entities with a 'BBB' IDR. These preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. Rating Sensitivities The following factors may result in positive momentum in the ratings and/or Outlook: -- Fitch's expectation of fixed-charge coverage sustaining above 3.0x (TTM coverage at 3Q'13 was 2.8x); -- Fitch's expectation of leverage sustaining below 5.5x (3Q'13 annualized leverage was 6.2x); -- Fitch's expectation of unencumbered assets to unsecured debt based on an 8.5% capitalization rate sustaining above 2.5x (pro forma UA/UD is 2.3x). The following factors may result in negative momentum in the ratings and/or Rating Outlook: -- Fitch's expectation of fixed charge coverage sustaining below 2.5x; -- Fitch's expectation of leverage sustaining above 6.5x; -- Fitch's expectation of unencumbered assets to unsecured debt sustaining below 2.0x. IG INVESTMENTS: $30MM Loan Upsize No Impact on Moody's 'B1' CFR --------------------------------------------------------------- Moody's Investors Service said that IG Investments Holdings, LLC's (the entity that indirectly owns Insight Global, LLC -- collectively referred to as "Insight Global") $30 million upsize of the previously proposed $90 million add-on to its existing first lien term loan is credit negative but does not impact the company's B1 corporate family rating, debt instrument ratings or the stable ratings outlook. IMPERIAL CAPITAL: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Imperial Capital LLC 721 5th Avenue, Apt 45K New York, NY 10022 Case No.: 14-10236 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: William H. Salgado, Esq. WILLIAM H. SALGADO 37-06 82nd Street, Suite 310 Jackson Heights, NY 11372 Tel: 718-458-0047 Fax: 718-899-6988 Email: salgadolaw@att.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mel Cooper, member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. INTELLICELL BIOSCIENCES: Obtains Favorable Ruling vs. Ironridge --------------------------------------------------------------- IntelliCell BioSciences, Inc., received a favorable ruling in its case against Ironridge Global IV, LTD., and TCA Global Credit Master Fund, LP. On Jan. 28, 2014, after an arduous battle in the courts, Judicial Hearing Officer Ira Gammerman, a long time former Justice of the Supreme Court of the State of New York, in a decision on each of Ironridge's claims against the Company, fully justified IntelliCell's position by ruling against each of Ironridge's and TCA's demands for monetary damages. The Company has always maintained that Ironridge was not entitled to any monetary claims in this matter and Judge Gammerman agreed. The Court made it abundantly clear that Ironridge (lead by its principles John Kirkland and Richard Krieger) and TCA are not entitled to monetary damages and had no right to inappropriately broadcast to the world that it could sell IntelliCell's assets. IntelliCell's chief executive officer, Dr. Steven Victor remarked, "We maintained from the very beginning that we would vigorously defend ourselves against all of John Kirkland's and Ironridge's claims for additional monetary damages, and today, the Company feels vindicated and is happy for its shareholders." Dr. Victor added, "I would like especially thank the Roth Law Firm and Richard Roth and Jordan Kam for their hard work in getting us the best result possible." Richard Roth stated, "at the end of the day IntelliCell knew it was right - and Ironridge was wrong - on all monetary claims. We just needed a Court to hear the dispute and make that determination. Judge Gammerman did so when he made it abundantly clear that Ironridge's claims lacked any basis. While Ironridge may object to Judge Gammerman's Report & Recommendation, it is our view that the decision puts all of those claims to bed." 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. INVESTORS CAPITAL: Plan Modification Hearing Today in Louisville ---------------------------------------------------------------- Investors Capital Partners II, LP, is scheduled to appear before the Bankruptcy Court in Louisville, Kentucky, today, Feb. 3, 2014, at 9:30 a.m. (Eastern Time) for a hearing regarding its "Motion Regarding Certain Plan Modifications and Clarifications". This morning's hearing will be held at Courtroom #1, 5th Fl. (7th St. Elevators), 601 West Broadway, in Louisville. The Debtor said the modifications and clarifications primarily affect the proposed Plan treatment of PBI Bank, Inc., and further clarifies the 'new value' contributions if the Plan is confirmed. Class 1 consists of the Allowed Secured Claim of PBI Bank, Inc., or its successors or assigns, valued at $9,566,842 as of the Petition Date, plus interest, less all payments received before the Effective Date and applied to principal. The Allowed Class 1 Claim will be paid in full over time. The Allowed Class 1 Claim is Impaired. The Amended Plan provides that the Reorganized Debtor anticipates that it will seek to use a portion of any sales proceeds realized from post-Confirmation sales to fund improvements to the Reorganized Debtor's property which constitutes Collateral securing the Allowed Class 1 Claim. All other net proceeds from the sale of real property will be distributed between the Allowed Class 1 Secured Claim of PBI and the Allowed Class 2 Secured Claim of Alliance Corp., valued at $748,208.05 as of the Petition Date, plus interest, pursuant to the agreement dated Nov. 3, 2009 between the Debtor, PBI and Alliance, with PBI to receive 75% of the net proceeds and Alliance to receive 25% of the net proceeds. According to the Amended Plan, the Allowed Class 1 Claim will be repaid through monthly principal and interest payments for a term of 20 years at an interest rate of 3.25% per annum for the first three years following the Effective Date, which interest rate will increase to 4.25% per annum beginning in the fourth year following the Effective Date and continuing through maturity or repayment in full. At maturity, the full remaining balance will be paid in one lump-sum payment. For the first three years following the Effective Date, the Allowed Class 1 Claim shall be paid monthly principal payments of $1,000 per month along with the amortized interest payments. Thereafter, beginning in the first month of the fourth year following the Effective Date, the Allowed Class 1 Claim shall be paid combined monthly payments of principal and interest until the Allowed Class 1 Claim is paid in full. In addition to the total balance of the Allowed Class 1 Secured Claim, the Reorganized Debtor will also repay to PBI roughly $711,000 of the total of the $1,050,000 debt of Investors Equity Holdings. This additional payment stream represents the approximate amount of the loan proceeds which were received by the ICP2 Debtor when the loan was made. The Class 2 Claims will be paid in full over time, not to exceed eight years, and Alliance will retain its liens securing the Class 2 Claims until paid in full or until the collateral securing the Class 2 Claims is sold under the terms of the Plan, with the liens to attach to the proceeds of any such post-Confirmation sales in their respective order of priority. The Reorganized Debtor shall be authorized to sell real property subject to the liens of any Secured Creditor. The Allowed Secured Claim of Barren County PVA is separately grouped in Class 3 under the Amended Plan. The Claim is valued at $53,652, as of the Petition Date, plus statutory interest, which arises as a result of a statutory lien for past due taxes on the Debtor's real property in Barren County, Kentucky. The Barren County PVA claim shall be paid in monthly installments over one year, beginning in the month after the Effective Date. Upon repayment in full, Barren County PVA shall release its statutory liens securing the Class 3 Claim. The Class 3 Claim is Impaired. Class 4 consists of the Allowed Unsecured Claims against the Debtor other than Secured Claims, unclassified Claims, Cure Claims, Priority Claims and Priority Tax Claims. Each holder of an Allowed Claim in Class 4 will receive its distribution equal to its pro rata share of Net Cash Flow. The Reorganized Debtor shall deposit in a separate escrow account the monthly sum from the Net Cash Flow beginning with the first full month after the Effective Date for the purpose of paying Class 4 Allowed Unsecured Claims. The Reorganized Debtor estimates the total amount available to unsecured creditors over the duration of the Plan to be $158,549. Distributions shall be made annually, beginning on May 1st of the first year after all unclassified Claims, Cure Claims, Priority Claims and Priority Tax Claims are paid in full. The Class 4 Claims will be paid to the greatest extent possible over time without interest; however, there are not guarantees that holders of an Allowed Unsecured Claim will receive any distribution on account of their claim. The Class 4 Claims are Impaired. Class 5 consists of those Persons holding equity or membership Interests in the Debtor. The Debtor is a for-profit Tennessee limited partnership. Holders of interests in the Debtor who so elect, will make a capital contribution in the minimum aggregate amount of up to $160,000 which includes $12,500 already contributed and a total of $148,500 to be contributed within the first 18 months following the Effective Date,which shall be used by the Reorganized Debtor to satisfy the terms of the Plan and make necessary improvements to its real property. The Interests in the Debtor will remain unimpaired by Confirmation of the Debtor's Plan, so long as the Plan is approved by the Bankruptcy Court and in accordance with the Bankruptcy Code. There will be no dividends, distributions or any other payments to or on account of the Equity Interests until all Plan payments have been completed. The Class 5 Claims are Impaired. Class 6 shall consist of all other Secured Claims, if any, excluding the Class 1- 3 Allowed Secured Claims. In satisfaction of the Allowed Secured Claim of any Class 6 Creditor, if any, the Debtor shall, on the Effective Date, or such other date as may be agreed on, at the Debtor's option, either: (i) surrender the collateral to the Creditor to allow it to liquidate said collateral at its discretion; or (ii) pay the amount of such Allowed Secured Claim to the Class 6 Creditor over time under the life of the Plan. Any Allowed Claim for a deficiency balance shall be a Class 6 Claim. The Class 6 Claims are impaired. The Debtor originally filed a Plan of Reorganization and Disclosure Statement on March 19, 2013. The Court on April 29, 2013, entered an Order approving the Disclosure Statement, setting June 11, 2013 as the hearing date to consider confirmation of the Plan. On June 4, 2013, PBI filed its Objection to confirmation of the Plan. On June 11, 2013, the Court held a hearing and subsequently entered an Order continuing the Confirmation Hearing to July 2, 2013. The hearing was further reset to Nov. 22 and then to January 2014. The Debtor filed the Amended Plan of Reorganization on Dec. 11. The Amended Plan, however, is dated Dec. 9. The Plan Modifications were dated Dec. 10. A copy of Investors Capital Partners II's Plan is available at: http://bankrupt.com/misc/INVESTORSCAPITAL1plan.pdf A copy of Investors Capital Partners II's Plan Modifications is available at: http://bankrupt.com/misc/INVESTORSCAPITALplanmodification.pdf The Debtor is represented by: DELCOTTO LAW GROUP PLLC Laura Day DelCotto, Esq. Amelia Martin Adams, Esq. 200 North Upper Street Lexington, KY 40507 Telephone: (859) 231-5800 Facsimile: (859) 281-1179 E-mail: ldelcotto@dlgfirm.com aadams@dlgfirm.com About Investors Capital II Brentwood, Tennessee-based Investors Capital Partners II, LP and two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19, 2012. ICP II estimated assets of at least $10 million and liabilities of less than $10 million. It owns a 35-acre commercial development near Glasgow, Kentucky. The ICP II property is home to a Marquee Cinema, Dollar Tree, and Aaron's Rents and also consists of seven parcels of undeveloped land. Debtor-affiliate Investors Capital Partners I, LP owns multiple parcels of undeveloped land near Nolensville, Tennessee. Investors Land Partners II, LP owns partially developed land, consisting of six adjoining parcels of real property, near Nashville, Tennessee. Laura Day DelCotto, Esq., and Amelia Martin Adams, Esq., at DelCotto Law Group, PLLC, represent the Debtor as counsel. In court filings, the Debtors said their lenders have attempted to foreclose against the Debtors' assets, and the Debtors have been unable to reach agreements with their lenders that would allow the Debtors to reorganize their debts in an orderly manner; thus, the Debtors have little option except for the development of a joint plan to reorganize operations and restructure debts for the benefit of all creditors and parties in interest. INVESTORS CAPITAL: PBI Balks at 20-Yr Repayment, Low Interest Rate ------------------------------------------------------------------ PBI Bank, Inc., on Jan. 20 delivered to the Bankruptcy Court its objection to the confirmation of Investors Capital Partners II, LP's Plan of Reorganization, as amended. The bank said the Plan "is not fair and equitable due to length of proposed payments." According to PBI, the Debtor has only one real asset consisting of a loan portfolio of real estate, all encumbered by secured creditor claims. The real property was subject to a foreclosure action in progress. PBI said there is no question that the Debtor's financial problems essentially involve a dispute between secured creditors and the Debtor, and that the Debtor's plan evidences an intent to frustrate or delay the legitimate efforts of the secured creditors to enforce their rights, and an intent to use the bankruptcy process as a substitute for traditional refinancing by drafting the terms of its own loan. In objecting to the plan, PBI argued the Debtor has failed to offer an interest rate which fairly compensates PBI for the risks associated with carrying the debt. The Debtor proposes to pay PBI's loan at a 3.25% interest per year for the first three years and at 4.25% for the balance of the 25 year term. All of the notes that the Debtor has signed with PBI were at a fair market rate at the time the loans were made in 2011. However, PBI pointed out, the best available loan for a borrower of similar circumstances is currently about 6.25%; a reasonable rate based on the factors concerning the Debtor including that such loans are commercial loans, the risks associated with the Debtor's credit history and the fact that even the best debtors cannot get a better interest rate than the prime rate of interest. PBI said the Debtor has presented no evidence that the current market rate is 3.25% or 4.25% for a debtor of similar standing. PBI also balked at the Debtor's proposed repayment term on the loan of 20 years. Even the best commercial loans for the most well-qualified borrowers available on the open market do not have terms of 20 years. The only known readily available loans that contain loan terms of 20 years are residential home loans that are backed by the federal government. Without the Debtor presenting evidence that the proposed interest rate is similar for similar loans with similar risk in the region, the plan should be rejected as a matter of law. PBI also noted that it currently offers its best business customers commercial loans at the rate of 6.00% per annum for one year only. These customers are customers with low-risk loans and good credit history. The Debtor should certainly not be entitled to a lower rate or equal rate of interest than that of PBI's best business customers. PBI currently offers loans to its business customers with reasonably good credit at the rate of 6.50% per annum. However, given the Debtor's credit history, it would not be entitled to even the 7.50% interest rate. PBI said the Debtor has few unsecured creditors whose claims are small in comparison to that of the secured creditors. The Debtor's Schedule F listed unsecured claims amounting to $2,032,480 while the Debtor listed secured claims in Schedule D in the amount of $10,283,446, the vast majority of which is PBI's claim. The bank said the Debtor's secured claims far surmount its unsecured claims, especially considering the amount of "unsecured claims" from insiders and equity holders. The Debtor does not have any regular employees. Nearly $1.975 million of the unsecured debt is to former and current limited partners and a related entity, leaving roughly $50,000 of unsecured debt to non-insiders or equity holders. PBI is represented by: Bradley S. Salyer, Esq. MORGAN & POTTINGER, P.S.C. 601 West Main St. Louisville, KY 40202 Tel: (502) 589-2780 Fax: (502) 560-6862 E-mail: bss@morganandpottinger.com - and - Timothy A. Schenk, Esq. MORGAN & POTTINGER, P.S.C. 2500 Eastpoint Parkway Louisville, KY 40223 Tel: (502) 499-4789 E-mail: tschenk@morganandpottinger.com About Investors Capital II Brentwood, Tennessee-based Investors Capital Partners II, LP and two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19, 2012. ICP II estimated assets of at least $10 million and liabilities of less than $10 million. It owns a 35-acre commercial development near Glasgow, Kentucky. The ICP II property is home to a Marquee Cinema, Dollar Tree, and Aaron's Rents and also consists of seven parcels of undeveloped land. Debtor-affiliate Investors Capital Partners I, LP owns multiple parcels of undeveloped land near Nolensville, Tennessee. Investors Land Partners II, LP owns partially developed land, consisting of six adjoining parcels of real property, near Nashville, Tennessee. Laura Day DelCotto, Esq., and Amelia Martin Adams, Esq., at DelCotto Law Group, PLLC, represent the Debtor as counsel. In court filings, the Debtors said their lenders have attempted to foreclose against the Debtors' assets, and the Debtors have been unable to reach agreements with their lenders that would allow the Debtors to reorganize their debts in an orderly manner; thus, the Debtors have little option except for the development of a joint plan to reorganize operations and restructure debts for the benefit of all creditors and parties in interest. IQOR HOLDINGS: S&P Affirms 'B' CCR & Removes Rating from Watch -------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on iQor Holdings Inc. and removed it from CreditWatch, where it had placed it with developing implications on Dec. 18, 2013, following its agreement to acquire Jabil Circuit Inc.'s aftermarket services business. The rating outlook is stable. S&P also assigned a 'B' issue-level rating and '4' recovery rating to iQor Holdings' subsidiary iQor US's proposed $630 million first-lien term loan B and $100 million revolving credit facility. The '4' recovery rating indicates S&P's expectation for average (30% to 50%) recovery for lenders in the event of a payment default. In addition, S&P assigned a 'CCC+' issue-level rating and '6' recovery rating to iQor US's proposed $220 million second- lien term loan. The 6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery for noteholders in the event of a payment default. S&P also removed the ratings on the company's existing first-and second-lien term loans from CreditWatch, and S&P will withdraw them upon the financing transaction's completion. "The affirmation reflects our view of a modest improvement in business diversity, balanced by an increased financial risk to fund the acquisition," said Standard & Poor's credit analyst Catherine Cosentino. "We have reassessed our financial risk profile assessment on iQor to "highly leveraged" from the prior "aggressive". We do not expect the company to achieve leverage of under 5x through at least the end of 2015, given our expectations for its EBITDA margins to be no better than 10%-11% over at least the next year. However, as the company achieves its targeted synergies with the Jabil aftermarket acquisition it will have a path to improve its financial risk profile over the next few years," S&P said. The outlook is stable. S&P expects leverage to remain above 5x for at least the next year, leading to the "highly leveraged" financial profile. S&P believes the company has limited ability to materially improve its credit metrics, in light of its fairly low profitability and unpredictable sales levels in the aftermarket business. While S&P considers it unlikely over the next year, it could upgrade the company if it were to achieve and sustain an EBITDA margin of at least 12%. This would most likely be achieved through a combination of integration cost savings and higher than anticipated new aftermarket business volumes. The latter would need to be significant enough to offset the effect of revenue contraction in 2014 that S&P anticipates from recent customer churn and elimination of certain unprofitable contracts. These factors could contribute to a reassessment of the business risk profile as "fair". Combined with potential improvement in leverage to under 5x by the end of 2014, and a financial policy commitment that would suggest such financial improvement were sustainable, these factors could support an upgrade. While also unlikely, S&P could downgrade the company if it were to experience tightened liquidity, which would likely occur if the company were to lose several key aftermarket customers, or if its aftermarket volumes were to materially decline beyond S&P's assumptions for 2014. In addition, if a downturn in business volumes resulted in the company's leverage remaining at around 6.5x on a persistent basis, this could prompt a downgrade, even in the absence of weakened liquidity. ISC8 INC: DCG&T Stake at 6.3% as of Dec. 31 ------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, the Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Trustee for the ISC8 Inc 401(k) and Stock Bonus Plan disclosed that as of Dec. 31, 2013, it beneficially owned 14,695,153 shares of common stock of ISC8 Inc. representing 6.34 percent of the shares outstanding. The reporting person previously held 12,798,582 shares as of Dec. 31, 2012. A copy of the regulatory filing is available for free at: http://is.gd/7CCQ8k About ISC8 Inc. Costa Mesa, California-based ISC8 Inc. is engaged in the design, development, manufacture and sale of a family of security products, consisting of cyber security solutions for commercial and U.S. government applications, secure memory products, some of which utilize technologies that the Company has pioneered for three-dimensional ("3-D") stacking of semiconductors, systems in a package ("Systems in a Package" or "SIP"), and anti-tamper systems. The Company reported a net loss of $28.02 million on $501,000 of revenues in fiscal year ended Sept. 30, 2013, compared with a net loss of $19.7 million in fiscal year ended Sept 30, 2012. The Company's balance sheet at Sept. 30, 2013 showed $4.96 million in total assets, $60.52 million in total liabilities, and stockholders' deficit of $55.55 million. Squar, Milner, Peterson, Miranda & Williamson, LLP, in their audit report on the consolidated financial statements for the year ended Sept. 30, 2013, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has negative working capital of $29.7 million and a stockholders' deficit of $55.5 million. JC PENNEY: Bank Debt Trades at 3% Off ------------------------------------- Participations in a syndicated loan under which JC Penney is a borrower traded in the secondary market at 97.04 cents-on-the- dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.08 percentage points from the previous week, The Journal relates. JC Penney pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on April 29, 2018 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. 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-'. JOS. A. BANK: Said to Hold Merger Talks with Eddie Bauer -------------------------------------------------------- Michael J. De La Merced, writing for The New York Times' DealBook, reported that as Jos. A. Bank continues to rebuff a hostile takeover bid by Men's Wearhouse, the clothier is exploring at least one alternative deal that would keep it independent. According to the report, the company is in talks to buy Eddie Bauer, the outdoor clothing retailer, according to people briefed on the matter. Meanwhile, Jos. A. Bank publicly released a letter to Men's Wearhouse on Feb. 2 accusing its bigger rival of failing to properly disclose the antitrust risks in its takeover bid, the report said. Both the Feb. 2 letter and the discussions with Eddie Bauer represent the latest twists in a drama lasting months over two of the country's biggest men's wear sellers, the report related. Jos. A. Bank moved first by bidding $2.3 billion for its bigger rival last fall, hoping to create a powerhouse that could better compete with the likes of Macy's and Dillard's, the report further related. KEMET CORP: Incurs $5.8 Million Net Loss in Q3 Fiscal 2014 ---------------------------------------------------------- KEMET Corporation reported a net loss of $5.82 million on $207.33 million of net sales for the quarter ended Dec. 31, 2013, as compared with a net loss of $14.25 million on $197.69 million of net sales for the quarter ended Dec. 31, 2012. For the nine months ended Dec. 31, 2013, the Company incurred a net loss of $54.05 million on $617.84 million of net sales as compared with a net loss of $56.93 million on $624.36 million of net sales for the same period during the prior year. The Company's balance sheet at Dec. 31, 2013, showed $862.32 million in total assets, $624.49 million in total liabilities and $237.82 million in total stockholders' equity. "Revenue, excluding discontinued operations, was essentially flat compared to the prior quarter as we forecasted and it is gratifying to see our cost reduction efforts reflected in our financial results with positive non-GAAP earnings per share in this challenging environment," stated Per Loof, KEMET's chief executive officer. "We have seen steady improvement in our operating margins and we will continue to stay focused on our overall cost structure to leverage our position as the economic rebound occurs in our industry," continued Loof. Quiet Period Beginning April 1, 2014, the Company will observe a quiet period during which the information provided in this news release and quarterly report on Form 10-Q will no longer constitute the Company's current expectations. During the quiet period, this information should be considered to be historical, applying prior to the quiet period only and not subject to update by management. The quiet period will extend until the day when the Company's next quarterly earnings release is published. A copy of the press release announcing the third quarter fiscal year 2014 results is available for free at http://is.gd/mzwcI9 About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET Corp disclosed a net loss of $82.18 million on $842.95 million of net sales for the fiscal year ended March 31, 2013, as compared with net income of $6.69 million on $984.83 million of net sales for the year ended March 31, 2012. For the six months ended Sept. 30, 2013, the Company incurred a net loss of $48.23 million on $415.46 million. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. KEMET CORP: Tocqueville Stake at 7.7% as of Dec. 31 --------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Tocqueville Asset Management L.P. disclosed that for calendar year 2013 it had sole dispositive power of 3,462,600 shares of common stock of KEMET Corp representing 7.7% of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/D0cJu0 About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET Corp disclosed a net loss of $82.18 million on $842.95 million of net sales for the fiscal year ended March 31, 2013, as compared with net income of $6.69 million on $984.83 million of net sales for the year ended March 31, 2012. For the six months ended Sept. 30, 2013, the Company incurred a net loss of $48.23 million on $415.46 million. The Company's balance sheet at Dec. 31, 2013, showed $862.32 million in total assets, $624.49 million in total liabilities and $237.82 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. KRATON PERFORMANCE: Moody's Says LCY Deal is Credit Positive ------------------------------------------------------------ Moody's views Kraton Performance Polymers Inc.'s announced agreement to combine with the styrenic block copolymer (SBC) operations of Taiwan-based LCY Chemical Corp (LCY) as credit positive. In exchange for the assets, LCY will obtain a 50% interest in the combined company and debt will not increase. In addition, the combination will broaden Kraton's scale, increase its exposure to the faster growing Asian market and provide access to lower cost production assets, specifically for unhydrogenated styrene block copolymer (USBC). The aforementioned benefits of this combination should return Kraton's credit metrics to levels that more than fully support its Ba3 rating. Kraton Performance Polymers, Inc., headquartered in Houston, Texas, is a leading global producer of styrenic block copolymers (SBCs), which are synthetic elastomers used in industrial and consumer applications to impart favorable product characteristics such as flexibility, resilience, strength, durability and processability. Major end uses for Kraton's products include personal care products, packaging and films, IR Latex, adhesives, sealants, coatings, and compounds. Kraton also makes products that serve the paving and roofing industries. The company generated revenues of $1.3 billion for the LTM period ending September 30, 2013. KRISAM GROUP: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: The Krisam Group, Inc. AKA Krisam Group, Inc. AKA Krisam Group P. O. Box 5079 Walnut Creek, CA 94596 Case No.: 14-50393 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Hon. Charles Novack Debtor's Counsel: Michael W. Malter, Esq. LAW OFFICES OF BINDER AND MILLER, LLP 2775 Park Ave. Santa Clara, CA 95050 Tel: (408) 295-1700 Email: michael@bindermalter.com - and - Julie H. Rome-Banks, Esq. LAW OFFICES OF BINDER AND MALTER, LLP 2775 Park Ave. Santa Clara, CA 95050 Tel: (408) 295-1700 Email: julie@bindermalter.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher White, CEO, President & Board Member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb14-50393.pdf LEHMAN BROTHERS: AvalonBay Delivers Common Stock to Affiliate ------------------------------------------------------------- AvalonBay Communities, Inc. on Jan. 29 disclosed that at the closing of the Archstone acquisition on February 27, 2013, AvalonBay and Equity Residential delivered to an affiliate of Lehman Brothers Holdings, Inc., shares of common stock of AvalonBay valued at $1.88 billion and shares of common stock of EQR valued at $1.93 billion, respectively. Lehman has reported publicly in a bankruptcy court filing that, "[a]s of January 24, 2014, the combined aggregate market value of [Lehman's] remaining holdings in EQR and AVB were approximately $582 million." About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). LIGHTSQUARED INC: Gets Loan Offers From Fortress and Ergen Entity ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Philip Falcone's LightSquared Inc. got loan offers from a fund owned by Fortress Investment Group LLC and an entity linked to onetime suitor Dish Network Corp. Chairman Charlie Ergen. The loan proposals are superior to one from a group of LightSquared's lenders, the report said, citing court papers filed Jan. 24 by Fortress Credit Investments and Ergen's SP Special Opportunities LLC in U.S. Bankruptcy Court in Manhattan. Their arguments were set to be considered at a Jan. 31 hearing. LightSquared said Jan. 18 that it wants to borrow $33 million from the ad hoc lender group, whose members would get higher priority rights to collect on debts, the report related. Fortress, which owns some of LightSquared's pre-bankruptcy debt, said its revised loan offer carries the lowest of the three interest rates, at a maximum of Libor plus 8 percent a year, according to the report. Libor, the London interbank offered rate, is the rate at which banks say they can borrow from each other. Libor rates are currently less than 1 percent. Special Opportunities is offering a loan with a 12 percent annual rate while the lender group is proposing 15 percent a year, according to court documents, the report further related. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LOEHMANN'S HOLDINGS: Court Approves Canaccord as Investment Banker ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District for New York authorized Loehmann's Holdings Inc. and its debtor-affiliates to employ Canaccord Genuity Inc. as their investment banker. According to the Troubled Company Reporter on Jan. 16, 2014, the Debtors and the Official Committee of Unsecured Creditors appointed in the retailer's bankruptcy case faced off over the Debtors' request to employ Canaccord Genuity Inc. as investment banker. Loehmann's proposed 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 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. LONE PINE: Cuts Debt to C$90 Million, Emerges from Bankruptcy ------------------------------------------------------------- Lone Pine Resources Inc. on Jan. 31 announced the successful completion of its previously announced financial restructuring and its emergence from creditor protection under the Companies' Creditors Arrangement Act and Chapter 15 of the U.S. Bankruptcy Code. As a result of the restructuring, Lone Pine has reduced its long term debt from approximately Cdn$395 million as of September 25, 2013 to approximately Cdn$90 million at emergence. In connection with completion of the restructuring, Lone Pine has ceased to be a reporting issuer in Canada, and has filed a Form 15 with the U.S. Securities and Exchange Commission suspending its reporting obligations under the Securities Exchange Act of 1934, as amended. About Lone Pine Resources Calgary, Canada-based Lone Pine Resources Inc. is an independent oil and gas exploration, development and production company with operations in Canada. The Company's reserves, producing properties and exploration prospects are located in the provinces of Alberta, British Columbia and Quebec, and in the Northwest Territories. The Company is incorporated under the laws of the State of Delaware. Lone Pine entered bankruptcy protection in Canada on Sept. 25, 2013, under the Companies' Creditors Arrangement Act and received an initial protection order from an Alberta court the same day. Lone Pine Resources simultaneously filed for Chapter 15 protection in Delaware in the United States (Bankr. D. Del. Case No. 13- 12487) to seek recognition of the CCAA proceedings. Lone Pine, LPR Canada and all other subsidiaries of the Company are parties to the CCAA and Chapter 15 proceedings. Lone Pine is being advised by RBC Capital Markets, Bennett Jones LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in connection with the restructuring, with Wachtell, Lipton, Rosen & Katz LLP providing independent advice to the Company's board of directors. The Supporting Noteholders are being advised by Goodmans LLP and Stroock & Stroock & Lavan LLP. Lone Pine's plan of reorganization is a debt-for-equity swap that would allow it to shed $195 million in bond debt. Noteholders are to receive 100 percent ownership of the new common stock. The existing $180 million secured bank credit will be paid in full with proceeds from a new asset-backed loan. General unsecured creditors will share a $700,000 fund. Current equity holders are being wiped out. LOS GATOS HOTEL: Disclosure Statement Hearing Today --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California will convene a hearing today, Feb. 3, 2014, at 02:30 PM, to consider approval of Debtor Los Gatos Hotel Corporation's Amended Disclosure Statement explaining its Amended Chapter 11 Plan. About Los Gatos Hotel San Jose, California-based Los Gatos Hotel Corporation, dba Hotel Los Gatos, was formed in 2000 to build and operate Hotel Los Gatos, a full-service boutique hotel in downtown Los Gatos, California. Los Gatos Hotel filed for Chapter 11 bankruptcy protection on December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135). The Debtor disclosed $17,191,277 in assets and $12,896,468 in liabilities as of the Chapter 11 filing. Affiliate Blossom Valley Investors, Inc., filed a separate Chapter 11 petition on September 10, 2009 (Bankr. N.D. Cal. Case No. 09-57669). Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo, serves as the Debtor's bankruptcy counsel. The Debtor has tapped OSAS Inc. as financial advisor and investment banker. MAGED ZAKY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Maged Zaky Nessim, D.D.S., Inc. dba The Oral Health Institute 3440 Atlantic Ave., Suite A Los Angeles, CA 90807 Case No.: 14-11937 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Thomas B. Donovan Debtor's Counsel: Elaine Nguyen, Esq. WEINTRAUB & SELTH APC 11766 Wilshire Blvd Ste 1170 Los Angeles, CA 90025 Tel: 310-207-1494 Fax: 310-442-0660 Email: elaine@wsrlaw.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Maged Zaky Nessim, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MASTER AGGREGATES: Court Approves Charles Cuprill as Attorney ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico authorized Master Aggregates Toa Baja Corporation to employ Charles A. Cuprill, P.S.C., Law Offices, as attorneys. As reported on Troubled Company Reporter on Dec. 18, 2013, the law firm will be paid on the basis of a $10,000 retainer against which the firm will bill on the basis of: $350 per hour, plus expenses, for work performed or to be performed by Charles A. Cuprill-Hernandez, Esq.; $225 per hour for any senior associate; $150 per hour for junior associates; and $85 per hour for paralegals. The firm assured the Court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Master Aggregates Toa Baja Corporation filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on Dec. 11, 2013. Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan, serves as counsel. The Debtor disclosed $11,125,939 in assets and $10,148,437 in liabilities. MASTER AGGREGATES: Hires Carrasquillo as Financial Consultant ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico authorized Master Aggregates Toa Baja Corporation to employ to employ CPA Luis R. Carrasquillo & Co., P.S.C., as financial consultant to assist it in the financial restructuring of its affairs by providing advice in strategic planning and the preparation of the Debtor's plan of reorganization and disclosure statement, determination of the Debtor's assets, and participating in the Debtor's negotiations with creditors and parties-in- interest. As reported in the Troubled Company Reporter on Dec. 18, 2013, the firm will be paid on the basis of a $12,500 advance, against which the firm will bill as per the hourly billing rates of its professionals. The firm assured the Court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Master Aggregates Toa Baja Corporation filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico, on Dec. 11, 2013. Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan, serves as counsel. The Debtor disclosed $11,125,939 in assets and $10,148,437 in liabilities. MCCLATCHY CO: BlackRock Stake at 6.3% as of Dec. 31 --------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31, 2013, it beneficially owned 3,858,227 shares of Class A common stock of McClatchy Co representing 6.3 percent of the shares outstanding. BlackRock previously owned 6,358,615 shares of Class A common stock as of April 30, 2013. A copy of the regulatory filing is available for free at: http://is.gd/zXnFwq About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The McClatchy incurred a net loss of $144,000 in 2012, as compared with net income of $54.38 million in 2011. The Company's balance sheet at Sept. 29, 2013, showed $2.60 billion in total assets, $2.54 billion in total liabilities and $60.25 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. METEX MFG: Hires Logan & Company as Balloting and Tabulation Agent ------------------------------------------------------------------ Metex Mfg. Corporation seeks permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Logan & company, Inc. as balloting and tabulation agent, nunc pro tunc to Jan. 1, 2014. The Debtor seeks to retain Logan & Company to provide the following bankruptcy administrative services: (a) tabulate votes and perform subscription services as may be requested or required in connection with the Plan; (b) provide ballot reports and related balloting and tabulation services to the Debtor and its professionals; (c) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; and (d) perform such other ministerial and administrative services in connection with the foregoing as may be requested by the Debtor that are not otherwise allowed under the Section 156(c) Order. Logan & Company will be paid at these hourly rates: Principal (Kate Logan) $297 Court Testimony (if required) $325 Senior Consultant $225 Statement & Schedule Preparation $220 Account Executive Support $205 Public Website Design & Maintenance $205 Programming Support $165 Project Coordinator $140 Quality Control and Audit $77 Data Entry $77 Clerical $50 Logan & Company will also be reimbursed for reasonable out-of- pocket expenses incurred. Kathleen M. Logan, president of Logan & Company, 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 Feb. 20, 2014, at 11:00 a.m. Objections, if any, are due Feb. 13, 2014, at 4:00 p.m. Logan & Company can be reached at: Kathleen M. Logan LOGAN & COMPANY, INC. 546 Valley Road, Second Floor Upper Montclair, NJ 07043 Tel: (973) 509-3190 Fax: (973) 509-3191 E-mail: klogan@loganandco.com About Metex Great Neck, New York-based Metex Mfg. Corporation, formerly known as Kentile Floors, Inc., started business in the late 1800's as a manufacturer of cork tile, and thereafter progressed to making composite tile for commercial and residential use. Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-14554) on Nov. 9, 2012. The petition was signed by Anthony J. Miceli, president. The Debtor estimated its assets and debts at $100 million to $500 million. Judge Burton R. Lifland presides over the case. Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J. Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent the Debtor as counsel. MGM RESORTS: Janus Capital Cuts Stake to 2.4% as of Dec. 31 ----------------------------------------------------------- Janus Capital Management LLC disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2013, it beneficially owned 11,579,165 shares of common stock of MGM Resorts International representing 2.4 percent of the shares outstanding. Janus Capital previously owned 47,560,483 common shares or 9.7 percent equity stake as of Dec. 31, 2011. A copy of the regulatory filing is available for free at: http://is.gd/swhWbp About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50 percent investments in four other properties in Nevada, Illinois and Macau. MGM Resorts reported a net loss attributable to the Company of $1.76 billion in 2012 as compared with net income attributable to the Company of $3.11 billion in 2011. As of Sept. 30, 2013, the Company had $25.65 billion in total assets, $17.83 billion in total liabilities and $7.82 billion in total stockholders' equity. Bankruptcy Warning "We have a significant amount of indebtedness maturing in 2015 and thereafter. Our ability to timely refinance and replace such indebtedness will depend upon the foregoing as well as on continued and sustained improvements in financial markets. If we are unable to refinance our indebtedness on a timely basis, we might be forced to seek alternate forms of financing, dispose of certain assets or minimize capital expenditures and other investments. There is no assurance that any of these alternatives would be available to us, if at all, on satisfactory terms, on terms that would not be disadvantageous to us, or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements." "Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. Any default under our senior credit facility or the indentures governing our other debt could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt, and could force us to seek protection under the bankruptcy laws," the Company said in its annual report for the year ended Dec. 31, 2012. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Oct. 15, 2012, Fitch Ratings has affirmed MGM Resorts International's (MGM) Issuer Default Rating (IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise) IDR at 'B+'. MNJL LLC: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: MNJL, LLC 12819 S Alameda St Compton, CA 90222 Case No.: 14-11748 Chapter 11 Petition Date: January 30, 2014 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: Lee H Durst, Esq. THE JUSTICE LAW CENTER 637 E Albertoni St Ste 108 Carson, CA 90746 Tel: 310-366-5800 Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Eva Plancarte, CEO. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MO MONEY: "Gavin" Suit Sent to E.D. Texas District Court -------------------------------------------------------- Bankrutpcy Judge Brenda T. Rhoades issued a Report and Recommendation dated Jan. 29, 2014, recommending that the District Court for the Eastern District of Texas withdraw the reference of the adversary proceeding, WILLIE GARVIN, Plaintiff, v. DONALD REID, DANIEL BRUSH AND MO MONEY, LLC Defendants, Adv. Proc. No. 13-05008 (Bankr. E.D. Tex.), pursuant to 28 U.S.C. Sec. 157(d) and that the adversary proceeding proceed to trial before the district court. In December 2013, the Plaintiff sought an order withdrawing the district court's General Order 84-14, Order of Reference of Bankruptcy Cases and Proceedings as it relates to the adversary proceeding in accordance with Federal Rule of Bankruptcy Procedure 5011. Defendant Donald Reid and Daniel Brush objected. On Jan. 21, 2014, the Court held a hearing on the Motion at which there appeared Willie Garvin, Donald Reid, Daniel Brush, and Mo Money, LLC by and through their respective counsel of record. At the hearing, the Parties announced an agreement as to the Motion. After due deliberation upon all of the matters submitted, and based upon the agreement of the Parties, the Court finds that Mr. Garvin is entitled to a trial by jury in this proceeding, which he has not by any act or omission to date waived; and that Mr. Garvin does not consent to conduct a trial by jury in the bankruptcy court. A copy of the Bankruptcy Court's Jan. 29, 2014 Report and Recommendation is available at http://is.gd/VqGsi6from Leagle.com. Mo Money LLC filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 13-50098) in 2013. MONTREAL MAINE: Wrongful Death Claimants File Chapter 11 Plan ------------------------------------------------------------- Chicago law firm, Meyers & Flowers, on Jan. 29 disclosed that the Unofficial Committee of Wrongful Death Claimants in the Montreal, Maine & Atlantic Railway (MMA) Chapter 11 bankruptcy case filed a plan on Jan. 29. A key element of the plan is the appointment of former U.S. Senator George J. Mitchell as the Plan Fiduciary. MMA filed for bankruptcy after one of its trains derailed and exploded in Lac-M'gantic, Quebec on July 6, 2013. The bankruptcy court has approved the sale of the railroad, with the closing expected in March. The trains will keep running, but no money is being set aside for the victims. Insurance coverage of at least $25 million is available, and negotiations are continuing with the insurance company and other stakeholders. It is hoped that with Senator Mitchell's leadership, a consensual negotiation of all outstanding issues can be achieved to allow for a prompt distribution to those tragically affected by this accident. Senator Mitchell is renowned for his leadership in bringing opposing parties together in agreement. He helped broker a peace agreement in Northern Ireland, which earned him the Presidential Medal of Freedom. He was also instrumental in Middle East peace negotiations and in leading the investigation of Major League Baseball regarding performance enhancing drugs. "Knowing of Senator Mitchell's record in this regard, we think he can help break the bankruptcy logjam," said Peter Flowers, whose Chicago law firm, along with attorneys Jason Webster and Mitchell A. Toups, represents the Unofficial Committee. The proposed plan provides for the insurer to settle, or else to turn over a portion of the policy proceeds to the MMA's bankruptcy estate. The plan includes a split of insurance proceeds whereby 75% would be distributed to claims for wrongful death and personal injury claims, which would be paid through the chapter 11 case, and 25% would be distributed to property damage claimants through the Canadian insolvency proceeding of MMA's Canadian subsidiary. "The idea," explained Mr. Flowers, "is to get this done quickly by dividing responsibility between the U.S. and Canadian cases rather than have a tug of war. We hope Senator Mitchell can help rally support for a compromise." About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. NEW LIFE MASONRY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: New Life Masonry & Waterproofing Inc. 481 Valleybrook Ave. Lyndhurst, NJ 07071 Case No.: 14-11500 Chapter 11 Petition Date: January 29, 2014 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Donald H. Steckroth Debtor's Counsel: David L. Stevens SCURA, WIGFIELD, HEYER & STEVENS, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 973-696-8391 Email: dstevens@scuramealey.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Marcelo Queiroz, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-11500.pdf NII HOLDINGS: BlackRock Stake at 7.9% as of Dec. 31 --------------------------------------------------- BlackRock, Inc., disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2013, it beneficially owned 13,687,403 shares of common stock of NII Holdings Inc. representing 7.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/w2Azs7 About NII Holdings With headquarters in Reston, Virginia, NII Holdings is an international wireless operator with more than 7 million largely post-pay, business subscribers. * * * As reported by the TCR on Jan. 14, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Reston, Va.-based wireless service provider NII Holdings Inc. (NII) to 'CCC+' from 'B-'. "The downgrade is based on NII's weak operating and financial performance and our view that the company's financial commitments may be unsustainable over the next few years, although liquidity should remain 'adequate' in 2014," said Standard & Poor's credit analyst Allyn Arden. In the Feb. 8, 2013, edition of the TCR, Moody's Investors Service downgraded the corporate family rating of NII Holdings Inc. to B2 from B1. The downgrade reflects Moody's expectations that the company's operating performance will remain weak for longer than originally expected due primarily to delays in deploying a 3G network. Increasing price competition and depreciating local currencies are exacerbating NII's challenges. NNN PARKWAY 400 26: Court Issues Amended Memorandum Rejecting Plan ------------------------------------------------------------------ Bankruptcy Judge Theodor C. Albert issued an Amended Memorandum of Decision denying confirmation of the Chapter 11 plan of NNN Parkway 400 26 LLC and its 30 debtor affiliates, and granting the lender relief from the automatic stay. Each of the Debtors owns undivided tenancies in common in the property commonly known as 11720 and 11800 Amber Park Drive, Alpharetta, Georgia. The property is improved by office buildings which have been partially leased. The debtor TICs each hold a percentage ownership in the property, aggregating approximately 86%. There are at least four tenants in common owning the remaining 14% which are not debtors. By earlier order these cases are administratively consolidated. The plan is opposed by the major creditor in the case WBCMT 2007- C31 Amberpark Office Limited Partnership. The lender is owed about $27 million secured by a first mortgage on the property. The lender had actually foreclosed on the property January 3, 2013 but was prevented from consummating that foreclosure by the Chapter 11 petition of the lead debtor, NNN Parkway 400 26, LLC representing about a 2.3% ownership of the property. Despite its serious misgivings voiced at the time, the court reluctantly found that, under the teaching of Harsh Investment Co. v. Bialac (In re Bialac), 712 F.2d 426 (9th Cir. 1983), the foreclosure was stayed not only as to the lead debtor but as to all of the other TICS as well because reciprocal rights of redemption from the lender's claim were a form of "property of the estate" which would be destroyed by the foreclosure. Consequently, under Ninth Circuit law the foreclosure sale as to the TICS other than the lead debtor was not just voidable, it was void, and so the sale was unwound by the lender. The initial petition was then followed by petitions from the other thirty debtor TICs. This matter first came on for hearing on attempted confirmation of the debtor TICs' plan of reorganization and lender's motion for relief of stay December 19, 2013. Those motions were considered together with motions to value the property and to dismiss. In anticipation of that hearing the court published its tentative decision December 18, 2013 wherein the court outlined several areas of concern it had over the confirmability of the plan. According to Judge Albert, the absolute priority rule and market testing issue, the separate classification and the fact that there may in good faith not be even a single consenting impaired class not involving insiders, and the question of just how the debtor TICs propose legally to control the non-consenting, non-debtor TICs in return for the new money absent protracted litigation, are all formidable barriers to confirmation. None of these barriers appear to be of the sort where the debtor TICs might be able to resolve them within the near future, thereby justifying more time. This case (at least as to the lead debtor) has now been pending for over one year and the court sees no practical end in sight. Therefore, the court sees no basis for further delay of the lender under 11 U.S.C. Sec. 362(d)(2) as there is no reorganization "in prospect," Judge Albert said, citing United Sav'n Assoc. of Texas v. Timbers of Inwood Forest Assocs., 484 U.S. 365, 376, 108 S.Ct. 626, 633 (1988). The Court added that the motion for dismissal of the case is deemed withdrawn. A copy of Judge Albert's Jan. 28, 2014 Amended Memorandum of Decision is available at http://is.gd/36UOTofrom Leagle.com. About NNN Parkway 400 26 LLC NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California, on Dec. 31, 2012. Dana Point, California-based NNN Parkway estimated assets and debts of $10 million to $50 million. The Hon. Judge Theodor Albert presides over the case. The Law Office of Christine E. Baur, and David A. Lee, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor. Pre-petition, the Debtors retained HighPoint Management Solutions, LLC, a bankruptcy consulting company, as a manager of the Debtors, and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors' Restructuring Officer, to assist the Debtors in their compliance with the Chapter 11 bankruptcy process. The Debtors' primary asset is a commercial real property commonly known as Parkway 400, which is a two-building office campus totaling approximately 193,281 square feet located at 11720 Amber Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia. The Debtors hold a concurrent ownership interest in the Property with other tenant-in-common investors and the sponsor, NNN Parkway 400, LLC. NORCROSS LODGING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Norcross Lodging Associates, LLP dba Norcross Inn & Suites 120 S. Tibbs Avenue Indianapolis, IN 46241 Case No.: 14-00626 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. James K. Coachys Debtor's Counsel: Jeffrey M. Hester, Esq. TUCKER HESTER BAKER & KREBS, LLC One Indiana Square, Suite 1600 Indianapolis, IN 46204-1816 Tel: 317-833-3030 Fax: 317-833-3031 Email: jhester@thbklaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mohan Hari, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/insb14-626.pdf OCEANIA CRUISES: S&P Alters Outlook to Pos. & Rates $249MM Loan B+ ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its 'B' rating outlook on Miami-based cruise line operator Oceania Cruises Inc. to positive from stable. At the same time, S&P assigned the company's proposed $249 million first-lien senior secured term loan due 2020 its 'B+' issue-level rating (one notch above S&P's 'B' corporate credit rating on the company), with a recovery rating of '2', indicating S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default. In addition, S&P revised its recovery rating on the existing $75 million revolver due 2018 to '2' (70%-90% recovery expectation) from '3' (50%-70% recovery expectation). S&P subsequently raised its issue-level rating on this debt to 'B+' from 'B', in line with the issue-level rating on the proposed term loan, and in accordance with its notching criteria. The positive outlook revision reflects anticipated improvement in consolidated leverage measures at parent Prestige Cruise Holdings Inc. resulting from debt repayment and good anticipated operating performance at both Oceania and its affiliate Seven Seas Cruises S. de R.L. (S&P bases ratings on Prestige Cruise Holdings Inc. and its subsidiaries Oceania Cruises Inc. and Seven Seas Cruises S. de R.L. on the consolidated group credit profile and application of our group ratings methodology.) The company plans to repay $50 million in term loan debt at Oceania and $50 million in term loan debt at Seven Seas. In addition to the aggregate $100 million in consolidated debt repayment, and given good visibility for bookings so far in 2014, S&P expects that Oceania can increase EBITDA in the mid- to high- single-digit area in 2014, primarily from good anticipated yield performance in 2014. Combined with expected EBITDA growth in 2014 at affiliate Seven Seas, S&P believes parent company Prestige could increase consolidated EBITDA in the mid- to high-single- digit area, reduce debt to EBITDA to the mid-5x area, and improve funds from operations (FFO) to total debt to the low- to mid-teens percentage area by the end of 2014. S&P could consider an upgrade if it expects parent Prestige to sustain leverage measures at these levels or further improve them, as this would improve the company's financial risk profile to "aggressive" over the near term from the current "highly leveraged" assessment. S&P believes total debt to EBITDA at Prestige was about 7x and FFO to debt was about 10% at the end of 2013, which are aligned with a highly leveraged financial risk profile. S&P's rating on Oceania is also based on its assessment of the company's business risk profile as "weak," which reflects the company's small fleet and focus on the niche upper-premium cruise space, the capital-intensive nature of the cruise industry, and the travel industry's susceptibility to economic cycles and global political events. The high quality of Oceania's vessels and good visibility into future bookings partially offset the negative rating factors. "In addition, we base ratings on Oceania Cruises Inc. and Seven Seas Cruises S. de R.L. (operator of the Regent cruise brand) on the consolidated credit quality of parent company Prestige Cruise Holdings Inc., and we apply our group ratings methodology. We consider each of the above subsidiaries to be "core" entities of Prestige. Oceania and Seven Seas are wholly owned subsidiaries of Prestige, a corporation controlled by Apollo Management L.P. Although management intends to maintain Oceania and Seven Seas as two independent, separately financed brands, we believe the strategic relationship between the entities within the context of Apollo's investment in the high-end cruise line niche warrants our taking a holistic view of the family of companies. In addition, Prestige guarantees much of the debt of Oceania (including debt issued to finance the delivery of Marina in January 2011 and Riviera in April 2012, where there are financial maintenance covenants at the Prestige level), further aligning the credit quality of Seven Seas with Oceania ," S&P said. PAR PHARMACEUTICAL: Moody's Confirms 'B2' CFR; Outlook Negative --------------------------------------------------------------- Moody's Investors Service confirmed the ratings of Par Pharmaceutical Companies, Inc., including the B2 Corporate Family Rating and the B2-PD Probability of Default Rating, following Moody's receipt of more information concerning financing plans for Par's acquisition of JHP Pharmaceuticals ("JHP") for $490 million. In addition, Moody's assigned a B1 rating to the $395 million add- on term loan that will be used to fund part of the acquisition. The remaining purchase price will be funded with $110 million of new equity from TPG Capital LP, the equity sponsor. Moody's also assigned a Speculative Grade Liquidity Rating of SGL-2 (good liquidity). The rating outlook is negative. The following ratings were confirmed/LGD point estimates modified: Corporate Family Rating, at B2 Probability of Default Rating at B2-PD $150 million senior secured revolving credit facility at B1 (LGD 3, point estimate changed to 38% from 33%) $1.06 billion senior secured term loan at B1 (LGD 3, point estimate changed to 38% from 33%) $490 million senior unsecured notes at Caa1 (LGD 6, point estimate changed to 90% from 86%) The following ratings were assigned: $395 million add-on term loan at B1 (LGD 3, 38%) Speculative Grade Liquidity Rating at SGL-2 The outlook is negative. Ratings Rationale The confirmation of Par's ratings reflects the fact that a meaningful portion of the acquisition is being funded with new equity, thus somewhat mitigating the negative impact on credit ratios. The confirmation also reflects Moody's expectation that the company will continue to generate solid free cash flow following the acquisition of JHP and that the company will maintain good liquidity over the next 12 months. The confirmation also reflects Moody's view that Par's EBITDA on a stand-alone basis will improve versus trailing twelve month figures (9/30/13) due to recent products launches as well as temporary market share gains in instances where competitors have had supply issues. The negative outlook reflects the increased leverage as a result of debt being taken on to fund the acquisition. Further, Moody's views the acquisition as increasing Par's overall business risk because sterile injectables -- JHP's core product -- represent a new business for Par, with different end-market customers (hospitals/GPOs) as well as greater regulatory/compliance risk, due to the need to maintain strict sterility conditions. The negative outlook also reflects Moody's concerns about the potential cash outflows for outstanding legal issues, including the "at risk" launch of omeprazole/sodium bicarbonate (Zegerid) and Average Wholesale Pricing (AWP) litigation. Par's B2 rating reflects its mid-tier position in the US generic pharmaceutical market, in which it competes against substantially larger and more diverse global players. Par competes largely on its expertise in extended release formulations and other difficult-to-make products, and the fact that its FDA quality track record has been strong to date. The ratings are constrained by Par's leverage, which is high, particularly in the context of the volatility in earnings created by its revenue concentration in a few products and the inherent fluctuations in generic drug pricing and market share. The ratings are supported by Moody's expectation for good free cash flow and a steady stream of new product launches which will be sufficient to offset declines in older products. Moody's could upgrade Par's ratings if debt/EBITDA appears sustainable below 4.0 times and if revenue diversity improves. This scenario could emerge with ongoing launches of new generic products, and reduction in debt levels while pursuing disciplined business development. Moody's could downgrade the ratings if leverage is sustained above 6.0 times or if liquidity weakens. Such a scenario could arise with a significant debt-financed acquisition or dividend, or a major business disruption stemming from a manufacturing/compliance issue or a material adverse litigation outcome. The principal methodology used in this rating was the Global Pharmaceutical Industry published in December 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Woodcliff Lake, New Jersey, Par Pharmaceutical Companies, Inc. is a specialty generic and branded pharmaceutical company operating primarily in the United States. The company reported in excess of $1 billion of total revenues for the twelve months ended September 30, 2013. The company is owned TPG Capital, L.P. PEERY HOTEL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Peery Hotel, LP 4035 E. Thousand Oaks Blvd. Thousand Oaks, CA 91362 Case No.: 14-10520 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Victoria S. Kaufman Debtor's Counsel: Steven R Fox, Esq. LAW OFFICES OF STEVEN R. FOX 17835 Ventura Blvd Ste 306 Encino, CA 91316 Tel: 818-774-3545 Fax: 818-774-3707 Email: emails@foxlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Peterson, pres. of Peery Hotel, Inc., gen. partner of Peery Hotel, LP. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-10520.pdf PENFOLD CAPITAL: Delays Filing of Annual Financial Statements ------------------------------------------------------------- Penfold Capital Acquisition IV Corporation on Jan. 29 announced a delay in filing its annual financial statements, accompanying Management's Discussion and Analysis and related CEO and CFO Certifications of Annual Filings for the financial year ended September 30, 2013, within the period prescribed for the filing of such documents under Parts 4 and 5 of Regulation 51-102 respecting Continuous Disclosure Obligations and pursuant to Regulation 52- 109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings, namely within 120 days of year-end, being January 28, 2014. The delay in filing the Required Filings is primarily attributable to the additional time and efforts required by the Company with its auditors in order to complete the Issuer's audited annual financial statements and finalize the accompanying Management's Discussion and Analysis. The Company's Board of Directors and its management will be working expeditiously with the Company's auditors to meet the Company's obligations relating to the filing of the Required Filings. The Company expects to file the Required Filings on or before February 7, 2014. As a result of the postponement in the filing of its Required Filings, the Company will make an application to the Ontario Securities Commission for a management cease trade order, which would restrict all trading in securities of the Company, whether direct or indirect, by management of the Company. The MCTO would not affect the ability of shareholders who are not insiders of the Company to trade their securities. There is no certainty that the MCTO will be granted. If the MCTO is not issued by the OSC, the applicable Canadian securities regulatory authorities could issue a general cease trade order against the Company for failure to file the Required Filings within the prescribed time period. The Company confirmed that it intends to satisfy the provisions of the alternative information guidelines found at sections 4.3 and 4.4 of Policy Statement 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults, for so long as it remains in default as a result of the late filing of the Required Filings. During the period of default, the Company will issue bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. The Company confirmed that there are no insolvency proceedings against it as of the date of this press release. The Company also confirmed that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release. About Penfold Capital Acquisition IV Corporation The Company, through its wholly owned subsidiary SLM, is dedicated to managing consumer and retail store returns and defective and problematic electronics through product end-of-life management. The Company provides manages returns from receiving to end-of-life with quality assurance testing, factory servicing, resale through non-traditional channels and recycling of non saleable product to support a closed-loop distribution process. The Company is able to recycle the non-saleable returns it receives, thereby allowing customer returns to have a very low environmental impact. An independent Waste Audit Report shows that the Company is able to achieve a waste diversion rate of 98.6%. This means that companies using the Company's processes are able to divert 98.6% of their product from landfill sites. The Company is currently working on rolling out this product offering to retailers to allow them to capture the environmentally conscious consumer. The Company currently operates only in Ontario. PENINSULA HOSPITAL: Has Nod to Use Cash Collateral Until April 30 ----------------------------------------------------------------- The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York, in a 17th interim order, authorized Lori Lapin Jones, as Chapter 11 trustee for Peninsula Hospital Center, et al., to use the cash collateral of the 1199 Funds and Revival Funding Co., LLC, until April 30, 2014. The Trustee will be authorized on consent to use 1199 Funds' Cash Collateral in connection with the wind down of the estate of PHC substantially in accordance with the agreed upon budget. A copy of the budget is available for free at: http://bankrupt.com/misc/PENINSULAHOSPITALcashcollbudget.pdf The Trustee will also be authorized on consent to use the Cash Collateral of the 1199 Funds and Revival in connection with the administration and wind down of the estate of Peninsula General Nursing Home Corp. dba Peninsula Center For Extended Care & Rehabilitation in amounts not materially greater than is set forth in the Budget. Although a receiver assumed responsibility to operate PGN as of Feb. 3, 2013, the budgeted expenses of PGN include operating costs incurred prior to, and which were outstanding as of such date and other costs of administering the PGN Chapter 11 estate. As previously provided in the 16th interim court order, the 1199 Funds agree that there will continue to be carved out from the proceeds payable to the 1199 Funds on account of the lien and secured claim it asserts against PGN an amount of up to $700,000 for the exclusive use of paying the commissions, fees and expenses of the Trustee, and the Trustee's professionals, Garfunkel Wild, P.C., LaMonica, Herbst & Maniscalco, LLP, in the event that there are insufficient funds in the estate of PGN, whether from the proceeds from the sale of the assets and properties of PGN or otherwise, to pay the allowed amount of any commissions, fees or expenses of the Trustee and the Trustee's Professionals. The Trustee and the 1199 Funds agree that the Trustee Additional Fee Carveout will be increased by $50,000 to an amount of up to $750,000. The Trustee Additional Fee Carveout will be used to satisfy any unpaid allowed amounts of the commissions, fees or expenses of the Trustee and the Trustee's Professionals after payments to the Trustee and the Truste's professionals on account of their allowed administrative claims for the commissions, fees or expenses. The Trustee Additional Fee Carveout will be segregated from the proceeds of the sale of the assets and properties of PGN and will be maintained by the Trustee in a segregated account. About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Judge Elizabeth S. Stong presides over the case. Marilyn Cowhey Macron, Esq., at Macron & Cowhey, represents the petitioners. Peninsula Hospital Center and Peninsula General Nursing Home Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman, et al., as their attorneys. Nixon Peabody served as their special counsel; GCG, Inc., serves as claims and noticing agent. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Neubert, Pepe & Monteith P.C. serves as PCO's counsel. In April 2013, the bankruptcy court discharged Daniel T. McMurray from his duties and responsibilities as patient care ombudsman. Richard J. McCord, Esq., was appointed by the Court as examiner in the Debtors' cases. His task was to conduct an investigation of the Debtors' relationship and transactions with Revival Home Health Care, Revival Acquisitions Group LLC, Revival Funding Co. LLC, and any affiliates. Certilman Balin, & Hyman, LLP, which counts Mr. McCord as one of the firm's members, served as counsel for the Examiner. CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., serve as financial advisors for the Official Committee of Unsecured Creditors. Robert M. Hirsh, Esq., at Arent Fox LLP, in New York, N.Y., represents the Committee as counsel. At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. -- ljones@jonespllc.com -- was named Chapter 11 Trustee in March 2012, replacing Todd Miller, the Debtors' Chief Executive Officer. The Chapter 11 trustee is represented by LaMonica Herbst & Maniscalco LLP as her counsel. Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's special counsel in connection with her investigation of the Debtors. She obtained approval to employ Garfunkel Wild, P.C., as her special health care, regulatory, corporate, finance and litigation counsel; and Foy Advisors LLC as consultant. PERDOMO & HERMANO: Case Summary & 6 Unsecured Creditors ------------------------------------------------------- Debtor: Perdomo & Hermano Corp URB Baldrich 226 Ave Domenech San Juan, PR 00918 Case No.: 14-00638 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Brian K. Tester Debtor's Counsel: Wanda I. Luna Martinez, Esq. LUNA LAW OFFICES PMB 389, PO Box 194000 San Juan, PR 00919-4000 Tel: 787-998-2356 Fax: 787-200-8837 Email: quiebra@gmail.com Total Assets: $954,403 Total Liabilities: $1.32 million The petition was signed by Pedro Luis Perdomo Caraballo, president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-638.pdf POPPELL'S PRODUCE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Poppell's Produce, Inc. 712 W. Cherry Street Jesup, GA 31545-0634 Case No.: 14-20073 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Southern District of Georgia (Brunswick) Judge: Hon. John S. Dalis Debtor's Counsel: Jon A. Levis, Esq. MERRILL & STONE, LLC P O Box 129 Swainsboro, GA 30401 Tel: 478-237-7029 Fax: 478-237-9211 Email: bkymail@merrillstonehamilton.com - and - Jesse C. Stone, Esq. MERRILL & STONE, LLC P O Box 129 Swainsboro, GA 30401 Tel: 478-237-7029 Fax: 478-237-9211 Email: bkymail@merrillstonehamilton.com Total Assets: $953,462 Total Liabilities: $2.47 million The petition was signed by Cathy G. Poppell, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. PROSPECT SQUARE: Case Summary & 13 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 cases: Debtor Case No. ------ -------- Prospect Square 07 A, LLC 14-10896 5690 DTC Boulevard, Suite 515 Greenwood Village, CO 80111 Prospect Square 07 B, LLC 14-10897 5690 DTC Boulevard, Suite 515 Greenwood Village, CO 80111 Prospect Square 07 C, LLC 14-10899 5690 DTC Boulevard, Suite 515 Greenwood Village, CO 80111 Prospect Square 07 D, LLC 14-10900 5690 DTC Boulevard, Suite 515 Greenwood Village, CO 80111 Prospect Square 07 E, LLC 14-10902 5690 DTC Boulevard, Suite 515 Greenwood Village, CO 80111 Chapter 11 Petition Date: January 29, 2014 Court: United States Bankruptcy Court District of Colorado (Denver) Judges: Hon. Elizabeth E. Brown (14-10896) Hon. Michael E. Romero (14-10897) Hon. Bruce Campbell (14-10899) Hon. Sidney B. Brooks (14-10900) Hon. Sidney B. Brooks(14-10902) Debtors' Counsel: Lee M. Kutner, Esq. KUTNER BRINEN GARBER, P.C. 303 E. 17th Ave., Ste. 500 Denver, CO 80203 ( ) 303-832-2400 Email: lmk@kutnerlaw.com Estimated Estimated Assets Liabilities ----------- ------------ Prospect Square 07 A, LLC $10MM-$50MM $10MM-$50MM Prospect Square 07 B, LLC $10MM-$50MM $10MM-$50MM Prospect Square 07 C, LLC $10MM-$50MM $10MM-$50MM Prospect Square 07 D, LLC $10MM-$50MM $10MM-$50MM Prospect Square 07 E, LLC $10MM-$50MM $10MM-$50MM The petitions were signed by Gary J. Dragul, president, GDA Real Estate Management, Inc., manager. A List of the Debtors' 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------- Brownstein Hyatt Farber & Schreck Legal services Unknown Chamberlain Contract Sweeping Services $1,018 Duke Energy Utilities Unknown GDA Management Services, LLC Services $11,864 GDA Real Estate Services, LLC Consulting Unknown Goering & Goering, LLC Legal services Unknown Greater Cincinnati-Water Works Water Unknown H.C. Nutting Company Services $1,235 Reinhart & Associates, LLC Prof. Fees $14,250 Robbins, Kelly, Patterson & Tucker Legal services Unknown Schumacher Dugan Parking Lot $37,200 The Conundrum Group, LLP Legal services $25,860 Trust Capital Group Consulting Unknown PROVIDENCE PROPERTIES: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Providence Properties, LLC dba Providence Hall 745 Turnpike Rd. Lawrenceburg, TN 38464 Case No.: 14-00687 Chapter 11 Petition Date: January 30, 2014 Court: United States Bankruptcy Court Middle District of Tennessee (Columbia) Judge: Hon. Marian F Harrison Debtor's Counsel: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 Church St Ste 410 Nashville, TN 37219 Tel: 615 256-8300 Fax: 615 255-4516 Email: slefkovitz@lefkovitz.com Total Assets: $525,500 Total Liabilities: $1.14 million The petition was signed by Jeremiah Cribb, owner. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb14-687.pdf PROVIDENT FUNDING: S&P Affirms 'B+' ICR & Revises Outlook to Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' long-term issuer credit rating on Provident Funding Associates L.P. (Provident) and revised the outlook to negative from stable. "The negative outlook reflects worsening earnings following a contraction in both refinance volume and gain on sale margins when interest rates rose in the second and third quarter of 2013," said Standard & Poor's credit analyst Stephen Lynch. Through the first nine months of 2013, origination volumes totaled $14.7 billion, down 44% over the same period in 2012. Origination volumes were $35.8 billion in 2012, $24 billion in 2011, $27 billion in 2010, and $38 billion in 2009. Provident's adjusted EBITDA was negative in the third quarter of 2013, leading to a deterioration in the company's earnings leverage on a trailing 12 months basis. The primary adjustment S&P makes to adjusted EBITDA is excluding the noncash mark-to- market gains in the servicing portfolio. S&P now expects that fourth-quarter results could be weak before normalizing over 2014. As a result of the decline in earnings, debt to adjusted EBITDA has temporarily increased to just below 9x, a level S&P considers weak for a 'B+' rating. Furthermore, Provident's interest coverage ratio of 1.3x is also weak and a negative rating factor. S&P's negative outlook on Provident is based on the difficult market conditions over the past several quarters, which has led to depressed cash flow and earnings relative to the company's $745 million debt burden. S&P expects market conditions to remain challenging for at least the next two quarters. Origination volumes are unlikely to increase substantially -- absent either a surge in home purchases or an unexpected sharp drop in mortgage rates -- and gain-on-sale margins may not rise until originators reduce more capacity. However, S&P believes industry supply will likely contract over the next year, causing gain-on-sale margins to rise and providing support to Provident's earnings. S&P will likely lower its rating on Provident if these difficult market conditions persist longer than it expects and, as a result, its cash flow relative to its debt service obligations remains depressed. For instance, S&P could lower the rating if the company is unable to begin approaching its historical leverage, measured as debt to adjusted EBITDA, of below 4x on a sustained basis; if the company is unable to raise its debt service coverage ratio (DSCR) above 2x over the next year; or if metrics continue to worsen. S&P could revise the outlook to stable if the company's leverage and DSCR begin approaching historical levels on a sustained basis. An upgrade is not likely over the next one to two years. Over time, S&P could raise the rating if the company meaningfully reduces its leverage and increases its DSCR without altering the long-term prospects of the company's fundamental business model. More specifically, S&P would expect the company to continue to organically create servicing assets in excess of portfolio run-off while maintaining or exceeding its historical earnings and profitability. RAL GLEEM: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: RAL Gleem, Inc. aka RAL Gleem Industries 656 Atkins Avenue Brooklyn, NY 11208 Case No.: 14-40444 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtor's Counsel: Michael S Fox, Esq. OLSHAN FROME WOLOSKY LLP 65 East 55th Street New York, NY 10022 Tel: 212-451-2300 Fax: 212-451-2222 Email: mfox@olshanlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Bruce Rosen, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-40444.pdf RALPH ESMERIAN: Folk Art Fetches Auction Record $13 Million ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a folk art collection assembled by Ralph O. Esmerian, the former chairman emeritus of the American Folk Art Museum serving a six-year federal prison sentence for fraud, fetched a record $13 million at Sotheby's in New York. According to the report, the 228-lot sale on Jan. 25 generated the highest proceeds ever for an American folk art collection, the auction house said in a statement. The top lot at the sale ordered by the U.S. Bankruptcy Court was a carved figure of Santa Claus by Samuel Robb, which went for $875,000, more than three times its high estimate of $250,000, the report related. The artist made the figure as a Christmas present for his daughter, Elizabeth, in 1923. The auction generated $10.5 million for Esmerian's creditors, liquidation trustee Jay Teitelbaum of New York-based Teitelbaum & Baskin LLP said on Jan. 27 in a phone interview with Bloomberg. Creditors hold more than $140 million in claims, according to court papers filed in a December 2012 settlement agreement, the report further related. The auction tally, which includes commissions, surpassed a 1994 event that raised $12.3 million, Sotheby's said. About Ralph Esmerian Ralph Esmerian, who owned liquidated antique jewelry retailer Fred Leighton Holding Inc. in New York, and his company R. Esmerian Inc. were hit with involuntary Chapter 7 petitions (Bankr. S.D.N.Y. Case Nos. 10-12721 and 10-12719) by creditors alleging they were owed $40 million. Mr. Esmerian was convicted of fraud and sentenced to prison in 2011 for a scheme to conceal assets from the bankruptcy court as well as wire fraud. RECOVERY INDUSTRIES: Case Summary & 6 Top Unsecured Creditors ------------------------------------------------------------- Debtor: Recovery Industries, Inc. Post Office Box 4088 Gulf Shores, AL 36547 Case No.: 14-00280 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Judge: Hon. William S. Shulman Debtor's Counsel: Robert M. Galloway, Esq. GALLOWAY, WETTERMARK, EVEREST, RUTENS & GAILLARD, LLP P. O. Box 16629 Mobile, AL 36616-0629 Tel: (251) 476-4493 Email: bgalloway@gallowayllp.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Donald S. Ryals, president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/alsb14-280.pdf REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Ratings -------------------------------------------------------------- Fitch Ratings has affirmed the IDRs of Regal Entertainment Group (Regal) and Regal Cinemas Corporation (Regal Cinemas)at 'B+'. Fitch has also upgraded the senior unsecured notes at Regal by one notch to 'B/RR5', as a result of Fitch's updated recovery analysis. The Outlook remains Stable. Key Rating Drivers Regal's ratings reflect Fitch's belief that movie exhibition will continue to be a key promotion window for the movie studios' biggest/most profitable releases. Despite a strong comparison with the 2012 industry box office, 2013's film slate delivered positive growth in box office revenues, up 0.8%, according to Box Office Mojo. Attendance declines of 1.3% were offset by a 2.1% increase in average ticket price. This will pose a tough comparison year in 2014. However, as in the past few years, there are many high-profile sequels that have a strong likelihood of box office success. The releases of 'Captain America: Winter Soldier', 'The Amazing Spider-Man 2', 'X- Men: Days of Future Past', 'Transformers: Age of Extinction', 'The Hunger Games: Mockingjay Part 1', and 'The Hobbit: There and Back Again', headline a strong film slate. Fitch believes the film slate will support industry-wide box office revenue levels with flat to low single digit declines in attendance and flat average ticket price. Fitch believes the investments made by Regal and its peers to improve the patron's experience are prudent. While high margin concessions may be pressured, Fitch believes that in the long term, the exhibitors will benefit from delivering an improved value proposition to its patrons, and that premium food services/offerings will grow absolute levels of revenue and EBITDA. Fitch believes that Regal will continue to focus free cash flow (FCF) deployment toward expansion/build-out of theaters, acquisition of theater assets, and/or for shareholder-friendly activities. The ratings factor the intermediate/long-term risks associated with increased competition from at-home entertainment media, limited control over revenue trends, collapsing film distribution windows and increasing indirect competition from other distribution channels (such as DVD, VOD, and OTT). For the long term, Fitch continues to expect that the movie exhibitor industry will be challenged in growing attendance and that any potential attendance declines will offset some of the growth in average ticket prices. In addition, Regal and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. Liquidity and Leverage Regal's solid liquidity position is supported by $270 million of cash on hand as of Sept. 27, 2013 and $82.3 million availability under its $85 million revolver due 2017. FCF before dividend, as of Sept. 27, 2013, latest 12 month (LTM) was $324 million. Fitch expects pre-dividend FCF between $200 million and $300 million over the next two years. Fitch estimates approximately $130 million in annual dividends. Regal has a manageable maturity profile with Regal Cinemas' term loans due in 2017 as its next material maturity: -- Regal Cinemas' $981 million secured term loans (due 2017; amortize $10 million per annum); -- Regal's $311.4 million unsecured notes (due 2018); -- Regal Cinemas' $400 million unsecured notes (due 2019); -- Regal's $250 million unsecured notes (due 2023); and -- Regal's $250 million unsecured notes (due 2025). Fitch believes that Regal will have sufficient liquidity, including access to credit markets, to address its maturities. Fitch calculates unadjusted gross leverage of 3.7x (including NCM dividend), and interest coverage at 4.5x as of Sept. 27, 2013. Recovery Regal's Recovery Ratings reflect Fitch's expectation that the enterprise value of the company and, thus, recovery rates for its creditors, will be maximized in a restructuring scenario (as a going concern) rather than a liquidation. Fitch estimates a distressed enterprise valuation of $2.1 billion, using a 5x multiple and including an estimate for Regal's 17.9% stake in National CineMedia, LLC of approximately $170 million. The 'RR1' Recovery Rating for the company's credit facilities reflects Fitch's belief that 91%-100% expected recovery is reasonable. While Fitch does not assign Recovery Ratings for the company's operating lease obligations, it is assumed the company rejects only 30% of its remaining $3.2 billion in operating lease commitments due to their significance to the operations in a going-concern scenario and is liable for 15% of those rejected values (at a net present value). Fitch's recovery analysis shows full recovery for Regal Cinemas' senior unsecured notes; however, due to the unsecured nature of these notes, Fitch assigns an 'RR2' Recovery Rating. The upgrade of Regal's senior unsecured notes reflects Fitch's updated recovery analysis assumptions. The ratings also reflect the structural subordination of the notes. The senior unsecured notes at the parent level would be expected to have below average recovery (11% - 30%), reflecting an 'RR5.' Rating Sensitivities Limited Rating Upside: Fitch heavily weighs the prospective challenges facing Regal and its industry peers in arriving at the long-term credit ratings. Significant improvements in the operating environment (sustainable increases in attendance) and sustained deleveraging could have a positive effect on the rating, though Fitch views this as unlikely. Negative Trigger: Fitch anticipates that the company, and other movie exhibitors, will continue to consolidate. While not anticipated, a debt- financed material acquisition or return of capital to shareholders that would raise the unadjusted gross leverage beyond 4.5x could have a negative effect on the rating. In addition, meaningful, sustained declines in attendance and/or per-guest concession spending that drove leverage beyond 4.5x would pressure the rating as well. Fitch has taken the following rating actions on Regal and Regal Cinemas: Regal -- IDR affirmed 'B+'; -- Senior unsecured notes upgraded to 'B/RR5' from 'B-/RR6'. Regal Cinemas -- IDR affirmed at 'B+'; -- Senior secured credit facility affirmed at 'BB+/RR1'; -- Senior unsecured notes affirmed at 'BB/RR2'. The Rating Outlook is Stable. ROBERTS HOTELS: Court Grants BofA Stay Relief --------------------------------------------- The Hon. Charles E. Rendlen, III, of the U.S. Bankruptcy Court for the Eastern District of Missouri has granted Bank of America, N.A., relief from the automatic stay for the purpose of prosecuting, negotiating and settling of all of Roberts Hotels Spartanburg, LLC's rights in the Spartanburg insurance claim. The Court further ordered that all parties, including any insurance companies with respect to the Spartanburg Insurance Claim are authorized and directed to deal exclusively with the Bank in connection with the Spartanburg Insurance Claim. The presently unoccupied Spartanburg Hotel is owned by Roberts Hotels Spartanburg, LLC, and is located at 9027 Fairforest Road, Spartanburg, South Carolina. In April 2013, the Spartanburg Hotel suffered severe water damage because of a burst water pipe on the fifth floor. It was insured at the time of the water damage. The Bank believes that there is a valuable claim against the insurer for the damage done to the Spartanburg Hotel. The Bank's loan documentation with the Debtors granted to the Bank a security interest in and assignment of the proceeds of insurance claims. Therefore, the Bank holds a security interest in and assignment of the Spartanburg Insurance Claim, and it is listed as an additional loss payee, the Bank stated in its Dec. 2, stay motion filing. The Bank said in its court filing that cause exists for relief from the automatic stay because (a) the Bank is already listed as an additional loss payee on the applicable insurance policy, and (b) the insurance proceeds will not be used to restore or repair the Spartanburg Hotel, a sale of which in an "as is" condition is believed to be imminent. According to the Bank, the indebtedness is many times greater than the damages sustained by the Spartanburg Hotels, so Roberts Spartanburg does not enjoy any equity in the Spartanburg Insurance Claim. Roberts Spartanburg does not intend to reorganize so the Spartanburg Insurance Claim is not necessary for an effective reorganization, the Bank added. The Bank is represented by: THOMPSON COBURN LLP David A. Warfield, Esq. One US Bank Plaza, Suite 2600 St. Louis, MO 63101 Tel: (314) 552-6000 Fax: (314) 552-0000 E-mail: dwarfield@thompsoncoburn.com About Roberts Hotels Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have filed separate Chapter 11 bankruptcy petitions. The hotels are among those involved in a lawsuit Bank of America filed against Roberts Cos. in April 2012. BofA alleges Roberts Cos. defaulted on a loan to renovate six hotels it owns outside of Missouri and owes more than $34 million. The hotels are located in Tampa, Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C. Roberts Hotels Dallas LLC, which operates as a Courtyard by Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11 bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012, estimating $1 million to $10 million in assets, and $10 million to $50 million in debts. Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012, estimating $1 million to $10 million in assets, and $10 million to $50 million in debts. Roberts Hotels Shreveport LLC, also under the Clarion flag, sought Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12- 44495) on May 9, estimating under $10 million in assets and between $10 million and $50 million in debts. Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel, formerly named Radisson Hotel & Suites Spartanburg, filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April 19, 2012. It scheduled $3,028,820 in assets and $34,775,209 in debts. Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012, listing under $50,000 in assets and up to $50 million in debts. Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820 East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo. Case No. 12-44391) on May 7, estimating assets between $1 million and $10 million and debts between $10 million and $50 million. A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the Debtors' counsel. The petitions were signed by Mike Kirtley, chief operating officer. On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss. Case No. 11-04341), estimating both assets and debts of between $1 million and $10 million. John D. Moore, P.A., represents the Debtor. The cases are jointly administered. The original affiliated debtors in these jointly administered cases were Roberts Hotels Spartanburg, Roberts Hotels Tampa, Roberts Hotels Atlanta, Roberts Hotels Shreveport, Roberts Hotels Houston, and Roberts Hotels Dallas. The Tampa Case, the Atlanta Case and the Dallas Case were dismissed on Sept. 30, 2013. The other three cases are still pending and their cases are being jointly administered pursuant to the June 6, 2012 court order. Unless otherwise specified, all docket entry numbers refer to the Houston Case. RUE21 INC: Bank Debt Trades at 13% Off -------------------------------------- Participations in a syndicated loan under which Rue21 Inc. is a borrower traded in the secondary market at 87.15 cents-on-the- dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.47 percentage points from the previous week, The Journal relates. Rue21 Inc. pays 475 basis points above LIBOR to borrow under the facility. The bank loan matures on Sept. 30, 2020 and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. As reported in the Troubled Company Reporter on Oct. 11, 2013, Standard & Poor's Ratings Services said it assigned a 'CCC' issue- level rating to rue21 inc.'s $250 million senior unsecured notes with a '6' recovery rating. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery of principal in the event of a payment default. Rhodes Merger Sub Inc. is the issuer of these notes. SAINT CATHERINE HOSPITAL: Transfer of Medical Records Proposed -------------------------------------------------------------- William G. Schwab -- the Chapter 7 Trustee for Saint Catherine Hospital of Pennsylvania, LLC, aka, Saint Catherine Medical Center of Fountain Springs, by and through his counsel, William G. Schwab & Associates -- has filed a Motion to Allow Transfer of Custody of Medical Records, X-rays, Mammograms and Other Records Held at Hospital. The Chapter 7 Trustee wishes to transfer those items along with certain equipment to aid in storage and future retrieval of the records, to the Educational and Scientific Trust of the Simon Kramer Institute, per and Agreement for Transfer of Medical Records. Objections to the above settlement must be in writing and physically received by the Clerk of the U.S. Bankruptcy Court, 197 South Main Street, Wilkes-Barre, Pennsylvania 18701 on or before March 24, 2014, with a copy served on the attorney for the Chapter 7 Trustee. If no objections are timely filed, an appropriate Order may be entered without a hearing. The Chapter 7 Trustee may be reached at: William G. Schwab, Esq. WILLIAM G. SCHWAB & ASSOCIATES 811 Blakeslee Blvd. Drive East, P.O. Box 56 Lehighton, PA 18235 Tel: (610) 377-5200 Fax: (610) 377-5209 St. Catherine Hospital of Pennsylvania, LLC, filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012. The case was later converted to Chapter 7. SECURITY NATIONAL: Has 11th Interim OK for $3MM DIP Financing ------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware entered on Jan. 14, 2014, an eleventh interim order authorizing Security National Properties Funding III, LLC, et al., to obtain additional postpetition unsecured financing of up to an aggregate principal amount of $3 million from Security National Properties Holding Company, LLC, an affiliate of the Debtors, pursuant to the terms of the Amended Unsecured Note, the Expanded DIP Facility and the Eleventh Interim Order, to satisfy postpetition working capital, operating and Chapter 11 Case expenses. Sums due under the note will be due and payable on March 31, 2014. The Lender is granted an administrative expense claim against the estate of SNPF III. The Lender won't be paid from property of any Debtor that is collateral of the administrative agent or the senior lenders under the pre-petition credit agreement and related credit and security documents until such time as the secured claims of the Administrative Agent and the Senior Lenders against the applicable borrower or guarantor have been (i) disallowed or (ii) been repaid, satisfied and discharged in full. As reported by the Troubled Company Reporter on Oct. 29, 2013, the parties with an alleged interest in cash collateral are Bank of America, N.A., in its capacity as Administrative Agent for itself and other lenders under the Prepetition Credit Agreement and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager. The final hearing on the DIP financing is set for Feb. 11, 2014, at 10:00 a.m. (ET). Objections to the final approval of the DIP motion must be filed by Feb. 4, 2014, at 4:00 p.m. (ET). About Security National Eureka, California-based Security National Properties Funding III LLC owns and operates 33 commercial office, retail, industrial and other properties. Security National and various affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277) on Oct. 13, 2011. Judge Kevin Gross presides over the case. Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser, Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve as the Debtors' counsel. GCG Inc. serves as the Debtors' claims and notice agent. The Debtors' scheduled assets total $24,758,433 while scheduled liabilities total $354,657,501. The U.S. Trustee for Region 3 was unable to form an official committee of unsecured creditors. SECURITY NATIONAL: Cash Collateral Use Extended Until Feb. 14 ------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware entered in mid-January a 21st interim order authorizing Security National Properties Funding III, LLC, et al., to use cash collateral until Feb. 14, 2014. The Debtors will use the cash collateral to (a) maintain their operating and provide funding to affiliates, (b) pay certain prepetition obligations, and (c) pay disbursements as described in the budget. As reported by the Troubled Company Reporter on Oct. 29, 2013, the parties with an alleged interest in cash collateral are Bank of America, N.A., in its capacity as Administrative Agent for itself and other lenders under the Prepetition Credit Agreement and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager. As adequate protection, the Administrative Agent is granted, solely during the specified period and only to the extent the Administrative Agent can prove a diminution in the value of its cash collateral, replacement liens in all post-petition rents generated by the qualified properties and the qualified properties. The Debtors will be authorized to pay any accrued prepetition interest to the Lenders at the non-default, contract rate and will pay post-petition interest at a rate of 4.5% per annum. The Debtors will grant the Administrative Agent first priority liens in the Debtors' unencumbered property. The Debtors, as additional adequate protection, are authorized to pay the claims of taxing authorities in the amounts provided for in the budget. The Debtors will seek final approval of its cash collateral use during the final hearing set for Feb. 11, 2014, at 10:00 a.m. (ET). About Security National Eureka, California-based Security National Properties Funding III LLC owns and operates 33 commercial office, retail, industrial and other properties. Security National and various affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277) on Oct. 13, 2011. Judge Kevin Gross presides over the case. Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser, Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve as the Debtors' counsel. GCG Inc. serves as the Debtors' claims and notice agent. The Debtors' scheduled assets total $24,758,433 while scheduled liabilities total $354,657,501. The U.S. Trustee for Region 3 was unable to form an official committee of unsecured creditors. SEVEN SEAS: S&P Revises Outlook to Pos. & Rates $246MM Loan 'BB-' ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its 'B' rating outlook on Miami-based cruise line operator Seven Seas Cruises S. de R.L. to positive from stable. At the same time, S&P assigned the company's proposed $246 million first-lien senior secured term loan due 2018 its 'BB-' issue-level rating (two notches above S&P's 'B' corporate credit rating on the company), with a recovery rating of '1', indicating S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. In addition, S&P revised its recovery rating on the company's second-priority notes due 2019 to '5' (10%-30% recovery expectation) from '6' (0%-10% recovery expectation), reflecting improved recovery prospects following an expected reduction in senior secured debt ahead of the notes in the company's capital structure. S&P subsequently raised its issue-level rating on this debt to 'B-' from 'CCC+', in accordance with its notching criteria. The positive outlook revision reflects anticipated improvement in consolidated leverage measures at parent Prestige Cruise Holdings Inc. resulting from debt repayment and good anticipated operating performance at both Seven Seas and its affiliate Oceania Cruises Inc. (S&P bases ratings on Prestige Cruise Holdings Inc. and its subsidiaries Oceania Cruises Inc. and Seven Seas Cruises S. de R.L. on the consolidated group credit profile and application of S&P's group ratings methodology.) The company plans to repay $50 million in term loan debt at Seven Seas and $50 million in term loan debt at Oceania. In addition to the aggregate $100 million in consolidated debt repayment, and given good visibility for bookings so far in 2014, S&P expects that Seven Seas can increase EBITDA in the mid-single- digit area in 2014, primarily from yield growth. Combined with good expected EBITDA growth in 2014 at affiliate Oceania, S&P believes parent company Prestige could increase consolidated EBITDA in the mid- to high-single-digit area, reduce debt to EBITDA to the mid-5x area, and improve funds from operations (FFO) to total debt to the low- to mid-teens percentage area by the end of 2014. S&P could consider an upgrade if it expects parent Prestige to sustain leverage measures at these levels or further improve them, as this would improve the company's financial risk profile to "aggressive" over the near term from the current "highly leveraged" assessment. S&P believes total debt to EBITDA at Prestige was about 7x and FFO to debt was about 10% at the end of 2013, which are aligned with a highly leveraged financial risk profile. S&P's rating on Seven Seas is also based on its assessment of the company's business risk profile as "weak," which reflects the company's small fleet and niche market strategy, the capital- intensive nature of the cruise industry, and the travel industry's susceptibility to economic cycles and global political events. The high quality of Seven Seas' Regent branded vessels and its good visibility into future bookings partially offset the negative rating factors. "In addition, we base ratings on Seven Seas Cruises S. de R.L. and Oceania Cruises Inc. on the consolidated credit quality of parent company Prestige Cruise Holdings Inc., and we apply our group ratings methodology. We consider each of the above subsidiaries to be "core" entities of Prestige. Seven Seas and Oceania are wholly owned subsidiaries of Prestige, a corporation controlled by Apollo Management L.P. Although management intends to maintain Oceania and Seven Seas as two independent, separately financed brands, we believe the strategic relationship between the entities within the context of Apollo's investment in the high-end cruise line niche warrants our taking a holistic view of the family of companies. In addition, Prestige guarantees much of the debt of Oceania (including debt issued to finance the delivery of Marina in January 2011 and Riviera in April 2012, where there are financial maintenance covenants at the Prestige level), further aligning the credit quality of Seven Seas with Oceania," S&P noted. SILVERADO STREET: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Silverado Street, LLC 800 Silverado Street Ste. 301 La Jolla, CA 92037 Case No.: 14-00574 Chapter 11 Petition Date: January 30, 2014 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Louise DeCarl Adler Debtor's Counsel: David M. Gilmore, Esq. GILMORE, WOOD, VINNARD & MAGNESS P.O. Box 28907 Fresno, CA 93729-8907 Tel: 559-448-9800 Total Assets: In its summary of schedules, the Debtor said total assets range from $22 million to $47 million Total Debts: $11,000,000 The petition was signed by Amr Aljassim, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SOUND SHORE: Taps Garbarini & Scher as Medical Malpractice Counsel ------------------------------------------------------------------ Sound Shore Medical Center of Westchester and its debtor- affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Garbarini & Scher, P.C. as medical malpractice counsel. The Debtors are seeking to employ Garbarini & Scher as their special medical malpractice counsel to assist with the implementation of their Claim Resolution Process. In connection therewith, the Debtors anticipate that Garbarini & Scher will be performing a number of tasks related to the Claims Resolution Process and the resolution of the Medical Malpractice Claims. Subject to the control and further order of this court, Garbarini & Scher will be expected to render the following services, among others, on behalf of the Debtors: (a) represent the Debtors in the mediation and litigation of the Medical Malpractice Claims; (b) advise the Debtors in connection with the implementation and progress of the Claims Resolution Process; (c) gives estimation liability of such claims; (d) advise the Debtors in connection with designing the provisions of a plan of liquidation regarding treatment of Medical Malpractice Claims; and (e) other services may be necessary and requested by the Debtors with respect to the Claims Resolution Process (collectively, the "Medical Malpractice Matters"). In rendering the foregoing services, Garbarini & Scher will also prepare, on behalf of the Debtors, any necessary motions, complaints, answers, declaration, orders, counterclaims, affidavits, reports and other legal papers relating to the Medical Malpractice Matters. When necessary, Garbarini & Scher will also appear before the Court in connection with any filings to ensure the Debtors' interests are adequately protected. Garbarini & Scher will be paid at these hourly rates: Partners $200 Associates $165 Paraprofessionals $95 The Debtors have been advised that the professionals expected to work on this case are: Kurt Lee Weinmann, Partner; Yuval D. Bar-Kokhba, Partner; Pamela D. Field, Associate; and Arlene Murphy, Paralegal Garbarini & Scher will also be reimbursed for reasonable out-of- pocket expenses incurred. Yuval D. Bar-Kokhba, partner of Garbarini & Scher, 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 Feb. 3, 2014, at 10:00 a.m. Objections were due Jan. 29, 2014. Garbarini & Scher can be reached at: Yuval D. Bar-Kokhba, Esq. GARBARINI & SCHER, P.C. 432 Park Avenue, 9th Floor New York, NY 10016-8013 Tel: (212) 689-1113 Fax: (212) 725-9630 About Sound Shore Medical Center Sound Shore Medical Center of Westchester, Mount Vernon Hospital Inc., Howe Avenue Nursing Home and related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29, 2013, in White Plains, New York. The Debtors were the largest "safety net" providers for Southern Westchester County in New York. Affiliated with New York Medical College, Sound Shore is a not-for-profit 242-bed, community based- teaching hospital located in New Rochelle, New York. Mountain Vernon Hospital is a voluntary, not-for-profit 176-bed hospital located in Mount Vernon, New York. Howe Avenue Nursing Home is a 150-bed, comprehensive facility. The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C. as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors; and GCG Inc., as claims agent. Alston & Bird LLP represents the Official Committee of Unsecured Creditors. Deloitte Financial Advisory Services LLP serves as the Committee's as financial advisor. Sound Shore disclosed assets of $159.6 million and liabilities totaling $200 million. Liabilities include a $16.2 million revolving credit and a $5.8 million term loan with Midcap Financial LLC. There is $9 million in mortgages with Sun Life Assurance Co. of Canada (US) and $11.5 million owing to the New York State Dormitory Authority. Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the patient care ombudsman for Sound Shore. The Debtors filed for bankruptcy to sell their assets, including their hospital and nursing home operations, to the Montefiore health system. On Aug. 8, 2013, the Bankruptcy Court entered an order, as affirmed and ratified by a Supplemental Sale Order entered on Oct. 15, 2013, approving the sale to Montefiore New Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc., Montefiore Mount Vernon Hospital, Inc. and certain related affiliates. In June 2013, Montefiore added $4.75 million to its purchase offer to speed up the sale. Montefiore raised its bid to $58.75 million plus furniture and equipment as part of a request for a private sale of the hospitals. On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and the sale was effective. Montefiore is represented by Togut, Segal & Segal LLP. SOUNDVIEW ELITE: Wants Plan Filing Period Extended to May 26 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York on Jan. 17, 2014, issued a bridge order on the request of Soundview Elite Ltd. and its debtor-affiliates to extend their exclusive periods to file and solicit acceptances of a Chapter 11 plan. A hearing on the Debtors' request was set on Jan. 23, 2014, but the Court has not issued a ruling yet. The Court extended the exclusivity periods through the hearing date. Soundview Elite et al. have asked the Bankruptcy Court to extend their exclusive period to: a) file a Chapter 11 plan until May 26, 2014; and b) solicit acceptances of that plan through and including July 23, 2014. The Debtors said that from the outset of their cases, their primary focus has been litigating threshold bankruptcy matters to ensure a fair and open bankruptcy process, but to the detriment of certain fundamental Chapter 11 functions. Because of this, the Debtors said they were not able to expend time and energy in conferring with creditors and formulating a Chapter 11 plan, let alone file schedules and statements, attend an initial debtor meeting with the U.S. Trustee for Region 2, or hold an initial meeting of creditors. The extension request will enable them to assess their financial affairs, address outstanding administrative issues with the Trustee and prepare a Chapter 11 plan and disclosure statement, according to the Debtors. The Court has not issued a ruling on the request. At the Jan. 23 hearing, however, Bankruptcy Judge Robert E. Gerber entered bench decision, a copy of which is available at http://is.gd/fDJUICfrom Leagle.com, indicating that a Chapter 11 trustee must be appointed in the Debtors' cases. Judge Gerber rejected calls for dismissal of the Debtors' cases. Peter Anderson and Matthew Wright, the Joint Official Liquidators of the Limited Debtors, and America Alternative Investments Inc., Optima Absolute Return Fund Ltd., and Richcourt Allweather Fund Inc. -- the "BVI Petitioners" -- pursuant to section 1112(b) of the U.S. Bankruptcy Code, seek to dismiss the Debtors' cases in favor of a liquidation proceeding in the Cayman Islands -- or alternatively, pursuant to section 362(d) of the U.S. Bankruptcy Code, to grant relief from the stay to allow the Cayman insolvency proceeding to proceed. The United States Trustee seeks appointment of a chapter 11 trustee. The U.S. Trustee's motion was initially accompanied by a similar motion by Pasig, Ltd., a creditor and party-in-interest. But Pasig thereafter changed its position, and now supports dismissal or relief from the stay to allow the liquidation to be accomplished in the Cayman Islands by the JOLs. The U.S. Trustee's motion was filed after the U.S. court advised the parties that the court wanted them to brief the desirability of the appointment of a chapter 11 or chapter 7 trustee as an additional option. In the Bench Decision, Judge Gerber ruled that: (1) The cases were filed with sufficient corporate authority, as required under the articles of organization of the six Debtors. (2) the cases should not be dismissed under section 1112(b), either for "bad faith" filing or for unenumerated cause, nor wholly abstain under section 305. (3) The Debtors' existing management should not continue in possession; one or more independent fiduciaries must be appointed for the Debtors in these cases. As a mixed question of fact and law, the U.S. Trustee and Pasig were plainly right when they argued that cause has been shown for the appointment of a trustee under each of sections 1104(a)(1) and (a)(2). (4) The U.S. automatic stay became effective immediately upon the filing of the chapter 11 petition in the U.S. The U.S. Court rejects the JOLs' principal argument to the contrary; the fact that the Cayman Islands Monetary Authority supported an insolvency petition commenced by parties acting in their private interests is insufficient to trigger the exception to the automatic stay under the "police power" exception of section 362(b)(4). Actions in the Cayman court thereafter -- including the appointment of the JOLs -- were, from the perspective of U.S. law, void. (5) The Debtors' motion to hold the JOLs and petitioning creditors in contempt, and award sanctions, is denied with respect to actions they took on the day the JOLs were appointed. The motion is continued, with respect to the JOLs only, with respect to actions the JOLs took thereafter. The latter will enable the U.S. Court to gauge the extent to which the JOLs and their counsel now understand that they cannot engage in business as usual after the filing of a U.S. bankruptcy case. (6) The U.S. Trustee is authorized to appoint a chapter 11 trustee in these cases -- not only for the three SPV Debtors that are not the subject of Cayman insolvency proceedings, but the three Limited Debtors that are the subject of Cayman proceedings as well. "I have no faith that the Debtors' current managers are capable of acting independently and in the best interests of the estates, or in objectively investigating themselves. Nor can I have confidence that stakeholders' best interests could be achieved without quick and nondebatable access to the U.S. legal system, in connection with investigation and, if appropriate, litigation that would be principally, if not totally, in the U.S. In the interests of stakeholders and the integrity of the bankruptcy process, an independent fiduciary must be appointed. While I can (and hereafter do) consider the alternative of allowing the JOLs alone to act, I find that cause has been shown to appoint a chapter 11 trustee," Judge Gerber said. Judge Gerber acknowledged that there is overlapping, and in some respects conflicting, jurisdiction of the U.S. and Cayman courts. In this regard, Judge Gerber said he will grant relief from the stay to allow the JOLs to stay in place and allow the existing Cayman proceeding to continue -- and, if necessary or desirable, to entertain one or more similar proceedings for the three Debtors not already the subject of the proceedings in that court -- subject to the entry of a satisfactory protocol governing the proceedings in the two nations. Judge Gerber also said, "it appears at this juncture to be desirable and in some respects essential to give the chapter 11 trustee responsibilities for U.S. investigation, issuance of U.S. subpoenas and U.S. document demands; any U.S. litigation that turns out to be warranted, and any acts that otherwise need to be accomplished within the U.S. But it's less obvious that the chapter 11 trustee would need to do anything else, and I have no particular preference with respect to anything else. Ultimately, it's best for the stakeholders to discuss with the fiduciaries what these estates' needs and concerns are, and what division of responsibilities most effectively meets them and in the most cost- effective manner." About Soundview Elite Six mutual funds originally created by Citco Group of Cos., including Soundview Elite Ltd., filed petitions for Chapter 11 protection on Sept. 24, 2013, in Manhattan to avoid undergoing bankruptcy liquidation in the Cayman Islands, where they are incorporated. The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098) Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd. (Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium Designated (Case No. 13-13103); and Star Designated (Case No. 13-13104). The petitions were signed by Floyd Saunders as corporate secretary. SoundView Elite Ltd. and two similarly named funds were the target of a winding-up petitions in the Cayman Islands filed in August by Citco, which had sold its interest in the funds' manager years before. An investor, who was removed from the funds' board in June, filed a different winding-up petition in August, aimed at three funds created later to hold illiquid assets. Soundview Elite estimated assets and debts of at least $10 million. The funds said in a court filing their total cash assets of about $20 million are held in the U.S., where the funds are managed. Court papers list the funds' total assets as $52.8 million, against debt totaling $28 million. Judge Robert E. Gerber presides over the U.S. cases. Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg & Newman, PC, serve as the Debtors' counsel. CohnReznick LLP serves as financial advisor. Peter Anderson and Matthew Wright, as Joint Official Liquidators of the Debtors, are represented in the U.S. proceedings by John A. Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold, Esq., at Morrison & Foerster LLP. SPENDSMART PAYMENTS: Rob DeSantis Out as Director ------------------------------------------------- Mr. Rob DeSantis resigned from his position as a director of The SpendSmart Payments Company on Jan. 29, 2014. Mr. DeSantis resigned from his post as director for personal reasons. Mr. DeSantis' departure from the Board was not the result of any disagreements with the Company. The Board expressed its appreciation for Mr. DeSantis' past service and contributions to the Company. About SpendSmart San Diego, Cal.-based The SpendSmart Payments Company is a Colorado corporation. Through the Company's subsidiary incorporated in the state of California, The SpendSmart Payments Company, the Company issues and services prepaid cards marketed to young people and their parents. The Company is a publicly traded company trading on the OTC Bulletin Board under the symbol "SSPC." The Spendsmart Payments incurred a net loss and comprehensive loss of $12.58 million on $1.02 million of revenues for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of $21.09 million on $1 million of revenues during the prior year. As of Sept. 30, 2013, the Company had $1.27 million in total assets, $1.39 million in total liabilities, all current, and a $123,174 total stockholders' deficit. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred net losses since inception and has an accumulated deficit at Sept. 30, 2013. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. STELLAR BIOTECHNOLOGIES: Incurs $5.4 Million Loss in Nov. 30 Qtr. ----------------------------------------------------------------- Stellar Biotechnologies, Inc., reported a loss and comprehensive loss of $5.37 million on $59,164 of revenues for the three months ended Nov. 30, 2013, as compared with a loss and comprehensive loss of $765,855 on $115,727 of revenues for the same period a year ago. The Company's balance sheet at Nov. 30, 2013, showed $17.44 million in total assets, $9.03 million in total liabilities and $8.40 million in total shareholders' equity. A copy of the Form 6-K Report is available for free at: http://is.gd/bPLIHj About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies incurred a loss and comprehensive loss of $14.88 million on $545.46 million of revenues for the year ended Aug. 31, 2013, as compared with a loss and comprehensive loss of $5.19 million on $286.05 million of revenues for the year ended Aug. 31, 2012. The Company incurred a loss and comprehensive loss of $3.59 million for the year ended Aug. 31, 2011. SUNTECH POWER: Has Deal with Lenders on Chapter 15 Restructuring ---------------------------------------------------------------- Suntech Power Holdings Co., Ltd. on Jan. 31 disclosed that it has signed a Restructuring Support Agreement relating to the petition for involuntary bankruptcy filed against it under chapter 7 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. Under the RSA signed by the petitioners for the chapter 7 proceeding, the Company, the joint provisional liquidators of the Company, and certain supporting holders of the Company's 3% Convertible Senior Notes that include members of the Company's creditor working group, the chapter 7 proceedings in the U.S. have been stayed and a stipulation for the dismissal of the chapter 7 proceedings will be executed and filed following recognition of the provisional liquidation proceeding previously filed by the Company in the Cayman Islands under chapter 15 of the U.S. Bankruptcy Code. In addition, the RSA provides that (among other things): The JPLs, on behalf of the Company, will use commercially reasonable efforts to file the chapter 15 petition by February 21, 2014; The petitioners and supporting noteholders will support the chapter 15 petition; The restructuring must treat all beneficial holders of the notes pari passu; Upon performance of the RSA, the Company is required to dismiss appeals of certain judgments obtained by the petitioners relating to repayment of the Notes held by such petitioners; and The RSA may be terminated if the Company fails to file the chapter 15 petition by February 21, 2014, an order obtaining recognition of the Cayman Islands restructuring proceeding is not entered by the U.S. Bankruptcy Court by May 31, 2014, or the Cayman Islands restructuring is not approved by December 31, 2014. Mr. David Walker, one of the court appointed JPLs, said, "We are pleased to have been able to work with all parties to bring this agreement to fruition. Finding common ground and alignment among each of the Company, its large creditors, its small creditors, and ourselves as the court appointed restructuring professionals represents tremendous progress. This agreement hopefully allows us to continue to proceed with the Company's Cayman Islands restructuring to preserve value in the interests of all stakeholders." About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar products for residential, commercial, industrial, and utility applications. Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. Suntech Power Holdings Co., Ltd., received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. Suntech Power had involuntary Chapter 7 bankruptcy proceedings initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by holders of more than $1.5 million of defaulted securities under a 2008 $575 million indenture. The Chapter 7 Petitioners are Trondheim Capital Partners, L.P., Michael Meixler, Longball Holdings, LLC, and Jiangsu Liquidators, LLC. They are represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White Plains, New York. SYRINGA BANK: FDIC Named as Receiver; Sunwest Assumes All Deposits ------------------------------------------------------------------ Syringa Bank, Boise Idaho, was closed by the Idaho Department of Finance, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Sunwest Bank, Irvine, California, to assume all of the deposits of Syringa Bank. The six former branches of Syringa Bank will reopen as branches of Sunwest Bank during their normal business hours. Depositors of Syringa Bank will automatically become depositors of Sunwest Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Syringa Bank should continue to use their current branch until they receive notice from Sunwest Bank that systems conversions have been completed to allow full-service banking at all branches of Sunwest Bank. Depositors of Syringa Bank can continue to access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of September 30, 2013, Syringa Bank had approximately $153.4 million in total assets and $145.1 million in total deposits. Sunwest Bank will pay the FDIC a premium of 0.75 percent to assume all of the deposits of Syringa Bank. In addition to assuming all of the deposits of the Syringa Bank, Sunwest Bank agreed to purchase essentially all of the failed bank's assets. TEXAS INDUSTRIES: S&P Puts 'B-' CCR on CreditWatch Positive ----------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'B-' corporate credit rating and 'B-' senior unsecured debt rating on Texas Industries Inc. on CreditWatch with positive implications. This follows the announcement that the company has agreed to be acquired by Martin Marietta. The rating action is based on Texas Industries' contemplated acquisition by higher-rated Martin Marietta. Under the terms of the merger agreement, Martin Marietta will acquire all outstanding shares of Texas Industries common stock in a tax-free, stock-for-stock transaction. Texas Industries shareholders will receive 0.7 Martin Marietta shares for each share of Texas Industries common stock they own at closing. Based on the closing market prices for the shares of both companies on Jan. 27, 2014, and their debt levels as of their most recently completed quarters, the combined company will have an enterprise value of approximately $8.5 billion. "In resolving the CreditWatch, we will monitor the progress that the companies make toward closing the transaction, which we expect to occur by the end of the second quarter," said Standard & Poor's credit analyst Chiza Vitta. "We expect to raise our corporate credit rating on Texas Industries upon closing, aligning it with the rating on Martin Marrieta, and subsequently to withdraw both our corporate credit and issue-level ratings on the company once the existing debt has been refinanced." TOYS R US: 2016 Bank Debt Trades at 12% Off ------------------------------------------- Participations in a syndicated loan under which Toys R Us is a borrower traded in the secondary market at 87.96 cents-on-the- dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.46 percentage points from the previous week, The Journal relates. Toys R Us pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Aug. 17, 2016 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the world's largest dedicated toy retailer, with annual revenues of around $11 billion. TXU CORP: 2014 Bank Debt Trades at 30% Off ------------------------------------------ Participations in a syndicated loan under which TXU Corp. is a borrower traded in the secondary market at 70.13 cents-on-the- dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.54 percentage points from the previous week, The Journal relates. TXU Corp. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014 and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. TXU CORP: 2017 Bank Debt Trades at 31% Off ------------------------------------------ Participations in a syndicated loan under which TXU Corp is a borrower traded in the secondary market at 69.50 cents-on-the- dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.28 percentage points from the previous week, The Journal relates. TXU Corp. pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2017 and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. UCI INT'L: Moody's Lowers CFR to B3; Alters Outlook to Negative --------------------------------------------------------------- Moody's Investors Service lowered the ratings of UCI International, Inc. -- Corporate Family and Probability of Default, to B3 and B3-PD, from B2 and B2-PD, respectively. UCI is the parent of United Components, Inc. In a related action, Moody's lowered the ratings on UCI's senior secured bank credit facilities to Ba3 from Ba2, and senior unsecured note to Caa1 from B3. The rating outlook was changed to negative from stable. The following ratings were lowered: UCI International, Inc. Corporate Family Rating, to B3 from B2; Probability of Default Rating, to B3 from B2; $75 million guaranteed senior secured revolving credit due 2016, to Ba3 (LGD2, 17%) from Ba2 (LGD2, 18%); $292 million (remaining amount) guaranteed senior secured term loan due 2017, to Ba3 (LGD2, 17%) from Ba2 (LGD2, 18%); $400 million guaranteed senior unsecured notes due 2019, to Caa1 (LGD5, 72%) from B3, (LGD5, 73%). Ratings Rationale The lowering of UCI's Corporate Family Rating to B3 reflects the deterioration in financial performance and credit metrics amid pressures in the automotive aftermarkets industry. Moody's believes that despite the operational improvements implemented by management over the past year, a recovery in operating performance consistent with the prior rating is unlikely. For the LTM period ending September 30, 2013 UCI's Debt/EBITDA approximated 8.8 (inclusive of Moody's standard adjustments). After excluding factored receivables Debt/EBITDA remains high at about 7x. UCI's EBITA/Interest was about 1.3x. Moody's anticipates that UCI will maintain a strong market position in filtration products with leading private label brands. These products typically have regular replacement cycles in order to maintain proper vehicle performance. The company's other businesses include fuel delivery systems, cooling systems, and vehicle electronics products. The replacement of these products when they fail is non-discretionary and is required for proper vehicle performance. In addition, the automotive aftermarket is expected to benefit from increasing vehicle registrations over intermediate-term. However, over recent quarters the company has experienced several industry pressures. These pressures include: softness in the retail automotive aftermarket likely a result of general economic pressures; strong consumer demand for new cars in 2013; increasing lengths between consumer automotive servicing; and increased pricing pressure from competitors and as a result of the ongoing consolidation of the automotive aftermarket retailers. UCI also anticipated generating significant synergies through operating agreements with Fram Group (Autoparts Holdings) following the acquisition of Fram by UCI's equity sponsor. While management continues to make significant efforts in this area, the realization of these synergies in amounts significant enough of offset industry pressures has been challenging. UCI's liquidity profile is anticipated to be adequate over the next twelve months supported by cash on hand and a $75 million revolving credit facility. The company's cash balances were about $51 million at September 30, 2013 while availability under the revolving credit facility approximated $68 million after about $7 million of outstanding letters of credit. Financial covenants under the bank credit facilities are a senior secured leverage ratio test and interest coverage ratio test and are expected to have sufficient covenant cushion for UCI to access the vast majority of the facility over the near-term. Moody's expects UCI to generate negative free cash flow in the near-term as the company continues to implement operating improvements to counter recent industry trends. Yet, the company's cash balances and revolver availability should support operating flexibility. UCI's accounts receivable factoring program continues to represent a liquidity risk if these programs are discontinued. Had UCI not factored accounts receivables, additional accounts receivables of $214.9 million would have been outstanding as of September 30, 2013. These factoring arrangements support the commercial relationships between UCI and certain of its longstanding customers. As such, these programs are expected to remain largely in place over the intermediate term. Alternate liquidity is anticipated to remain limited as essentially all the company's domestic assets are expected to be used to secure the existing senior secured credit facilities. The negative rating outlook reflects Moody's belief that current automotive aftermarket softness and pricing pressures will continue to present headwinds against management's efforts to improve profitability. Future events that could drive UCI's ratings lower include: a deteriorating liquidity profile, a deteriorating economic environment, or market share losses which would drive lower operating margins. Consideration for a lower rating would result if any combination of the above factors would lead to EBITA/Interest below 1x, increased leverage, or the expectation that UCI will continue to generate negative free cash flow over the intermediate-term. Future events that could potentially improve the company's outlook or ratings include: improvement in revenues and operating margins through organic growth and debt reduction from improved free cash flow generation. Consideration for a higher outlook or rating could arise if any combination of these factors were to result in EBITA/Interest sustained above 1.5x, and leverage approaching 6.0x. The principal methodology used in this rating was the Global Automotive Supplier Industry published in May 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. UCI International Inc. headquartered in Lake Forest, Illinois, is one of the larger and more diversified companies primarily serving the vehicle aftermarket. The company supplies a broad range of filtration products, fuel delivery systems, cooling systems, and vehicle electronics products; major brand names include Airtex, Wells, ASC and Champ. While approximately 78% of revenues are automotive aftermarket related, UCI also services customers within the marine, mining, construction, agricultural, and industrial vehicle markets. Revenues for the LTM period ending September 30, 2013 were $989 million. UCI is a wholly owned subsidiary of UCI Holdings Limited which is owned by an affiliate of Rank Group Limited. UNITED CONTINENTAL: To Downsize Cleveland Hub Citing Losses ----------------------------------------------------------- Susan Carey, writing for The Wall Street Journal, reported that United Continental Holdings Inc. plans to cut operations this spring at its loss-making Cleveland hub by about 36% based on seats offered, leading to a reduction of 470 jobs, Chief Executive Jeff Smisek said in a Feb. 1 memo to employees. According to the report, Mr. Smisek said United will reduce its daily departures out of the Ohio city by about 60%, starting in April. The airline expects to keep about 25 big-jet departures, a reduction of just one flight. But small-plane flights by its regional airline partners will be reduced by more than 70%. United's move comes against the backdrop of a pilot shortage affecting the major airlines, the report said. A new federal rule that requires new pilots to have 1,500 hours of flight experience, instead of 250 hours, has caused a shortfall in regional pilot ranks, the report related. This is causing a creeping pilot shortage among big airlines, which routinely recruit new aviators from regional carriers. "Although this is an industry issue, it directly affects us and requires us to reduce our regional-partner flying, as several of our regional partners are beginning to have difficulty flying their schedules due to reduced new-pilot availability," the CEO said in the memo, the report cited. USEC INC: BlackRock Stake at 6.5% as of Dec. 31 ----------------------------------------------- BlackRock, Inc., disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2013, it beneficially owned 321,003 shares of common stock of USEC Inc. representing 6.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/9xcUiK About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. USEC disclosed a net loss of $1.20 billion in 2012 as compared with a net loss of $491.1 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.70 billion in total assets, $2.16 billion in total liabilities and a $462.1 million stockholders' deficit. PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has reported net losses and a stockholders' deficit at Dec. 31, 2012, and is engaged with its advisors and certain stakeholders on alternatives for a possible restructuring of its balance sheet, which raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "A delisting of our common stock by the NYSE and the failure of our common stock to be listed on another national exchange could have significant adverse consequences. A delisting would likely have a negative effect on the price of our common stock and would impair stockholders' ability to sell or purchase our common stock. As of September 30, 2013, we had $530 million of convertible notes outstanding. Under the terms of our convertible notes, a "fundamental change" is triggered if our shares of common stock are not listed for trading on any of the NYSE, the American Stock Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ Global Select Market, and the holders of the notes can require USEC to repurchase the notes at par for cash. We have no assurance that we would be eligible for listing on an alternate exchange in light of our market capitalization, stockholders' deficit and net losses. Our receipt of a NYSE continued listing standards notification described above did not trigger a fundamental change. In the event a fundamental change under the convertible notes is triggered, we do not have adequate cash to repurchase the notes. A failure by us to offer to repurchase the notes or to repurchase the notes after the occurrence of a fundamental change is an event of default under the indenture governing the notes. Accordingly, the exercise of remedies by holders of our convertible notes or the trustee of the notes as a result of a delisting would have a material adverse effect on our liquidity and financial condition and could require us to file for bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2013. * * * As reported by the TCR on Dec. 18, 2013, Moody's Investors Service lowered USEC's Corporate Family Rating (CFR) to Ca from Caa1. The downgrade follows announcement that USEC has initiated a debt restructuring plan and intends to file for reorganization under Chapter 11 of the Bankruptcy Code. VOGUE INTERNATIONAL: S&P Assigns 'B' CCR; Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Florida-based Vogue International LLC. The outlook is stable. At the same time, S&P assigned a 'B' issue rating to the company's new $445 million senior secured credit facility (composed of a $30 million revolver and $415 million first-lien term loan). The recovery rating is '3', which indicates S&P's expectation of a meaningful recovery (50% to 70%) for creditors in the event of a payment default or bankruptcy. "Our ratings on Vogue reflect the weaker credit metrics as a result of the debt capitalization in conjunction with Carlyle purchasing 49% of the company," said Standard & Poor's credit analyst Jacqueline Hui. "We estimate leverage will rise to just above 4x from no debt. In addition, we forecast the company's financial policy will remain aggressive, in our view, given Carlyle's partial ownership." The ratings also reflect Standard & Poor's belief that Vogue's product/brand focus in the highly competitive hair care products industry is relatively narrow, and its size is relatively small compared to much larger and more diversified personal care players, including Procter & Gamble, Unilever, and L'Oreal. S&P believes the company benefits from sales growth prospects and growing brand awareness but remains small and narrowly concentrated in the premium mass segment of the hair care industry. This is currently the fastest growing segment of the industry but, in S&P's view, also presents some risk during economic downturns, when consumer discretionary spending tightens and consumers become more price sensitive. The stable outlook reflects S&P's view that Vogue will continue to have good top line growth from successful product launches and ncreased door penetration, and solid margins, such that credit measures will remain at least near current pro forma levels over the next year. At the same time, S&P expects liquidity to remain adequate, and covenant cushion of at least 15%. WALTER ENERGY: Bank Debt Trades at 4% Off ----------------------------------------- Participations in a syndicated loan under which Walter Energy Inc. is a borrower traded in the secondary market at 96.29 cents-on- the-dollar during the week ended Friday, Jan. 31, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 2.23 percentage points from the previous week, The Journal relates. Walter Energy Inc. pays 575 basis points above LIBOR to borrow under the facility. The bank loan matures on March 14, 2018 and carries Moody's B3 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Walter Energy, Inc. is primarily a metallurgical coal producer with additional operations in metallurgical coke, steam and industrial coal, and natural gas. Headquartered in Birmingham, Alabama, the company generated $2 billion in revenue for the 12 months ended June 30, 2013. WESTMORELAND COAL: BlackRock Stake at 5.7% as of Dec. 31 -------------------------------------------------------- BlackRock, Inc., disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2013, it beneficially owned 828,111 shares of common stock of Westmoreland Coal Co. representing 5.7 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/7CraqI About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss of $13.66 million in 2012, a net loss of $36.87 million in 2011, and a net loss of $3.17 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $939.83 million in total assets, $1.22 billion in total liabilities and a $280.31 million total deficit. * * * As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Englewood, Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'. "The upgrade reflects our view that WLB is less vulnerable to default after successfully negotiating less restrictive covenant requirements for an unrated $110 million term loan due 2018," said credit analyst Gayle Bowerman. "Our assessment of WLB's business risk profile as 'vulnerable' and financial risk profile as 'highly leveraged' are unchanged. We also revised our liquidity score to 'adequate' based on the covenant relief and additional liquidity provided under the company's new $20 million asset-based loan (ABL) facility from 'less than adequate'." Westmoreland Coal carries a Caa1 corporate family rating from Moody's Investors Service. WPCS INTERNATIONAL: BlackRock Stake at 5.3% as of Dec. 31 --------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31, 2013, it beneficially owned 83,148 shares of common stock of WPCS International Inc. representing 5.3 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/JWOepY About WPCS International WPCS -- http://www.wpcs.com-- is a design-build engineering company that focuses on the implementation requirements of communications infrastructure. The company provides its engineering capabilities including wireless communications, specialty construction and electrical power to the public services, healthcare, energy and corporate enterprise markets worldwide. CohnReznick LLP, in Roseland, New Jersey, expressed substantial doubt about WPCS International's ability to continue as a going concern following the annual report for the year ended April 30, 2013. The independent auditors noted that the Company has incurred net losses and negative cash flows from operating activities, had a working capital deficiency as of and for the years ended April 30, 2013, and 2012, and has an accumulated deficit as of April 30, 2013. WPCS International incurred a net loss attributable to the Company of $6.91 million for the year ended April 30, 2013, as compared with a net loss attributable to the Company of $20.54 million for the year ended April 30, 2012. The Company's balance sheet at Oct. 31, 2013, showed $18.41 million in total assets, $13.87 million in total liabilities, and $4.54 million in total equity. YRC WORLDWIDE: Has Until Feb. 13 to Repay Convertible Notes ----------------------------------------------------------- YRC Worldwide Inc. has reached an agreement with its lenders to extend the deadline to repay the 6 percent convertible notes to Feb. 13, 2014, and to permit repayment of the Series A and B Notes with the cash equity proceeds from the equity transaction previously announced on Dec. 23, 2013. The company also announced that it obtained approval from 100 percent of its pension fund noteholders to amend and extend its obligation to December 2019 subject to closing the equity transaction. "We appreciate the support of our lenders and pension fund trustees and believe that we are on target to close the equity transaction and the amendment and extension of the pension fund note soon," said Jamie Pierson, chief financial officer of YRC Worldwide. "Once these interdependent transactions close, we will continue moving forward with our global refinancing and plan to refinance our existing senior debt facilities by mid to late February," concluded Pierson. About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In January 2014, Standard & Poor's Ratings Services said that it raised its ratings on Overland Park, Kansas-based less-than- truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the corporate credit rating to 'CCC+' from 'CCC'. "The upgrades reflect YRCW's improved liquidity position and minimal debt maturities as a result of its proposed refinancing," said Standard & Poor's credit analyst Anita Ogbara. Following the completion of the proposed transaction, YRCW's nearest significant debt maturity will be in 2019. In addition, S&P expects further cost savings from the extended labor agreement (which now runs through 2019) to result in improved operating performance. YRC WORLDWIDE: Successfully Reduces $300 Million in Debt -------------------------------------------------------- YRC Worldwide Inc. successfully completed a series of transactions that will reduce debt by approximately $300 million. The Company issued $250 million of common and preferred stock, the proceeds of which will be used to retire the Company's convertible notes. Additionally, approximately $50 million in principal amount of the Company's other convertible notes were exchanged or converted to common stock. The Company also announced that it successfully amended and extended its pension fund obligations to December 2019 and has satisfied the final conditions to its modified contract with the International Brotherhood of Teamsters. "Today is a great day in the history of YRCW. Beginning in late 2011, this management team set a very deliberate course to stabilize the company and return it to the prominence it once held. While we are not yet done with our operational turnaround at YRC Freight, today's equity investment and subsequent reduction of approximately $300 million in debt is an incredible validation of the hard work and commitment of every single YRCW employee," said Jamie Pierson, chief financial officer of YRC Worldwide. "This transaction will substantially delever the company's balance sheet and improve the company's credit profile allowing us to move forward with the final step in the company's capital structure transformation which is refinancing the senior portion of our debt. We anticipate refinancing our senior debt facilities in mid to late February and by doing so believe we will be able to reduce our interest expense and extend the maturities for five years. Most importantly, we can now fully focus on investing in our employees, equipment and technology and improving our total customer experience. The anticipated capital structure will put the company on solid financial footing and enable us to concentrate on achieving best-in-class performance leading to improved operating results for all of our stakeholders," concluded Pierson. Additional information about the transactions is available for free at http://is.gd/QmoDny About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In January 2014, Standard & Poor's Ratings Services said that it raised its ratings on Overland Park, Kansas-based less-than- truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the corporate credit rating to 'CCC+' from 'CCC'. "The upgrades reflect YRCW's improved liquidity position and minimal debt maturities as a result of its proposed refinancing," said Standard & Poor's credit analyst Anita Ogbara. Following the completion of the proposed transaction, YRCW's nearest significant debt maturity will be in 2019. In addition, S&P expects further cost savings from the extended labor agreement (which now runs through 2019) to result in improved operating performance. ZALE CORP: BlackRock Stake at 8.9% as of Dec. 31 ------------------------------------------------ BlackRock, Inc., disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2013, it beneficially owned 2,927,440 shares of common stock of Zale Corp. representing 8.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/w4aaXZ About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,695 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at http://www.zales.com/, http://www.zalesoutlet.com/, http://www.gordonsjewelers.com/and http://www.pagoda.com/ Zale Corporation disclosed net earnings of $10.01 million on $1.88 billion of revenues for the year ended July 31, 2013, as compared with a net loss of $27.31 million on $1.86 billion of revenues for the year ended July 31, 2012. As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total assets, $1.16 billion in total liabilities and $152.95 million in total stockholders' investment. ZOAR INVESTMENT: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: Zoar Investment Group, LLC 3300 Holcomb Bridge Road, Suite 272 Norcross, GA 30092 Case No.: 14-51899 Chapter 11 Petition Date: January 30, 2014 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: 770-984-2255 Fax: (770) 984-0044 Email: paul@paulmarr.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kyeong H. "Kevin" Bai, manager. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb14-51899.pdf * Bank of America Settlement on Bonds That Soured Is Approved ------------------------------------------------------------- Michael Corkery, writing for The New York Times' DealBook, reported that a New York State Supreme Court justice on Jan. 31 approved an $8.5 billion settlement between Bank of America and a group of mortgage securities investors, but the ruling contained a caveat that could create new problems for the bank. According to the report, Justice Barbara R. Kapnick blessed the 2011 agreement to cover some of the investors' mortgage losses, but she also said that some of the legal claims by the investors were excluded from the settlement. Those claims cover potentially billions of dollars of mortgages that were modified to help borrowers stay in their homes, the report said. Banking analysts estimate that Bank of America could have to pay more money to settle those claims, but the amount is unclear, the report related. They said the ruling was a reminder that the banks -- try as they might -- were far from putting their mortgage problems behind them. "This just made the bank's murky legal situation even murkier," said Mike Mayo, a banking analyst at CLSA, the report cited. * Global Companies Address Latin American Risk ---------------------------------------------- James R. Hagerty and Robert Tita, writing for The Wall Street Journal, reported that in recent years, Latin America has at times rivaled Asia as a source of high-octane profit fuel for many global companies. Now, financial turmoil in parts of the region is making investors jittery and forcing corporate executives to explain how they are navigating growing risks there. According to the report, Brazil has long been one of the fastest- growing markets for appliance maker Electrolux AB. But the Stockholm-based company said on Jan. 31 that a slowing Brazilian economy and the weakness of the country's currency hurt its fourth-quarter earnings. "We foresee lower demand in Brazil over the next few quarters," Electrolux added. During 3M Co.'s conference call with analysts on Jan. 30, Venezuela proved to be a bigger talking point than China, even though 3M's Chinese sales are about 20 times as much as in Venezuela, the report related. "Investors are definitely getting nervous" about the region, said Robert Wertheimer, an analyst for Vertical Research Partners, the report cited. Companies should avoid relying on income from Latin American subsidiaries to repay dollar-denominated loans, said Michael Feder, a managing director at business consulting firm AlixPartners LLP, the report added. If Latin American currencies continue to weaken, such loans will be more expensive to repay. * Choate Hall Bags 2013 "Restructuring Deal of the Year" Award -------------------------------------------------------------- Choate, Hall & Stewart LLP has received The M&A Advisor's 2013 "Restructuring Deal of the Year" (over $50 million to $100 million) award for representing Salus Capital Partners, LLC in the restructuring and sale of National Envelope, the largest privately held envelope manufacturer in North America. After Salus committed to provide a $67.5 million debtor-in-possession financing, National Envelope ultimately secured a three-way $70 million sale. Without the financing, National Envelope would have been forced to liquidate its assets and terminate the vast majority of its employees. The M&A Advisor Turnaround Awards, now in their eighth year, honor the excellence of the leading distressed investing, restructuring, and turnaround deal-making professionals. The awards are judged by an independent jury of turnaround industry experts and are respected as a top honor in the industry. Choate's finance and restructuring team, led by partners John Ventola and Sean Monahan, represented Salus Capital Partners, LLC in the turnaround of National Envelope, which had filed for Chapter 11 bankruptcy. Salus' debtor-in-possession loan of $67.5 million provided the working capital that allowed National Envelope to maintain its normal operations during the sales process, which was developed as a private sale instead of a typical Chapter 11 auction due to the need for a quick turnaround time. National Envelope's $70 million sale of its operating assets, accounts receivable, and inventory to three different companies enabled nearly all of National Envelope's 1,590 employees to keep their jobs at the same wages, benefits, and location. A leader in sophisticated financial transactions, Choate's Finance and Restructuring Group has been nationally recognized as one of the leading practices of its kind by US News & World Report. With commitments in excess of $20 billion, Choate represents leading financial institutions, institutional investors, borrowers, and issuers in a full range of financings, including senior syndicated, second lien, mezzanine/subordinated, club and single- lender facilities, and debtor-in-possession. The M&A Advisor, founded in 1998, is a premier industry organization facilitating connections and recognizing achievement of top performers in the M&A, turnaround and financing industries. Choate, Hall & Stewart LLP, one of the nation's leading law firms, is consistently recognized for excellence by Best Lawyers in America,Chambers USA,The Legal 500,World's Leading Lawyers, International Who's Who of Lawyers, and Expert Guides. With all of its lawyers under one roof, Choate focuses on a core group of areas where it represents clients across the United States and internationally and provides exceptional efficiency, service and value. Choate's areas of focus include finance & restructuring, corporate/M&A, private equity, high-stakes litigation, life sciences, technology companies and intellectual property, insurance/reinsurance, government enforcement and compliance, and wealth management. * Leslie D. Corwin Joins Blank Rome as Partner ---------------------------------------------- Blank Rome LLP on Jan. 29 disclosed that Leslie D. Corwin is joining the Firm as a partner on February 1, 2014. Mr. Corwin brings significant experience in partnership law, with a special focus on business ruptures, to the Firm. He will practice in Blank Rome's corporate litigation group, and will be based in the Firm's New York office. "Les has handled more partnership disputes for law firms and accounting firms than any other lawyer, and we are thrilled that he is bringing his unique practice to Blank Rome," said Alan J. Hoffman, Chairman and Managing Partner. "While Les will be based in our New York office, he will also have a significant presence in our California and Florida offices, where he has clients and extensive litigation experience. We look forward to his many contributions as we continue to grow in existing and new markets." Mr. Corwin joins Blank Rome from Greenberg Traurig where he had served as a Principal Shareholder since 1998. He represents international and national law firms and accounting firms, broker- dealers, investment banks, hedge funds, and real estate developers in disputes, mergers and acquisitions, liquidations, dissolutions, and bankruptcies. He is skilled in the full range of valuation, accounting, and ethical issues that typically arise in business ruptures, and has acted on behalf of many of the largest law firm dissolutions, including WolfBlock, Testa, Hurwitz & Thibeault, and Heller Ehrman. He has also litigated issues of first impression and testified as an Expert Witness. His practice includes elements of securities, employment law, ERISA, real estate, and bankruptcy law. His 1998 book, Law Firm Partnership Agreements, written with Arthur Ciampi, is considered the definitive work on the subject. He is a member of the Committee on Character and Fitness in New York and of the American Law Institute. Prior to Greenberg Traurig, Mr. Corwin was a Founding Partner of Morrison Cohen. While there, Mr. Corwin litigated the landmark case Dawson v. White & Case, 88 N.Y. 2d 666, 649 N.Y.S. 2d 364 (1996), which established good will as a law firm asset and led to legislation allowing for the sale of legal practices in New York State. "I am impressed with Blank Rome's strategic direction and look forward to joining the Firm at such an exciting time," said Mr. Corwin. "With a large and unique practice, I am confident that Blank Rome's platform will be ideal for my clients and me and provide us with the opportunity to grow." About Blank Rome LLP Blank Rome LLP -- http://www.BlankRome.com-- is one of America's largest law firms. With nearly 500 attorneys serving clients around the globe, Blank Rome is an international law firm representing businesses and organizations ranging from Fortune 500 companies to start-up entities. Blank Rome helps its clients in all aspects of their businesses. The Firm's practices cover areas including business tax; commercial and corporate litigation; consumer finance; employment, benefits and labor; environmental litigation; financial services; business restructuring and bankruptcy; government relations; intellectual property; maritime, international trade and public contracts; matrimonial; mergers & acquisitions and private equity; product liability, mass torts, insurance; public companies and capital formation; public finance; real estate; trusts and estates; and white collar defense and investigations. Blank Rome also represents pro bono clients in a wide variety of cases and matters. * BOND PRICING -- For Week From Jan. 20 to 24, 2014 --------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AES Eastern Energy LP AES 9.670 4.125 1/2/2029 AES Eastern Energy LP AES 9.000 1.750 1/2/2017 Alion Science & Technology Corp ALISCI 10.250 64.500 2/1/2015 Allen Systems Group Inc ALLSYS 10.500 53.250 11/15/2016 Buffalo Thunder Development Authority BUFLO 9.375 39.500 12/15/2014 Cengage Learning Acquisitions Inc TLACQ 10.500 24.125 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 12.000 16.500 6/30/2019 Cengage Learning Acquisitions Inc TLACQ 13.250 1.375 7/15/2015 Cengage Learning Acquisitions Inc TLACQ 10.500 24.125 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 13.250 1.375 7/15/2015 Cengage Learning Holdco Inc TLACQ 13.750 1.375 7/15/2015 Champion Enterprises Inc CHB 2.750 0.375 11/1/2037 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 10.100 1/30/2037 Energy Future Holdings Corp TXU 5.550 38.490 11/15/2014 FiberTower Corp FTWR 9.000 0.625 1/1/2016 GMX Resources Inc GMXR 9.000 0.990 3/2/2018 Icahn Enterprises LP / Icahn Enterprises Finance Corp IEP 8.000 101.250 1/15/2018 JPMorgan Chase Bank NA JPM 6.000 78.962 8/19/2014 James River Coal Co JRCC 7.875 27.028 4/1/2019 James River Coal Co JRCC 4.500 31.500 12/1/2015 James River Coal Co JRCC 10.000 31.500 6/1/2018 James River Coal Co JRCC 10.000 26.750 6/1/2018 James River Coal Co JRCC 3.125 25.250 3/15/2018 LBI Media Inc LBIMED 8.500 30.000 8/1/2017 Lehman Brothers Holdings Inc LEH 1.000 19.250 8/17/2014 Lehman Brothers Holdings Inc LEH 1.000 19.250 8/17/2014 Lehman Brothers Inc LEH 7.500 18.000 8/1/2026 MF Global Holdings Ltd MF 1.875 52.000 2/1/2016 OnCure Holdings Inc RTSX 11.750 48.875 5/15/2017 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Pulse Electronics Corp PULS 7.000 77.447 12/15/2014 Residential Capital LLC RESCAP 6.875 30.704 6/30/2015 School Specialty Inc/Old SCHS 3.750 37.875 11/30/2026 Scotia Pacific Co LLC MXM 7.710 0.188 1/20/2014 Scotia Pacific Co LLC MXM 6.550 0.875 1/20/2007 Sealed Air Corp SEE 12.000 96.125 2/14/2014 Snoqualmie Entertainment Authority SNOENT 4.147 99.375 2/1/2014 THQ Inc THQI 5.000 43.500 8/15/2014 TMST Inc THMR 8.000 18.250 5/15/2013 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 5.600 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 29.875 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 5.600 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 6.625 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 26.010 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 5.125 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 4.375 11/1/2016 USEC Inc USU 3.000 35.000 10/1/2014 WCI Communities Inc/Old WCI 4.000 0.500 8/5/2023 Western Express Inc WSTEXP 12.500 61.000 4/15/2015 Western Express Inc WSTEXP 12.500 61.000 4/15/2015 YRC Worldwide Inc YRCW 6.000 98.062 2/15/2014 ********* 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 ***