/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140205.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, February 5, 2014, Vol. 18, No. 35 Headlines 25 JOHN A. CUMMINGS: In Receivership; June 9 Claims Bar Date Set 56 WALKER: Third Amended Liquidating Plan Confirmed 710 LONG RIDGE: May Reject Expired CBA Terms, Implement Proposal ACCELLENT INC: Moody's Places 'B3' CFR Under Review for Downgrade ACCELLENT INC: S&P Puts 'B' CCR on Watch Neg on Acquisition Plans ADOC HOLDINGS: Third Amended Liquidation Plan Confirmed ADOC HOLDINGS: Exclusive Solicitation Period Extended to March 31 ALLENS INC: Suit v. Little Lady Foods Stayed Pending Bankruptcy ALLY FINANCIAL: Has $750MM Underwriting Pact with Barclays, et al. ALMANARA AT BLANCO POINTE: Court Won't Dismiss Guaranty Suit AMERICAN AIRLINES: Ex-TWA Employees in Israel Fight Discrimination AMERICAN CHARTER: Fitch Affirms 'BB' Rating on $75.5MM 2007A Bonds ATLANTIC POWER: Moody's Cuts CFR to B2 & Rates New Term Loan 'Ba3' ATLANTIC POWER: S&P Affirms 'B' CCR & Rates New $800MM Debt 'B+' AUDETTE GROUP: In Receivership; May 26 Claims Bar Date Set AUTO ORANGE: Hires Zhou & Chini as Bankruptcy Counsel AUTO ORANGE: Files Amended List of 2 Top Unsecured Creditors AUTO ORANGE: Files Schedules of Assets and Liabilities AQUA FOODS CRAWFISH: Foreclosure Auction Today BAN AM EXPRESS: Voluntary Chapter 11 Case Summary BEES FERRY: Case Summary & 4 Largest Unsecured Creditors BIOSCRIP INC: Term Loan Amendment No Impact on Moody's B3 CFR BOOZ ALLEN: Special Dividend No Impact on Moody's 'Ba3' CFR BORDERS GROUP: Plan Distributions Not Stayed Pending Appeal BOREAL WATER: Hires Terry Johnson, CPA, as New Accountant BRIGHTER CHOICE: Fitch Affirms BB+ Rating on $17MM Revenue Bonds BUFFET PARTNERS: Furr's Fresh Buffet Seeks Bankruptcy Protection CASH STORE: Gordon Reykdal Stake at 20.8% as of Dec. 31 CENGAGE LEARNING: Reaches Deal on Amended Plan CLOUD MEDICAL: Posts $414K Net Income in March 31 Quarter CHINA SHIANYUN: Amends Disclosures in Response to SEC Comments COLOR STAR: Court Approves Hiring of Gardere Wynne as Counsel COLOR STAR: Creditors' Panel Hires Gavin/Solmonese as Advisors COLOR STAR: Creditors' Panel Hires Munsch Hardt as Attorneys CONNECTICUT HEALTHBRIDGE: Permanent Rejection of Expired CBAs OK'd CROSSROAD STATION: Case Summary & 20 Largest Unsecured Creditors DAER HOLDINGS: Iberiabank May Foreclose on Villarreal Mansion DAVE SINCLAIR: Voluntary Chapter 11 Case Summary DEERFIELD RETIREMENT: Files Schedules of Assets and Liabilities DEERFIELD RETIREMENT: Files Amended List of Unsecured Creditors DESIGNLINE CORP: Plan Outline Conditionally Approved DETROIT, MI: Mich. AG Asks Court to Intervene in Bankruptcy DETROIT, MI: City Sues Over Debt Deals EDISON MISSION: Settles With Homer City Union and Retirees EPE ENERGY: Moody's Assigns 'Ba3' CFR & Rates Unsecured Notes 'B2' ERF WIRELESS: Tonaquint Stake at 9.9% as of Jan. 24 EXIDE TECHNOLOGIES: Can Employ Robert Keach as Fee Examiner FIFTH & PACIFIC: Completes Sale of Lucky Brand Dungarees FIRST NATIONAL COMMUNITY: To Offer 1.2MM Shares Under 2013 Plan FOX & HOUND: Files Schedules of Assets and Liabilities FOX & HOUND: U.S. Trustee Appoints 7-Member Creditors Panel FOX & HOUND: Can Employ Olshan Frome as Bankruptcy Attorneys FREDERICK'S OF HOLLYWOOD: Files Rule 13E-3 Transaction Statement FREEDOM INDUSTRIES: Spill Points to Lack of Data on Water Threats G.S.P. PRECISION: Voluntary Chapter 11 Case Summary GENERAL MOTORS: Makes More Management Changes GREEN FIELD ENERGY: May Supplement Scope of Alvarez & Marsal Work GMX RESOURCES: Confirmed Reorganization Plan Takes Effect GOKO RESTAURANT: Santander Entitled to $25,000 From Sale Proceeds HDOS ENTERPRISES: Hot Dog on a Stick Restaurants in Chapter 11 HDOS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors HOUSTON MEDICAL INVESTORS: Voluntary Chapter 11 Case Summary HUNTINGTON INGALLS: S&P Raises CCR to 'BB'; Outlook Stable INTELLICELL BIOSCIENCES: Designates Series F Preferred Stock INT'L INDUSTRIAL: Appellate Court Rules Against Pugachev Arrest INTRAWEST RESORTS: S&P Gives 'B' CCR & Rates $25MM Revolver 'BB-' INVACARE CORP: Completes Amendment to Credit Agreement ISABELLA REALTY: In Receivership; June 9 Claims Bar Date Set JENSEN-BYRD: 3 Lots at Lucky Lands Subdivision to Be Sold March 12 JEWEL ASSOCIATES: Angel's Deli Seeks to Foreclose on Lot Property JOHNNY LINGBANAN: Judge Wants More Docs on Vallejos' Claim KRAEMER-SHOWS: Case Summary & 20 Largest Unsecured Creditors KRATON PERFORMANCE: S&P Revises Outlook to Pos. & Affirms 'B+' CCR KRONOS WORLDWIDE: Fitch Affirms 'BB-' IDR & Alters Outlook to Neg. LEE ENTERPRISES: To Refinance $175 Mil. of Second Lien Debt LEXICO RESOURCES: Case Summary & 20 Largest Unsecured Creditors LOEHMANN'S INC: A&G Realty Retained to Manage Sale of Store Leases M.A.R. REALTY: Court Okays Hiring of Garcia Arregui as Attorneys MACROSOLVE INC: Touts Developments to Shareholders MJC AMERICA: Hires David A. Tilem as General Bankruptcy Counsel MOONLIGHT APARTMENTS: Has Until Feb. 13 to File Defective Docs MOONLIGHT APARTMENTS: Section 341(a) Meeting Set on March 3 MORNINGSTAR MARKETPLACE: Voluntary Chapter 11 Case Summary NATIONAL BANK OF CANADA: Moody's Rates C$350MM Shares 'Ba1(hyb)' NET TALK.COM: Extends Term of Vicis Capital Loan to June 30 NEW BERN RIVERFRONT: Court Rules on Discovery Request NEW CENTURY TRS: "Carr" Suit Against JPMorgan et al. Dismissed NNN 123: Plan Filing Hearing Moved to February 28 NNN 123: Court to Weigh Cash Collateral Access on March 27 NNN 123: TIC Members Withdraw Case Dismissal Bid OIL FLATS LAND: Case Summary & 10 Largest Unsecured Creditors ONEOK INC: S&P Lowers CCR to 'BB+' & Removes Rating From Watch PATIENT SAFETY: Kinderhook Stake at 2.47% as of Jan. 9 PATRIOT COAL: Arch Records $12MM Charge to Reflect UMWA Settlement POLYMER GROUP: S&P Lowers CCR to 'B-'; Outlook Stable PREMIER DIAGNOSTIC: BCSC Grants Management Cease Trade Order PRIMUS POWER: Battery Deals Charge Venture Capitalists PROGUARD ACQUISITION: Suspending Filing of Reports with SEC PROSPECT SQUARE: Employs Kutner Brinen as Bankruptcy Attorneys RADIOSHACK CORP: To Close About 500 Stores Within Months ROSEVILLE SENIOR LIVING: Tellatin Short Okayed as Appraiser ROUNDY'S SUPERMARKETS: Moody's Rates New $460MM 1st Lien Loan 'B1' ROUNDY'S SUPERMARKETS: S&P Affirms B- CCR & Rates $460MM Loan B RURAL/METRO: Amends Articles of Incorporation SAN ANTONIO MOTORSPORTS: Case Summary & 20 Top Unsec. Creditors SHREE HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors SNOQUALMIE ENTERTAINMENT: S&P Withdraws 'B' Issuer Credit Rating SOUTHERN PACIFIC RESOURCES: Project Delay Cues S&P CCR to 'CCC' STANS ENERGY: OSC to Extend Management Cease Trade Order STAR DYNAMICS: Court Approves Hiring of Sagent as Fin'l Advisors STELERA WIRELESS: Needs More Time to Close Sales, File Plan STERLING BLUFF: Case Summary & 14 Largest Unsecured Creditors SWJ MANAGEMENT: Court Dismisses Chapter 11 Bankruptcy Case SYRINGA BANK: Regulators Close Idaho Bank TAMPA WAREHOUSE: Bankruptcy Administrator Unable to Form Committee TAMPA WAREHOUSE: Files Amended List of 18 Top Unsecured Creditors TIME INC: To Cut Jobs in Restructuring TOMSTEN INC: Hires Baker Tilly as Accountants TRANS-LUX CORP: Gabelli Funds Stake at 38.7% as of Dec. 31 TRI-STATE FINANCIAL: Payments to Accountant Not Avoidable TUSCANY INTERNATIONAL: Files for Chapter 11 to Sell to Lenders TUSCANY INTERNATIONAL: Has $35-Mil. Financing From Lenders TUSCANY INTERNATIONAL: Proposes Prime Clerk as Claims Agent TUSCANY INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors TWO FORTY-FOUR WICKENDEN: Claims Bar Date Set for June 4 UNITED AIRLINES: CostCutting Cues Fitch's Pos. Credit Implications VTLM TEXAS: Verano's Suit Remanded to Nevada State Court W.R. GRACE: Exits Chapter 11; Reorganization Plan Effective Feb. 3 W.R. GRACE: Board Authorizes $500MM Share Repurchase Program W.R. GRACE: Sealed Air Completes Terms of Settlement Agreement VOGUE INT'L: Fitch Assigns Initial 'BB-' Issuer Default Rating WEST CORP: S&P Assigns 'BB' Rating to $313MM Sr. Secured Term Loan * 10th Circuit Rules on Issue Preclusion Doctrine * Morgan Stanley Reaches $1.25 Billion Mortgage Settlement * Brisk Business in Big Law Firms Hiring Other Firms' Partners ********* 25 JOHN A. CUMMINGS: In Receivership; June 9 Claims Bar Date Set ---------------------------------------------------------------- W. Mark Russo, Esq., was appointed Permanent Receiver of 25 John A. Cummings Way, LLC, pursuant to a Jan. 6, 2014 order by the Providence, Rhode Island, County Superior Court in the case, The Bank of New York Mellon Trust Company, National Association (f/k/a The Bank of New York Trust Company, National Association), as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ14, v. 25 John A. Cummings Way, LLC, C.A. No. PB13-5618. The Receiver was required by the Order to give a $10,000 Surety Bond, with respect to the faithful performance of the duties conferred upon the Receiver. All creditors or other claimants are ordered to file under oath with the Receiver at: W. Mark Russo, Esq. 55 Pine Street, 4th Floor Providence, Rhode Island on or before June 9, 2014, a statement setting forth their claims. The commencement, prosecution or continuance of the prosecution, of any action, suit, arbitration proceeding, hearing or any foreclosure, reclamation or repossession proceeding, both judicial or non-judicial, or any other proceeding against the Defendant or any of its property, are restrained and enjoined until further Court Order. 56 WALKER: Third Amended Liquidating Plan Confirmed --------------------------------------------------- Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York on Jan. 29, 2014, confirmed 56 Walker, LLC's Third Amended Liquidating Chapter 11 Plan after determining that the Plan satisfies the requirements for confirmation laid in the Bankruptcy Code. The Plan contemplates the sale of the Debtor's building at 56 Walker Street in the Tribeca section of Manhattan for $18 million. As previously reported by The Troubled Company Reporter, the building's owner filed a Chapter 11 petition in May last year, at the time aiming to sell the property for $23 million to pay off what was then said to be about $14 million in mortgages and $2 million in unsecured debt. An auction was canceled when no one outbid the $18 million offer. The sale, according to the Debtor's attorney, Jonathan Pasternak, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr LLP, in White Plains, New York, will be completed about a week after plan approval, Bill Rochelle, the bankruptcy columnist for Bloomberg News, related. The plan is designed to pay secured creditors in full. Depending on the outcome of litigation or settlement with the lender on the amount of the mortgage, unsecured creditors with $4.88 million in claims could be paid in full. Mr. Rochelle, citing Mr. Pasternak, said recovery for unsecured creditors won't be known until resolution of objections to the claim of the primary secured lender MB Financial Bank NA. About 56 Walker LLC 56 Walker LLC, the owner of a six-story building at 56 Walker Street in the Tribeca section of Manhattan, returned to Chapter 11 (Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time aiming for a $23 million sale to pay off about $14 million in mortgages and $2 million in unsecured debt. The Debtor scheduled assets of $23,000,000 and liabilities of $15,996,104. Judge Shelley Chapman was initially assigned to the case but the case was transferred to Judge Allan L. Gropper. Erica Feynman Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel. The previous Chapter 11 case began in September 2011 and was dismissed in August 2012 when the bankruptcy judge refused to approve a settlement. 710 LONG RIDGE: May Reject Expired CBA Terms, Implement Proposal ---------------------------------------------------------------- 710 Long Ridge Road Operating Company, II, LLC, and its affiliated debtors, which operate a nursing care facility for the elderly, won bankruptcy court approval to: (i) reject the continuing economic terms of the expired collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU under 11 U.S.C. Sec. 1113(c); and (ii) implement the terms of the Debtors' proposal under 11 U.S.C Sec. 1113(b). New Jersey Bankruptcy Judge Donald H. Steckroth finds that: (i) the Debtors have based their Proposal on reliable and credible information and provided details of the calculated savings associated with each modification; (ii) the Debtors have provided the Union with relevant information to evaluate the Proposal through production of thousands of documents and access to a data room; (iii) the Proposal treats all parties equitably and fairly through implementing cuts to non-Union wages and benefits, adding a snap-back provision, and receiving claims waivers from the Debtors' landlords and non-debtor affiliates; (iv) without the modifications, the Debtors would incur millions of dollars in negative operational cash flow and would be forced to immediately liquidate their Facilities; (v) the Union rejected the Proposal without good cause because it refused to negotiate with the Debtors; (vi) the balance of equities weigh in favor of the Proposal because the alternative is liquidation and the loss of hundreds of jobs; and (vii) the Debtors attempted to confer in good faith by proposing numerous dates for negotiations meetings, all of which have been rejected by the Objecting Parties. The Union filed objections to the Motion arguing: (i) the financial forecasts lacked comprehensive information; (ii) the proposed modification to the Proposal was not presented to the Union before the Motion was filed and the Debtors failed to provide information regarding its non-debtor affiliates; (iii) the modifications are unfair because they propose a 15% payroll cut to Union workers as opposed to a 2% payroll cut to non-Union employees; (iv) the modifications are not necessary to reorganization because they have a minimal impact on Debtors' operations; (v) the Union never received the modified Proposal and thus had good cause to reject; (vi) the balance of the equities weigh in favor of denying the Proposal because there is a strong possibility that rejection of the CBAs will trigger a strike; and (vii) the Debtors' prior unilateral modifications render good-faith bargaining an impossibility. The NLRB also filed an objection that paralleled the Union's arguments. The Official Committee of Creditors supports the Debtors' Motion as modified after consultation with the Creditors' Committee and acceptance of the Committee's modification. A copy of the Court's Feb. 3, 2014 Opinion and the Debtors' Proposal to the Union is available at http://is.gd/mRVxQ0from Leagle.com. Next stop for the Debtors is a hearing on Friday to consider confirmation of their First Amended Joint Chapter 11 Plan of Reorganization. A court order adjourned that hearing from Jan. 30 to Feb. 7 at 10:00 a.m. (prevailing Eastern Time). The Plan hearing may be continued to Feb. 10, 2014, at 10:00 a.m., if necessary. As reported by the Troubled Company Reporter, the Plan 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, have 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. Creditors entitled to vote on the Plan had until Feb. 3 to cast their ballots. 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., Gerald Gline, Esq., David Bass, Esq., and Ryan T. Jareck, Esq., 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.'s Robert M. Schechter, Esq., and Rachel Segall, Esq., represents the Official Committee of Unsecured Creditors. The Committee retained EisnerAmper LLP as accountant. Levy Ratner's Suzanne Hepner, Esq., and Ryan J. Barbur, Esq. -- shepner@levyratner.com and Rbarbur@lrbpc.com -- represent the New England Health Care Workers, District 1199 SEIU. Abby Propis Simms, Esq., Julie L. Kaufman, Esq., Nancy E. Kessler Platt, Esq., Dawn L. Goldstein, Esq., Paul Thomas, Esq., and John McGrath, Esq., at the National Labor Relations Board Special Litigation Branch in Washington, D.C., argue for the National Labor Relations Board. ACCELLENT INC: Moody's Places 'B3' CFR Under Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service placed the ratings of Accellent Inc. under review for possible downgrade, including the company's B3 Corporate Family Rating and B3-PD Probability of Default Rating. The review was prompted by the announcement on February 3, 2014 that Accellent has entered into a definitive agreement to acquire Chaska, Minnesota-based Lake Region Medical, a privately-held manufacturer of medical devices. At the same time, Moody's affirmed Accellent's SGL-2 Speculative Grade Liquidity Rating. The following ratings were placed under review for downgrade: Accellent Inc. Corporate Family Rating, B3 Probability of Default Rating, B3-PD $75 million senior secured revolving credit facility, Ba3 (LGD 1, 2%) $400 million senior secured notes, B1 (LGD 3, 31%) $315 million 10% senior subordinated notes, Caa2 (LGD 5 82%) The Speculative Grade Liquidity Rating of SGL-2 has been affirmed. Rating Rationale While financing details have not been provided, the rating review will focus primarily on the financial leverage and the capital structure that will result from the acquisition, as well as the ongoing operating performance at both Accellent and Lake Region Medical. Accellent's B3 Corporate Family Rating (currently under review) reflects the company's small absolute size, very high financial leverage and declining demand trends from certain end-user markets, partially offset by the company's modest free cash flow and good liquidity profile. As a leading outsource manufacturer of medical devices in a highly fragmented field, Accellent is relatively small in terms of revenues and its and end-user demand creates additional risks. Sales growth has slowed due in part to declining sales in orthopedic products, as well as a general slowdown in elective procedures as a result of the economy. Going forward, Moody's expects Accellent to focus on improving internal operating performance to help offset top-line constraints. However, expanding manufacturing capabilities via acquisitions may also drive future growth. The principal methodology used in this rating was the Global Medical Product and Device Industry published in October 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 Wilmington, MA, Accellent Inc. ("Accellent") is an outsourcing company that performs manufacturing and engineering services, primarily for leading companies within the medical device industry. The company operates under two reportable business segments: Advanced Surgical and Cardio & Vascular. Accellent is a holding company that is privately owned by affiliates of Kohlberg Kravis Roberts & Co. (KKR) and Bain Capital LLC. The company generated net sales of approximately $509 million for the last twelve months ended September 30, 2013. ACCELLENT INC: S&P Puts 'B' CCR on Watch Neg on Acquisition Plans ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Wilmington, Mass.-based Accellent on CreditWatch with negative implications, following Accellent's announcement that it plans to acquire Chaska, Minn.-based Lake Region Medical. S&P's issue-level ratings on Accellent's existing debt are unchanged. S&P expects this debt to be redeemed in connection with the acquisition, at which time S&P will withdraw these ratings. "The CreditWatch listing reflects Accellent's potentially heightened financial risk resulting from its largely debt-financed acquisition of Lake Region Medical," said credit analyst Gail Hessol. "We believe Accellent's pro forma adjusted leverage could approach 8x and the acquisition could impair Accellent's ability to continue generating free operating cash flow, which has been a key support for its ratings. We also see risks in integrating a large acquisition." S&P expects to resolve its CreditWatch listing when Accellent's financing plans, integration strategies, and expected EBITDA contribution from Lake Region are finalized. S&P will assess the combined company's EBITDA growth potential and whether the acquisition of Lake Region enhances Accellent's competitive position and alters its significant customer concentrations. It is highly unlikely that S&P would lower the corporate credit rating more than one notch. ADOC HOLDINGS: Third Amended Liquidation Plan Confirmed ------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware on Jan. 28, 2014, confirmed the Third Amended Chapter 11 Plan of Liquidation of ADOC Holdings, Inc., f/k/a Coda Holdings, Inc., and its debtor affiliates after determining that the Plan satisfies the confirmation requirements under the Bankruptcy Code. Judge Sontchi overruled and denied each of the objections of the Plan not otherwise withdrawn, resolved or otherwise disposed of. Confirmation of the Plan was met by objections from Tony Bulchak in relation to the Worker Adjustment and Retraining Notification Act; Ace Companies; and Lishen Power Battery Systems Company, Ltd. The Debtors said they have successfully resolved the WARN and ACE objections and the parties have agreed to limit the scope of the Lishen Objection to Plan feasibility issues. The Debtors asserted that to the extent the Lishen Objection remains outstanding on the confirmation hearing, it should be overruled because the remaining objection holds no merit and should be overruled in its entirety. As previously reported by The Troubled Company Reporter, the Plan was facilitated by a settlement under which the creditors' committee permitted the sale of the non-auto business to an insider group including an affiliate of Fortress Investment Group LLC. The sale, completed in June last year, was said to be worth $25 million, although the buyer paid only $1.7 million in cash. The remainder represented the loan financing the Chapter 11 case and pre-bankruptcy secured debt. The settlement enabled the company to draw down $1.9 million remaining on the loan financing the Chapter 11 case begun May 1. When the sale was completed, Los Angeles-based Coda changed its name to Adoc Holdings Inc. From cash remaining after higher- priority claims are paid, the first $500,000 goes to unsecured creditors. Additional cash will be split, with unsecured creditors receiving one-third and the purchasers two-thirds. The noteholders' deficiency claims won't share in the portion for unsecured creditors. There's a companion sharing arrangement for proceeds from lawsuits. Unsecured claims are shown in the disclosure statement approved on Sept. 24 as totaling around $23 million. A Fortress affiliate is a holder of $15.8 million of the notes to be exchanged for ownership and was one of the providers of bankruptcy financing. About CODA Holdings Los Angeles, California-based CODA Energy -- http://www.codaenergy.com-- made an electric auto that was a commercial failure. The company marketed the Coda Sedan, which sold only 100 copies. It was an electrically powered version of the Hafei Saibao, made in China. After bankruptcy, Los Angeles- based Coda intends to concentrate on making stationery electric- storage systems. CODA Holdings, Inc., Coda Energy LLC and three other affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-11153) on May 1, 2013, to enable the Company to complete a sale, confirm a plan, and emerge from bankruptcy in a stronger position to execute its new business plan. The Company expects the sale process to take 45 days to complete. FCO MA CODA Holdings LLC, an affiliate of Fortress Investment Group, is leading a consortium of lenders intending to provide DIP financing to enable the Company's energy storage business to remain fully operational during the restructuring process. The consortium, or its designee, will also as stalking horse bidder to acquire the Company post-bankruptcy. In addition, the Company will seek to monetize value of its existing automotive business assets. CODA disclosed assets of $10 million to $50 million and liabilities of less than $100 million. Coda Automotive Inc., disclosed $24,950,641 in assets and $95,859,413 in liabilities as of the Chapter 11 filing. The Debtors have incurred prepetition a significant amount of secured indebtedness: secured notes of with principal in the amount of $59.1 million; term loans in the principal amount of $12.6 million; and a bridge loan with $665,000 outstanding. FCO and other bridge loan lenders have "enhanced priority" over other secured noteholders that did not participate in the bridge loans, pursuant to the intercreditor agreement. Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird, Esq., at Fox Rothschild LLP are the proposed counsel for the Debtors. CODA's legal advisor in connection with the restructuring is White & Case LLP. Emerald Capital Advisors serves as its chief restructuring officer and restructuring advisor, and Houlihan Lokey serves as its investment banker for the restructuring. Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal advisor. Brent T. Robinson, Esq., at Robinson, Anthon & Tribe represents the Debtors in their restructuring efforts. The Committee tapped Brown Rudnick as its counsel and Deloitte Financial Advisory Services LLP as its financial advisor. ADOC HOLDINGS: Exclusive Solicitation Period Extended to March 31 ----------------------------------------------------------------- ADOC Holdings, Inc., f/k/a Coda Holdings, Inc., and its debtor affiliates sought and obtained from the U.S. Bankruptcy Court for the District of Delaware further extension of their solicitation exclusive to and including March 31, 2014. About CODA Holdings Los Angeles, California-based CODA Energy -- http://www.codaenergy.com-- made an electric auto that was a commercial failure. The company marketed the Coda Sedan, which sold only 100 copies. It was an electrically powered version of the Hafei Saibao, made in China. After bankruptcy, Los Angeles- based Coda intends to concentrate on making stationery electric- storage systems. CODA Holdings, Inc., Coda Energy LLC and three other affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-11153) on May 1, 2013, to enable the Company to complete a sale, confirm a plan, and emerge from bankruptcy in a stronger position to execute its new business plan. The Company expects the sale process to take 45 days to complete. FCO MA CODA Holdings LLC, an affiliate of Fortress Investment Group, is leading a consortium of lenders intending to provide DIP financing to enable the Company's energy storage business to remain fully operational during the restructuring process. The consortium, or its designee, will also as stalking horse bidder to acquire the Company post-bankruptcy. In addition, the Company will seek to monetize value of its existing automotive business assets. CODA disclosed assets of $10 million to $50 million and liabilities of less than $100 million. Coda Automotive Inc., disclosed $24,950,641 in assets and $95,859,413 in liabilities as of the Chapter 11 filing. The Debtors have incurred prepetition a significant amount of secured indebtedness: secured notes of with principal in the amount of $59.1 million; term loans in the principal amount of $12.6 million; and a bridge loan with $665,000 outstanding. FCO and other bridge loan lenders have "enhanced priority" over other secured noteholders that did not participate in the bridge loans, pursuant to the intercreditor agreement. Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird, Esq., at Fox Rothschild LLP are the proposed counsel for the Debtors. CODA's legal advisor in connection with the restructuring is White & Case LLP. Emerald Capital Advisors serves as its chief restructuring officer and restructuring advisor, and Houlihan Lokey serves as its investment banker for the restructuring. Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal advisor. Brent T. Robinson, Esq., at Robinson, Anthon & Tribe represents the Debtors in their restructuring efforts. The Committee tapped Brown Rudnick as its counsel and Deloitte Financial Advisory Services LLP as its financial advisor. ALLENS INC: Suit v. Little Lady Foods Stayed Pending Bankruptcy --------------------------------------------------------------- District Judge Lynn Adelman on Jan. 30 stayed the case, ALLENS, INC., Plaintiff, Counter-Defendant, Third-Party Plaintiff, v. LITTLE LADY FOODS, INC., Defendant, Counter-Plaintiff, and McCAIN FOODS USA, INC., Third-Party Defendant, Case No. 12-C-0749 (E.D. Wis.), in view of Allens Inc.'s bankruptcy filing. All parties agree that the lawsuit should be stayed pending completion of the Chapter 11 case. Allens Inc. is seeking to sell substantially all of its assets. Bankruptcy Judge Ben Barry has authorized Allens Inc. and All Veg LLC to designate Seneca Foods Corporation as the stalking horse purchaser. The Court also approved the procedures governing the bidding and auction of the Debtors' assets. Seneca signed an agreement to purchase the Debtors' assets for $148 million plus assumption of specified debt. The deadline for submitting bids for the assets or any portion thereof was Jan. 27. If a bid other than the bid of the stalking horse purchaser is timely received by Allens, the auction was to take place on Feb. 3 at the offices of Greenberg Traurig in New York. Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York. Local counsel to the stalking horse purchaser is Charles T. Coleman, Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock, Arkansas. About Allens Inc. Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and frozen vegetables in business since 1926, filed for bankruptcy (Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to sell some divisions or reorganize as a new company. The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R. Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in New York. Jonathan Hickman of Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. Cary Daniel, Nick Campbell and Markus Lahrkamp of A&M serve as assistant CROs. Lazard Freres & Co. LLC and Lazard Middle Market LLC serve as investment bankers, while GA Keen Realty Advisors, LLC, serves as real estate advisor to the Debtors. The Official Committee of Unsecured Creditors has tapped Eichenbaum Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq., and Robert B. Winning, Esq., as counsel. ALLY FINANCIAL: Has $750MM Underwriting Pact with Barclays, et al. ------------------------------------------------------------------ Ally Financial Inc., on Jan. 22, 2014, entered into an Underwriting Agreement incorporating Ally's Underwriting Agreement Standard Provisions with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as representatives of the several Underwriters, pursuant to which Ally agreed to sell to the Underwriters $750,000,000 aggregate principal amount of 3.500 percent Senior Guaranteed Notes due 2019. The Notes will be guaranteed by Ally US LLC and IB Finance Holding Company, LLC, each a subsidiary of Ally, on an unsubordinated basis. The Securities were registered pursuant to Ally's shelf registration statement on Form S-3, which became automatically effective on Dec. 24, 2013. The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, and termination and other customary provisions. The Notes will be issued pursuant to an Indenture dated as of as of July 1, 1982, as supplemented and amended by the first supplemental indenture dated as of April 1, 1986, the second supplemental indenture dated as of June 15, 1987, the third supplemental indenture dated as of Sept. 30, 1996, the fourth supplemental indenture dated as of January 1, 1998, and the fifth supplemental indenture dated as of Sept. 30, 1998, between the Company and The Bank of New York Mellon (successor to Morgan Guaranty Trust Company of New York), as trustee, and an action of the executive committee of Ally dated as of Jan. 22, 2014. The Guarantees will be issued pursuant to a guarantee agreement dated as of Jan. 27, 2014. A copy of the Underwriting Agreement is available for free at: http://is.gd/6h2CDA About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally Financial Inc. reported net income of $1.19 billion for the year ended Dec. 31, 2012, as compared with a net loss of $157 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $150.55 billion in total assets, $131.49 billion in total liabilities and $19.06 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the Dec. 17, 2013, edition of the TCR, Fitch Ratings upgraded Ally Financial's long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB' from 'BB-'. The upgrade of Ally's ratings follows the approval of Residential Capital LLC's (ResCap's) bankruptcy plan by the Bankruptcy Court releasing Ally from all ResCap related claims, which combined with the recent mortgage settlements with the FHFA and the FDIC, essentially removes any mortgage-related contingent liability to Ally. As reported by the TCR on Dec. 23, 2013, Moody's Investors Service upgraded the corporate family rating (CFR) of Ally Financial Inc. to Ba3 from B1. The upgrade of Ally's corporate family rating follows the U.S. Bankruptcy Court's approval of ResCap LLC's (unrated) Chapter 11 plan, which releases Ally from mortgage- related creditor claims originating from its ownership of ResCap. ALMANARA AT BLANCO POINTE: Court Won't Dismiss Guaranty Suit ------------------------------------------------------------ District Judge Xavier Rodriguez in San Antonio, Texas, denied the defendant's request to dismiss the lawsuit, WBCMT 2007-C33 BLANCO RETAIL, LLC, Plaintiff, v. FAHED SALFITI, Defendant, Civil Action No. SA-13-CV-716-XR (W.D. Tex.). On August 8, 2013, WBCMT 2007-C33 Blanco Retail, LLC, filed its complaint against Fahed Salfiti, seeking to hold Defendant liable, as guarantor, on a defaulted commercial mortgage. The Plaintiff alleges that in 2007 Almanara at Blanco Pointe Inc. entered into a mortgage with Artesia Mortgage Capital Corporation. Almanara executed a promissory note in the original principal sum of $5,625,000. The Note was secured through a deed of trust by the Blanco Pointe Shopping Center, located in Bexar County, Texas. The Plaintiff asserts that the Defendant guaranteed repayment of the loan by executing a guaranty agreement. The Plaintiff further asserts that it now owns and holds the Note, Deed of Trust, and Guaranty. On September 30, 2013, the Defendant moved to dismiss the case for lack of subject-matter jurisdiction, lack of personal jurisdiction, improper venue, and failure to join a necessary party. The Defendant also asserts that the primary debtor, Almanara, is a required party to this litigation. The Defendant alleges that Almanara agreed to indemnify the Defendant if the Defendant pays on the Note. The Defendant further asserts that Almanara cannot be joined at this time because of the automatic stay imposed by Almanara's pending Chapter 11 bankruptcy. The Plaintiff responded, but the Defendant did not reply. The District Court, however, rejected the Defendant's contention that Almanara is a necessary party. The judge said the Court can accord complete relief to the Plaintiff without Almanara as a party. The Guaranty allows the Plaintiff to seek complete satisfaction of the Note from theDefendant. A copy of the Court's Jan. 29, 2014 Order is available at http://is.gd/6MTWWafrom Leagle.com. Almanara at Blanco Pointe, Inc., based in San Francisco, California, filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 13-51539) on June 6, 2013. Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, in Houston, Texas, serves as the Debtor's counsel. In its petition, Almanara at Blanco Pointe estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Najeeb Shihadeh, director and president. AMERICAN AIRLINES: Ex-TWA Employees in Israel Fight Discrimination ------------------------------------------------------------------ Group of TWA ex-workers on Feb. 3 disclosed that it was recently reported that American Airways and US Airways will be merged with the world's biggest airline and that the company intends to operate flights from the US to Israel. This significant change in the civil airline field harbors a bitter truth: American Airlines, which acquired TWA in 2001, demonstrably and deliberately ignored 80 Israeli employees who operated flights in Israel, and were fired immediately after TWA was acquired. "The move left the company's workers without wages, severance payments and other rights according to collective work agreements that were signed with the Histadrut," explains attorney Yoni Abadi, who represents the workers. When American Airlines acquired TWA in 2001, TWA was the eighth biggest airline in the world and it was undergoing bankruptcy. The acquisition included all 20,000 of its employees worldwide, including TWA's flight routes all over the world and TWA's debts, which were estimated at some $4.5 billion. In the acquisition process, TWA's station in Israel was completely ignored. The eighty employees who were fired launched legal actions immediately in order to get the funds they were entitled to by Israeli law, as they were over the age of 50 and with seniority of 25 years in average. These legal proceedings went on for over nine years and only four years ago a settlement was signed, though only 14% of the total funds entitled to the employees has been implemented, which today are estimated at 60 million shekels. Now a representation of the former Israeli TWA employees is being formed for another battle against the New American Airlines: "The ongoing discrimination and alienation toward Israeli employees will certainly and justifiably bring about a negative public campaign against American Airlines in Israel, due to its actions and especially due to its failures throughout the years", explains Meir Knobel, a former manager of the TWA station in Israel. Attorneys Yoni Abadi and Dor Nachman, who represent the group in the legal battle, add: "It was explicitly decided in the bankruptcy case verdict held before Honorable Judge Varda Alshech in the Tel Aviv District Court, that American Airlines discriminated against the Israeli employees, alienated them and considered a workforce that's protected by social rights as a "negative economic factor," while in all of TWA's representations around the world, employees continued to work or were fired but received the full wages, other social rights and severance payments that they deserved. In Israel, the collective agreements that were signed between the Histadrut and TWA in Israel weren't honored. The station in Israel was closed, workers were fired and their wages were not paid. They also didn't receive severance payments and other rights and conditions they were entitled to by the relevant agreements and according to the law. It should be made clear that American Airlines decided not to operate flights in Israel for many years, starting in fact from the date TWA was acquired." About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. AMERICAN CHARTER: Fitch Affirms 'BB' Rating on $75.5MM 2007A Bonds ------------------------------------------------------------------ Fitch Ratings affirms the rating on approximately $75.7 million of series 2007A bonds issued by the Pima County Industrial Development Authority, Arizona (PCIDA) at 'BB'. The bonds were issued on behalf of the American Charter Schools Foundation (ACSF). The Rating Outlook is Stable. SECURITY The bonds are secured by a joint and several pledge of the revenues of the 10 ACSF schools (collectively, the schools), which primarily consist of state aid based on enrollment. The bonds are additionally secured by a debt service reserve (DSR). The school also makes annual renewal and replacement deposits. Charter payments from the state are made directly to the bond trustee. The annual debt service coverage requirement is 1.0x sufficiency; a higher coverage level is required for issuance of additional bonds. KEY RATING DRIVERS WEAK FINANCIAL PROFILE: The rating reflects a history of break- even to slightly negative GAAP operations, a very limited financial cushion, a high debt burden and adequate, albeit limited, coverage of transaction maximum annual debt service (TMADS). ACSF's financial profile demonstrates characteristics consistent with a speculative grade rating. ENROLLMENT ISSUES PERSIST: Aggregate enrollment at the schools grew modestly in fall 2013, following 4% growth in fall 2012, but three consecutive years of declines before that. While the 10 bond schools have stabilized as a group, enrollment trends remain uneven among them. STRUCTURAL BONDHOLDER PROVISIONS: Legal and structural security measures include a trustee intercept of state aid. This provides for payment of debt service before any pro-rata distribution of revenues to the schools, and contractual subordination of the charter management organization's (CMO) fee. RATING SENSITIVITIES MARGIN DETERIORATION: Should ACSF's operating margin deteriorate for any reason, causing TMADS coverage to fall below 1.0x or further weaken balance sheet resources, negative rating pressure is likely. STARDARD SECTOR CONCERNS: A limited financial cushion, substantial reliance on enrollment-driven, per-pupil funding and charter renewal risk are credit concerns common among all charter school transactions which, if pressured, could negatively impact the rating over time. CREDIT PROFILE ACSF is composed of 10 high schools, nine of which operate in the Phoenix, AZ metropolitan area. The tenth school operates in Tucson. All of the 10 bond schools are alternative schools except for Alta Vista High School. The schools maintain independent charters from the Arizona State Board of Charter Schools. Each charter has a 15-year term (which is standard in Arizona) and expires in 2017 or 2018, depending on the school. The ACSF bond schools each maintain management agreements with the Leona Group, one of the largest CMOs in the state of Arizona. At this time, Leona manages 70 charter schools nationwide, including 27 in Arizona (including the 10 bond schools), 23 in Michigan, 11 in Ohio, and several in Indiana and Florida. Leona maintains its headquarters in Michigan. In Arizona, ACSF/Leona expects to open two new elementary charter schools in fall 2015, as well as a new preparatory high school. SLIM OPERATING PERFORMANCE The 'BB' rating indicates an overall financial profile that Fitch considers to be consistent with a non-investment-grade rating. ACSF's GAAP operating margin was negative 1.1% in fiscal 2013, which compared to negative 1.3% in 2012, and negative 0.5% in 2011. The margin has averaged negative 0.8% between fiscal years 2008-2013. Fitch adjusted fiscal 2012 results to exclude certain accounting changes artificially inflated operating results. The ACFS bond schools, as a group, have generated slim but positive transactional MADS coverage in the last five years. Fitch defines TMADS as maximum annual debt service excluding a balloon payment in the last maturity typically funded from the DSR. TMADS coverage was 1.1x for the fiscal year ended June 30, 2013, which compares to 1.1x or 1.2x in the previous four fiscal years. For the current 2014 budget year, the CMO expects operating results to be similar or slightly stronger than fiscal 2013. LIMITED BALANCE SHEET In addition to slim operating results, ACFS has a limited balance sheet, both of which demonstrate limited operating flexibility. Available funds, defined as cash and investments not permanently restricted, declined to $994,000, down from $1.37 million in fiscal 2012. Fiscal 2013 available funds represented just 2.9% of operating expenses ($34.3 million) and 1.8% of outstanding debt ($76.9 million at that time). Fitch considers these balance sheet ratios low for the rating category. HIGH DEBT BURDEN ACSF's slim operating performance and balance sheet exacerbate concerns about the foundation's high debt burden. TMADS of $5.6 million represented 16.4% of fiscal 2013 operating revenues, consistent with recent years. Fitch's criteria consider a debt burden exceeding 15% to be a speculative grade attribute. ENROLLMENT ISSUES LIMIT BUDGET IMPROVEMENT In both fall 2013 and fall 2012, the CMO successfully increased aggregate enrollment across the bond schools, by 0.4% and 4.3%, respectively. Fitch views this turnaround positively given that the aggregate student population declined in each of the prior three enrollment cycles (fall 2009, 2010 and 2011). Enrollment growth among the 10 schools continues to be uneven, with growth in six high school offsetting declines in others. Management reports continued focus on growing enrollment where capacity exists for it (some schools are at capacity). The persisting enrollment issues are reflected in the 'BB' rating. ATLANTIC POWER: Moody's Cuts CFR to B2 & Rates New Term Loan 'Ba3' ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Atlantic Power Corporation (AT), including the Corporate Family Rating (CFR) to B2 from B1, Probability of Default Rating (PDR) to B2-PD from B1- PD and the senior unsecured notes to B3 from B2. Additionally, Moody's assigned a Ba3 rating to the new senior secured term loan at AT's subsidiary Atlantic Power Limited Partnership (APLP). The Speculative Grade Liquidity rating was revised to SGL-2 from SGL- 3. The rating outlook is revised to stable from negative. "The downgrade reflects the high leverage within the Atlantic Power family and the loss of upstream distributions due to a cash flow sweep in the APLP term loan," said Moody's Analyst John M. Grause. "The change to a stable outlook reflects an improved liquidity position from a larger, less restrictive revolving credit facility and elimination of near term maturities." Rating Rationale The downgrade is driven by the increased debt load stemming from the new $600 million term loan at APLP. We now expect CFO pre-W/C to debt at AT toward the lower end of the previously stated range of 4-7% over the next twelve to eighteen months. The term loan contains a 50% cash sweep on projects under APLP, constraining upstream distributions to the parent who continues to pay a sizeable dividend to shareholders. That said, the cash flow sweep will reduce debt overtime, a credit positive. Also, the term loan will address near term maturities at the AT, APLP and the Curtis Palmer project levels. Alleviating the maturities and establishing the new $200 million revolving credit facility at APLP, which will replace the restrictive $150 million AT revolver, is the rationale for changing the outlook at the company to stable from negative. Moody's expect the improved liquidity profile to be adequate over the next twelve months with the increased availability under the new revolving credit facility and $171 million of unrestricted cash as of September 30, 2013. The B2 CFR is currently supported by the diversity of cash flows from AT's portfolio of 29 projects and management's focus on contracted cash flows. These strengths are balanced against high leverage, a complex organizational structure, a declining cash flow profile within the portfolio, weak power prices, and low financial metrics. AT could be downgraded further if cash flow deteriorates and metrics fall below the expected range, particularly if CFO pre-W/C to debt falls below 3% for a sustainable period of time; or, if AT is not able to sign long-term replacement contracts in a reasonable timeframe and with favorable terms for projects whose PPAs are expiring. AT could be upgraded if cash flow exceeds expectations on a sustainable basis, specifically if CFO pre-W/C to debt remains above 7% for a sustainable period of time; or if the company reduces leverage or simplifies the layers of complexity in its capital structure. Ratings downgraded: Issuer: Atlantic Power Corporation Corporate Family Rating: B2 from B1 Probability of Default Rating: B2-PD from B1-PD Senior Unsecured Notes: B3 from B2, LGD-5 75% (revised from LGD-5 72%) Rating assigned: Issuer: Atlantic Power Limited Partnership Senior Secured Term Loan: Ba3, LGD-2 23% Atlantic Power Corporation, incorporated in British Columbia and listed on the NYSE and TSX, is an independent power producer that owns interests in a diversified fleet of power generation projects located in the United States and Canada. The principal methodology used in this rating was Unregulated Utilities and Power Companies published in August 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. ATLANTIC POWER: S&P Affirms 'B' CCR & Rates New $800MM Debt 'B+' ---------------------------------------------------------------- Standard & Poor's Rating Services said it affirmed its 'B' corporate credit rating on Atlantic Power Corp. At the same time, S&P assigned a 'B+' issue-level rating to the $600 million TLB and $200 million revolver, based on a recovery rating of '2'. S&P raised its issue-level rating on the C$210 million 5.95% unsecured notes due 2036 issued by APLP to 'BB-', and revised the recovery rating to '1' from '5', reflecting the benefit of new collateral pledges and subsidiary guarantees, the repayment of priority debt at two APLP subsidiaries, and a decrease in debt at the Atlantic Power Corp. level that will continue to guarantee these notes on an unsecured basis. S&P has left its issue-level rating on the $460 million 9% senior unsecured notes due 2018 unchanged at 'B', with a recovery rating of '4'. A '1' recovery rating indicates very high (90% to 100%) recovery if a payment default occurs. A '2' recovery rating indicates substantial (70% to 90%) recovery. A '4' recovery rating indicates average (30% to 50%) recovery. "The 'B' rating reflects our view of Atlantic Power's mostly contracted cash flow profile, its near- to intermediate-term focus on operational improvements and debt repayment, and decreased cash flows from growth due to minimal growth assumptions," said Standard & Poor's credit analyst Rubina Zaidi. Atlantic Power is a Boston-based publicly traded power generation company with a portfolio of assets in the U.S. and Canada. The company's current portfolio consists of interests in 29 operational power generation projects in 12 states and two Canadian provinces totaling about 2,097 megawatts (MW). The stable outlook reflects Atlantic Power's mostly contracted portfolio, and S&P's expectations that CFADS to debt and CFADs to interest coverage will be about 10% and 1.3x, respectively, and liquidity will be adequate. S&P could raise the rating if operational improvements increase EBITDA significantly or due to the focus on debt reduction, CFADS to debt and CFADS to interest ratios improve to around 15% and 2x to 2.2x. S&P could lower the rating if generation is lower than expected or maintenance costs are higher, and negatively impact cash distributions. AUDETTE GROUP: In Receivership; May 26 Claims Bar Date Set ---------------------------------------------------------- Joseph M. DiOrio, Esq., was appointed Permanent Receiver of The Audette Group LLC, as Respondent, by the State of Rhode Island Washington County Superior Court on Jan. 24, 2014, in the case, ROLAND A. AUDETTE, Petitioner, vs. THE AUDETTE GROUP LLC, Respondent. WB No. 13-0681. The Receiver was to give a $10,000 Surety Bond, with respect to the faithful performance of the duties conferred upon the Receiver. All creditors or other claimants are ordered to file under oath with the Receiver at: The Law Office of Joseph M. DiOrio, Inc. 144 Westminster Street, Suite 302 Providence, Rhode Island 02903 on or before May 26, 2014, a statement setting forth their claims. The commencement, prosecution, or continuance of the prosecution, of any action, suit, arbitration proceeding, hearing, or any, foreclosure, reclamation or repossession proceeding, both judicial and non-judicial, or any other proceeding, in law, or in equity or under any statute, or otherwise, against the Respondent or any of its property, are restrained and enjoined until further Court Order. AUTO ORANGE: Hires Zhou & Chini as Bankruptcy Counsel ----------------------------------------------------- Auto Orange II, LLC asks the U.S. Bankruptcy Court for permission to employ the Offices of Zhou & Chini as bankruptcy counsel. James Zhou and the Debtors attest that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Rates ------------ ----- Principal $400 per hour Junior $350 per hour and $275 The Debtor has agreed to pay an initial retainer of $32,500 for the Firm's legal fees and expenses associated with the case. The Debtor also disclosed that $35,300 has been paid so far to the Firm, including $7,500 paid pre-petition by Barry Baptiste and $27,800 paid post-petition by Craig Baptiste. The Retainer is intended to cover fees and expenses incurred pre-petition and a portion of the fees and expenses incurred post-petition. According to the Debtor's schedules, the Baptistes hold the membership interests in the Debtor. The Firm will prepare an accounting to determine the fees and costs that were incurred pre-petition, and if the retainer exceeds such pre-petition amounts, the Firm will deposit such amount into the Firm's general account, and the balance of the retainer will be disbursed only pursuant to the provisions of this Application and the Court's order with respect to this Application. Pursuant to its Retainer Agreement, the Firm claims a security interest in any unused portion of the retainer. TerraCotta Realty Fund LLC, a secured creditor, filed an opposition to the Debtor's application to employ Zhou & Chini. TerraCotta Realty requests clarification from the Debtor on these issues -- and requests that the Court denies the application until such time these issues are addressed: 1. Source of Retainer: The Debtor must clarify the terms and source of the retainer. 2. Identity of Client: In addition to the Debtor, the engagement letter attached to the application identifies three parties as the "client". Due to the potential conflict of interest that could arise from the representation of multiple parties in the same bankruptcy case, proposed counsel for the Debtor must clarify whether they intend to represent all four parties who executed the engagement letter. Creditors El Camino Real Estate Holdings, 1700 N. El Camino Real Estate LLC, Anthony K. Ciabattoni and Frank N. Darras also filed a limited opposition to the employment application. They said the Debtor's application does not disclose whether the Baptistes loaned or gifted these funds to the Debtor. If they were loans, then the postpetition portion of it would appear to be unauthorized borrowing under 11 U.S.C. Sec. 364. Moreover, the application proposes to permit counsel to utilize the so-called Knudsen procedures for drawing down the retainer and, once the retainer is exhausted, to receive postpetition payment of fees from the Debtor on a monthly basis. Until the Debtor discloses the circumstances surrounding the Baptistes' payment of the Debtor's retainer, how the Debtor proposes to pay postpetition fees once the retainer is exhausted, and the bases upon which the Knudsen procedures would apply, the application should be denied. The Debtor's proposed counsel can be reached at: LAW OFFICES OF ZHOU & CHINI 2151 Michelson Dr. Ste 164 Irvine, CA 92612 Tel: (949) 465-4850 Fax: (949) 484-4907 Attorneys for TerraCotta Realty can be reached at: Scott O. Smith, Esq. Brian T. Harvey, Esq. BUCHALTER NEMER 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017-2457 Tel: (213)891-0700 Fax: (213)896-0400 Attorneys for El Camino Real Estate Holdings et al. can be reached at: Michael J. Weiland, Esq. Kyra E. Andrassy, Esq. 650 Town Center Drive, Suite 950 Costa Mesa, CA 92626 E-mail: mweiland@wgllp.com kandrassy@wgllp.com About Auto Orange II Auto Orange II, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on Nov. 21, 2013. The Debtor estimated $10 million to $50 million in assets and liabilities. The Debtor is represented by James D. Zhou, Esq., at the Law Offices of Zhou and Chini, in Irvine, California. The petition was signed by Barry Baptiste, president of the company. Judge Catherine E. Bauer presides over the case. AUTO ORANGE: Files Amended List of 2 Top Unsecured Creditors ------------------------------------------------------------ Auto Orange II LLC submitted a list that identifies its top two unsecured creditors. The creditors are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Franchise Tax Board Unknown PO Box 2952 Sacramento, CA 95812 Internal Revenue Services Unknown PO Box 7346 Philadelphia, PA 19114 Meanwhile, the U.S. Trustee was slated to convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Auto Orange II, LLC, on January 30, 2014, at 1:30 p.m. About Auto Orange II Auto Orange II, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on Nov. 21, 2013. The Debtor estimated $10 million to $50 million in assets and liabilities. The Debtor is represented by James D. Zhou, Esq., at the Law Offices of Zhou and Chini, in Irvine, California. The petition was signed by Barry Baptiste, president of the company. Judge Catherine E. Bauer presides over the case. AUTO ORANGE: Files Schedules of Assets and Liabilities ------------------------------------------------------ Auto Orange II, LLC, filed with the Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $12,700,000 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,098,621 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL $12,700,000 $10,098,621 About Auto Orange II Auto Orange II, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on Nov. 21, 2013. The Debtor estimated $10 million to $50 million in assets and liabilities. The Debtor is represented by James D. Zhou, Esq., at the Law Offices of Zhou and Chini, in Irvine, California. The petition was signed by Barry Baptiste, president of the company. Judge Catherine E. Bauer presides over the case. AQUA FOODS CRAWFISH: Foreclosure Auction Today ---------------------------------------------- Real and personal property of Aqua Foods Crawfish, LLC, will be offered for sale, for cash, at a public auction to the last and highest bidder, with benefit of appraisement at the principal front door of the Courthouse of the Parish of Evangeline at Ville Platte, Louisiana, today, Feb. 5, 2014, at 10:00 a.m. The sale won't include all accounts receivables and live crawfish inventory. Proceeds of the sale will be used to pay and satisfy a WRIT OF SEIZURE AND SALE dated Oct. 25, 2013, issued out of the Honorable Thirteenth Judicial District Court in and for the Parish of Evangeline, Louisiana in the case, LONE STAR. FLCA VS AQUA FOODS CRAWFISH, LLC, AND DWAYNE T. LEJEUNE, CIVIL DOCKET NO. 74417. Aqua Foods owes Lone Star $471,698, including interests and penalties. Sheriff Eddie Soileau has seized and taken into possession the property. BAN AM EXPRESS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Ban Am Express Inc. 801 S. Dixie Highway Cave City, KY 42127 Case No.: 14-10112 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Western District of Kentucky (Bowling Green) Judge: Hon. Joan A. Lloyd Debtor's Counsel: Mark H. Flener, Esq. MARK H. FLENER P.O. Box 8 1143 Fairway Street, Suite 101 Bowling Green, KY 42102-0008 Tel: (270) 783-8400 Fax: (270) 783-8873 Email: mark@flenerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by M.M. Rahman, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. BEES FERRY: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Bees Ferry Landing LLC 101 Tuscany Way Greer, SC 29650 Case No.: 14-00667 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Judge: Hon. Helen E. Burris Debtor's Counsel: Randy A. Skinner, Esq. SKINNER LAW FIRM, LLC 300 North Main Street, Suite 201 Greenville, SC 29601 Tel: (864) 232-2007 Fax: (864) 232-8496 Email: main@skinnerlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Theodore J. Siachos, managing member. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/scb14-667.pdf BIOSCRIP INC: Term Loan Amendment No Impact on Moody's B3 CFR ------------------------------------------------------------- Moody's Investors Service said that BioScrip, Inc.'s credit agreement amendment to its existing term loan and pending sale of the company's Home Health business are credit positive, but do not impact the B3 Corporate Family Rating or the stable outlook. The principal methodology used in this rating was the Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Elmsford, New York, BioScrip, Inc. is a national provider of home infusion, home healthcare and pharmacy benefit management ("PBM") services. The company's clinical management programs and services provide access to prescription medications and home health services for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. As of November 12, 2013, BioScrip had a total of 117 locations across 29 states, encompassing 33 home nursing locations and 84 home infusion locations, including two contract affiliated infusion pharmacies. For the twelve months ended September 30, 2013, BioScrip generated total reported revenues of approximately $779 million. BOOZ ALLEN: Special Dividend No Impact on Moody's 'Ba3' CFR ----------------------------------------------------------- Moody's Investors Service said that Booz Allen Hamilton Holding Corporation's (parent of Booz Allen Hamilton Inc.) recent announcement that it has declared a second consecutive $1.00 per share special dividend is a credit negative event. However, Booz Allen's ratings including its Ba3 Corporate Family Rating, SGL-1 Speculative Grade Liquidity Rating and stable outlook are unaffected. Booz Allen Hamilton ("Booz Allen") is a provider of management and technology consulting services to the U.S. government in the defense, intelligence and civil markets. Booz Allen is headquartered in McLean, Virginia, and reported revenues of approximately $5.6 billion for the last twelve months ended December 31, 2013. BORDERS GROUP: Plan Distributions Not Stayed Pending Appeal ----------------------------------------------------------- District Judge Shira A. Scheindlin denied the request of Eric Beeman, Jane Freij, and Robert Traktman, holders of unused Borders Group gift cards, to (1) certify a direct appeal from an order of Bankruptcy Judge Martin Glenn permitting a second interim distribution under the confirmed Plan, to the Court of Appeals pursuant to 28 U.S.C. Section 158(d)(2); and (2) stay interim distributions pending disposition of their appeals. Judge Scheindlin said Beeman et al. have not demonstrated that even a class of gift card holders would suffer irreparable harm if a stay of all future distribution is not issued while the appeal or the appeals before the Second Circuit are pending. By Sept. 30, 2013, the BGI Creditors' Liquidating Trust had distributed $91 million out of the $100 million authorized under two interim distribution orders, including roughly $86 million to 1,700 holders of unsecured claims. As of the same date, the Trust held an aggregate cash balance of approximately $22.9 million. When Borders and its affiliates filed their chapter 11 bankruptcy petitions in February 2011, they intended to reorganize through a sale of their business as a going concern to a third party. To that end, they sought and received authorization from Judge Glenn to continue customer programs, such as gift cards. As of June 2011, Borders' "books and records indicated the existence of approximately 17.7 million outstanding gift cards with unredeemed balances aggregating approximately $210.5 million." The proposed sale of Borders' business as a going concern was unsuccessful. As a result, Borders sought and received approval to sell its stores and intellectual property assets. As of Sept. 27, 2011, all e-commerce transactions on the Debtors' Web site ceased, including the processing and honoring of gift-cards." Just prior to the effective date, Beeman and Freij sought leave to file untimely proofs of claim based on the amounts remaining on their gift cards. Beeman and Freij also moved to certify a class of gift card holders. In February 2012, Traktman filed an untimely proof of claim relating to his gift card. Judge Glenn denied both motions, and later sustained the Trust's objection to Traktman's untimely claim and disallowed it. Appeals from these orders were assigned to Judge Carter. In September 2012, the Trust sought authorization to make interim distributions pursuant to the Plan of up to $75 million to holders of allowed general unsecured claims. Beeman et al. objected to the proposed First Distribution Motion, and separately moved to stay all interim distributions pending resolution of their then- pending appeals. On Nov. 5, 2012, Judge Glenn entered orders granting the Trustee's motion and denying stay relief. Judge Glenn held that Beeman et al.'s request for a stay was more akin to a collateral attack on a confirmed, substantially consummated plan, which is prohibited by 11 U.S.C. sections 1127(b) and 1144. He reasoned that: "Granting the requested relief would necessarily interfere with the Liquidating Trustee's ability to carry out the provisions of the Plan requiring it to make scheduled interim distributions, and the Claimants' ultimate goal -- allowing a class of gift-card holders to file untimely proofs of claims -- would result in a substantial redistribution of estate assets long after confirmation of the Plan. The Court therefore considers the Gift-Card Claimants' Motion to be an action to revoke the confirmed chapter 11 Plan." While the appeals were still pending, the Trust sought authorization for a second interim distribution of an additional $25 million. Beeman et al. filed an objection, arguing that Judge Glenn should delay ruling on the motion to ensure that sufficient funds remained in the Trust to satisfy gift card claims in the event that Judge Carter reversed the prior orders. Beeman et al.'s did not separately move for a stay. Judge Glenn held a hearing on May 22, 2013, and deferred ruling on the motion based on the parties' assertions that Judge Carter was likely to decide the appeals in a matter of weeks. That same day, Judge Carter issued his decision dismissing the appeals as equitably moot. On May 23, 2013, Judge Glenn entered the Second Distribution Order. Beeman et al. filed a timely appeal, which was assigned to the District Court before Judge Scheindlin on Aug. 16, 2013. On Aug. 19, 2013, the Trust et al. filed a letter indicating that they intended to make a motion seeking to have the appeal assigned to Judge Carter. On Aug. 28, 2013, Beeman et al. responded that transferring the case to Judge Carter was not warranted because the appeals were no longer before him. They argued that instead of assigning the appeal to Judge Carter, the District Court should either certify a direct appeal pursuant to section 158(d)(2) or, over their objection, dismiss the appeal as equitably moot. Following a hearing, Scheindlin filed their motion for direct certification. In addition, Scheindlin request a stay of "further distributions until the matter can be ruled on by the Court of Appeals." They characterize this appeal as presenting a single issue, "[w]hether the second and subsequent interim Liquidation distributions to [ ] general [unsecured] creditors should be approved or stayed during the pendency of the" appeals before the Second Circuit. The case before the District Court is, ERIC BEEMAN, JANE FREIJ, AND ROBERT TRAKTMAN, Appellants, v. BGI CREDITORS' LIQUIDATING TRUST AND CURTIS R. SMITH, in his capacity as the Liquidating Trustee, Appellees, No. 13 Civ. 5754 (SAS) (S.D.N.Y.). A copy of Judge Scheindlin's Jan. 28 Opinion and Order is available at http://is.gd/8TMGKLfrom Leagle.com. Clinton A. Krislov, Esq., and Kenneth T. Goldstein, Esq., at Krislov & Associates, Ltd., in Chicago, Illinois; and Jay Teitelbaum, Esq., at Teitelbaum & Baskin, LLP, in White Plains, New York, represent Beeman et al. Bruce Buechler, Esq., Bruce S. Nathan, Esq., and Andrew Behlmann, Esq., at Lowenstein Sandler LLP, represent the BGI Creditors' Liquidating Trust and Curtis R. Smith, in his capacity as the Liquidating Trustee. About Borders Group Borders Group operated book, music and movie superstores and mall based bookstores under the Borders, Waldenbooks, Borders Express and Borders Outlet names, as well as Borders-branded airport stores in the United States. At Jan. 29, 2011, the Company operated 639 stores in the United States and 3 in Puerto Rico. The Company also operated a proprietary e-commerce Web site -- http://www.Borders.com/-- launched in May 2008, which included both in-store and online e-commerce components. As of Feb. 11, 2011, Borders employed a total of 6,100 full-time employees, 11,400 part-time employees, and roughly 600 contingent employees. Borders Group Inc. and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in Manhattan on Feb. 16, 2011. David M. Friedman, Esq., David S. Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as counsel to the Debtors. Jefferies & Company's Inc. served as the financial advisor. DJM Property Management is the lease and real estate services provider. AP Services LLC served as the interim management and restructuring services provider. The Garden City Group, Inc., acted as the claims and notice agent. Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein LLP, served as counsel to the DIP Agents. Lowenstein Sandler represented the official unsecured creditors committee for Borders Group. The Debtor disclosed $1.28 billion in assets and $1.29 billion in liabilities as of Dec. 25, 2010. Borders selected proposals by Hilco and Gordon Brothers to conduct going out of business sales for all stores after no going concern offers of higher value were submitted by the deadline. In January 2012, Borders' First Amended Joint Chapter 11 Plan of Liquidation became effective, and the Company emerged from Chapter 11 protection. The Court confirmed the Plan filed by the Debtors and the Official Committee of Unsecured Creditors at a Dec. 20, 2011 hearing. The Debtors have been renamed BGI Inc. Curtis R. Smith has been appointed as Liquidating Trustee of the BGI Creditors' Liquidating Trust. He is represented by Bruce Buechler, Esq., Bruce S. Nathan, Esq., and Andrew Behlmann, Esq., at Lowenstein Sandler LLP. BOREAL WATER: Hires Terry Johnson, CPA, as New Accountant --------------------------------------------------------- Boreal Water Collection, Inc., disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission that its former auditor, Patrick Rodgers, has declined to stand for re-election as the Company's auditor as of the year ending Dec. 31, 2013. Mr. Rodgers had been the Company's auditor for the past five years and is required by law to stand down. Mr. Rodgers' report on the Company's financial condition for both of the last two years (ending Dec. 31, 2012, and Dec. 31, 2011) did not contain an adverse opinion or disclaimer and was not qualified or modified as to uncertainties, audit scope or accounting principles. The decision to change accountants was made by the Company's Board of Directors. There were no disagreements between Mr. Rodgers and the Company regarding any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Mr. Rodgers stated in its letter to the SEC that he agrees in all respects with the statements made in the Company's Form 8-K Report. Following approval by the Board of Directors on Dec. 19, 2013, on Dec. 20, 2013, the Company engaged Terry L. Johnson, CPA, of Casselberry, Florida, as its new registered independent public accountant. During the years ended Dec. 31, 2012, and Dec. 31, 2011, and prior to Dec. 20, 2013, the Company did not consult with Mr. Johnson. About Boreal Water Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a personalized bottled water company specializing in premium custom bottled water. The Company reported a net loss of $822,902 on $2.7 million of sales in 2012, compared with a net loss of $1.3 million on $2.7 million of sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.58 million in total assets, $2.66 million in total liabilities and $918,250 in total stockholders' equity. Patrick Rodgers, CPA, in his report on the consolidated financial statements for the year ended Dec. 31, 2012, expressed substantial doubt about Boreal Water Collection, Inc.'s ability to continue as a going concern, citing that the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. The company reported a net loss of $822,902 on $2.68 million of sales for the year ended Dec. 31, 2012, compared to a net loss of $1.28 million on $2.66 million of sales in Dec. 31, 2011. BRIGHTER CHOICE: Fitch Affirms BB+ Rating on $17MM Revenue Bonds ---------------------------------------------------------------- Fitch Ratings affirms the 'BB+' rating on approximately $17.3 million in (IDA) civic facility revenue bonds for the City of Albany (City) Industrial Development Agency. The bonds are issued on behalf of the Brighter Choice Charter School for Boys and for Girls, jointly known as the Brighter Choice Charter Schools (BCCS). The Rating Outlook is revised to Negative from Stable SECURITY Civic facility revenue bonds (the bonds) are a general obligation of BCCS and are payable from gross revenues comprised mainly of state mandated school district per-pupil aid payments. Bondholder protections include a cash funded reserve equal to maximum annual debt service on the bonds; a per-pupil aid payment cash flow fund equal to two months of debt service and a $125,000 repair and replacement account and a first mortgage lien on the two school facilities. KEY RATING DRIVERS NEGATIVE OUTLOOK: The Negative Outlook reflects BCCS' weakened operating performance for fiscal 2013 driven largely by increased staffing costs and reduction in per pupil revenues. Improvement in operating performance will require expense management which Fitch believes will be challenging as the schools target cost bearing initiatives to improve academic performance. Inconsistent financial performance and a weak liquidity position continue to limit the school's rating to the speculative grade category. COVERAGE LEVELS DECLINE: Weaker fiscal 2013 operations reduced BCCS' margin and coverage from net income which declined to 1.02x from 1.20x in fiscal 2012. BCCS' DSC covenant of 1.10x was not met for fiscal 2013 which will necessitate the school to retain a consultant to remediate the covenant violation. DEBT BURDEN JUST MANAGEABLE: Both, BCCS' MADS burden, which consumed 14.1% of FY2013 unrestricted operating revenue and the long term debt to net income ratio of 13.8x, are marginally weaker than fiscal 2012 but expected to improve for fiscal 2014. BRIGHTER CHOICE FOUNDATION (BCF): BCCS, BCF's first schools in the city, are part of the Albany Charter School Network. Nine participant schools benefit from the foundation's oversight, education policy research, lobbying efforts, fundraising ability, operational and management support from the foundation. RATING SENSITIVITIES OPERATIONAL IMPROVEMENT REQUIRED: Growth in operational surplus and improvement in margin is required to stabilize the rating. Further detraction from the margin and inability to balance operations will likely result in a downgrade. IMPROVED ACADEMIC PERFORMANCE NECESSARY: BCCS' inability to improve student performance in the coming year under the Common Core curriculum may affect the schools' charter renewal due in June of 2015. A renewal short of a full five years would in Fitch's opinion, pressure the current rating. CHARTER SCHOOL SECTOR RISKS: A limited financial cushion; substantial reliance on enrollment-driven, per pupil funding; and charter renewal risk, are credit concerns common among all charter school transactions that, if pressured, could negatively impact the rating over time. CREDIT PROFILE BCCS opened in 2002 with a stated mission to provide a public school alternative for students from economically disadvantaged families. BCCS continues to benefit from a strong relationship with BCF, a private not-for-profit entity created to provide financial and programmatic support of its charter schools in the city of Albany. NEGATIVE OPERATING MARGINS DRIVE WEAKER DS COVERAGE BCCS' margin trend has fluctuated over the past five years. Fiscal 2013' margin, negative 1.2%, was a result of added staffing expenses and a lower student count (by plan) than fiscal 2012. BCCS' previous outlook anticipated a positive margin for fiscal 2013. This unanticipated weaker margin is reflected in the negative outlook. Fiscal 2014 results are expected to be improved with a light surplus; however, the ability to consistently generate operational surpluses is required to stabilize the current rating. The school's fiscal 2013 operating loss (on a GAAP basis) of $105,000, provided net income available sufficient to cover just 1.02x annual debt service calculated at $1.25 million for FY2013. BCCS did not meet its DS coverage covenant of 1.10x in FY2013 and will consequently be required to retain a consultant this operating cycle. The covenant violation did not trigger an event of default. The debt burden for BCCS is relatively unchanged at a relatively moderate 14.1% of unrestricted operating revenue, reflecting MADS payable in 2015. BCCS' total long term debt accounted for 13.8x net income available for debt service in fiscal 2013. This ratio calculates the number of fiscal cycles required to fully retire long term debt assuming use of entire operational surplus to pay down outstanding principal. ENROLLMENT AT CAPACITY BCCS' enrollment figures grew to over full capacity in the 2011- 2012 school year to 553 students. Classes were trimmed in fiscal 2013 and student size totaled 545, reflecting a manageable student count. For fall of 2013 the schools enrolled 546 students. BCCS has an actively managed wait list that strategically oversubscribes each grade by 10% of capacity to counter possible student attrition. Additionally, a high percentage of BCCS graduates (80%) enroll in the Brighter Choice Middle Schools located across the street from the Elementary schools. This ensures that the benefit of the elementary instructional program is extended to the middle schools. WEAK LIQUIDITY A CONCERN BCCS' available funds as of June 30, 2013, or cash and investments not restricted, declined precipitously to $61,000 from $851,000 in fiscal 2012. This drop was primarily a consequence of late payments by the school districts. During the year, these payments 'true up' the cash levels for BCCS; the schools use funds on hand to cover expenses while awaiting per pupil funds. However, at fye 2013, the late remittance of funds caused recorded balance sheet resource levels to decline. For the first quarter fiscal 2014, BCCS had cash balances of over $700,000, indicating the receipt of payments post the close of the school year. Nevertheless, FY2013 liquidity levels were quite weak with unrestricted cash and equivalents equating to less than 1% of either operating expenses or long term debt. BUFFET PARTNERS: Furr's Fresh Buffet Seeks Bankruptcy Protection ---------------------------------------------------------------- Buffet Partners, L.P ., d/b/a as Furr's Fresh Buffet, on Feb. 4 disclosed that it has filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the Northern District of Texas. The Company will continue to operate in the ordinary course of business as "debtor-in-possession" under the jurisdiction of the Bankruptcy Court. All 29 of the company's store locations will remain open, as well as the Lubbock-based Dynamic Foods operation, which provides food and menu items to both Furr's stores and third-party customers. "We have and will continue to deliver on our reputation of delivering a wide variety of quality meals served with personalized service at an affordable price", said Barry M. Barron Sr, Chief Executive Officer of Furr's, "but with the challenges facing our industry and the liquidity constraints due to our indebtedness and the recent ice storm, we need to explore options to restructure our debt, recapitalize, and position ourselves for future growth." Furr's intends to work with all key constituents in its restructuring process to maximize its asset value and to exit Chapter 11 in the quickest and most efficient manner possible. Furr's is being advised by John E. Mitchell of Baker & McKenzie as legal counsel, and by Bridgepoint Consulting as its financial advisor. About Buffet Partners Furr's Fresh Buffet -- http://www.furrs.net-- is a well- recognized, value-oriented restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a rich, 65+ year operating history and strong brand awareness, Furr's operates straight-line and scatter-bar buffet units that feature a wide variety of "all-you-can-eat," "home-cooked," high quality foods served with personalized service at an affordable price. The Company enjoys a unique competitive advantage through its Dynamic Foods division, a fully integrated food processing, manufacturing, warehousing and distribution operation centrally located in Lubbock, Texas, that services Furr's restaurants and a host of external customers. CASH STORE: Gordon Reykdal Stake at 20.8% as of Dec. 31 ------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Gordon J. Reykdal and his affiliates disclosed that as of Dec. 31, 2013, they beneficially owned 3,648,200 shares of common stock of The Cash Store Financial Services Inc. representing 20.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/DbB3XT 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 restated, the Company reported a net loss and comprehensive loss of $43.52 million on $187.41 million of revenue for the year ended Sept. 30, 2012, as compared with a net loss of $43.08 million as originally reported. The Company's restated balance sheet at Sept. 30, 2012, showed $202.44 million in total assets, $168.92 million in total liabilities and $33.51 million shareholders' equity. * * * As reported in the Feb. 8, 2013 edition of the TCR, Standard & Poor's Ratings Services lowered its issuer credit rating on Cash Store Financial (CSF) to 'CCC+' from 'B-'. The outlook is negative. "The downgrades follow a proposal by the payday loan registrar in Ontario to revoke CSF's payday lending licenses and CSF's announcement that it has discontinued its payday loan product in the region," said Standard & Poor's credit analyst Igor Koyfman. The company's businesses in Ontario, which account for approximately one-third of its store count, will begin offering a new line of credit product to its customers. S&P believes this is to offset the loss of its payday lending product; however, this is a relatively new product, and S&P believes that it will be challenging for the company to replace its lost earnings from the payday loan product. S&P also believes that the registrar's proposal could lead to similar actions in other territories. As reported by the TCR on May 22, 2013, Moody's Investors Service downgraded the Corporate Family Rating and senior unsecured debt rating of Cash Store Financial Services to Caa1 from B3 and assigned a negative outlook. According to Moody's, CSFS remains unprofitable on both the pretax and net income lines and prospects for return to profitability are unclear. CENGAGE LEARNING: Reaches Deal on Amended Plan ---------------------------------------------- Cengage Learning, Inc. on Feb. 3 disclosed that Cengage Learning (including certain domestic affiliates) have reached an agreement with the company's major financial stakeholders and creditors regarding the terms of an amended Plan of Reorganization that will allow Cengage Learning to restructure its balance sheet and significantly reduce its outstanding debt to position the company for long-term growth and profitability. Importantly, the amended Plan, which will modify a previously filed plan of reorganization, incorporates a global settlement between and among Cengage Learning, holders of a super-majority of the company's first lien, second lien and unsecured debt, its existing primary equity holder and the Official Committee of Unsecured Creditors, and thus assures the necessary support from key creditor groups for confirmation of Cengage Learning's Plan in March 2014. The global settlement was reached through a mediation process conducted by the Honorable Robert D. Drain of the U.S. Bankruptcy Court, Southern District of New York. The detailed terms of the global settlement will be incorporated into a supplemental Disclosure Statement and amended Plan that will be filed for Court approval in the near-term. Michael Hansen, Chief Executive Officer of Cengage Learning, said, "We are pleased to have reached this agreement and gained the support of all of Cengage Learning's most significant creditors for our Plan of Reorganization, giving us a clear path to the successful completion of our financial restructuring. Under the Plan, Cengage Learning will have a new capital structure with a substantially stronger balance sheet and greater financial flexibility to accelerate our growth. We are excited about the opportunities resulting from the ongoing transformation of our business to digital products and services and the high-quality educational content we are providing to our users and customers." Under the terms of the global settlement, which remains subject to Court approval, the Plan will eliminate more than $4 billion of Cengage Learning's approximately $5.8 billion of outstanding funded debt. Cengage Learning also will secure exit financing of approximately $1.75 billion to $2.0 billion, of which approximately $250 million will be an undrawn revolving credit facility upon the company's completion of its financial restructuring. In addition, the current first lien lenders will receive a substantial majority of the equity of the reorganized company and second lien creditors and unsecured creditors will share in $225 million in cash or stock based on total enterprise value of $3.6 billion, at their election. As part of the settlement, pending litigation among the parties who are signatories to the Plan Support Agreements is stayed and will be dismissed upon confirmation of the Plan, which will contain certain releases among the settling parties. More information about Cengage Learning's restructuring, including the Term Sheet and Plan Support Agreement, is available at www.cengage.com/restructuring The Term Sheet and Plan Support Agreement, as well as other court filings and claims information, are available at www.cengagecaseinfo.com Information is also available toll-free at +1-800-654-4134. The financial restructuring by Cengage Learning was initiated on July 2, 2013, by the filing of voluntary petitions for reorganization under Chapter 11 with the United States Bankruptcy Court for the Eastern District of New York. Cengage Learning's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its restructuring advisor is Alvarez & Marsal, and its financial advisor is Lazard. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. Apax Partners LLP bought Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion transaction. The acquisition was funded in part with $5.6 billion in new debt financing. Cengage Learning Inc. filed a petition for Chapter 11 reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2, 2013, in Brooklyn, New York, after signing an agreement where holders of $2 billion in first-lien debt agree to support a reorganization plan. The plan will eliminate more than $4 billion of $5.8 billion in debt. First-lien lenders who signed the so-called plan-support agreement include funds affiliated with BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second- lien creditors and holders of unsecured notes aren't part of the agreement. The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard Freres & CO. LLC as financial advisor, Alvarez & Marsal North America, LLC, as restructuring advisor, and Donlin, Recano & Company, Inc., as claims and notice agent. Hilco Valuation Services, LLC, serve as valuation consultants to the Debtors. The Debtors filed a Joint Plan of Reorganization and Disclosure Statement dated Oct. 3, 2013, which provides that the Debtors took extreme care to advance and protect the interest of unsecured creditors -- including seeking to protect four primary sources of potential recoveries for unsecured creditors and providing them with appropriate time to conduct diligence, and discuss their conclusions on, among other things, the value of those sources of potential recoveries. CLOUD MEDICAL: Posts $414K Net Income in March 31 Quarter --------------------------------------------------------- Cloud Medical Doctor Software Corporation filed on Jan. 23, 2014, with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended March 31, 2012. The late-filed Form 10-Q posted net income of $414,427 on $216,685 of revenues for the three months ended March 31, 2012, as compared with a net loss of $175,527 on $0 of revenues for the same period a year ago. For the six months ended March 31, 2012, the Company reported net income of $363,013 on $216,685 of revenues as compared with a net loss of $193,317 on $0 of revenues for the same period during the previous year. As of March 31, 2012, the Company's balance sheet showed $1.23 million in total assets, $366,475 in total liabilities and $867,491 in total stockholders' equity. The Company said that material weaknesses in financial reporting were: a. The inability of the Company to prepare and file its financial statements timely due to its limited financial and personnel resources and delays in the Company's ability to respond to SEC inquiries regarding financial and accounting presentation. Further, the Company is delinquent in filings for fiscal year ended 2012 through 2013. b. There were no changes in the Company's internal control over financial reporting that occurred during the six months ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. c. It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. A copy of the Form 10-Q is available for free at: http://is.gd/dlwui8 About Cloud Medical Henderson, Nev.-based Cloud Medical Doctor Software Corporation introduced in 2011 the Cloud-MD Office, a "Cloud Based", 5010 and ICD-10 compliant, fully integrated and interoperable suite of medical software and services, designed by experienced healthcare analysts and programmers for healthcare providers, that produces "Actionable Information" to help Independent Physician Practices, New Care Delivery Models (ACO), Healthcare Systems and Billing Services optimize a wide range of business processes resulting in Increased Profits, Higher Quality, Greater Efficiency, Noticeable Cost Reductions and Better Patient Care. Current software product offerings include Practice Management, Electronic Medical Records, Revenue Management, Patient Financial Solutions, Medical and Pharmaceutical Supply Management, Claims Management and PHI Exchange. Cloud Medical posted net income of $318,879 on $487,703 of revenues for the year ended Sept. 30, 2012, as compared with a net loss of $356,629 on $0 of revenues for fiscal year 2011. As of Sept. 30, 2012, the Company had $1.07 million in total assets, $277,090 in total liabilities and $801,745 in total stockholders' equity. GBH CPAs, PC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012. The independent auditors noted that Cloud Medical Doctor Software Corporation has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "The independent auditor's report on our financial statements for the year ended September 30, 2012 contains explanatory language that substantial doubt exists about our ability to continue as a going concern. We have an accumulated deficit at September 30, 2012 of $25,911,091 and need additional cash flows to maintain our operations. We depend on the continued contributions of our executive officers to finance our operations and need to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of our products and business. If we are unable to obtain sufficient financing in the near term or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have to curtail or cease our operations altogether. If we curtail our operations or cease our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares," the Company said in the Annual Report for the period ended Sept. 30, 2012. CHINA SHIANYUN: Amends Disclosures in Response to SEC Comments -------------------------------------------------------------- China Green Creative, Inc., filed an amendment No. 1 to its annual report on Form 10-K for the period ended Dec. 31, 2012, pursuant to a SEC comment letter dated Dec. 17, 2013, to amend certain disclosures in the Form 10-K filed with the SEC on April 15, 2013. Pursuant to the SEC comments, changes and revisions have been made to the following items: Item 8 Financial Statements and Supplemental Financial Data, Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. On Jan. 30, 2013, the Company dismissed Madsen & Associates CPA's, Inc (Madsen) as its independent registered accounting firm. Madsen reported on the Company's financial statements for the years ended Dec. 31, 2011, and 2010. Their opinion did not contain an adverse opinion or a disclaimer of opinion, and was not qualified as to uncertainty, audit scope, or accounting principles but was modified as to a going concern. From Jan. 3, 2010, when Madsen was engaged, through the dismissal of Madsen on Jan. 30, 2013, there were no disagreements between the Company and Madsen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Madsen would have caused Madsen to make reference to the subject matter of the disagreements in connection with its reports. Immediately following the dismissal of Madsen, the Company's Board of Directors commenced contacting and interviewing other auditors in order to engage another firm as the Company's independent auditor. Effective Jan. 30, 2013, the Company's engaged Albert Wong & Co as the Company's new Independent registered public accounting firm. The decision to engage Albert Wong & Co was approved by the Company's board of directors. During its two most recent fiscal years, and during any subsequent interim period prior to the date of Albert Wong & Co's engagement, the Company did not consult the new auditor regarding either: (i) the application of accounting principles to a proposed or completed specified transaction, or the type of audit opinion that might be rendered, and neither a written report nor oral advice was provided that was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or reportable event within the meaning set forth in Regulation S-K, Item 304 a(1)(iv) or (a)(1)(v). A copy of the Form 10-K/A is available for free at: http://is.gd/OK2Rb5 About China Shianyun China Shianyun Group Corp., Ltd., a Nevada Corporation, was incorporated on Aug. 17, 2006, under the name of Glance, Inc. On Jan. 21, 2009, the Company changed its name to China Green Creative, Inc. CGC and its subsidiaries are principally engaged in the distribution of consumer goods in the People's Republic of China. China Green disclosed net income of $635,873 on $6.87 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $344,901 on $1.92 million of revenue during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $6.16 million in total assets, $7.12 million in total liabilities and a $958,992 total stockholders' deficit. Madsen & Associates CPA's, Inc., 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 the Company does not have the necessary working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. COLOR STAR: Court Approves Hiring of Gardere Wynne as Counsel ------------------------------------------------------------- Color Star Growers of Colorado, Inc., Vast, Inc., and Color Star, LLC sought and obtained permission from the Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas to employ Gardere Wynne Sewell LLP as counsel, effective Dec. 15, 2013. The Debtors require Gardere Wynne to: (a) advise the Debtors of their powers and duties in the liquidation of assets of the Estates; (b) investigate pre-petition and post-petition transfers of the Debtors, and if necessary, to recover such transfers; (c) investigate the relationship between the Debtors and various entities; (d) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (e) appear before the Court, any appellate courts and the U.S. Trustee and protect the interests of the Debtors and the assets in the Estates before such courts and the U.S. Trustee; (f) assist the Debtors in the preparation of all administrative documents required to be filed or prepared in the Case, and to prepare, on behalf of the Debtors, all necessary applications, motions, answers, responses, orders, reports and other legal documents required in the Case as may otherwise be required; (g) take such actions as are necessary to preserve and protect the Estates' assets and interests therein, including prosecution of actions on the Debtors' behalf, defending any action commenced against the Estates, and representing the Estates' interests in negotiations and litigation concerning the Estates, including, without limitation, objections to claims filed against the Estates; (h) advise and assist the Debtors with any potential sale of assets; (i) investigate all potential means of preserving property rights of the Estates and actions necessary for the preservation and liquidation of assets; (j) consult with the Debtors regarding tax matters; and (k) perform any and all other legal services that may be necessary to protect the rights and interests of the Debtors and the Estates in the proceeding and any actions hereafter commenced in the Case. Gardere Wynne will be paid at these hourly rates: Marcus A. Helt $450 Evan R. Baker $290 Partners $380-$775 Associates $210-$445 Paraprofessionals $95-$220 Gardere Wynne will also be reimbursed for reasonable out-of-pocket expenses incurred. Gardere Wynne held a retainer of $43,353.61 on the Petition Date for compensation for services to be rendered in connection with these cases. Prior to the Petition Date, Gardere Wynne received $480,470.03 from the Debtors for legal services and expenses incurred since September 2013 related to a number of things, including forbearance/workout negotiations, sale and financing negotiations, general corporate, and the preparation and filing of the cases. Marcus A. Helt, a partner of Gardere Wynne, 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. Gardere Wynne can be reached at: Marcus A. Helt, Esq. GARDERE WYNNE SEWELL LLP 1601 Elm Street, Suite 3000 Dallas, TX 75201-4761 Tel: (214) 999-3000 Fax: (214) 999-4667 E-mail: mhelt@gardere.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. The Debtors estimated assets of at least $10 million and liabilities of at least $50 million. Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, serves as the Debtors' counsel. COLOR STAR: Creditors' Panel Hires Gavin/Solmonese as Advisors -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Color Star Growers of Colorado, Inc. and its debtor-affiliates seeks authorization from the Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas to retain Gavin/Solmonese, LLC as financial advisors to the Committee, effective Jan. 14, 2014. The Committee requires Gavin/Solmonese to: (a) provide general advice to the Committee with respect to the Debtors' business operations and financial condition; (b) advise the Committee on any and all potential transactions involving the sale of the assets of the Debtors' estates; (c) provide independent analysis and related support, as required, in connection with any claims against the Debtor, and related entities, insiders and third parties; (d) advise and assist the Committee in conjunction with the formulation, negotiation, preparation or confirmation of any plan of reorganization or liquidation in this case; (e) provide expert testimony, as needed, in connection with hearings related to matters which Gavin/Solmonese has advised the Committee; and (f) provide other financial advisory and related consulting services in this chapter 11 case as reasonably requested by the Committee. Gavin/Solmonese will be paid at these hourly rates: Edward T. Gavin, CTP $600 Wayne P. Weitz $475 Luke D. Snyder $375 Managing Directors & Principals $475-$650 Consultants, Directors & Senior Directors $200-$450 Clerical & Paraprofessional Staff $75-$200 Gavin/Solmonese will also be reimbursed for reasonable out-of- pocket expenses incurred. Edward T. Gavin, managing director and founding partner of Gavin/Solmonese, 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 Eastern District of Texas will hold a hearing on the application on March 3, 2014, at 3:30 p.m. Gavin/Solmonese can be reached at: Edward T Gavin, CTP GAVIN/SOLMONESE LLC 919 N Market St Ste 600 Wilmington, DE 19801-3037 Tel: (484) 432-3430 Fax: (302) 655-6063 E-mail: ted.gavin@gavinsolmonese.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. The Debtors estimated assets of at least $10 million and liabilities of at least $50 million. Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, serve as the Debtors' counsel. COLOR STAR: Creditors' Panel Hires Munsch Hardt as Attorneys ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Color Star Growers of Colorado, Inc. and its debtor-affiliates seeks authorization from the Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas to retain Munsch Hardt Kopf & Harr, PC as attorneys to the Committee, effective Jan. 14, 2014. The Committee requires Munsch Hardt to: (a) assist, advise, and represent the Committee with respect to the administration of the Bankruptcy Cases; (b) provide all necessary legal advice with respect to the Committee's powers and duties; (c) assist the Committee in working to maximize the value of the Debtors' assets for the benefit of the Debtors' unsecured creditors; (d) assist the Committee with respect to evaluating and negotiating a plan of reorganization or a plan of liquidation and, if necessary, either challenging or supporting as appropriate, the confirmation of a plan and the approval of an associated disclosure statement; (e) conduct any investigation, as the Committee deems appropriate, concerning, among other things, the assets, liabilities, financial condition and operating issues of the Debtors; (f) commence and prosecute any and all necessary and appropriate actions and proceedings on behalf of the Committee in the Bankruptcy Cases; (g) prepare, on behalf of the Committee, necessary applications, pleadings, motions, answers, orders, reports and other legal papers; (h) communicate with the Committee's constituents and others as the Committee may consider necessary or desirable in furtherance of its responsibilities; (i) appear in Court and representing the interests of the Committee; and (j) perform all other legal services for the Committee which are appropriate, necessary and proper in connection with the Bankruptcy Cases. Munsch Hardt will be paid at these hourly rates: Raymond J. Urbanik, Shareholder $475 Deborah M. Perry, Shareholder $400 Thomas Berghman, Associate $240 Isaac J. Brown, Associate $225 Audrey Monlezun, Paralegal $200 Shareholders $325-$695 Associates $200-$365 Paralegals $160-$260 Munsch Hardt will also be reimbursed for reasonable out-of-pocket expenses incurred. Raymond J. Urbanik, shareholder of Munsch Hardt, 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 Eastern District of Texas will hold a hearing on the application on March 3, 2014, at 3:30 p.m. Munsch Hardt can be reached at: Raymond J. Urbanik, Esq. MUNSCH HARDT KOPF & HARR, PC 500 N. Akard Street, Suite 3800 Dallas, TX 75201 Tel: (214) 855-7590 Fax: (214) 978-4374. E-mail: rurbanik@munsch.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. The Debtors estimated assets of at least $10 million and liabilities of at least $50 million. Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, serve as the Debtors' counsel. CONNECTICUT HEALTHBRIDGE: Permanent Rejection of Expired CBAs OK'd ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey on Feb. 3 granted approval under 11 U.S.C. Section 1113(c) for five Connecticut HealthBridge managed health care centers (Centers) to permanently reject their expired collective bargaining agreements and continue operations. The Centers had filed for Chapter 11 bankruptcy protection on Feb. 24, 2013, and the union that represents the workforces of the Centers -- New England Health Care Employees Union, District 1199, SEIU -- opposed the Centers' request. Following the Feb. 3 ruling, Ed Remillard, spokesperson for the Centers, issued the following statement: "The Centers are deeply gratified that the court has recognized the necessity for the permanent rejection of the expired collective bargaining agreements. It was with great regret that the Centers filed for bankruptcy protection, but the stark reality is that they are not economically viable under the terms of their expired contracts with the New England Health Care Employees Union, District 1199. "Throughout the past 11 months, the Centers have continued to make the excellent care and safety of the Centers' residents their top priority, and [Mon]day's ruling is a critical step in the Centers' pursuit of its efforts to reorganize and emerge from bankruptcy. "As we have stated previously, during these challenging economic times responsible businesses can no longer yield to totally unrealistic union bargaining demands, in this case those of the SEIU, that come from a universe totally out of touch with today's economic facts." The bankruptcy filing pertains only to the five unionized Connecticut Centers, and does not apply to either HealthBridge Management, LLC itself or other health care centers managed by HealthBridge Management, LLC. Each of the five centers is a sub-acute and long-term nursing care facility for the elderly in Connecticut. The facilities are: Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. The Centers filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code on Feb. 24, 2013, in order to implement a plan to create a competitive and durable cost structure. The plan includes gaining relief from unsustainable union pension and medical benefits costs and other restrictive Union labor agreements that hamstring the Centers' flexibility and competitiveness. CROSSROAD STATION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Crossroad Station LLC 61295 Mountain Breezes Ct Bend, OR 97702 Case No.: 14-30557 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court District of Oregon Judge: Hon. Elizabeth L Perris Debtor's Counsel: Joseph A Field, Esq. FIELD JERGER LLP 621 SW Morrison St #1225 Portland, OR 97205 Tel: (503) 228-9115 Email: joe@fieldjerger.com Total Assets: $3.52 million Total Liabilities: $3.53 million The petition was signed by David L. Howland, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/orb14-30557.pdf DAER HOLDINGS: Iberiabank May Foreclose on Villarreal Mansion ------------------------------------------------------------- District Judge James S. Moody, Jr., in Tampa, Florida, granted Iberiabank's request to foreclose its mortgage liens and security interests in the 38,000-square foot mansion known as the Villarreal Mansion located at 16229 Villarreal, De Avila, Tampa, Florida 33613. Terri L. Steffen and her husband, Paul Bilzerian (or their family), occupied the Villarreal Mansion for many years, through multiple bankruptcies and title transfers. DAER Holdings LLC currently holds legal title to the Villarreal Mansion. In late 2006, the Tampa bankruptcy court approved a public Section 363 sale of the Villarreal Mansion in the chapter 11 proceeding titled In re Guerrini Family Limited Partnership, LLP, Case No. 8:06-bk- 05383-MGW. DAER had the highest bid at the Section 363 sale. DAER financed its purchase with a $5.5 million first mortgage loan from Century Bank. That loan was evidenced by a full set of loan documents that included a promissory note signed by DAER and Michael Peters and a duly recorded mortgage granting Century Bank a first mortgage lien. On March 28, 2008, Century Bank issued a $750,000 second mortgage loan to DAER to pay expenses associated with the Villarreal Mansion. That loan is evidenced by another full set of loan documents that included a promissory note signed by DAER, an unconditional guaranty signed by Peters, a duly recorded mortgage granting Century Bank a second mortgage lien, a security agreement granting a security interest in the furnishings of the Villarreal Mansion, and an assignment of rents. DAER and Peters failed to make the loan payments due September 28, 2009, and October 1, 2009, and they have made no further loan payments. In November 2009, the State of Florida Office of Thrift Supervision closed Century Bank and the FDIC-R took control as its receiver. On November 13, 2009, Iberiabank and the FDIC-R entered into a Purchase and Assumption Agreement, whereby Iberiabank purchased the first and second loan documents. On or about March 29, 2010, and May 19, 2010, respectively, Iberiabank accepted assignments of the loan documents. On July 20, 2010, Iberiabank accelerated both loans under the terms of the loan documents. In September 2010, Iberiabank filed the instant action in Florida state court to foreclose its mortgage liens and security interests. In 2012, Iberiabank joined the United States of America, Steffen, Bilzerian, and the Bankruptcy Trustee as Defendants to the amended foreclosure complaint. On December 20, 2012, the United States of America removed the action to the District Court. The case is, IBERIABANK, a Louisiana banking corporation, as successor in interest to Century Bank, FSB, Plaintiff, v. DAER HOLDINGS, LLC, a Florida corporation, et al., Defendants, Case No. 8:12-cv-2872-T-30MAP (M.D. Fla.). A copy of the District Court's Jan. 30, 2014 Order is available at http://is.gd/uQ2hgpfrom Leagle.com. DAVE SINCLAIR: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Dave Sinclair Lincoln-Mercury St. Peters, Inc. dba Dave Sinclair Lincoln St. Peters 4750 N. Service Rd Saint Peters, MO 63376-3959 Case No.: 14-40679 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Hon. Barry S. Schermer Debtor's Counsel: Robert E. Eggmann, Esq. DESAI EGGMANN MASON LLC 7733 Forsyth Boulevard, Suite 2075 Clayton, MO 63105 Tel: 314-881-0800 Fax: 314-881-0820 Email: reggmann@demlawllc.com - and - Thomas H. Riske, Esq. DESAI EGGMANN MASON LLC 7733 Forsyth Blvd., Suite 2075 Clayton, MO 63105 Tel: 314-881-0800 Fax: 314-881-0820 Email: triske@demlawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James Sinclair, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. DEERFIELD RETIREMENT: Files Schedules of Assets and Liabilities --------------------------------------------------------------- Deerfield Retirement Community, Inc., filed with the Bankruptcy Court for the Southern District of Iowa its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $25,000,000 B. Personal Property $2,648,215 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $43,425,000 E. Creditors Holding Unsecured Priority Claims $500 F. Creditors Holding Unsecured Non-priority Claims $25,585,283 ----------- ----------- TOTAL $27,648,215 $69,010,783 About Deerfield Retirement Community Deerfield Retirement Community, Inc., a nonprofit that owns a life care retirement community known as "Deerfield Retirement Community" located in Urbandale, Iowa. The facility is comprised of 32 townhomes and 138 independent living apartments, common areas, a residential care facility with 24 residential care living units, and a health center with 30 skilled nursing care beds. Lifespace Communities, Inc., is the sole member and provides management services in exchange for a 5% share on revenues. Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a prepackaged plan that offers to return 69% to bondholders. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million as of the bankruptcy filing. As of the Petition Date, secured bonds are outstanding in the principal amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series 2007B Bonds). The Debtor also owes Lifespace Communities, Inc., $18.5 million under a subordinated agreement and a support agreement. Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor. North Shores Consulting Inc. is the financial advisor. DEERFIELD RETIREMENT: Files Amended List of Unsecured Creditors --------------------------------------------------------------- Deerfield Retirement Community, Inc. has submitted to the Bankruptcy Court an amended list that identifies its top 20 unsecured creditors, disclosing: Entity Nature of Claim Claim Amount ------ --------------- ------------ UMB Bank, N.A. $40,925,000 Attn: Corporate Trust (25,000,000 Department secured) 2 South Broadway, Suite 600 Saint Louis MO 63102 Lifespace Communities, Support Loans $18,800,000 Inc. 100 East Grand Ave. Suite 200 Des Moines, IZ 50309 Estate of Jean Olson Contingent Refund $468,180 c/o Adrienne M. Knapp for Unit Occupancy The Ayco Co., LP 321 Broadway, P.O. Box 860 Saratoga Springs, NY 12866 Estate of Janice Davis Contingent Refund $261,000 c/o Connie Koehn for Unit Occupancy Bankers Trust 453 7th St. Des Moines, IA 50309 Estate of Pat Noyce Contingent Refund $419,530 c/o James Noyce for Unit Occupancy 905 48th Street West Des Moines, IA 50265 Estate of Robert Reid Contingent Refund $417,933 c/o James L. Sayre for Unit Occupancy 13375 University Ave. Clive, IA 50325 Estate of Margaret Contingent Refund $409,734 Kenyon for Unit Occupancy c/o Rhonda Hill 2030 NW 129th Street Clive, IA 50325 Estate of James Kempkes Contingent Refund $408,928 c/o Mark J. Kempkes for Unit Occupancy 4906 Crestmoor Dr. Des Moines, IA 50310 Estate of Frank Comfort Contingent Refund $382,500 c/o Deborah Miller for Unit Occupancy 4926 Cedar Dr. West Des Moines, IA 50266 Estate of Robert Roseland Contingent Refund $328,850 c/o Robert A. VanOrsdel for Unit Occupancy Nyemaster Goode 700 Walnut, Suite 1600 Des Moines, IA 50309 Estate of Paul From Contingent Refund $314,162 c/o Clifford S. Swartz for Unit Occupancy Brick Gentry PC 6701 Westown Pkwy., Suite 100 West Des Moines, IA 50266 Estate of Carolyn Contingent Refund $312,028 Feaster for Unit Occupancy c/o Vickey DeLuca 5087 Palermo Rd. Cincinnati, OH 45244 Estate of John Elken Contingent Refund $279,072 c/o Kent A. Reiff for Unit Occupancy U.S. Bank 520 Walnut St. Des Moines, IA 50309 Estate of Phyllis Contingent Refund $265,302 Johnson for Unit Occupancy c/o Mary Kay Smith 13778 S. Admiral Dr. Riverton, UT 84096 Estate of Beth Black Contingent Refund $264,600 c/o Bruce Black for Unit Occupancy 6150 E. Berry Greenwood Village, CO 80111 Estate Of virginia Green Contingent Refund $258,863 c/o David Green for Unit Occupancy 30 Sagecliff Court Dallas, TX 75248 Estate of Marilyn Beck Contingent Refund $258,863 c/o Bill Beck for Unit Occupancy 4118 SE 22nd St. Des Moines, IA 50320 Estate of Mary Sharp Contingent Refund $245,700 c/o Richard J. Gaumer for Unit Occupancy 111 W. 2nd St. P.O. Box 601 Ottumwa, IA 52501 Estate of Barbara Joyce Contingent Refund $234,116 Wilson for Unit Occupancy c/o Bruce & Jackie Kuehl 470 Painted Woods Waukee, IA 50263 Estate of Lois Roewe Contingent Refund $228,762 c/o Dale H. Roewe for Unit Occupancy 15660 450th St. Laurens, IA 50554 About Deerfield Retirement Community Deerfield Retirement Community, Inc., a nonprofit that owns a life care retirement community known as "Deerfield Retirement Community" located in Urbandale, Iowa. The facility is comprised of 32 townhomes and 138 independent living apartments, common areas, a residential care facility with 24 residential care living units, and a health center with 30 skilled nursing care beds. Lifespace Communities, Inc., is the sole member and provides management services in exchange for a 5% share on revenues. Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a prepackaged plan that offers to return 69% to bondholders. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million as of the bankruptcy filing. As of the Petition Date, secured bonds are outstanding in the principal amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series 2007B Bonds). The Debtor also owes Lifespace Communities, Inc., $18.5 million under a subordinated agreement and a support agreement. Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor. North Shores Consulting Inc. is the financial advisor. DESIGNLINE CORP: Plan Outline Conditionally Approved ---------------------------------------------------- Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina, Charlotte Division, conditionally approved the disclosure statement explaining the liquidation plan proposed by the Official Committee of Unsecured Creditors for DesignLine Corporation and DesignLine USA, LLC. Feb. 28 is fixed as the last day for filing written objections to the confirmation of the Plan and final approval of the Disclosure Statement and the last day for submitting written acceptances or rejections of the Plan. The hearing to consider final approval of the Disclosure Statement and confirmation of the Plan will be on March 4, at 9:30 a.m. Under the Plan, holders of prepetition secured claims, intercompany claims, preferred stock equity interests, and common stock equity interests stand to recover nothing. Holders of Allowed Prepetition Secured Claims, estimated to amount to $28,021,467, will receive the prepetition collateral or the proceeds of the collateral. Holders of Allowed Other Priority Claims, estimated to total $250,184, will recover 100% of their claim amount. Holders of Allowed Prepetition Deficiency Claim, estimated to total $28,021,467, is expected to recover 4%. Holders of Allowed Unsecured Claims is also expected to recover 4% of their total claim amount, which is estimated at $3,713,922. As previously reported by The Troubled Company Reporter, the Court approved on Nov. 1, 2013, the sale of substantially all of the assets of DesignLine Corp. to Wonderland Investment Group, Inc., whose bid of $1.6 million for the assets prevailed over six other qualified bidders at the auction on Oct. 28. A full-text copy of the Disclosure Statement dated Dec. 31, 2013, is available at http://bankrupt.com/misc/DESIGNLINEds1231.pdf A full-text copy of the Disclosure Statement dated Jan. 31, 2014, is available at http://bankrupt.com/misc/DESIGNLINEds0131.pdf The Committee is represented by: Michael J. Barrie, Esq. Jennifer R. Hoover, Esq. BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 Tel: (302) 442-7010 Fax: (302) 442-7012 Email: mbarrie@beneschlaw.com jhoover@beneschlaw.com -- and -- Travis W. Moon, Esq. Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 227 West Trade Street, Suite 1800 Charlotte, NC 28202 Tel: (704) 944-6565 Fax: (704) 944-0380 Email: tmoon@mwhattorneys.com rwright@mwhattorneys.com About DesignLine DesignLine Corporation manufactured coach, electric and range- extended electric (hybrid) buses. Founded in Ashburton, New Zealand in 1985, DesignLine was acquired by American interests in 2006, and DesignLine Corporations' headquarters was relocated to Charlotte, North Carolina. DesignLine Corporation is no longer affiliated with the DesignLine operations in New Zealand, which was placed in liquidation in 2011. DesignLine Corporation and DesignLine USA LLC originally sought Chapter 11 protection with the U.S. Bankruptcy Court for the District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on Aug. 15, 2013. Katie Goodman at GGG Partners LLC signed the petitions as chief restructuring officer. On Sept. 5, 2013, the case was transferred to the U.S. Bankruptcy Court for the Western District of North Carolina (Case Nos. 13-31943 and 13-31944). Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors' bankruptcy counsel. GGG Partners also serves as the Debtors' financial advisors. A five-member unsecured creditors panel has been appointed in the Debtors' cases. Moon Wright & Houston PLLC and Benesch, Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee. The Committee retained CBIZ MHM, LLC as financial advisors. DesignLine Corp. has sold its assets for $1.6 million cash to Wonderland Investment Group Inc. from Pasadena, California. Wonderland prevailed over five other prospective buyers at an auction in October 2013. The Bankruptcy Judge has appointed Elaine T. Rudisill as the chapter 11 trustee for the Debtors. DETROIT, MI: Mich. AG Asks Court to Intervene in Bankruptcy ----------------------------------------------------------- The Associated Press reported that Michigan Attorney General Bill Schuette is urging a federal appeals court to immediately jump into Detroit's bankruptcy and consider whether pensions can be cut. According to the report, Schuette backs the bankruptcy case but says he strongly believes reducing pensions would violate the Michigan Constitution. Federal Bankruptcy Judge Steven Rhodes says pensions are like any other contract that can be broken as Detroit develops a plan to deal with $18 billion in debt, the report related. Foundations have pledged more than $300 million to patch up pension funds and prevent the sale of art. Gov. Rick Snyder is trying to win approval for millions more in state aid. Nonetheless, Detroit retirees still would suffer a hit. An appeals court is considering whether to grant an immediate appeal or wait. A notice of appearance on behalf of the Michigan Attorney General was filed with the U.S. Bankruptcy Court for the Eastern District of Michigan by: Allison R. Bach, Esq. DICKINSON WRIGHT PLLC 500 Woodward Avenue, Suite 4000 Detroit, MI 48226-3425 Tel: 313-223-3604 Fax: 313-223-3598 Email: abach@dickinsonwright.com About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. 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: City Sues Over Debt Deals -------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that Detroit leaders are suing to invalidate several Wall Street deals that allowed the city to borrow more than $1.4 billion in 2005 for its underfunded pension plans, arguing that the agreements were illegal and shouldn't be repaid. According to the Journal, in a lawsuit filed in U.S. Bankruptcy Court in Detroit, city lawyers said the deals reached under a former mayor, Kwame Kilpatrick, led the city to borrow more than the state's debt limit, resulting "in the creation of city debt that was not authorized" by state law. Michigan cities, with few exceptions, can't borrow more than 10% of the value of the "real and personal property" within their borders. The lawsuit, against the service corporations and the trusts the city created to do the deal, asks Bankruptcy Judge Steven Rhodes to determine that Detroit can stop repaying the debt, the Journal related. Judge Rhodes has not set any hearings in the adversary case, The Deal noted. When first extended in 2005, the debt marked the largest municipal-financing deal ever offered in Michigan, according to court papers. "City officials turned a blind eye to the requirements of state law," city lawyers said in the lawsuit, which was filed on Jan. 31, the Journal cited. Bond insurers and the investors in the pension-borrowing deals who stand to lose money if the city's request moves forward haven't yet formally responded to the lawsuit, the Journal said. The city already skipped a nearly $40 million payment in June so that the 700,000-resident city could afford to pay its workers and other expenses, city officials said in earlier court papers. A month later, Detroit officials put the city under Chapter 9 protection, blaming tax revenue that fell during the real estate crash and the city's population decline. Detroit seeks a declaratory judgment that the service contracts are illegal and that the city should not be obligated to continue making related payments, the Deal added. 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. EDISON MISSION: Settles With Homer City Union and Retirees ---------------------------------------------------------- Edison Mission Energy, et al., ask the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to approve a settlement with the International Brotherhood of Electrical Workers Local 459 as representative for approximately 20 retirees in the Debtors' Homer City, Pennsylvania facility. The parties agree to the following terms: (a) each Retiree will be deemed to have a separate Allowed Class C3 General Unsecured Claim against EME Homer City Generation L.P. under the Plan only in the applicable amount, which collectively totals approximately $21.8 million, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for any claims relating to any Retiree Benefits Claims, and any other Retiree Benefit Claims filed by the Union, any Retirees, or any other person will be deemed withdrawn and denied with prejudice; (b) each Retiree will be deemed to support and vote its applicable Allowed Class C3 General Unsecured Claim against EMEHC in favor of the Plan; (c) Edison Mission Finance Co. will assign 55% of all distributions under the Plan that would otherwise be made by EMEHC to Finance on account of the EMEHC Intercompany Claim directly to the Retirees on a pro rata basis based on the allowed amounts or Retiree Benefit Claims under the Settlement; (d) any distributions will be made directly to the Union, solely in its capacity as the authorized representative of the Retirees; (e) each Party will bear its own expenses related to the Settlement; provided the Union's attorneys' fees will be paid out of any distributions on account of the Retiree Benefits Claims pursuant to the Settlement; and (f) the Debtors agree that they will use reasonable commercial efforts to continue to prosecute the adversary proceeding captioned as Homer City Generation, L.P. vs. EME Homer City Generation L.P., Adv. Proc. No. 13-01264 (Bankr. N.D. Ill.) (JPC), including, without limitation, settling or compromising any claims arising out of or related to the adversary proceeding. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME's Second Amended Joint Plan of Reorganization is up for approval at a Feb. 19, 2014 confirmation hearing, and provides for the sale of all or substantially all of Debtors MWG, EME, and Midwest Generation EME, LLC, will be sold to NRG Energy, Inc. EPE ENERGY: Moody's Assigns 'Ba3' CFR & Rates Unsecured Notes 'B2' ------------------------------------------------------------------ Moody's assigned a Ba3 Corporate Family Rating (CFR) and a Ba3-PD Probability of Default Rating (PDR) to EP Energy LLC (EP Energy) and withdrew the CFR and PDR for EPE Holdings LLC (EPEH). EP Energy's Ba3 second-lien senior note rating and second-lien term loan rating and the B2 senior unsecured note rating were affirmed. Moody's also assigned a SGL-2 Speculative Grade Liquidity Rating, indicating good liquidity. The outlook is stable. In January 2014, EP Energy Corporation (EPE), the parent of EPEH, raised roughly $700 million in an Initial Public Offering (IPO). The proceeds were used to repay the balance of the payment-in-kind (PIK) toggle notes that were outstanding at EPEH, at a cost of approximately $395 million and to repay a portion of the borrowings under EP Energy's revolving credit facility. "The issuance of equity by EP Energy Corporation is clearly a credit positive event as it reduces leverage and provides equity funding for a portion of the 2014 capital expenditures program," said Stuart Miller, Moody's Vice President. "However, leverage remains elevated and above the targets Moody's have set for an upgrade." Rating Actions EPE Holdings LLC Corporate Family Rating of Ba3 withdrawn Probability of Default rating of Ba3-PD withdrawn Senior unsecured note rating of B3 (100% LGD) withdrawn EP Energy LLC Corporate Family Rating of Ba3 assigned Probability of Default rating of Ba3-PD assigned Senior secured second lien term loan rating of Ba3 (43% LGD) affirmed Senior secured second lien note rating of Ba3 (43% LGD) affirmed Senior unsecured note rating of B2 (81% LGD) affirmed SGL-2 Speculative Grade Liquidity rating assigned Outlook is stable maintained Ratings Rationale The Ba3 CFR at EP Energy reflects its large and relatively diversified assets in some of the most prolific onshore oil basins in North America. With 2013 production of about 86,100 barrels of oil equivalent (Boe) per day and total proved reserves of 547.5 million Boe as of December 31, 2013, EP Energy is amongst the largest Ba3 exploration & production (E&P) companies rated by Moody's. At current production rates, the total proved reserves provide 17 years of reserve life, with oil composing 43% of production and 54% of reserves. The 2013 divestiture of predominately natural gas assets has accelerated the company's shift from its traditional natural gas roots, leaving a smaller, more oil-weighted E&P company in place. Offsetting its large scale, EP Energy's balance sheet is highly leveraged. As of December 31, 2013 and pro forma for the repayment of the PIK toggle notes, Moody's estimates debt to average daily production was more than $45,000 per Boe. This leverage level is more typical of low single B rated companies. Moody's believes this ratio will remain elevated through at least 2015 as the company outspends cash flow to aggressively develop its Eagle Ford Shale and Permian Basin acreage. The proved undeveloped ratio of 67% is high and will require substantial investment to realize the full potential of the assets, and the aggressive development plan subjects the company to execution risk. EP Energy has good liquidity, and Moody's has assigned an SGL-2. Moody's expect 2014's $2 billion capital budget will generate a free cash flow deficit of around $700 million. However, the deficit can be financed by borrowings under EP Energy's committed $2.5 billion senior secured revolving credit facility. Pro forma availability including the application of the IPO proceeds as of December 31, 2013 was over $2.0 billion. The revolver matures in 2017 and requires the company to maintain its ratio of debt to EBITDAX below 4.75x, with the requirement tightening to 4.5x at June 30, 2014. We do not expect the covenant to restrict EP Energy's access to its credit facility. Alternate liquidity is limited as 80% of EP Energy's assets are mortgaged under the credit facility. EP Energy's has a $2.5 billion senior secured first-lien revolving credit facility, $1.4 billion in senior secured second-lien term loans and notes, and $2.35 billion in senior unsecured notes. While the senior secured second-lien claims are rated Ba3, the same as the CFR, the senior unsecured notes are rated B2, two notches below the CFR because of the magnitude of the more senior claims that would prime the unsecured debt in a default scenario.. Moody's have a stable outlook for EP Energy. An upgrade would be considered if leverage drops below $35,000 per Boe and the ratio of RCF to debt increases above 30%. Alternatively, if production increases to above 125,000 Boe per day with an improving leverage trend, an upgrade would be considered. On the other hand, should the ratio of debt to average daily production approach $50,000, or if the ratio of retained cashflow to debt fall below 20%, a downgrade would be considered. The principal methodology used in this rating was the Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. EP Energy LLC is an independent exploration & production company based in Houston, Texas. ERF WIRELESS: Tonaquint Stake at 9.9% as of Jan. 24 --------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Tonaquint, Inc., and its affiliates disclosed that as of Jan. 24, 2014, they beneficially owned 8,537 shares of common stock of ERF Wireless, Inc., representing 9.99 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/yGIehY About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. The Company incurred a consolidated net loss of $3.75 million for the nine months ended Sept. 30, 2012, as compared with a consolidated net loss of $2.32 million for the same period a year ago. As of Sept. 30, 2013, ERF Wireless had $5.31 million in total assets, $10.43 million in total liabilities and a $5.12 million total shareholders' deficit. EXIDE TECHNOLOGIES: Can Employ Robert Keach as Fee Examiner ----------------------------------------------------------- Exide Technologies sought and obtained approval from the U.S. Bankruptcy Court to employ Robert J. Keach of the law firm Bernstein Shur as fee examiner. The fee examiner will, among other things, provide: a. an estimate of the projected fees for the budget period by project categories and/or groups of project categories; b. a general description of the categories of services expected to be performed during the Budget Period; and c. a narrative explanation for any significant variation expected from the previous Budget Period. Mr. Keach attests that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Bernstein Shur's rates are: Professional Rates ------------ ----- Robert K. Keach, Shareholder $525 Michael A. Fagone, Shareholder $385 David S. Anderson, Shareholder $365 Jennifer Rood, Shareholder $335 Maire Corcoran Ragozzine, Associate $250 Will Hueske, Associate $225 Timothy McKeon, Associate $195 Roma N. Desai, Associate $185 Craig Nale, Associate $185 Bodie Colwell, Associate $185 Angela Stewart, Paralegal $155 Karal Quirk, Paralegal $150 The Fee examiner can be reached at: Robert Keach, Esq. BERNSTEIN SHUR 100 Middle Street, P.O. Box 9729, Portland, ME 04104-5029 Fax: 207-774-1127 E-mail: rkeach@bernsteinshur.com 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. FIFTH & PACIFIC: Completes Sale of Lucky Brand Dungarees -------------------------------------------------------- Fifth & Pacific Companies, Inc. on Feb. 3 disclosed that it has completed the sale of Lucky Brand Dungarees, Inc. to an affiliate of Leonard Green & Partners, L.P. (LGP) for total consideration of $225 million, with $140 million in cash at closing and the remaining $85 million financed in the form of a three year, secured, seller note, subject to certain capital adjustments. The seller note can be repaid at any time prior to the end of its three year term, bears cash interest of $8 million per year, and provides for interest to accrete as additional principal in the amount of $5 million per year, resulting in a $100 million maximum payment obligation at maturity. Lucky Brand Jeans has also assumed the proportionate share of the Company's sourcing contract with Li & Fung in addition to other related Fifth & Pacific Companies obligations. In connection with the closing of the acquisition, Carlos Alberini, formerly Co-Chief Executive Officer of Restoration Hardware Holdings, Inc., will become the Chairman of the Board and Chief Executive Officer of Lucky Brand Jeans. Mr. Alberini is also making a significant equity contribution in connection with the acquisition of Lucky Brand Jeans. Fifth & Pacific Companies, Inc. will support the transferred business through a Transition Services Agreement (TSA) with Lucky Brand Jeans while Lucky Brand creates a standalone infrastructure. The TSA is expected to span up to 24 months. Taken together, the divestitures of Juicy Couture and Lucky Brand Jeans are expected to result in estimated net proceeds of $370 million to $380 million, which includes the face value of the seller note in the Lucky Brand transaction. The aggregate net proceeds for the two transactions reflect estimated cash restructuring and other transition costs and charges associated with the assignment or termination of leases, severance and other associated transition activities, including estimated costs and charges previously disclosed. Centerview Partners and Perella Weinberg Partners advised Fifth & Pacific Companies, Inc. on this transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP was FNP's legal advisor. Latham & Watkins LLP was LGP's legal advisor. New York-based Fifth & Pacific Companies, Inc. (NYSE: FNP) designs and markets a portfolio of retail-based, premium, global lifestyle brands including Juicy Couture, kate spade, and Lucky Brand. In addition, the Adelington Design Group, a private brand jewelry design and development group, markets brands through department stores and serves jcpenney via exclusive supplier agreements for the Liz Claiborne and Monet jewelry lines and Kohl's via an exclusive supplier agreement for Dana Buchman jewelry. The Company also has licenses for the Liz Claiborne New York brand, available at QVC and Lizwear, which is distributed through the club store channel. Fifth & Pacific Companies, Inc., maintains a noncontrolling stake in Mexx, a European and Canadian apparel and accessories retail-based brand. FIRST NATIONAL COMMUNITY: To Offer 1.2MM Shares Under 2013 Plan --------------------------------------------------------------- First National Community Bancorp, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register 1,200,000 shares of common stock for a proposed maximum aggregate offering price of $9.3 million. The Shares will be issued pursuant the 2013 First National Community Bancorp, Inc., Long-Term Incentive Compensation Plan. A copy of the Form S-8 prospectus is available for free at: http://is.gd/TqYLH1 About First National Headquartered in Dunmore, Pa., First National Community Bancorp, Inc., is a Pennsylvania corporation, incorporated in 1997 and is registered as a bank holding company under the Bank Holding Company Act ("BHCA") of 1956, as amended. The Company became an active bank holding company on July 1, 1998, when it acquired ownership of First National Community Bank (the "Bank"). The Bank is a wholly-owned subsidiary of the Company. The Company's primary activity consists of owning and operating the Bank, which provides customary retail and commercial banking services to individuals and businesses. The Bank provides practically all of the Company's earnings as a result of its banking services. First National disclosed a net loss of $13.71 million on $37.02 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $335,000 on $42.93 million of total interest income in 2011. The Company's balance sheet at Sept. 30, 2013, showed $978.52 million in total assets, $945.72 million in total liabilities and $32.79 million in total shareholders' equity. Regulatory Matters The Bank is under a Consent Order from the Office of the Comptroller of the Currency dated Sept. 1, 2010. The Company is also subject to a Written Agreement with the Federal Reserve Bank of Philadelphia dated Nov. 24, 2010. The Bank, pursuant to a Stipulation and Consent to the Issuance of a Consent Order dated Sept. 1, 2010, without admitting or denying any wrongdoing, consented and agreed to the issuance of the Order by the OCC, the Bank's primary regulator. The Order requires the Bank to undertake certain actions within designated timeframes, and to operate in compliance with the provisions thereof during its term. The Order is based on the results of an examination of the Bank as of March 31, 2009. Since the examination, management has engaged in discussions with the OCC and has taken steps to improve the condition, policies and procedures of the Bank. Compliance with the Order is monitored by a committee of at least three directors, none of whom is an employee or controlling shareholder of the Bank or its affiliates or a family member of any such person. The Committee is required to submit written progress reports on a monthly basis to the OCC and the Agreement requires the Bank to make periodic reports and filings with the Federal Reserve Bank. The members of the Committee are John P. Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone. Banking regulations also limit the amount of dividends that may be paid without prior approval of the Bank's regulatory agency. At Dec. 31, 2012, the Company and the Bank are restricted from paying any dividends, without regulatory approval. FOX & HOUND: Files Schedules of Assets and Liabilities ------------------------------------------------------ F & H Acquisition Corp. filed with the Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------------ ----------- A. Real Property $0 B. Personal Property $122,115,200 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $110,476,036 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $12,103,594 ------------ ------------ TOTAL $122,115,200 $122,579,631 According to court filings at the onset of the Chapter 11 cases, outstanding debt obligations total $119 million, including $68.4 million owing on a first-lien loan with General Electric Capital Corp. as agent. The $11.2 million second-lien obligation has Cerberus Business Finance LLC as agent. Unsecured trade suppliers and landlords are owed $11.2 million. About Fox and Hound Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors have 101 restaurants located in 27 states and 6,000 employees. Sales decreased by approximately 9 percent over the past two years. The Debtors also experienced significant inflation in commodity prices, energy prices and labor costs. The senior lenders are to provide $9.6 million in financing for the bankruptcy, with $3.5 million on an interim basis. The parent holding company, F&H Acquisition Corp., is based in Wichita, Kansas. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as local counsel, Olshan Frome Wolosky LLP as general counsel, Imperial Capital LLC as financial advisor, and Epiq Bankruptcy Solutions as claims and noticing agent. FOX & HOUND: U.S. Trustee Appoints 7-Member Creditors Panel ----------------------------------------------------------- The U.S. Trustee appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of F&H Acquisition Corp. The Creditors Committee members are: 1. Gordon Food Services, Inc. Attn: Sharon Murphy 1300 Gezon Parkway SW Wyoming, MI 49509 Tel: 800-905-3017 Fax: 616-717-7671 2. Ben E. Keith Company Attn: Richard Grasso P.O. Box 2628, Fort Worth, TX76113 Tel: 817-877-5700 Fax: 817-338-1701 3. Edward Don & Company Attn: John Fahey 9801 Adam Don Parkway Woodridge, IL, 60517 Tel: 708-883-8362 4. The Coca-Cola Company Attn: Joseph Johnson P.O. Box 1734 Atlanta GA, 30313 Tel: 404-676-4150 404-598-4150 5. GGP Limited Partnership Attn: Julie Minnick Bowden 110 N. Wacker Drive Chicago, IL 60606 Tel: 312-860-2707 Fax: 312-442-6374 6. Simon Property Group, Inc. Attn: Ronald M. Tucker, Esq. 225 W. Washington Street Indianapolis, IN 46204 Tel: 317-263-2346 Fax: 317-263-7901 7. DDR Corp. Attn: Eric C. Cotton Esquire, 3300 Enterprise Parkway Beachwood, OH Tel: 216-755-5660 Fax: 216-755-1600 About Fox and Hound Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors have 101 restaurants located in 27 states and 6,000 employees. Sales decreased by approximately 9 percent over the past two years. The Debtors also experienced significant inflation in commodity prices, energy prices and labor costs. F&H Acquisition Corp. scheduled $122,115,200 in total assets and $122,579,631 in total liabilities. According to court filings at the onset of the Chapter 11 cases, outstanding debt obligations total $119 million, including $68.4 million owing on a first-lien loan with General Electric Capital Corp. as agent. The $11.2 million second-lien obligation has Cerberus Business Finance LLC as agent. Unsecured trade suppliers and landlords are owed $11.2 million. The senior lenders are to provide $9.6 million in financing for the bankruptcy, with $3.5 million on an interim basis. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as local counsel, Olshan Frome Wolosky LLP as general counsel, Imperial Capital LLC as financial advisor, and Epiq Bankruptcy Solutions as claims and noticing agent. FOX & HOUND: Can Employ Olshan Frome as Bankruptcy Attorneys ------------------------------------------------------------ F&H Acquisition Corp., et al., sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ Olshan Frome Wolosky LLP as their attorneys to advise the Debtors of their rights and their powers and duties as debtors continuing to operate and to manage their business under Chapter 11. Olshan's hourly rates are: Partners $425 to $760 Of Counsel $510 to $970 Associates $290 to $525 Paraprofessionals: $160 to $270 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. During 2013, Olshan has been providing restructuring and other advice to the Debtors and assisted the Debtors in the preparation of their Chapter 11 filings. On account of those services, as of the Petition Date, Olshan has received approximately $511,839 from the Debtors on account of services rendered with regard to the Debtors' restructuring. In addition, pursuant to the Engagement Letter, on December 3, 2013, the Debtors paid Olshan $175,000 as a Chapter 11 retainer. After applying a portion of the retainer to the outstanding balance as of the Petition Date, including fees and expenses associated with the filing of these cases, Olshan continues to hold a retainer in the amount of $59,467 as security for postpetition services and expenses in connection with the Chapter 11 cases. About Fox and Hound Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors have 101 restaurants located in 27 states and 6,000 employees. Sales decreased by approximately 9 percent over the past two years. The Debtors also experienced significant inflation in commodity prices, energy prices and labor costs. F&H Acquisition Corp. scheduled $122,115,200 in total assets and $122,579,631 in total liabilities. According to court filings at the onset of the Chapter 11 cases, outstanding debt obligations total $119 million, including $68.4 million owing on a first-lien loan with General Electric Capital Corp. as agent. The $11.2 million second-lien obligation has Cerberus Business Finance LLC as agent. Unsecured trade suppliers and landlords are owed $11.2 million. The senior lenders are to provide $9.6 million in financing for the bankruptcy, with $3.5 million on an interim basis. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as local counsel, Olshan Frome Wolosky LLP as general counsel, Imperial Capital LLC as financial advisor, and Epiq Bankruptcy Solutions as claims and noticing agent. A seven-member official committee of unsecured creditors has been appointed in the Debtors' cases. FREDERICK'S OF HOLLYWOOD: Files Rule 13E-3 Transaction Statement ---------------------------------------------------------------- A Rule 13E-3 Transaction Statement was filed with the U.S. Securities and Exchange Commission pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, by: (i) Frederick's of Hollywood Group Inc.; (ii) Philip A. Falcone; (iii) Harbinger Group Inc.; (iv) FOHG Holdings, LLC (Parent); (v) FOHG Acquisition Corp. (Merger Sub), a wholly owned subsidiary of Parent; (vi) HGI Funding, LLC; (vii) Tokarz Investments, LLC; (viii) TTG Apparel, LLC; (ix) Fursa Alternative Strategies LLC; (x) Arsenal Group, LLC; and (xi) William F. Harley. The Transaction Statement relates to the Agreement and Plan of Merger, dated as of Dec. 18, 2013, by and among the Company, Parent, and Merger Sub. If the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under New York law as the surviving corporation in the merger and a wholly owned subsidiary of Parent. Upon completion of the Merger, the Common Stock, other than Excluded Shares and Dissenting Shares, will be converted into the right to receive $0.27 per share in cash, without interest and less any required withholding taxes. Following the completion of the Merger, the Common Stock will no longer be publicly traded, and holders of the Common Stock that has been converted will cease to have any ownership interest in the Company. Concurrently with the filing of the Transaction Statement, the Company filed with the SEC a preliminary proxy statement under Regulation 14A of the Exchange Act, pursuant to which the Company's board of directors is soliciting proxies from shareholders of the Company in connection with the Merger. A copy of the Schedule 13E is available for free at: http://is.gd/uRCyVk About Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. Mayer Hoffman McCann expressed substantial doubt about the Company's ability to continue as a going concern, citing the company has suffered recurring losses from continuing operations, has negative cash flows from operations, has a working capital and a shareholders' deficiency at July 27, 2013. The Company reported a net loss of $22,522,000 on $86,507,000 of net sales in 2013, compared with a net loss of $6,432,000 in 2012. The Company's balance sheet at Oct. 26, 2013, showed $38.78 million in total assets, $63.42 million in total liabilities, and a $24.64 million total shareholders' deficiency. FREEDOM INDUSTRIES: Spill Points to Lack of Data on Water Threats ----------------------------------------------------------------- Alexandra Berzon, writing for The Wall Street Journal, reported that soon after a chemical spill contaminated a large West Virginia water system last month, water-company officials said they were unfamiliar with the substance and didn't know it was being stored about a mile upriver from a treatment plant. According to the report, that information had been filed with the state annually by the storage facility since at least 2007, but it wasn't shared with the utility, West Virginia American Water, or its state regulator. It also wasn't included in a study completed in 2002, when the federal government required states to perform a one-time assessment of potential risks to the water supply. West Virginia is hardly alone, the report said. Interviews with water-quality and security experts, as well as a review of documents, show that a 1996 federal program known as "source water protection" has led to wide disparities in how well the nation's drinking-water supplies are monitored. A Senate committee hearing Tuesday is expected to examine those gaps. "There are a lot of vulnerable and very susceptible water systems out there," said Chi Ho Sham, a Senior Vice President for the consultancy firm Cadmus Group Inc., the report cited. "Because of resource constraints, not too many are actually doing a lot of work." Cadmus conducted a 2009 survey on source-water protection for the Water Research Foundation, which is funded by utilities. Now, the eyes of the water industry have turned to Charleston, W.Va., where authorities said a chemical blend known as Crude MCHM leaked out of a storage tank on Jan. 9 into the nearby Elk River and then into a water-treatment facility, the report related. About 300,000 people were left without safe drinking water for days. Freedom Industries Inc. ran the storage facility. 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. G.S.P. PRECISION: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: G.S.P. Precision, Inc. 2915 Floyd Street Burbank, CA 91504 Case No.: 14-12056 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Sandra R. Klein Debtor's Counsel: Ashley M McDow, Esq. BAKER & HOSTETLER LLP 11601 Wilshire Boulevard, Suite 1400 Los Angeles, CA 90025 Tel: 310-820-8800 Fax: 310-820-8859 Email: amcdow@bakerlaw.com Total Assets: $913,922 Total Liabilities: $1.77 million The petition was signed by Jeffrey I. Golden, receiver. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. GENERAL MOTORS: Makes More Management Changes --------------------------------------------- Jeff Bennett, writing for The Wall Street Journal, reported that General Motors Co. is shuffling leadership once again, with two board directors planning to depart later this year and by appointing two vice presidents to oversee sales of Chevrolet and Buick in the U.S. Board member David Bonderman, 71, won't seek re-election at the company's annual meeting in June, the report said, citing a federal filing on Feb. 4. He informed GM of his decision on Jan. 29. According to the report, Robert Krebs, 72, will retire immediately, before the meeting, in accordance with company policy regarding retirement age. No reason was disclosed for Mr. Bonderman's exit. Mr. Bonderman and Mr. Krebs had served on the board since mid-2009 following GM's bankruptcy, the report related. Last month, Chairman and Chief Executive Officer Dan Akerson left the company. Mary Barra took the CEO spot, while Tim Solso is serving as the company's nonexecutive chairman. "On behalf of the board, I thank David and Rob for their dedicated service and significant contributions in building today's GM," Mr. Solso said in a statement, the report cited. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GREEN FIELD ENERGY: May Supplement Scope of Alvarez & Marsal Work ----------------------------------------------------------------- Green Field Energy Services, Inc. sought and obtained approval from the U.S. Bankruptcy Court to supplement (i) the scope of services under which they have retained Alvarez & Marsal North America LLC and (ii) the list of additional parties as outlined in the original retention. The additional duties of the Engagement Personnel will include/have included the following: -- manage the preparation, implementation, negotiation and and execution of the Debtors' proposed key employee retention plan and key employee incentive plan; -- provide assistance regarding certain tax strategies and tax-related implications of alternatives under consideration by the Debtors; and -- perform a review of certain related-party and/or insider transactions. Meanwhile, the U.S. Trustee was slated to convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Green Field Energy Services, Inc. et al., on Feb. 3, 2014. About Green Field Energy Services 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. GMX RESOURCES: Confirmed Reorganization Plan Takes Effect --------------------------------------------------------- GMX Resources Inc. is an oil and gas exploration and production Company with assets in the Williston Basin, Denver Julesburg ("DJ") Basin and East Texas Basin. On April 1, 2013, the Company filed a voluntary petition (in re:GMX Resources Inc.)(in re:Debtor)(in re:Case No. 13-11456) for reorganization under chapter 11 of title 11 of the U.S. Code in the Bankruptcy Court for the Western District of Oklahoma. Two of the Company's subsidiaries, Diamond Blue Drilling Co. and Endeavor Pipeline Inc., also filed related petitions with the Bankruptcy Court (Case Nos. 13-11457 and 13-11458, respectively). The Company's petition and its subsidiaries' petitions are referred to herein collectively as the "Bankruptcy Case." Chapter 11 Plan of Reorganization Effective Date The Company on Feb. 3 disclosed that its confirmed Plan of Reorganization has become effective. The Plan, which was confirmed by a Bankruptcy Court order dated January 22, 2014, reorganizes the Debtors into privately held entities that will not be listed on any national securities exchange. The Company expects to formally terminate the registration of its securities with the Securities and Exchange Commission early this week. The reorganization of the Debtors' capital structure under the Plan reduces the total amount of outstanding indebtedness by approximately $505,000,000 under four separate indentures. Secured claims under the senior-most indenture, allowed by the Bankruptcy Court in the amount of $338,000,000 have been exchanged for equity interests in Thunderbird Resources Equity Inc. ("Reorganized GMXR") and/or Thunderbird Resources LP ("New GMXR"). All priority non-tax claims have been paid off today or will be paid as soon as reasonably practical. General unsecured creditors received a pro rata share of (1) interests in a creditor trust created as of the Effective Date; and (2) $1.5 million in cash. At the option of the Debtors (with certain required consents), intercompany claims were either reinstated or eliminated, in full or in part. As of the Effective Date, all rights and interests of holders of the Company's common and preferred stock have been terminated. Finally, equity interests in the debtor subsidiaries are now held directly by Reorganized GMXR for the benefit of the holders of Reorganized GMXR common stock. The formation of New GMXR and Reorganized GMXR are both effective as of Feb. 3. In connection with the Plan, the Company has contributed all of its assets to New GMXR free and clear of all liens and encumbrances. Additional restructuring transactions set forth in the Plan and any additional transactions determined to be necessary to an effective reorganization have been completed as of the Effective Date. Equity interests in Reorganized GMXR and New GMXR are subject to certain transfer and other restrictions pursuant to a Shareholders' Agreement and Agreement of Limited Partnership that became effective today, as well as the organizational documents of the reorganized entities. As of the Effective Date, the Company's debtor-in-possession credit facility has been converted into a new exit credit facility. All cash consideration necessary for the Debtors to make payments on Effective Date transactions have been obtained from cash on hand under the new exit credit facility. Pursuant to the terms of the credit agreement governing the exit facility, the reorganized entities may borrow from the new exit credit facility to support their post-bankruptcy financing needs. GMXR is an exploration and production company. The company is currently developing its Bakken and Three Forks oil shale resources located in the Williston Basin, North Dakota. GMXR's large natural gas resources are located in the East Texas Basin, primarily in the Haynesville/Bossier gas shale and the Cotton Valley Sand Formation; where the majority of GMXR's acreage is contiguous, with infrastructure in place and substantially all held by production. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. GMX listed assets for $281.1 million and liabilities totaling $458.5 million. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. The DIP financing provided by senior noteholders requires court approval of a sale within 75 days following approval of sale procedures. The lenders and principal senior noteholders include Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors Inc. and Whitebox Advisors LLC. David Zdunkewicz, Esq., Timothy A. Davidson II, Esq., and Joseph Rovira, Esq., at ANDREWS KURTH LLP, serves as the Debtors' counsel. Special Local Counsel, Conflicts Counsel and Litigation Counsel for the Debtors are William H. Hoch, Esq., and Christopher M. Staine, Esq., at CROWE & DUNLEVY, P.C. Counsel to Backstop Lenders under DIP Financing and Steering Committee of Holders of Senior Secured Notes are Brian Hermann, Esq., and Sarah Harnett, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP. Counsel to the Unsecured Creditors Committee is Jason Brookner, Esq., at GRAY REED & MCGRAW P.C. Gray Reed replaced Winston & Strawn LLP, effective as of April 25, 2013. The Committee tapped Conway MacKenzie, Inc., as financial advisor. GMX obtained confirmation of its First Amended Joint Plan of Reorganization on Jan. 22, 2014. The Plan, as revised, provides that the senior secured noteholder secured claims will be deemed allowed for $338 million. Each holder of a Senior Secured Noteholder Secured Claim will receive a number of shares of reorganized GMXR Common Stock with a value equal to the lesser of (A) 100% of the Face Amount of that Holder's Allowed Senior Secured Noteholder Secured Claim and (B) the greater of either (i) 27% of the Face Amount the Holder's Allowed Senior Secured Noteholder Secured Claim or (ii) 4.9% of the outstanding Reorganized GMXR Common Stock as of the Effective Date. GOKO RESTAURANT: Santander Entitled to $25,000 From Sale Proceeds ----------------------------------------------------------------- Bankruptcy Judge Robert J. Faris ruled that the value of Santander Bank's interest in the proceeds of the sale of GoKo Restaurant Enterprises LLC's location in Aikahi is $25,000. The Chapter 7 Trustee for GoKo is directed to disburse that amount to Santander promptly after Feb. 15, 2014 -- which is two weeks after the deadline for filing administrative claims -- unless the trustee files and serves, on or before Feb. 15, 2014, a motion to surcharge Santander's collateral under Bankruptcy Code Sec. 506(c). Santander Bank holds a perfected security interest in certain of GoKo's assets to secure a loan in the original principal amount of $900,000. Santander contends that the unpaid principal amount of the loan as of the petition date was $454,054. GoKo Restaurant Enterprises operated restaurants at four locations. GoKo filed for Chapter 11 bankruptcy (Bankr. D. Hawaii Case No. 13-00554) on April 5, 2013, listing under $1 million in both assets and debts. A copy of the petition is available at http://bankrupt.com/misc/hib13-00554.pdf The Debtor tapped Jerrold K. Guben, Esq., and Miranda Tsai, Esq. -- jkg@opglaw.com and mft@opglaw.com -- at O'Connor Playdon & Guben, LLP, as Chapter 11 counsel. When GoKo filed its chapter 11 petition, GoKo operated the restaurants as a franchisee of the Sizzler chain. Soon after the filing, GoKo terminated the franchise and began operating the restaurants under its own name. GoKo agreed to sell its Aikahi restaurant for a gross sale price of $145,000. The assets to be sold were GoKo's leasehold interest in the restaurant premises, the furniture, fixtures, equipment, cookware, and related items located at the restaurant, the applicable liquor license, and certain records and intangibles. Before the sale motion could be heard, GoKo ran out of money to pay its rents and other expenses. It ceased all of its operations, closed all of the restaurants, and successfully moved to convert its case to chapter 7. The chapter 7 trustee elected to proceed with the Aikahi sale, the court approved it, and the sale closed. After delinquent lease rent, sales expenses, and similar items were paid, there remained net proceeds of $85,991. The Chapter 7 trustee has liquidated the estate's personal property at the other three restaurants and paid all of the net proceeds ($29,983.14) to Santander. The parties agree on the legal principle that Santander is entitled to receive that portion of the sale proceeds that are the proceeds of its collateral. They do not agree, however, on what portion of the proceeds is attributable to the FF&E, which is subject to Santander's security interest, and what portion is attributable to the leasehold, which is not. Both parties have agreed, however, to waive an evidentiary hearing and have asked the Bankruptcy Judge to decide the issue on the existing paper record. Santander argues that it should receive all of the net proceeds of the Aikahi sale. A copy of the Court's Memorandum of Decision dated Jan. 31 is available at http://is.gd/z5Q8nVfrom Leagle.com. HDOS ENTERPRISES: Hot Dog on a Stick Restaurants in Chapter 11 -------------------------------------------------------------- HDOS Enterprises, the owner of the popular Hot Dog on a Stick restaurants, has filed a Chapter 11 bankruptcy petition in U.S. Bankruptcy Court, Central District of California, Los Angeles Division. The company is seeking relief so it can reorganize and restructure its business. The company currently operates 93 locations and plans to continue business as usual during the bankruptcy proceedings. Significant reductions to its corporate workforce and expenses, initiatives to grow top-line sales, and numerous programs to achieve savings from supply chain to store level have been undertaken over the past year. In addition to these continuing efforts, HDOS will be working closely with its landlords to review and renegotiate leases, the vast majority of which were written at the height of the real estate bubble. "Like many mall-based businesses, HDOS signed some very expensive leases during the booming economy of the mid-2000s," said Dan Smith, CEO. "In addition, declining mall foot traffic over the past several years has had a negative impact on sales at most company locations. We've been pursuing new leases in all locations and the Chapter 11 filing will allow us to do so in a more effective manner. The mall business is built around the relationships and partnerships between tenant and landlord. We want to be in malls where the relationship is positive and the partnership is mutually beneficial." "The Hot Dog on a Stick brand has been strong and iconic for many years. Our initiatives, coupled with the cooperation of our partners, will allow us to emerge from these bankruptcy proceedings in a position to thrive well into the future," Mr. Smith said. Media inquiries regarding HDOS' bankruptcy proceedings should be directed to Dan Smith at 760-930-0456 ext. 333. Leasehold inquiries should be directed to Andrew Margolick, A&G Realty Partners, at 312-454-2857. At least $1 Million in Debt Stephanie Gleason, writing for Daily Bankruptcy Review, reports that Hot Dog on a Stick opened its first stand on the beach in Santa Monica, California, more than six decades ago. Under the weight of expensive lease agreements executed during the height of the real estate bubble, the company said Chapter 11 represents its best chance for survival, DBR said, citing documents filed with the U.S. Bankruptcy Court in Los Angeles. The company owes somewhere between $1 million and $10 million to at least 1,000 creditors, according to the filing, and holds between $10 million and $50 million in assets, U-T San Diego reported. HDOS Chief Executive Dan Smith said the company has no immediate plans to close any stores, but hopes to use the bankruptcy proceeding as a chance to renegotiate its leases, many of which were signed at the height of the real estate bubble, U-T San Diego related. Hot Dog on a Stick said in court documents that it plans during its restructuring to reject 21 leases and renegotiate others, many of which are located in California malls, DBR pointed out. The company said it hopes this plan will help landlords previously unwilling to negotiate "rethink the issue." About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: HDOS Enterprises aka Hot Dog on a Stick aka Muscle Beach Lemonade and Hot Dog 1633 Ocean Front Santa Monica, CA 90401 Case No.: 14-12028 Type of Business: The Company operates 93 units of the quick- service Hot Dog on a Stick restaurants, known for its corn dogs on a stick and freshly squeezed lemonade. Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Hon. Neil W. Bason Debtor's Counsel: Jerome Bennett Friedman, Esq. FRIEDMAN LAW GROUP, P.C. 1900 Ave of the Stars 11th Fl Los Angeles, CA 90067-4409 Tel: 310-552-8210 Fax: 310-733-5442 Email: jfriedman@jbflawfirm.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Dan Smith, president and CEO. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Shamrock Foods Company Food service $688,988 P.O. Box 843539 Los Angeles, CA 90084-3539 California State Board Taxes and other $285,935 of Equalization debts P.O. Box 942879 Sacramento, CA 94279 Nicholas and Company, Inc. Food service $142,890 Hansen Distribution Group Food service $64,878 Shin & Kim Legal services $50,871 OKC Maui Owner, LLC Rent $44,341 DPI Specialty Foods Food service $37,130 Macerich Westside Rent $36,456 Van Deusen & Levitt Marketing services $35,026 Marnie Purvis Wages, slaries & $34,567 commissions Westday Associates, LP Rent $34,199 North County Fair LP Rent $33,390 Bibiana Becerril Wages, salaries $31,770 & commissions West End Partners Consulting services $30,000 Capref Lloyd Center, LLC Rent $28,843 Carlyle ER Metro, LLC Rent $27,803 Laurie Sonia Wages, salaries $27,619 & commissions Jay B. Kowallis Wages, salaries $26,712 & commissions Provo Mall LLC Rent $26,301 Nevada Department of Taxation Taxes and other $25,371 debts HOUSTON MEDICAL INVESTORS: Voluntary Chapter 11 Case Summary ------------------------------------------------------------ Debtor: Houston County Medical Investors, LLC 200 Renaissance Way PO Box 481 Crockett, TX 75835 Case No.: 14-90032 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Eastern District of Texas (Lufkin) Debtor's Counsel: Joshua P. Searcy, Esq. SEARCY & SEARCY, P.C. PO Box 3929 Longview, TX 75606 Tel: 903-757-3399 Fax: 903-757-9559 Email: jrspc@jrsearcylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Patrick Walker, managing partner. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. HUNTINGTON INGALLS: S&P Raises CCR to 'BB'; Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Huntington Ingalls Industries Inc. to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P affirmed its 'BBB+' issue rating on the company's unsecured industrial revenue bonds series 1999A due 2024. Huntington Ingalls Inc. is the obligor of the series 1999A bonds, and the bonds are guaranteed by a subsidiary of Northrop Grumman Corp. The upgrade reflects S&P's expectation that Huntington Ingalls' increasing EBITDA margins and lower debt levels, including declining post-retirement obligations, should result in improving credit metrics over the next two years despite flat revenues. S&P believes funds from operations (FFO) to debt improved to about 30% in 2013 (the company has not yet released its 2013 financial results) and should improve to 35%-40% by the end of 2015 as a result of these trends. S&P's 'BB' rating on Huntington Ingalls is based on its "fair" business risk and "intermediate" financial risk profile assessments, which result in an initial analytical outcome ("anchor") of 'bb+'. S&P applied an unfavorable comparable rating analysis assessment because the company's profitability continues to lag behind the rating benchmark, though it has shown improvement. In addition, FFO to debt, the core cash flow leverage ratio, is at the lower end of the "intermediate" range. This unfavorable assessment causes a one-notch negative impact on the anchor, resulting in a corporate credit rating of 'BB'. The "fair" business risk profile reflects Huntington Ingalls' position as one of only two builders of large ships for the U.S. Navy and its large backlog, which should provide steady demand for the next few years. S&P's assessment also incorporates limited product and customer diversity and the possible long-term budget pressures facing military shipbuilders. The company derives almost all of its revenues from contracts with the U.S. Navy, producing destroyers, amphibious ships, and nuclear powered aircraft carriers and attack submarines. Near-term revenue visibility is very high, as backlog equates to more than two years of sales. The recently passed government fiscal 2014 defense budget was actually somewhat favorable for Huntington Ingalls, since it restored funding to produce two Virginia class submarines a year and continues funding for the Ohio class replacement ballistic missile submarine. However, the construction contract for the next aircraft carrier, which was expected last year, looks like it won't be awarded until late 2014. The long-term outlook for shipbuilding budgets is less certain, with the likely return of sequestration in fiscal 2016, but it may benefit from the U.S. strategic shift to Asia. Although operating efficiency is a relative weak point, it has been improving as the company completes problem ships at its Gulf yards and benefits from operational changes and other efficiency improvement efforts. In addition, the company is planning to close its Avondale shipyard, which will allow it to concentrate production of destroyers and amphibious ships at its Pascagoula yard, resulting in more efficient operations. S&P expects margins at its more profitable Newport News yard, where it builds nuclear aircraft carriers and attack subs, to remain at current levels. EBITDA margins will likely improve to the low teens by 2015 from about 10% in 2012 due to increasing segment margins and lower pension expense. The "intermediate" financial risk profile reflects credit protection measures that are appropriate for the rating, when adjusted for the recoverability of significant postretirement and self-insurance liabilities under government contracts. Postretirement and self-insurance are allowable costs under government contracts, which enable Huntington Ingalls to recover most of these costs over time. S&P estimates this recovery to be 75% and reduce our standard adjustment for these liabilities by that proportion to reflect this benefit. S&P believes that solid asset returns and an increase in the discount rate used to measure the liability resulted in a significant decline in the company's pension liability at the end of 2013. INTELLICELL BIOSCIENCES: Designates Series F Preferred Stock ------------------------------------------------------------ Intellicell Biosciences, Inc., filed a certificate of designations, rights and preferences, with the Secretary of State of the State of Nevada pursuant to which the Corporation set forth the designation, powers, rights, privileges, preferences and restrictions of the Series E Preferred Stock. On Jan. 22, 2014, the Corporation filed a certificate of correction with the Secretary of State of Nevada to change the name of the designation from "Series E Preferred Stock" to "Series F Preferred Stock." Among other things, each one (1) share of the Series F Preferred Stock will have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote, divided by (y) 0.49, minus (z) the Numerator. A copy of the Certificate of Correction is available for free at: http://is.gd/WmDi0b 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. INT'L INDUSTRIAL: Appellate Court Rules Against Pugachev Arrest --------------------------------------------------------------- The Moscow City Court on Feb. 3 upheld the refusal of the Basmanny District Court to arrest businessman Sergei Pugachev, a former Russian senator and founder of International Industrial Bank (IIB), in absentia. Investigators allege Mr. Pugachev was involved in misappropriation of funds and the intentional bankruptcy of IIB. In a statement released on Feb. 4, Mr. Pugachev denies involvement in any wrongdoings. Lawyers for Pugachev argue that the legal proceedings have been replete with irregularities, and the wrongful application of law enforcement agencies to solve commercial disputes, echoing the experience of high profile Russian businessmen such as Mikhail Khordorkovsky. Under Russian law, the charges brought against Mr. Pugachev are associated with business activities, and recourse for arrest in absentia is not available. Despite these provisions, the Basmanny District Court granted an arrest warrant late last year. Defense counsel successfully argued that there were serious problems with the decision, and the ruling was quashed on appeal. A further attempt to have the Basmanny Court grant an arrest warrant was denied in January 2014. The Moscow City Court's decision on Feb. 4 to uphold the refusal of the lower court highlights once again the highly irregular manner in which the justice system has been used in this matter. The charges against the former politician were met with surprise by many, given the widely held belief that Mr Pugachev, who served in the Russian Senate from December 2001 to January 2011, was close to both former President Boris Yeltsin and to current President Vladimir Putin. Speaking for the first time about the matter, Sergei Pugachev commented: "In the last few years, law enforcement agencies have become the main tool for solving commercial disputes in Russia. Ever since I left the country, every one of my main domestic assets has been facing raiding attempts or expropriation. I have also been on the receiving end of threats and attempts at extortion. The unsubstantiated criminal allegations against me are consistent with that. The International Industrial Bank was founded by me more than 20 years ago but after I disposed of my shares over ten years ago, I no longer had any involvement, let alone control over its activities. If its bankruptcy was indeed intentional, it would have to have been instigated by the Russian Central Bank, which closely supervised its activities, and the Central Bank's Chairman." The case re-ignites the public debate about the Russian justice system and its impact on doing business in the country, at a time when Russia is in desperate need of inward investment. The pardoning of Mikhail Khordorkovsky late last year and the release of his business associate Platon Lebedev in January had been interpreted as signs Russia's authorities were taking steps to appease international opinion. The authorities' continued pursuit of Mr Pugachev, along with his statement made today that his domestic assets have been subject to raids and attempts at expropriation, goes against this trend. In an interview on January 15, 2014 with Radio Ekho Moskvy, counsel for the defense Aleksandr Gofstein said that Sergei Pugachev will plead not guilty and the prosecution does not have sufficient evidence, "The fact is that there was no crime, and that's why there is no documentary evidence of criminal activity." Headquartered in Moscow, International Industrial Bank lends to commercial and industrial projects run by United Industrial Corporation, which is affiliated with Sergey Pugachyov, a businessman and member of the Federation Council of Russia, the upper chamber of the parliament of the Russian Federation. Mr. Pugachyov and his family own 81% of IIB. The bank's senior managers own the rest. INTRAWEST RESORTS: S&P Gives 'B' CCR & Rates $25MM Revolver 'BB-' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned Denver-based mountain resort operator and real estate manager and developer Intrawest Resorts Holdings Inc. a 'B' corporate credit rating. The rating outlook is stable. In addition, S&P assigned Intrawest Operations Group LLC's $25 million revolver due 2018 its 'BB-' issue-level rating, 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. S&P also assigned Intrawest Operations Group LLC's $540 million first-lien term loan due 2020 and $55 million letter of credit facility due 2018 its 'B+' issue-level rating, 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. Intrawest used proceeds from the new term loan, along with cash on hand and a one-time distribution from affiliate company Abercrombie & Kent (A&K), to refinance the term debt previously outstanding at Intrawest Cayman L.P. and to pay for transaction fees and expenses. At the same time, S&P raised the ratings on Intrawest Cayman L.P. to 'B' from 'B-' and removed them from CreditWatch, where they were placed with positive implications on Nov. 12, 2013. The upgrade reflects the improvement in the capital structure of primary subsidiary Intrawest Resorts Holdings Inc. following the completion of the previously announced refinancing transaction. S&P subsequently withdrew its ratings on Intrawest Cayman L.P. at the request of the company, as the entity will no longer have rated debt outstanding. Concurrent with the transaction, affiliates of Intrawest's majority owner Fortress Investment Group exchanged about $1.1 billion of a total $1.4 billion in principal and accrued interest of subordinated debt at Intrawest Cayman L.P., for additional equity units in Intrawest Cayman L.P. The additional equity units allow for a stated preferred return that is to be paid out before any return to existing common equity units. Nevertheless, S&P do not view the additional equity units as debt- like, given there is no stated maturity and it is S&P's understanding that almost all of the additional equity units will be allocated to holders of Intrawest Cayman L.P.'s common equity in roughly the same proportion as the common equity holdings. In addition, the remaining $344.5 million (as of Sept. 30, 2013) was moved from Intrawest Cayman L.P.'s balance sheet to one of the ultimate owners' subsidiaries and intermediate parent of Intrawest. Finally, Intrawest Resorts Holdings Inc. recently became a publicly traded company through its IPO of stock, which closed and priced on Jan. 30, 2014. Intrawest intends to use the proceeds (approximately $35.1 million) for acquisitions, investments, and general corporate purposes. The expected receipt of proceeds does not affect S&P's rating, given that it do not expect the company to use proceeds to reduce term debt balances. INVACARE CORP: Completes Amendment to Credit Agreement ------------------------------------------------------ Invacare Corporation on Feb. 3 disclosed that it has successfully amended its credit agreement effective January 31, 2014. The amended agreement provides the Company with additional flexibility on its maximum leverage ratio financial covenant through September 30, 2014. "In partnership with our lenders, we are pleased to have completed this amendment to our credit agreement. The Company is actively managing its capital structure and reducing debt levels as we work through the phase of the consent decree with the United States Food and Drug Administration that limits production at our Taylor Street wheelchair manufacturing facility in Elyria, Ohio. Over the first nine months of 2013, we reduced our debt outstanding by $179.2 million to a total debt outstanding of $58.9 million as of September 30, 2013. We are confident that we will successfully exit this challenging period and begin to regain our custom power wheelchair market share. We would like to thank our lenders for their continued support," said Gerald B. Blouch, President and Chief Executive Officer. The new maximum leverage ratio for the first three quarters of 2014 has been increased as compared to the prior credit agreement. In calculating the Company's EBITDA for purposes of determining the ratios, the credit agreement amendment also allows the Company to add back to EBITDA up to $20,000,000 for one-time cash restructuring charges, representing an incremental increase of $5,000,000 from prior credit agreement terms. In order to align its debt capacity and related costs with anticipated needs, the Company also has reduced its revolving credit facility to $100,000,000 from $250,000,000 through the October 2015 maturity date of the facility. The Company will file a Form 8-K with the United States Securities and Exchange Commission relating to the amendment, which will include a copy of the amendment and further information regarding its terms. Headquartered in Elyria, Ohio, Invacare Corporation -- http://www.invacare.com-- engages in the manufacture and distribution of innovative home and long-term care medical products that promote recovery and active lifestyles. The Company has 5,400 associates and markets its products in approximately 80 countries around the world. ISABELLA REALTY: In Receivership; June 9 Claims Bar Date Set ------------------------------------------------------------ An Order Appointing Permanent Receiver was entered by the Providence (Rhode Island) County Superior Court in the matter, Jeffrey A. Tahlmore, Petitioner, vs. Isabella Realty, LLC, Respondent. P.M. No. 13-6349, on January 24, 2014. The Order appointed Richard L. Gemma, Esq., as Permanent Receiver of Isabella Realty, LLC d/b/a Gavin's Pub, and specified that the Receiver was to give a $10,000 Surety Bond, with respect to the faithful performance of the duties conferred upon the Receiver. All creditors or other claimants of Gavin's Pub are ordered to file under oath with the Receiver on or before June 9, 2014, a statement setting forth their claims. The commencement, prosecution, or continuance of the prosecution, of any action, suit, arbitration proceeding, hearing, or any foreclosure, reclamation or repossession proceeding, or any other proceeding against the Respondent or any of its property, are restrained and enjoined until further Court Order. The Receiver may be reached at: Richard L. Gemma, Esq. Wieck DeLuca & Gemma Incorporated 56 Pine Street, Suite 700 Providence, Rhode Island JENSEN-BYRD: 3 Lots at Lucky Lands Subdivision to Be Sold March 12 ------------------------------------------------------------------ Alaska Pacific Bank, as judgment creditor, will sell Lots 12, 13 and 14, Lucky Lands Subdivision, located at 25 and 26 State Dock Road, Gustavus, Alaska 99826, at public auction, at the exterior door facing Fourth Street of the Dimond Courthouse for the Superior Court for the State of Alaska, First Judicial District, 123 4th Street, Juneau, Alaska 99801, on March 12, 2014 at 10:00 a.m. for cash. Proceeds of the sale will be applied against $1,094,584 in obligations owing to Alaska Pacific Bank, together with any additional interest, attorney fees, costs and expenses incurred. The sale is made pursuant to a Judgment and Order of Sale, dated July 24, 2013, in the case, ALASKA PACIFIC BANK, a federally chartered savings bank, Plaintiffs, vs. TIMOTHY F. GIBSON, SR., also known as TIMOTHY F. GIBSON, ANNE I. GIBSON, JACOB E. GIBSON, BEAR -- TRACK MERCANTILE, a partnership, FIRST AMERICAN TITLE INSURANCE COMPANY, JENSEN-BYRD COMPANY, a Washington corporation, d/b/a JENSEN DISTRIBUTION SERVICES, and also persons in possession or claiming any right to possession and all other persons or parties unknown claiming a right, title, estate, lien, or interest in the real estate described in the complaint in this action, Defendants, Case No. 1JU-13-600 CI, pending before the Superior Court for the State of Alaska, First Judicial District at Juneau. Interest continues to accrue for each day from and after June 10, 2013 at the contract rate of 6.0% per annum; plus all additional attorney fees, costs and expenses of the sale incurred by Alaska Pacific Bank. Sale will be made without warranty, express or implied, regarding title, possession or encumbrances. The successful bidder at this sale will receive a certificate of sale to this property, subject to the one-year right of redemption authorized pursuant to Alaska Statutes 09.35.220-330. The property is sold "as is" and all bidders assume complete responsibility for determining to their own satisfaction the condition and value of the property, whether they have inspected it or not, and for determining the amount, nature and effect of any and all liens and encumbrances affecting the property, whether of record or not. The judgment creditor, the process server, its agents and attorney make no warranties or representations of any nature, either express or implied as to the condition of the property, status of title, or the amount, nature or effect of any lien or encumbrance which now affects or has ever affected the property to be sold, including but not limited to the rights of tenants in possession, if any. Alaska Pacific Bank may bid by offset bid all or any part of the debt owed. All other bidders must be prepared to pay by cash, certified funds, or cashiers check for the amount of their bid and be able to demonstrate their compliance with this requirement before any bid is finally accepted. Any questions regarding the sale should be directed to the attorney for Alaska Pacific Bank: Daniel G. Bruce, Esq. BAXTER BRUCE & SULLIVAN P.C. P.O. Box 32819 Juneau, Alaska 99803 Telephone: (907) 789-3166 or to Mr. Bruce's assistant, Jeanette Fishel, at (907) 790-7150. JEWEL ASSOCIATES: Angel's Deli Seeks to Foreclose on Lot Property ----------------------------------------------------------------- Angel's Deli, RIGP of 54 East Main St, West Warwick, RI 02893, filed a "Petition To Foreclose Right Of Redemption" with the Superior Court in the state of Rhode Island, against Ramon Acosta; Ramon Acosta, Trustee Zajac Family Irrevocable Trust; Welby Law Offices; Jewel Associates; RI Division of Taxation; City of Providence, Dept of Inspections & Standards, to foreclose all rights of redemption from the lien proceedings in and concerning a certain parcel of land situated in the County of Providence and in said State of Rhode Island and Providence Plantations. The property address is 21-23 Croyland Rd Plat 48 Lot 732 Providence, RI. Attorney for the Petitioner: Steven A. Murray, Esq. PO Box 954 Coventry, Rl 02816 Tel: (401) 390-1410 Parties who intend to make any objection or defense to the petition must file a written appearance and an answer under oath, setting forth clearly and specifically the objections or defense to each part of the petition, in the office of the Superior Court in Providence on or before the 20th day after receipt of the citation. Unless an appearance is filed by any interested parties, a default will be recorded, the petition will be taken as confessed, and interested parties will be forever barred from contesting the petition or any decree judgment entered thereon. JOHNNY LINGBANAN: Judge Wants More Docs on Vallejos' Claim ---------------------------------------------------------- In the Chapter 11 case of Johnny Lusnong Lingbanan and Victoria Mendoza Lingbanan, the Bankruptcy Court in Oakland, California, on Jan. 15, 2014, held a hearing on the debtors' Objections to Claim Nos. 19 and 20 filed by Emiliano Vallejo and Lucita Vallejo. The Objections were brought on grounds that no supporting documentation was provided with either claim. The Vallejos appeared at the hearing. Matthew Metzger, Esq., appeared on behalf of the debtors and the estate. Bankruptcy Judge William J. Lafferty, III, noted that although no opposition to the Objections had been filed, and the notice and service of the Objections appeared proper under Bankruptcy Local Rule 9014, there existed a dispute regarding the validity and appropriate disposition of these claims. The Court allowed the claimants one week in which to file amended proofs of claim, respectively, that would include supporting documentation necessary to determine the validity of any claim. The claimants responded by filing new proofs of claim on Jan. 21, 2014, which the Court is prepared to treat as amended versions of timely filed claims. Emiliano Vallejo filed Claim No. 25 and Lucita Vallejo filed Claim No. 24. On Jan. 29, 2014, a second hearing was held. The Court noted that although the claims, as amended, provided some documentation going to the general background of events concerning wage disputes between the former employer, debtors, and former employees, claimants, nothing within these documents provided the Court a factual basis on which to determine the amount or validity of the claims and merits of the debtors' Objections. As a result, the Court cannot presently determine whether either Objection is properly sustained or, in the alternative, whether either claim should be allowed and for what amount. In a Feb. 3, 2014 Memorandum available at http://is.gd/3PUEcEfrom Leagle.com, the Court directed the Vallejos no later than Feb. 14, 2014, to each file a statement with the Court and provide a copy to debtors' counsel. Each statement must include: (1) A statement of the facts in support of a claim against the debtors' bankruptcy estate -- for example, the number of hours worked but not paid or the amount of overtime worked but not paid, and when such work was performed. The clear computation of amounts should be included, along with any plainly stated narrative that is necessary. (2) Any documentary evidence in support of the statement. If no relevant documentation exists, claimants may include declarations, signed under penalty of perjury, in which they set forth specific alleged facts. After these statements are filed, the matter will be taken under further submission and the Court will notify the parties should any further hearing be necessary. Johnny Lusnong Lingbanan and Victoria Mendoza Lingbanan filed a joint Chapter 11 petition (Bankr. N.D. Calif. Case No. 11-73169) in Oakland on Dec. 19, 2011. KRAEMER-SHOWS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Kraemer-Shows Oilfield Services, LLC 118 Board Road Lafayette, LA 70508 Case No.: 14-50108 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtor's Counsel: William C. Vidrine, Esq. VIDRINE & VIDRINE 711 West Pinhook Road Lafayette, LA 70503 Tel: (337) 233-5195 Email: williamv@vidrinelaw.com Total Assets: $2.82 million Total Liabilities: $5.96 million The petition was signed by Eugene Kraemer, manager, member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-50108.pdf KRATON PERFORMANCE: S&P Revises Outlook to Pos. & Affirms 'B+' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on Kraton Performance Polymers Inc. to positive from stable. At the same time, S&P affirmed its 'B+' corporate credit rating on the company and its 'B' issue-level rating on the company's unsecured debt. The recovery rating on the unsecured debt remains '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. "The positive outlook reflects our estimation that there is at least a one in three probability of a rating upgrade arising from the proposed combination of Kraton's assets with LCY Chemical Corp.'s sytrenic block copolymers [SBC] assets," said Standard & Poor's credit analyst Pranay Sonalkar. S&P believes significantly higher earnings from the combination and the absence of new debt could contribute to a strengthening of Kraton's financial risk profile. S&P expects the company's business risk could potentially benefit from enhanced operating efficiency and better geographic diversity, offset in part by its significant concentration in USBCs. S&P's rating action also factors in uncertainty related to the timing and nature of the combination. S&P anticipates based on the company's announcement that the transaction will close at year-end 2014. S&P's ratings on Kraton reflect its assessment of the company's "weak" business risk profile and "aggressive" financial risk profile. The company is narrowly focused on styrenic block copolymers (SBCs), vulnerable to sharp raw material cost fluctuations, and exposed to cyclical and seasonal demand patterns for products serving roofing, paving, auto, and electronics markets. These negative factors are balanced by Kraton's ongoing efforts to maintain favorable pricing relative to raw material cost fluctuations, good end-market and geographic diversification, and improved operating efficiency in recent years. The positive outlook reflects S&P's view that the proposed combination of Kraton with LBY's SBC assets will result in a stronger financial risk profile as no new debt will be incurred but the combined company will benefit from higher earnings. S&P also expects the company's business risk position to benefit from improved operating efficiency and better geographic diversity, which is offset in part by its significant concentration in USBCs. In addition, S&P expects that the construction of the plant at the joint venture will continue as planned and remain within budget. S&P expects debt levels at Kraton to remain relatively stable except for increases associated with debt at the Taiwan joint venture. Additionally, S&P's assessment of adequate liquidity for the company mitigates risk. S&P could raise the rating if the transaction closes as planned and S&P's assumptions for no increase in debt or liabilities and a meaningful increase in earnings are borne out. For a one-notch upgrade S&P would require operating cash flow to debt of at least 15% and leverage below 4x. S&P could lower the rating if profitability were to decline following the close of the transaction such that operating cash flow to debt dropped to less than 10% and leverage exceeded 5x. S&P could also lower the rating if the company faced unexpected challenges at the Formosa joint venture. KRONOS WORLDWIDE: Fitch Affirms 'BB-' IDR & Alters Outlook to Neg. ------------------------------------------------------------------ Fitch Ratings has affirmed and revised the Ratings Outlooks for the 'BB-' Issuer Default Ratings (IDRs) for Kronos Worldwide, Inc. (NYSE: KRO) and Kronos International, Inc. to Negative from Stable. The rating action follows weaker than expected earnings in 2013 and the possibility of weak operating cash flows for 2014. Fitch had expected operating EBITDA of at least $75 million for the year compared to a preliminary 2013 Adjusted EBITDA loss of $38 million. Fitch had expected cash flow from operations (CFO) to exceed $90 million in 2013, which is likely to have been exceeded with liquidation of working capital. Key Ratings Drivers: Fitch's ratings reflect the company's solid market position (Top 5 globally) in the titanium dioxide (TiO2) industry, adequate liquidity, and modest debt levels combined with earnings volatility in the TiO2 industry. TiO2 is used in pigments to provide whiteness, brightness, opacity and durability. The industry is fairly concentrated with 58% of the global market accounted for by the top five manufacturers. The titanium feedstock industry is also highly concentrated with the top three producers accounting for about 63% of supply. The TiO2 market has been in a destocking phase which resulted in lower capacity utilization and weak earnings as producers sell excess inventory and move high-cost raw materials through cost of goods sold. In particular, Kronos Worldwide operated at 90.1% capacity utilization in 2013 versus 85% in 2012 and 100% in 2011. Guidance: The resolution of the lock-out in Canada should allow operations to approach full capacity in 2014. In its Jan. 30, 2014 announcement, the company stated that if 2013 results reflected the company's current cost of third-party feedstock ore procured, Adjusted EBITDA would have been approximately $218 million higher than amounts expected to be reported. The company announced that its average TiO2 selling prices in the fourth quarter of 2013 (4Q'13) are expected to be 1% higher than 3Q'13 but 10% lower than 4Q'12. Expectations: Fitch expects capital expenditures and dividends to aggregate $135 million per annum. Scheduled debt maturities through 2018 largely comprise the $20 million per annum due under the Contran Corporation loan. In its announcement, the company stated that it was exploring the possibility of accessing the debt capital markets. Fitch expects maximum borrowings of $300 million. Fitch had expected EBITDA to return to at least $150 million per annum with positive free cash flow after 2013. The Negative Rating Outlook reflects the possibility that free cash flow generation will be challenged. Adequate Liquidity: At Sept. 30, 2013, cash on hand aggregated $59.8 million - the bulk of which was held by non-U.S. subsidiaries. The $125 million, five-year asset based revolver is secured by receivables and inventory in North America. The facility has a 1:1 minimum fixed charge covenant at such times as availability is less than 10% but no other maintenance financial covenants. The facility was drawn in 2013 to repay the term loan and at Sept. 30, 2013, $46.2 million was outstanding and $56.6 million was available. The facility matures in 2017. The Eur120 million revolver at Kronos International is secured by the accounts receivable and inventory of the borrowers (operating subsidiaries). The facility currently expires in September 2017 and has a net secured debt-to-EBITDA maximum of 0.7x and net debt- to-equity minimum of 0.50 to 1 which is calculated at the operating subsidiary level. At Sept. 30, 2013, the facility was undrawn. The facility tends to be drawn seasonally with borrowings repaid in the third quarter. In 2013, the company borrowed $190 million on an unsecured basis from its ultimate parent, Contran Corporation. The loan amortizes at $5 million per quarter with the balance due in June 2018. At Sept. 30, 2013, $175 million was outstanding. Rating Sensitivities: Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Expectation of sustained leverage above 3x; -- Negative free cash flow after dividends. Positive: Not anticipated over the next 12 months but future developments that may lead to a positive rating action include: -- Diversification of earnings from TiO2. Fitch affirmed the ratings of Kronos Worldwide, Inc.as follows: -- Issuer Default Rating (IDR) at 'BB-'; -- ABL Revolver at 'BB+'. Fitch affirmed the ratings of Kronos International, Inc.as follows: -- IDR at 'BB-'; -- Senior secured revolving credit facility at 'BB+'. The Rating Outlook is revised to Negative. LEE ENTERPRISES: To Refinance $175 Mil. of Second Lien Debt ----------------------------------------------------------- Lee Enterprises, Incorporated on Feb. 3 disclosed that it has reached agreement with a group of lenders to refinance its $175 million of second lien debt with a new $200 million facility, extending maturities from April 2017 to December 2022. The refinancing will reduce the interest rate of Lee's second lien debt to 12% from 15% and is expected to close within 60 days. Mary Junck, chairman and chief executive officer, said: "This agreement both lowers our interest cost and gives us an even longer runway to continue reducing debt aggressively. We are now setting our sights on refinancing our first lien debt and expect another successful outcome." Carl Schmidt, Lee vice president, chief financial officer and treasurer, said lenders in the second lien refinancing will receive warrants to purchase a total of 6 million shares of Lee common stock, which will represent, after full issuance, approximately 10.1% of shares outstanding. The exercise price per share will be market-based, at the lower of $4.19 or the volume- weighted average trading price for the 10 days immediately prior to closing, minimizing dilution to current stockholders. He said the warrants, when exercised, are expected to provide an additional source of funds for debt reduction or other corporate purposes. Mr. Schmidt said the amount of the second lien debt can be reduced without penalty within 90 days after closing by up to $75 million, potentially reducing the outstanding second lien debt to as low as $125 million if a refinancing of first lien debt provides sufficient funding for any such prepayment. The current second lien debt totals $175 million. The current first lien debt totals $600 million and matures in December 2015. Lee's current long-term debt also includes a balance of $53 million of Pulitzer Notes issued to a subsidiary of Berkshire Hathaway, maturing in April 2017. Mr. Schmidt said that under the new second lien agreement, excess cash flows of Lee's Pulitzer subsidiary may be used, first, to reduce the outstanding amount of the Pulitzer Notes, second, to pay obligations under the new second lien agreement, and third, for a three year period, to pay amounts under the first lien agreement. Voluntary prepayments under the new second lien agreement otherwise will be subject to call premiums that step down to zero over a five-year period. Collateral under the new agreement will be substantially identical to the existing second lien facility. JPMorgan Securities LLC and Deutsche Bank Securities Inc. are acting as joint lead arrangers and joint bookrunners for the new second lien agreement. About Lee Enterprises Lee Enterprises, Incorporated, headquartered in Davenport, Iowa, publishes the St. Louis Post Dispatch and the Arizona Daily Star along with more than 40 other daily newspapers and about 300 weekly newspapers and specialty publications in 23 states. Revenue for the 12 months ended December 2010 was $780 million. The Company has 6,200 employees, with 4,650 working full-time. Lee Enterprises and certain of its affiliates filed for Chapter 11 (Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a prepackaged plan of reorganization. The Debtor selected Sidley Austin LLP as its general reorganization and bankruptcy counsel, and Young Conaway Stargatt & Taylor LLP as co-counsel; The Blackstone Group as Financial and Asset Management Consultant; and The Debtor disclosed total assets of $1.15 billion and total liabilities of $1.25 billion at Sept. 25, 2011. Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition Agent, is represented in the Debtors' cases by Sandeep "Sandy" Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher & Bartlett LLP. Certain Holders of Prepetition Credit Agreement Claims, Goldman Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and Blackwell Partners, LLC have committed to acquire up to a maximum amount of $166.25 million of loans under a New Second Lien Term Loan Facility pursuant to the Reorganization Plan. This commitment also includes the potential payment of up to $10 million as backstop cash to Reorganized Lee Enterprises to acquire the loans. The Initial Backstop Lenders are represented by Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed, Hadley & McCloy LLP. On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a second version of their prepackaged Chapter 11 reorganization plan. Lee Enterprises declared the prepackaged plan effective on Jan. 30. LEXICO RESOURCES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Lexico Resources International Corporation 58 E 100 North 83-11 Roosevelt, UT 84066 Case No.: 14-50160 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Hon. Bruce T. Beesley Debtor's Counsel: Stephen R Harris, Esq. HARRIS LAW PRACTICE LLC 6151 Lakeside DR, Ste 2100 Reno, NV 89511 Tel: (775) 786-7600 Fax: (775) 786-7764 Email: steve@harrislawreno.com Total Assets: $148,854 Total Liabilities: $1.32 million The petition was signed by Craig K. Phillips, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb14-50160.pdf LOEHMANN'S INC: A&G Realty Retained to Manage Sale of Store Leases ------------------------------------------------------------------ A&G Realty Partners, a commercial real estate, advisory and investment group, on Feb. 3 disclosed that it has been retained by real estate company Madison Capital to manage the sale of the 39 Loehmann's retail store leases, following the company's recent Chapter 11 bankruptcy filing. Madison acquired the Loehmann's Lease Designation Rights. A&G Realty is currently accepting bids to acquire the leases, which range from 15,000 to 60,000 square feet and average 25,000 square feet in key retail locations in California, New York, New Jersey, Florida, Connecticut, Washington DC, Georgia, Illinois, Maryland, Michigan, Texas, and Virginia. "The leases are the property of Madison Capital," said Michael Jerbich, Principal of A&G Realty Partners. "Retailers have the opportunity to take over the leases by either acquiring the rights from Madison outright or can offer to sublease the space from Madison. These leases are exceptional retail opportunities with interest from many national and local retailers." "The leases have significant value," said Richard Wagman, Managing Partner of Madison Capital. "The portfolio includes many dynamic retail markets throughout the country with unique opportunities such as La Cienega Beverly Hills, Sutter Street San Francisco, Chelsea New York and Paramus New Jersey." Loehmann's, Inc. is a specialty retailer of well known designer and brand name women's and men's fashion apparel, accessories and shoes at prices that are typically 30% to 65% below department store prices. Loehmann's operates 44 stores in major metropolitan markets located in 17 states. M.A.R. REALTY: Court Okays Hiring of Garcia Arregui as Attorneys ---------------------------------------------------------------- M.A.R. Realty Corp. Inc. sought and obtained authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Garcia Arregui & Fullana PSC as attorneys. The Debtor requires Garcia Arregui to: (a) advise the Debtor with respect to its duties, powers and responsibilities in this case under the laws of the U.S. and Puerto Rico in which the Debtor in possession conducts its operations, do business, or is involved in litigation; (b) advise the Debtor in possession with the determination whether reorganization is feasible and, if not helping debtor in the orderly liquidation of its assets; (c) assist the Debtor with respect to negotiations with creditors for the purpose of arranging the orderly liquidation of assets and for proposing a viable plan of reorganization; (d) prepare on behalf of the Debtor the necessary complains answer, order, reports memoranda of law under, or any other legal document; (e) appear before the bankruptcy court, or any other court in which the Debtor asserts a claim interest or defense directly or indirectly related to this bankruptcy case; and (f) perform other legal services for Debtors as may be required in these proceedings or in connection with the operation of and involvement with the Debtor's business, including but not limited to notary services. Garcia Arregui will be paid at these hourly rates: Isabel M. Fullana, partner $250 Associates $175 Paralegal $90 Garcia Arregui will also be reimbursed for reasonable out-of- pocket expenses incurred. Garcia Arregui received a retainer in the amount $10,000 plus $1,213 to cover filing fees, which was paid by the Debtor. Isabel M. Fullana, partner of Garcia Arregui, 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. Garcia Arregui can be reached at: Isabel M. Fullana, Esq. GARCIA ARREGUI & FULLANA P.S.C. 252 Ponce de Leon Ave., Suite 1101 Hato Rey 00918 Tel: (787) 766-2530 Fax: (787) 756-7800 E-mail: isabelfullana@gmail.com About M.A.R. Realty M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-09752) on Nov. 25, 2013. Edwin Ramos signed the petition as president. The Debtor disclosed $11.16 million in total assets and $10.14 million in total liabilities. Isabel M Fullana, Esq., at Garcia Arregui & Fullana PSC serves as the Debtor's counsel. Hon. Mildred Caban Flores presides over the case. MACROSOLVE INC: Touts Developments to Shareholders -------------------------------------------------- MacroSolve, Inc., has issued a letter to shareholders providing updates on significant developments at the Company, including: * The strategy of MacroSolve to continue patent enforcement litigation while providing patent and advisory services to highly-selective candidate companies; * An update on litigation proceedings, including the Markman hearing that was held in September 2013. On Jan. 21, 2014, the United States District Court for the Eastern District of Texas issued its patent claim construction ruling; * The Company's view on the recently-issued Markman Order, which is that the ruling is consistent with MacroSolve's position in the litigation and is favorable to the strength of its case; and * The Company's cost structure remains low and revenues from mobile app advisory services are encouraging. Shareholders and prospective investors may view the letter in full at http://is.gd/uflCDB About MacroSolve, Inc. Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE) -- http://www.macrosolve.com/-- is a technology and services company that develops mobile solutions for businesses and government. A mobile solution is typically the combination of mobile handheld devices, wireless connectivity, and software that streamlines business operations resulting in improved efficiencies and cost savings. The Company's balance sheet at Sept. 30, 2013, showed $1.49 million in total assets, $1.01 million in total liabilities and $476,842 in total stockholders' equity. Macrosolve, Inc., incurred a net loss of $1.77 million in 2012, a net loss of $2.53 million in 2011 and a net loss of $1.92 million in 2010. MJC AMERICA: Hires David A. Tilem as General Bankruptcy Counsel --------------------------------------------------------------- MJC America, Ltd. asks authorization from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of David A. Tilem ("TILEM") as general bankruptcy counsel, nunc pro tunc to the Dec. 10, 2013, petition date. The Debtor requires TILEM to: (a) complete its schedules and statement of financial affairs; (b) satisfy its reporting requirements to the Office of the U.S. Trustee, particularly in preparing the 7-Day Package; (c) appear before the Court in the prosecution of various motions, including those seeking employment of professionals, assumption or rejection of unexpired leases or executory contracts, and for leave to use, sell or lease property of the estate pursuant to Section 363; (d) respond to any motions which may be filed by creditors; (e) analyze proofs of claim and file objections if necessary; (f) prepare and obtain approval of a disclosure statement; (g) prepare and obtain confirmation of a plan of reorganization; (h) address or respond to other matters which may arise during the bankruptcy case; and (i) prosecute adversary proceedings, such as those required to avoid transfers under Chapter 5 of the Bankruptcy Code. TILEM professionals working on the Debtor's case will be paid at these hourly rates: Attorneys --------- David A. Tilem $500 Silvia S. Lew $400 Michael Avanesian $350 Of Counsel ---------- R. Teri Lim, $350 Keven S. Lacey $450 Barry R. Wegman $450 Patrick M. Hunter $400 Para-Professionals ------------------ Malissa L. Murguia $150 Diana Chau $100 Joan Fidelson $75 TILEM will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the filing of this Chapter 11 case, TILEM was retained March 29, 2013, to represent the Debtor in settlement negotiations. The Debtor paid TILEM a total of $3,550 for these services. TILEM billed the Debtor a total of $2,329 for the settlement negotiations, leaving a balance of $1,221. On or around Nov. 8, 2013, the Debtor retained TILEM to file a Chapter 11 case. The Debtor paid TILEM a total retainer of $100,000 in addition to any unused retainer from prior services. The Debtor paid TILEM with company funds. The Debtor paid TILEM in two installments. The first installment of $25,000 was paid in full prior to the commencement of bankruptcy related preparation services. The second installment of $75,000 was paid in full prior to the petition date. David A. Tilem, principal of TILEM, 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 Central District of California will hold a hearing on the application on Feb. 20, 2014, at 8:30 a.m. TILEM can be reached at: David A. Tilem, Esq. LAW OFFICES OF DAVID A. TILEM 206 N. Jackson Street, Suite 201 Glendale, CA 91206 Tel: (818) 507-6000 Fax: (818) 507-6800 E-mail: DavidTilem@TilemLaw.com MJC America, Ltd., doing business as Soleus Air System -- http://www.soleusair.com/-- which sells Soleus-branded air conditioners and heaters in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los Angeles on Dec. 10, 2013. MJC disclosed $14.0 million in total assets and $15.9 million in liabilities in its schedules. Accounts receivable of $9.22 million and inventory of $4.12 million comprise most of the assets. East West Bank has a scheduled secured claim of $2.1 million on a line of credit, and Hong Kong Gree Electric Appliances Sales, Ltd., is owed $4.07 million, but only $288,000 is secured. MOONLIGHT APARTMENTS: Has Until Feb. 13 to File Defective Docs -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas directed Moonlight Apartments, LLC, to file on or before Feb. 13, 2014, missing or defective documents or the Chapter 11 case will be dismissed. Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28, 2014. The Overland Park, Kansas-based company estimated $10 million to $50 million in assets and debt. The Debtor is represented by attorneys at Jochens Law Office, Inc., in Kansas City. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due May 28, 2014. The schedules of assets and liabilities, statement of financial affairs and other documents are due Feb. 11, 2014. MOONLIGHT APARTMENTS: Section 341(a) Meeting Set on March 3 ----------------------------------------------------------- A meeting of creditors in the bankruptcy case of Moonlight Apartments, LLC, will be held on March 3, 2014, at 10:00 a.m. at KC Room 173. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Overland Park, Kansas-based Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Kansas Case No. 14- 20172) in Kansas City on Jan. 28, 2014. James L. Wasko signed the petition as managing member. The Company estimated $10 million to $50 million in assets and debt. The Debtor is represented by attorneys at Jochens Law Office, Inc., in Kansas City. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due May 28, 2014. The schedules of assets and liabilities, statement of financial affairs and other documents are due Feb. 11, 2014. MORNINGSTAR MARKETPLACE: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Morningstar Marketplace, LTD 5309 Lincoln Highway West PO Box 364 Thomasville, PA 17364 Case No.: 14-00451 Type of Business: Flea Market Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Mary D France Debtor's Counsel: Robert L Knupp, Esq. SMIGEL, ANDERSON & SACKS, LLP 4431 North Front St., 3rd Flr. Harrisburg, PA 17110 Tel: 717 234-2401 Fax: 717 234-3611 Email: pmcbride@sasllp.com Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petition was signed by Andrew W. Lentz, general partner. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. NATIONAL BANK OF CANADA: Moody's Rates C$350MM Shares 'Ba1(hyb)' ---------------------------------------------------------------- Moody's assigned a rating of Ba1(hyb) to National Bank of Canada's (NBC, Aa3 Stable, C/a3 stable) 4.10% CAD350 million Basel III compliant NVCC rate reset preferred shares series 30. Proceeds from the issuance will be used for general corporate purposes. The NVCC preferred shares provide loss absorption as they are subject to automatic conversion into common shares, based on a predetermined conversion formula, at the point of non-viability, as defined by the Office of the Superintendent of Financial Institutions Canada (OSFI), subject to regulatory discretion. This incremental loss absorption feature is credit positive for holders of senior securities of NBC, as a layer of loss absorbing securities will reduce the risk of losses incurred higher in the capital hierarchy if the bank gets into financial distress. Ratings Rationale The rating is positioned 4 notches below the a3 adjusted baseline credit assessment (adjusted BCA) of NBC, in line with Moody's standard notching guidance for contractual non-viability preferred securities. An additional notch is added relative to the notching for legacy Canadian non-cumulative preferred shares (currently 3 notches below adjusted BCA) to capture the potential uncertainty related to the timing of loss absorption. Moody's expect the market for Canadian Basel III-compliant Additional Tier 1 (AT1) preferred shares to eventually reach in excess of CAD20 billion, based upon 1.5% of the largest Canadian banks' risk weighted assets (RWA). OSFI guidelines will require all domestic systemically important banks (D-SIBs) to maintain minimum Common Equity Tier 1 (CET1,excluding AT1) of 8% and total Tier I Capital (CET1 plus AT1) of 9.5% (in each case of RWAs) when fully phased-in. Moody's expects that not all of the incremental Tier I requirement above 8% will be held as contractual non- viability preferred shares, as banks will likely hold a "buffer" of CET1 which will count towards the total 9.5% requirement. However, to the extent that NVCC preferred shares can be issued more cheaply than common stock, Moody's expect that banks will likely optimize the most cost-effective Tier I securities they can while maintaining prudent common equity levels. This supports our expectations for a pickup in Canadian AT1 issuance in the coming year as the banks seek to refinance upcoming preferred share redemptions. The principal methodologies used in this rating were Rating Obligations with Variable Promises published in May 2013 and Global Banks published on May 2013. NET TALK.COM: Extends Term of Vicis Capital Loan to June 30 ----------------------------------------------------------- netTALK executed a redemption and debt restructuring agreement with Vicis Capital Master Fund effective Dec. 31, 2013, to, among other things, extend the term of the Company's loans to June 30, 2014, with two additional one year extensions, and reduce the overall loan amount from approximately $17,000,000 to $3,000,000. The restated loan accrues interest at six percent per annum. In addition, pursuant to the Redemption and Debt Restructuring Agreement, all shares and derivative securities including the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock, and warrants to purchase shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by Vicis will be returned to netTALK and cancelled. Pursuant to the terms of the Redemption and Debt Restructuring Agreement effective Dec. 31, 2013, Vicis will return to netTALK for cancellation (i) 19,995,092 shares of the netTALK's common stock, $0.001 par value, (ii) 500 issued and outstanding shares of netTALK's 12 percent Series A Convertible Redeemable Preferred Stock, par value $.001 per share, and (iii) common stock purchase warrants exercisable for 76,864,250 shares of common stock. Upon completion of the redemption and cancellation pursuant to the Redemption and Debt Restructuring Agreement, netTALK will have 41,324,221 shares of issued and outstanding common stock, $0.001 par value, of which 6,678,484 non-restricted and 34,645,737 restricted. About Net Talk.com Based in Miami, Fla., Net Talk.com, Inc., is a telephone company, that provides, sells and supplies commercial and residential telecommunication services, including services utilizing voice over internet protocol technology, session initiation protocol technology, wireless fidelity technology, wireless maximum technology, marine satellite services technology and other similar type technologies. Net Talk.com incurred a net loss of $14.71 million on $5.79 million of total revenue for the year ended Dec. 31, 2012, as compared with a net loss of $26.17 million on $2.72 million of total revenue for the year ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2013, showed $4.73 million in total assets, $25.87 million in total liabilities, $5 million in redeemable preferred stock, and a $26.14 million total stockholders' deficit. Going Concern/Bankruptcy Warning "The presentation of financial statements in accordance with GAAP contemplates that operations will be sustained for a reasonable period. However, we have incurred operating losses of $884,879 and $3,740,984 during the three and nine months ended September 30, 2013, and operating losses of $2,041,541 and $12,553,836 during the three and nine months ended September 30, 2012, respectively. The company is also highly leveraged with $16,068,911 in senior debentures, $1,070,087 in demand notes, $500,000 in 5% Secured Convertible Promissory Notes and $1,400,000 in mortgage debt. In addition, during the nine months ended September 30, 2013 and 2012, we used cash of $1,634,097 and $3,741,980, respectively, in support of our operations. As more fully discussed in Note 5, we have material redemption requirements associated with our senior debentures and demand notes, due during the year ended December 31, 2013. Since our inception, we have been substantially dependent upon funds raised through the sale of preferred stock and warrants to sustain our operating and investing activities. These are conditions that raise substantial doubts about our ability to continue as a going concern for a reasonable period." "We have never sustained profits and our losses could continue. Without sufficient additional capital to repay our indebtedness, we may be required to significantly scale back our operations, significantly reduce our headcount, seek protection under the provisions of the U.S. Bankruptcy Code, and/or discontinue many of our activities which could negatively affect our business and prospects," the Company said in the quarterly report for the period ended Sept. 30, 2013. NEW BERN RIVERFRONT: Court Rules on Discovery Request ----------------------------------------------------- Bankruptcy Judge Stephani W. Humrickhouse ruled that certain documents requested by New Bern Riverfront Development LLC from JELD-WEN, Inc., in a lawsuit against various entities are not protected by the so-called "work product doctrine" and must be produced. Judge Humrickhouse, however, denied New Bern's request for sanctions. JELD-WEN is not a party to the lawsuit. New Bern initiated an action in Wake County Superior Court in 2009 for the recovery of damages arising from alleged construction defects at the SkySail Luxury Condominiums in New Bern, North Carolina, and removed that action to the Bankruptcy court in February 2010. On Sept. 24, 2013, the plaintiff served a subpoena duces tecum on non-party JELD-WEN, Inc., seeking the production of a variety of documents, including those concerning the testing of doors and windows manufactured and supplied by JELD-WEN for installation at the SkySail Condos. The subpoena duces tecum was issued by the Bankruptcy Court and the documents were to be produced for inspection within this district, in Raleigh, North Carolina. JELD- WEN's agent accepted service of the subpoena duces tecum in Charlotte, North Carolina, on Sept. 25, 2013, and served its objections to the subpoena on the plaintiff on Oct. 4, 2013. A copy of Judge Humrickhouse's Jan. 31 Order on New Bern's "Motion to Compel Testimony Pursuant to Fed. R. Civ. P. 30(b)(6), Production of Documents and for Sanctions" is available at http://is.gd/QMLTYJfrom Leagle.com. The case is, NEW BERN RIVERFRONT DEVELOPMENT, LLC, Plaintiff, v. WEAVER COOKE CONSTRUCTION, LLC, TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, JDAVIS ARCHITECTS, PLLC, FLUHRER REED, PA, and NATIONAL ERECTORS REBAR, INC. f/k/a NATIONAL REINFORCING SYSTEMS INC., Defendants and WEAVER COOKE CONSTRUCTION, LLC and TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, Defendants, Counterclaimants, Crossclaimants and Third-Party Plaintiffs, v. JDAVIS ARCHITECTS, PLLC; FLUHRER REED, PA, SKYSAIL OWNERS ASSOCIATION, INC., NATIONAL REINFORCING SYSTEMS, INC, ROBERT ARMSTRONG, JR., ROBERT P. ARMSTRONG, JR., INC., SUMMIT DESIGN GROUP, INC., CAROLINA CUSTOM MOULDING, INC., CURENTON CONCRETE WORKS, INC., WILLIAM H. DAIL d/b/a DD COMPANY, EAST CAROLINA MASONRY, INC., GOURAS, INC., HAMLIN ROOFING SERVICES, INC., HUMPHREY HEATING & AIR CONDITIONING, INC., PERFORMANCE FIRE PROTECTION, LLC, RANDOLPH STAIR AND RAIL COMPANY, STOCK BUILDING SUPPLY, LLC, PLF OF SANFORD, INC. f/d/b/a LEE WINDOW & DOOR COMPANY, UNITED FORMING, INC., a/d/b/a UNITED CONCRETE, INC., and WATERPROOFING SPECIALTIES, INC., Crossclaimants, Counterclaimants and Third-Party Defendants and NATIONAL ERECTORS REBAR, INC., Defendant, Counterclaimant, Crossclaimant, and Third-Party Plaintiff, v. ROBERT ARMSTRONG, JR., ROBERT P. ARMSTRONG, JR., INC., SUMMIT DESIGN GROUP, INC., JMW CONCRETE CONTRACTORS, and JOHNSON'S MODERN ELECTRIC COMPANY, INC., Third-Party Defendants and JDAVIS ARCHITECTS, PLLC, Third-Party Plaintiff, v. McKIM & CREED, P.A., Third-Party Defendant and GOURAS, INC., Fourth-Party Plaintiff, v. RAFAEL HERNANDEZ, JR., CARLOS CHAVEZ d/b/a CHAVEZ DRYWALL, 5 BOYS, INC., and ALEX GARCIA d/b/a JC 5, Fourth-Party Defendants and STOCK BUILDING SUPPLY, LLC Third Party Plaintiff, v. CARLOS O. GARCIA d/b/a C.N.N.C. Third Party Defendant, AP No. 10-00023-8-SWH (Bankr. E.D.N.C.). About New Bern Riverfront Cary, North Carolina-based New Bern Riverfront Development, LLC, is the developer of SkySail Condominium, consisting of 121 residential condominiums (plus 1 commercial/non-residential unit) located on Middle Street on the waterfront in historic downtown New Bern, North Carolina, and sells the SkySail Condominiums in the ordinary course of business. New Bern Riverfront filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on Nov. 30, 2009. John A. Northen, Esq., at Northen Blue, LLP, represents the Debtor. The Company disclosed $31,515,040 in assets and $25,676,781 in liabilities as of the Chapter 11 filing. New Bern Riverfront has filed an Amended Plan of Reorganization dated June 30, which represents a consensual plan negotiated with the Debtor's secured creditor, Wells Fargo Bank, N.A. The Debtor contemplates selling properties. NEW CENTURY TRS: "Carr" Suit Against JPMorgan et al. Dismissed -------------------------------------------------------------- Bankruptcy Judge Kevin J. Carey dismissed the adversary proceeding, ANITA B. CARR Plaintiff, v. JP MORGAN CHASE BANK, N.A., CHASE HOME FINANCE, LLC et al., and DOES 1-10, Defendants, Adv. Proc. No. 13-51058 (KJC) (Bankr. D. Del.), for lack of subject matter jurisdiction, at the behest of defendants JP Morgan and Chase Home Finance. A copy of the Court's Feb. 3, 2014 Memorandum is available at http://is.gd/OeoqYbfrom Leagle.com. On May 21, 2013, Anita B. Carr filed the "Verified Complaint for Violations of Chapter 11 Bankruptcy Stay, Fraud and Fraudulent Conveyance and Application for Preliminary and Permanent Injunctive Relief and Reservation of Rights" commencing the adversary proceeding against JP Morgan, Chase Home Finance, and "any known or unknown dba used by said Defendants and DOES 1-10". In her Complaint, Ms. Carr asks for judgment against the Defendants in the amount of $2,346,000, and seeks to enjoin the Defendants from taking any action to sell, convey or attempt to sell or convey certain real property located in Dublin, California, or from taking any action to evict Ms. Carr from that real property. On July 3, 2013, JPM and CHF filed a motion to dismiss the Complaint, along with a Memorandum of Law, asserting that the Court lacks subject matter jurisdiction over the Complaint and that the Complaint fails to state a claim upon which relief can be granted. About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold its assets in transactions approved by the Bankruptcy Court. The Bankruptcy Court confirmed the Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors on July 15, 2008, which became effective on Aug. 1, 2008. An appeal was taken and, on July 16, 2009, District Judge Sue Robinson issued a Memorandum Opinion reversing the Confirmation Order. On July 27, 2009, the Bankruptcy Court entered an Order Granting Motion of the Trustee for an Order Preserving the Status Quo Including Maintenance of Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole Officer and Director of the Debtors, Pending Entry of a Final Order Consistent with the District Court's Memorandum Opinion. On Nov. 20, 2009, the Court entered an Order confirming the Modified Second Amended Joint Chapter 11 Plan of Liquidation. The Modified Plan adopted, ratified and confirmed the New Century Liquidating Trust Agreement, dated as of Aug. 1, 2008, which created the New Century Liquidating Trust and appointed Alan M. Jacobs as Liquidating Trustee of New Century Liquidating Trust and Plan Administrator of New Century Warehouse Corporation. NNN 123: Plan Filing Hearing Moved to February 28 ------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois continued to Feb. 28, 2014, the hearing to consider approval to extend the deadline in relation to the Chapter 11 plan of NNN 123 North Wacker, LLC, et al. The hearing will be held at 11:00 a.m., at Courtroom 682 219 South Dearborn, Chicago, Illinois. NNN 123 North Wacker 1 LLC and the other tenants, who own over 86% of the property that constitutes the only significant asset of Debtors, object to the Debtors' request for extension of the time to file a plan because the Debtors' bankruptcy case was filed in bad faith and without proper consent. As reported on the Troubled Company Reporter on Jan. 27, 2014, the Debtors relate they have made significant progress in negotiations with the lenders, and they need additional time to conclude those discussions in relation to the Plan and the explanatory Disclosure Statement. The Debtors have proposed these extensions: Deadline Current Date Proposed Date -------- ------------ ------------- Plan Exclusivity Deadline Feb. 3 May 4 Solicitation Deadline April 25 July 1 Plan Filing Feb. 6 May 4 Plan Status Hearing Feb. 18 Week of May 19 General Claims Objection Deadline Feb. 3 April 14 About NNN 123 North Wacker, LLC NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago, represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as counsel. The Debtor disclosed total assets of $24.95 million and total liabilities of $135.47 million in its Schedules. Another entity, NNN 123 North Wacker Member LLC, sought Chapter 11 protection (Case No. 13-39240) on the same day. NNN 123: Court to Weigh Cash Collateral Access on March 27 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois scheduled a hearing for March 27, 2014, at 10:30 a.m., at Courtroom 682 219 South Dearborn, Chicago, Illinois, regarding NNN 123 North Wacker LLC's use of cash collateral. As reported in the Troubled Company Reporter on Jan. 7, 2014, the Debtor sought and obtained authorization from the Court to use cash collateral until Jan. 31, 2014, to pay expenses related to the improved real property located at 123 North Wacker Drive in Chicago. A copy of the budget is available for free at: http://bankrupt.com/misc/NNN123cashcollorderbudget.pdf The party with an interest in the cash collateral is Wells Fargo Bank, N.A., as Trustee, for the registered holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass- Through Certificates, Series 2005-C4 acting by and through C-III Asset Management LLC, a Delaware limited liability company, as successor to Midland Loan Services Inc., in its capacity as special servicer for the 123 North Wacker Whole Loan pursuant to a Pooling and Servicing Agreement dated Dec. 1, 2005. As adequate protection for the use of cash collateral, the Lender will receive a $520,701 adequate protection payment to be applied to the indebtedness owed pursuant to the loan documents. The $669,981.52 of remaining amounts needed to fund the required tenant improvements costs and leasing commissions associated with the lease of office space to FPL Corporate Services, LLC, will be placed by the Lender in an escrow account with Zodiac Title Services LLC. NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago, represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as counsel. The Debtor disclosed total assets of $24.95 million and total liabilities of $135.47 million in its Schedules. Another entity, NNN 123 North Wacker Member LLC, sought Chapter 11 protection (Case No. 13-39240) on the same day. NNN 123: TIC Members Withdraw Case Dismissal Bid ------------------------------------------------ NNN 123 North Wacker 1 LLC and other tenants in common (TIC Members), who owns over 86% of the property that constitutes the only significant asset of debtor NNN 123 North Wacker LLC, have withdrawn their request to dismiss the Debtors' Chapter 11 bankruptcy case. As reported in the Troubled Company Reporter on Nov. 7, 2013, the TIC Members are 34 single purpose limited liability companies that, along with the Debtor, hold an undivided fee interest as common law tenants in common in an office building located at 123 North Wacker Drive, Chicago, Illinois. The TIC Members, along with the Debtor, are jointly and severally liable on more than $134 million in loans that were advanced by General Electric Capital Corporation to purchase the property in 2005 and which loans are now securitized. The TIC Members had been working cooperatively with the Master Service of the Loans in an effort to develop a strategy to restructure the Loans and to infuse additional capital into the property when they learned of the Debtor's bankruptcy filing. The Debtor, however, did not participate in the TIC members' restructuring. The TIC Members have had a strained relationship with the Debtor's principals. According to the Dismissal Motion, the Chapter 11 case must be dismissed on these reasons: a. The petition was filed in bad faith The Debtor has not articulated any good faith basis for filing the within case and, considering that no default had even been called by the Lender at the time of the filing and no enforcement efforts were undertaken, no basis existed for the filing. b. The case should be dismissed rather than converted Dismissal, rather than conversion, is appropriate and in the best interest of creditors and the estate because there are no assets available for distribution to unsecured creditors in the event of conversion. Counsel for TIC Members are Emily Stone, Esq., Bernard R. Given, II, Esq., and Vadim J. Rubinstein, Esq., at Loeb & Loeb LLP. NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago, represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as counsel. The Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Another entity, NNN 123 North Wacker Member, LLC, sought Chapter 11 protection (Case No. 13-39240) on the same day. OIL FLATS LAND: Case Summary & 10 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Oil Flats Land Holdings, LLC 6514 Tulip Lane Dallas, TX 75230 Case No.: 14-30677 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Email: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Steve Topletz, managing member. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb14-30677.pdf ONEOK INC: S&P Lowers CCR to 'BB+' & Removes Rating From Watch -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Tulsa, Okla.-based ONEOK Inc. to 'BB+' from 'BBB' and its short-term rating to 'B' from 'A-2'. S&P also removed the ratings from CreditWatch where it placed them on July 25, 2013, with negative implications. The outlook is stable. S&P is withdrawing ONEOK's short-term rating at the issuer's request. In addition, S&P is assigning a recovery rating of '3' to ONEOK Inc.'s senior unsecured debt, indicating its expectation of meaningful (50% to 70%) recovery for creditors in the event of a payment default. At the same time, S&P affirmed the 'BBB' corporate credit rating and 'A-2' short-term rating on master limited partnership (MLP) ONEOK Partners L.P. and revised the outlook to stable. "We believe that ONEOK's credit profile is weaker as a pure-play general partnership, because its assets consist solely of its 41.2% general and limited partners equity interests in its MLP subsidiary ONEOK Partners as of Dec. 31, 2013," said Standard & Poor's credit analyst Michael Grande. ONEOK is solely reliant on distributions from ONEOK Partners to service its debt and other obligations. ONEOK Partners' business is primarily focused on the natural gas gathering and processing and natural gas liquids (NGL) segments, which S&P views as having a higher degree of business risk than other midstream businesses such as transportation and storage which tend to have more stable cash flows backed by long-term take-or-pay contracts. The outlook on ONEOK's ratings is stable, and reflects S&P's expectation that the company will maintain a low stand-alone debt/EBITDA ratio of about 2x in 2014. S&P could lower the rating if ONEOK's financial leverage is sustained above 3x due to debt-financed acquisitions or weakness at ONEOK Partners that results in a decline in distributions. A higher rating is limited at this time because of ONEOK's sole reliance on an operating subsidiary that has a narrow focus on gathering and processing and NGL logistics, which is subject to natural gas volume risk and commodity price risk. However, S&P could consider a higher rating in the future if it expected ONEOK to maintain a long-term financial leverage ratio of less than 1x. PATIENT SAFETY: Kinderhook Stake at 2.47% as of Jan. 9 ------------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Kinderhook, LP, and its affiliates disclosed that as of Jan. 9, 2014, they beneficially owned 959,919 shares of common stock of Patient Safety Technologies, Inc., representing 2.47 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/swBrhR About Patient Safety Technologies Patient Safety Technologies, Inc. (OTC: PSTX) -- http://www.surgicountmedical.com/-- through its wholly owned operating subsidiary SurgiCount Medical, Inc., provides the Safety-Sponge(TM) System, a system designed to improve the standard of patient care and reduce health care costs by preventing the occurrence of surgical sponges and other retained foreign objects from being left inside patients after surgery. RFOs are among one of the most common surgical errors. The Company's balance sheet at Sept. 30, 2013, showed $18.71 million in total assets, $5.56 million in total liabilities and $13.15 million in stockholders' equity. Patient Safety incurred a net loss applicable to common shareholders of $1.91 million for the nine months ended Sept. 30, 2013. The Company incurred a net loss of $2.20 million in 2012 and a net loss of $1.89 million in 2011. PATRIOT COAL: Arch Records $12MM Charge to Reflect UMWA Settlement ------------------------------------------------------------------ Arch Coal Inc. recorded a $12.0 million charge in the fourth quarter of 2013 to reflect the settlement of legal claims brought by the United Mine Workers of America ("UMWA") against Arch subsequent to Patriot Coal's bankruptcy. As previously announced, Arch also completed the acquisition of the Guffey metallurgical coal reserves from Patriot Coal in December 2013 for $16.0 million. These reserves will extend the life of the Leer mine by nearly three years. Arch reported revenues of $719.4 million and adjusted earnings before interest, taxes, depreciation, depletion and amortization ("EBITDA") of $38.4 million in the fourth quarter of 2013. The company's results reflect a softer pricing environment for metallurgical and thermal coals than in the prior-year quarter, as well as the impact of previously disclosed rail service issues in the Powder River Basin and geological challenges encountered in Appalachia. During the fourth quarter of 2013, Arch reported a net loss of $371.2 million, or $1.75 per diluted share. The fourth quarter results include a non-cash goodwill impairment charge of $265.4 million, which has no impact on the company's liquidity, operating cash flow and ongoing business operations. Excluding the charge for goodwill impairment, early debt retirement, other one-time costs, non-cash accretion of acquired coal supply agreements and the related tax impacts of these items, Arch's adjusted net loss was $95.1 million, or $0.45 per diluted share, in the fourth quarter of 2013. In the prior-year quarter, Arch reported an adjusted net loss of $88.7 million, or $0.42 per diluted share. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed Dec. 19, 2012, by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. Patriot Coal et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. The Bankruptcy Court approved the Plan on Dec. 17, 2013. POLYMER GROUP: S&P Lowers CCR to 'B-'; Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and senior secured debt ratings on Polymer Group to 'B-' from 'B'. The outlook is stable. The recovery rating remains unchanged at '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. However, S&P expects to update its recovery analysis when Polymer Group discloses details of the acquisition financing. Based on S&P's understanding of the proposed transaction, it do not believe that the recovery rating will weaken by more than one category. "The downgrade reflects our view that the Providencia acquisition will strain Polymer Group's financial risk profile beyond our previous expectations," said Standard & Poor's credit analyst Cynthia Werneth. The purchase price (including a deferred portion) represents approximately 9x Providencia's last-12-months' adjusted EBITDA. In addition, this transaction closely follows Polymer Group's November 2013 debt-financed acquisition of U.K.- based nonwovens manufacturer Fiberweb PLC. Together, the two transactions nearly double Polymer Group's size and more than double its debt. Polymer Group is highly leveraged. S&P estimates adjusted debt to EBITDA pro forma for both transactions (assuming Polymer Group acquires 100% of Providencia) will be about 6.6x, and S&P believes it will remain above 6x for the next two years. S&P adjusts debt to include about $185 million of capitalized operating leases, receivables factoring, and the deferred portion of the Providencia purchase price. Although Fiberweb and Providencia have similar technologies and products to Polymer Group, and they all share some of the same customers, S&P believes integrating such large acquisitions may be difficult. The outlook is stable. S&P expects debt to EBITDA, pro forma for both the Fiberweb and Providencia acquisitions to remain in the 6x to 7x range through 2015, declining somewhat thereafter primarily as a function of earnings growth. EBITDA interest coverage should be 2x or higher. S&P could lower the ratings if liquidity weakens because Polymer Group has difficulty integrating the Fiberweb and Providencia acquisitions, or it is costlier than expected. In addition, S&P could downgrade the company if other operating problems such as a sharp spike in raw material costs that it cannot pass on to its customers occurs, or if capital expenditures are significantly higher than expected. S&P would also likely lower the rating in the event of another debt-financed acquisition in the near term. S&P is very unlikely to raise the ratings during the next year. To consider an upgrade, S&P would need to be confident that the Fiberweb and Providencia acquisitions have been well integrated and the combined company has an earnings and leverage profile that would support a higher rating, including adjusted leverage below 6x. At that time S&P would also need to rule out the likelihood of additional large, debt-financed acquisitions or capital expansions. PREMIER DIAGNOSTIC: BCSC Grants Management Cease Trade Order ------------------------------------------------------------ Premier Diagnostic Health Services Inc. on Feb. 4 disclosed that it has been issued a General Cease Trade Order (CTO) by the British Columbia Securities Commission. An application for a Management Cease Trade Order (MCTO) was made in respect to the late filing of the Company's audited annual financial statements for the fiscal year ended September 30, 2013 and its management's discussion and analysis relating thereto which were due on January 28, 2014, but this was denied due to the previous granting of a MCTO for fiscal years 2011 and 2012. The delay in filing the Required Filings is principally related to the delays of obtaining the required information from the Company's subsidiaries in China and Hong Kong. The CTO will prohibit the trading of securities of Premier for so long as the Required Filings are not filed. Premier confirms that it will satisfy the provisions of the alternative information guidelines under National Policy 12-203 by issuing bi-weekly default status reports in the form of news releases so long as it remains in default of the filing requirements set out above. Premier is making every effort to complete the Required Filings in a timely fashion and expects to file the audited annual financial statements by February 28th, 2014. Premier Diagnostic Health Services Inc. is a Canada-based company, engaged in the business of establishment of Diagnostic Imaging Centers in Canada and China, together with an integrated support services infrastructure, utilizing of Positron Emission Technology (PET) and/or Magnetic Resonance Imagining (MRI) technologies, and the establishment of facilities for the commercial production of Health Canada-approved CanTrace fluorodeoxyglucose (FDG), the radiopharmaceutical used in PET scanning, for use and sale. As of September 30, 2012, the Company had 100% interest in Premier Diagnostic Health Services (Vancouver) Inc.; Petscan International (Hong Kong) Limited, and Beijing Premier International Medical Equipment Technology Services Corporation Limited (Premier Beijing). PRIMUS POWER: Battery Deals Charge Venture Capitalists ------------------------------------------------------ Yuliya Chernova, writing for Daily Bankruptcy Review, reported that Primus Power, a provider of batteries for the electric grid, has raised a fresh $20 million, representing the third investment deal announced this year for a venture-backed startup in the difficult battery sector. PROGUARD ACQUISITION: Suspending Filing of Reports with SEC ----------------------------------------------------------- Proguard Acquisition Corp. filed a Form 15 with the U.S. Securities and Exchange Commission to voluntarily terminate the registration of its common stock, par value $0.001 per share, under Section 12(g) of the Securities Exchange Act of 1934. As a result of the Form 15 filing, the Company is not anymore obliged to file periodic reports with the SEC. There were only 78 holders of the Company's common shares as of Jan. 24, 2014. About Proguard Acquisition Proguard Acquisition Corp. (OTC BB: PGRD), headquartered in Lauderdale, Florida, is a Business to Business (B2B) reseller of all general line office and business products. As reported in the TCR on April 11, 2013, Pruzansky, P.A., in Boca Raton, Florida, expressed substantial doubt about Proguard Acquisition's ability to continue as a going concern, citing the Company's net loss and net cash used in operations of $445,016 and $173,189, respectively, during the year ended Dec. 31, 2012, and stockholders' deficit and accumulated deficit of $49,314 and $1.42 million, respectively, at Dec. 31, 2012. The Company's balance sheet at Sept. 30, 2013, showed $1.05 million in total assets, $1.37 million in total liabilities and a $312,525 total stockholders' deficit. PROSPECT SQUARE: Employs Kutner Brinen as Bankruptcy Attorneys -------------------------------------------------------------- Prospect Square 07 A, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Kutner Brinen Garber, P.C., as attorneys, to provide legal advice and aid the Debtor in the development of a plan of reorganization under Chapter 11 of the Bankruptcy Code. The following professionals will take the lead role in representing the Debtor and will be paid the following hourly rates: Lee M. Kutner, Esq. -- lmk@kutnerlaw.com $460 Jeffrey S. Brinen, Esq. -- jsb@kutnerlaw.com $400 Aaron A. Garber, Esq. -- aag@kutnerlaw.com $370 Jenny M.F. Fujii, Esq. -- jmf@kutnerlaw.com $320 Benjamin H. Shloss, Esq. -- bhs@kutnerlaw.com $260 Leigh A. Flanagan, Esq. -- laf@kutnerlaw.com $320 Lisa N. Nobles, Esq. -- lnn@kutnerlaw.com $280 Paralegals will be paid $75 per hour. The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Kutner, a shareholder with Kutner Brinen Garber, P.C., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Kutner discloses that the firm has also been employed to represent four affiliated debtors who are tenants in common along with the Debtor in the ownership of 113,000-square foot shopping center located at 9690 Colerain Ave., in Cincinnati, Ohio. The Debtor paid the firm a prepetition retainer for payment of postpetition fees and costs in the amount of $22,817. The firm was also paid prepetition fees and costs, including the filing fee, by the Debtor and the affiliates in the amount of $8,439. Prospect Square 07 A, LLC, and related entities sought Chapter 11 bankruptcy protection from creditors (Bankr. D. Colo. Lead Case No. 14-10896) in Denver on Jan. 29, 2014. Prospect Square 07 A, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at 9690 Colerain Avenue, Cincinnati, Ohio, estimated $10 million to $50 million in assets and debt. The Debtors' Chapter 11 plan and disclosure statement are due May 29, 2014. RADIOSHACK CORP: To Close About 500 Stores Within Months -------------------------------------------------------- Emily Glazer, writing for The Wall Street Journal, reported that on Sunday, Feb. 2, RadioShack Corp. used comedy, in the form of a Super Bowl ad, to show its stores being dismantled and rebuilt. On Tuesday, Feb. 4, the news broke that some of the stores will be dismantled, period. According to people familiar with the matter, RadioShack is planning to close around 500 locations in the coming months, the report related. It isn't clear which of RadioShack's roughly 4,300 stores will be closed and when exactly the closings will begin. The people familiar with the matter noted that it isn't unusual for companies to close stores when going through a restructuring. The news was a cold dose of reality after the upbeat feeling generated by the commercial, which was widely considered one of the best that aired during the big game Sunday night, according to the report. In the commercial, RadioShack poked fun at its outdated image by bringing in a crowd of throwback characters from the 1980s, including Hulk Hogan, Erik Estrada and Alf, who purport to want their store back and proceed to tear out the shelves and haul away products. On Feb. 4, RadioShack shares slipped 4.8% to $2.36, the report said. Following the Super Bowl ad, the stock jumped more than 7% on the morning of Feb. 3. The Fort Worth, Texas, retail chain has been working on transforming its image from an old-school electronics store into a destination for shoppers looking for entertainment gadgets, like headphones and smartphone cases, the report said. In October, RadioShack secured $835 million in loans to refinance about $625 million of debt. Those funds, from a group led by GE Capital, also freed up cash for RadioShack's overhaul. ROSEVILLE SENIOR LIVING: Tellatin Short Okayed as Appraiser ----------------------------------------------------------- Roseville Senior Living Properties LLC sought and obtained permission from the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey to employ Tellatin, Short & Hansen, Inc. as appraiser. The Debtor requires Tellatin Short to: (a) assist the Debtor in responding to discovery requests by parties-in-interest in Chapter 11 proceedings; (b) assist the Debtor in responding to requests related to any and all appraisals and assess any related documents; (c) assist the Debtor and other professional advisors in preparing for court appearances, appearances before the U.S. Trustee and communications with any committee appointed in the bankruptcy, as required; and (d) perform other services as directed by the Debtor and its counsel. Tellatin Short will be paid at these hourly rates: James K. Tellatin $350 Sterling E. Short $350 Charles Mark Hansen $350 David H. Fryday $250 Michael M. McFerron $200 Tellatin Short will also be reimbursed for reasonable out-of- pocket expenses incurred. James K. Tellatin, of Tellatin Short, 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. Tellatin Short can be reached at: James K. Tellatin, MAI TELLATIN, SHORT & HANSEN, INC. 15455 Conway Road, Suite 355 Chesterfield, MO 63017 Tel: (636) 530-0009 Cel: (314) 283-0067 Fax: (636) 530-0046 E-mail: jim@tellatin.com About Roseville Senior Roseville Senior Living Properties, LLC, filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in Newark. Judge Donald H. Steckroth presides over the case. Walter J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior Living Properties as counsel. Friedman LLP serves as the Debtor's accountant. Roseville Senior Living Properties estimated $10 million to $50 million in assets, and $1 million to $10 million in liabilities. In its schedules filed with the Bankruptcy Court, the Debtor indicated total assets and total debts as "Unknown". A copy of the Schedules is available at: http://bankrupt.com/misc/rosevillesenior.doc54.pdf The petition was signed by Michael Edrel, managing director, Meecorp Capital Markets, Inc. The United States Trustee for Region 3 appointed Joseph Rodrigues, State Long Term Care Ombudsman, California Department of Aging, as the Patient Care Ombudsman in the Debtor's case. ROUNDY'S SUPERMARKETS: Moody's Rates New $460MM 1st Lien Loan 'B1' ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Roundy's Supermarkets, Inc. proposed $460 million first lien term loan. Moody's also affirmed the company's B2 Corporate Family Rating, B2-PD probability of default rating and all the existing instrument ratings. The rating outlook remains negative. The proceeds of the proposed $460 million first lien term loan will be used to refinance the company's existing senior secured term loan. As part of the refinancing transaction the company will also replace its $125 million senior secured revolving credit facility with a proposed $220 million ABL revolving credit facility. The following rating is assigned: $460 million first lien term loan maturing 2020 at B1 (LGD3, 41%) The following ratings are affirmed and point estimates updated: Corporate Family Rating at B2 Probability of Default Rating B2-PD $200 million Second Lien Notes at B3 (LGD5, 70% from LGD 4, 69%) The following ratings are affirmed and will be withdrawn upon closing: $125 million First Lien Revolving Credit Facility expiring February 2017 at B1 (LGD3, 32%) $518 million First Lien Term Loan maturing February 2019 at B1 (LGD3, 32%) Ratings Rationale The company's B2 Corporate Family Rating reflects its high leverage, small size, geographic concentration, and increasing competition from alternative food retailers which continues to pressure revenue growth and margins. Additional rating factors include Roundy's meaningful regional presence which Moody's believes will improve over time with the addition of the Dominick's locations, as well as the company's good liquidity. The proposed refinancing of the existing credit facilities is modestly positive as it marginally improves liquidity while extending maturities. While Moody's believes the Dominick's acquisition makes strategic sense, Moody's note that Roundy's will be integrating this acquisition while at the same time experiencing challenges in its core business, which increases the overall risk profile for the company over the intermediate term. The negative outlook reflects uncertainty regarding Roundy's ability to improve credit metrics given the challenging operating environment facing its legacy businesses and the incremental debt resulting from the Dominick's acquisition. The ratings could be downgraded if Roundy's liquidity weakens or the company fails to stabilize or improve same store sales and operating performance such that debt/EBITDA does not demonstrate meaningful progress towards 6.0 times over the intermediate term. Ratings could also be downgraded if EBITA/interest expense is sustained below 1.5 times for an extended period of time. A shift towards an aggressive financial policy could also pressure ratings. In addition, ratings could be downgraded in the event the integration of Dominick's does not progress smoothly, or if it does not begin to generate positive returns during 2015. While an upgrade in the intermediate term is unlikely given the negative outlook, over time ratings could be upgraded if same store sales are positive on a sustained basis, operating margins and credit metrics demonstrate improving trends while it generates positive free cash flow and maintains good liquidity, which would be reflective of seamless integration of the Dominick's locations. Quantitatively, an upgrade would require debt/EBITDA to be sustained below 5.25 times and EBITA/interest is sustained above 2.0 times. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Roundy's Supermarkets, Inc., headquartered in Milwaukee, Wisconsin, operates 174 retail grocery stores including the 11 recently acquired Dominick's locations in the Metro Chicago market and 112 pharmacies in Wisconsin, Illinois and Minnesota primarily under the Pick 'n' Save, Copps, Mariano's, Rainbow and Metro Market banners. Revenues were about $3.9 billion for the LTM period ended September 28, 2013. ROUNDY'S SUPERMARKETS: S&P Affirms B- CCR & Rates $460MM Loan B --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on the Milwaukee-based Roundy's Supermarkets Inc., including its 'B-' corporate credit rating. The outlook is stable. S&P also assigned a 'B' issue-level rating and '2' recovery rating to the company's proposed $460 million senior secured first-lien term loan. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%) recovery of principal in the event of default. S&P expects the company to use term loan proceeds and funds from a new $220 million revolving credit facility to pay down its existing term loan and pay fees associated with the transaction. Concurrently, S&P expects the company to raise an additional $75 million in a secondary equity offering. S&P anticipates part of the proceeds will provide the company excess cash to help fund growth initiatives, while the remaining proceeds will go to selling shareholders at entities controlled by Willis Stein & Partners. The completion, or lack thereof, of the equity offering does not have an impact on the current ratings decision. "The affirmation reflects our view that the expected refinancing will not affect the company's financial risk profile materially, as the company is only mildly increasing funded debt, while slightly lowering interest costs and improving its financial flexibility," said credit analyst Charles Pinson-Rose. The outlook is stable, incorporating S&P's expectation that profits will decline in 2014, credit metrics will weaken, but Roundy's will maintain adequate liquidity, as S&P expects Roundy's to be moderately cash flow positive and will not have maintenance financial covenants with its new revolving credit facility and term loan. Downside Scenario A downgrade would be likely if S&P revises its liquidity assessment to "less than adequate" or if the company's cash flows deteriorate to the extent that it would not have a sustainable capital structure. S&P believes the company's EBITDA would likely have to fall meaningfully for that to be the case (since the company is investing heavily in capital spending). S&P may consider a lower rating if the company's EBITDA falls to the $120 million area. This could occur by the end of 2014, if sales increase to the low-teens area as a result mid-single-digit same- store sales declines, and margins contract by an additional 100 bps. Upside Scenario Given likely performance trends over the near term, any positive rating action is not likely in S&P's view. S&P may consider a higher rating if leverage is near or below 6x, which could occur if EBITDA was approximately $50 million higher than what S&P forecasts for 2014. This is not likely in S&P's estimation given industry conditions and current performance trajectory. RURAL/METRO: Amends Articles of Incorporation --------------------------------------------- Rural/Metro Corporation and its affiliated entities, which recently emerged from Chapter 11 bankruptcy protection, have adopted "ARTICLES OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION" pursuant to Sections 10-1001 and 10-1008 of the Arizona Revised Statutes. A copy of the Notice published by the Companies is available at http://is.gd/Tuohpn Rural/Metro won confirmation of its First Amended Joint Chapter 11 Plan of Reorganization on Dec. 17, 2013. The Plan was declared effective, and Rural/Metro and its affiliates emerged from bankruptcy protection on Dec. 31. The Plan enabled unsecured noteholders to become controlling stockholders. Unsecured noteholders owed $312.2 million took all the new preferred stock and 70 percent of the common stock in return for a $135 million equity contribution through a rights offering. About Rural/Metro Corp Headquartered in Scottsdale, Arizona, Rural/Metro Corporation -- http://www.ruralmetro.com-- is a national provider of 911- emergency and non-emergency interfacility ambulance services and private fire protection services, operating in 21 states and nearly 700 communities. Rural/Metro was acquired in 2011 in a leveraged buyout by Warburg Pincus LLC as part of a transaction valued at $676.5 million. Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District of Delaware. Debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie Farr & Gallagher LLP, in New York. Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' local Delaware counsel. Alvarez & Marsal Healthcare Industry Group, LLC, and FTI Consulting, Inc., are the Debtors' financial advisors, while Lazard Freres & Co. L.L.C. is their investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims and noticing agent. The U.S. Trustee has appointed a three-member official committee of unsecured creditors in the Chapter 11 case. The Debtors have arranged $75 million of DIP financing from a group of prepetition lenders led by Credit Suisse AG. An interim order has allowed the Debtors to access $40 million of the DIP facility. The Debtors have filed a reorganization plan largely worked out before the Chapter 11 filing in early August. Existing shareholders receive nothing in the plan. The Company's debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. Interested parties can also contact Rural/Metro's claims agent, Donlin, Recano & Company, Inc. directly by calling Rural/Metro's restructuring hotline at 212-771-1128. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is serving as investment banker, and Alvarez & Marsal and FTI Consulting, Inc. are serving as financial advisors to Rural/Metro. SAN ANTONIO MOTORSPORTS: Case Summary & 20 Top Unsec. Creditors --------------------------------------------------------------- Debtor: San Antonio Motorsports Productions, Inc. aka San Antonio Raceway 204 Remount San Antonio, TX 78218 Case No.: 14-50343 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: J. Todd Malaise, Esq. MALAISE LAW FIRM 909 NE Loop 410, Suite 300 San Antonio, TX 78209 Tel: (210) 732-6699 Fax: (210) 732-5826 Email: notices@malaiselawfirm.com Estimated Assets: $4.78 million Estimated Liabilities: $3.87 million The petition was signed by Alfredo G. Cruz, Jr., president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb14-50343.pdf SHREE HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Shree Hospitality International, LLC dba Ramada Limited dba Super 8 Douglasville 8315 Cherokee Blvd. Douglasville, GA 30134 Case No.: 14-52345 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: J. Robert Williamson, Esq. SCROGGINS & WILLIAMSON, P.C. 1500 Candler Building 127 Peachtree Street, N.E. Atlanta, GA 30303 Tel: (404) 893-3880 Email: rwilliamson@swlawfirm.com - and - Laura E. Woodson, Esq. SCROGGINS & WILLIAMSON, P.C. 127 Peachtree St. NE 1500 Candler Bldg. Atlanta, GA 30303 Email: centralstation@swlawfirm.com Tel: 404-893-3880 Fax: 404-893-3886 Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paresh Shah, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb14-52345.pdf SNOQUALMIE ENTERTAINMENT: S&P Withdraws 'B' Issuer Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings, including its 'B' issuer credit rating, on King Co., Wash.-based Snoqualmie Entertainment Authority, at the issuer's request. The withdrawal follows the complete repayment of balances outstanding under the Authority's $130 million senior floating rate notes due February 2014, its $170 million senior fixed rate notes due February 2015, and its $30 million subordinated notes due January 2016. The company repaid the balances using proceeds from a new credit facility, which S&P will not rate. SOUTHERN PACIFIC RESOURCES: Project Delay Cues S&P CCR to 'CCC' --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Calgary, Alta.-based Southern Pacific Resources Corp. to 'CCC' from 'B-'. At the same time, Standard & Poor's lowered its issue-level rating on the company's senior secured debt to 'B-' from 'B+'. The recovery rating on the debt is unchanged at '1', indicating S&P's expectation of very high (90%-100%) recovery in a default scenario. The outlook is developing, which means there's an almost equal likelihood S&P will raise, lower, or affirm the rating during its year-long outlook horizon. "Southern Pacific's inability to ramp up its McKay project production levels has stalled the growth in cash flow generation we had previously expected, and exhausted its liquidity," said Standard & Poor's credit analyst Michelle Dathorne. "At this point, we are watching its fiscal 2014 reservoir performance and McKay production ramp-up. Any near-term rating action will depend on both the company's ability to ramp up its oil sands production and bolster its liquidity position," Ms. Dathorne added. In S&P's opinion, both low production levels, due to slower-than- expected ramp-up of its MacKay production, and limited liquidity have hampered Southern Pacific's credit profile. The company's ability to secure additional funding and continue ramping up its production will ultimately determine whether S&P raises or lowers the rating. "The 'CCC' corporate credit rating on Southern Pacific reflects our view of the company's strained liquidity position in fiscal 2014, its need to secure additional liquidity to fund its fiscal 2015 capital spending, the risk that McKay production will continue to underperform even our revised production estimates, and Southern Pacific's inability to fund any meaningful expansion projects given its low forecast cash flow generation. Although the company's resource base, specifically its steam-assisted gravity drainage (SAGD) oil sands reserves, could support long- term organic reserves and production growth, the weaknesses hampering the rating overshadow the credit strength we generally attribute to oil sands resources," S&P noted. Southern Pacific is an oil and gas company focused on the exploration and production of in-situ oil sands in the Athabasca oil sands fairway, and thermal production of heavy oil in Senlac, Sask. STP-McKay (Southern Pacific's in-situ project) and STP- Senlac (its thermal oil project) are its core assets. The company also has oil sands leases in the McMurray and Peace River areas in northeast Alberta. S&P would lower the ratings if Southern Pacific is not able to achieve its production targets for fiscal 2015 by mid-year. Production levels below S&P's estimates would compromise the company's ability to generate sufficient EBITDA to fund its interest payments and fund the capital spending needed to sustain operations at Senlac and McKay. S&P could raise the ratings if Southern Pacific successfully ramps up its STP-McKay Phase 1 production, achieving at least 7,000 barrels per day in fiscal 2015 (and is able to maintain stable flow rates), as well as a cost profile that ensures positive unit earnings before interest and taxes. In addition, if the company is also able to secure the funding necessary to continue expanding its SAGD project, S&P believes its credit quality would improve. STANS ENERGY: OSC to Extend Management Cease Trade Order -------------------------------------------------------- Stans Energy Corp. on Feb. 3 disclosed that its principal regulator, the Ontario Securities Commission has issued a temporary order to extend the existing Management Cease Trade Order to include its new Chief Financial Officer, Boris Aryev, following Mr. Aryev's appointment as CFO, and the Company's application for this extension. As previously announced by press release dated November 28, 2013, an initial application for an MCTO was made by the Company in respect to the late filing of the Corporation's interim financial statements, accompanying management's discussion and analysis and related CEO and CFO certifications for the period ended September 30, 2013 which were to be filed at the latest on November 29, 2013. The reason for the delay is that the Company is considering impairment charges against its assets and needs more time to determine the appropriate impairment for inclusion in our financial reporting. The MCTO restricts all trading in securities of the Company, whether direct or indirect, by the Chief Executive Officer and the Chief Financial Officer of the Company until such time as the Q3 Filings have been filed by the Company. The MCTO does not affect the ability of shareholders who are not insiders of the Corporation to trade their securities. However, the applicable Canadian securities regulatory authorities could in future determine, in their discretion, that it would be appropriate to issue a general cease trade order against the Company affecting all of the securities of the Company. A copy of the MCTO will be posted to the Company's website. Until the MCTO is lifted, Stans will comply with the alternative information guidelines set out in National Policy 12-203 ? Cease Trade Orders for Continuous Disclosure Defaults for issuers who have failed to comply with a specified continuous disclosure requirement within the times prescribed by applicable securities laws. The guidelines, among other things, require the Company to issue bi-weekly default status reports by way of a news release, and one will be forthcoming in the prescribed time frame. The Company anticipates that it will be in a position to remedy the default by filing the Required Filings by February 28, 2014. The MCTO will be in effect until after the Required Filings are filed. There are no insolvency proceedings to which the Company is subject. There is no material information concerning the affairs of the Company which has not been generally disclosed. About Stans Energy Stans Energy Corp. is a resource development company focused on progressing Heavy Rare Earth (HRE) properties in areas of the Former Soviet Union. In December 2009, Stans acquired a 20-year mining license for the past-producing Kutessay II rare earth mine from the Kyrgyz Republic. On May 26, 2011 Stans completed the purchase of the Kashka Rare Earth Processing Plant (KRP) the same plant that previously refined REEs historically from Kutessay II. The KRP was the only hard rock plant to produce all rare earth elements outside of China, producing 120 different metals, alloys, and oxides. For over 30 years, Kutessay II produced 80% of the rare earth metals for the former Soviet Union. STAR DYNAMICS: Court Approves Hiring of Sagent as Fin'l Advisors ---------------------------------------------------------------- STAR Dynamics Corporation sought and obtained permission from the Hon. Charles M. Caldwell of the U.S. Bankruptcy Court for the Southern District of Ohio to employ Sagent Advisors LLC as financial advisor, nunc pro tunc to Dec. 10, 2013, petition date. The Debtor requires Sagent Advisors to: (a) assist the Debtor in analyzing and evaluating the business, operations and financial position of the Debtor's Business; (b) assist the Debtor in preparing an information memorandum describing the Debtor's Business, operations, historical performance and future prospects; (c) assist the Debtor in identifying, screening, soliciting and contacting potential purchasers acceptable to the Debtor; (d) assist the Debtor in arranging for interested potential purchasers to conduct due diligence investigations; (e) assist the Debtor in evaluating any proposals received from potential purchasers; and (f) assist the Debtor in structuring and negotiating the financial aspects of any proposed transaction. The Debtor has agreed to pay Sagent Advisors the compensation set forth in the Engagement Letter that provides, in pertinent part, as follows: -- A Transaction Fee upon timely consummation of a "Sale Transaction" of $1,300,000 for any Sale Transaction having a Transaction Value of up to, and including, $50,000,000; plus 3% of any Transaction Value in excess of $50,000,000 up to, and including, $75,000,000; plus 4% of any Transaction Value in excess of $75,000,000 up to, and including, $100,000,000; plus 5% of any Transaction Value in excess of $100,000,000; and -- Prompt reimbursement of all out-of-pocket expenses incurred by Sagent Advisors, regardless of whether a Sale Transaction is consummated, not to exceed $25,000 without prior consent. -- The Debtor retained Sagent on a prepetition basis to act as its financial advisor. In the one year period prior to the Petition Date, relative to Sagent Advisors' prepetition engagement, the Debtor reimbursed Sagent Advisors for expenses incurred of approximately $3,400 on or about Dec. 9, 2013. James C. Oliver, managing director of Sagent Advisors, 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. Sagent Advisors can be reached at: James C. Oliver SAGENT ADVISORS, LLC 299 Park Ave., 9th Floor New York, NY 10171 Tel: (212) 904-9400 Fax: (212) 904-9401 STAR Dynamics Corp., a developer and provider of radar systems for the military, filed a petition for Chapter 11 protection (Bankr. S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio, in part to halt a lawsuit by BAE Systems Plc. Thomas R. Allen, Esq., and Richard K. Stovall, Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's bankruptcy counsel. Michael J. Sullivan, Esq., Russell A. Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP, serve as special counsel with respect to litigation involving BAE Systems and with respect to the completion of prepetition patent work. In its schedules, the Debtor listed $12,138,334 in total assets and $50,740,343 in total liabilities. STELERA WIRELESS: Needs More Time to Close Sales, File Plan ----------------------------------------------------------- Stelera Wireless LLC asks the U.S. Bankruptcy Court for the Western District of Oklahoma to further extend its exclusive period to file a Chapter 11 plan until May 15, 2014, and to solicit acceptances of that plan until July 14, 2014. The Debtor's current plan filing deadline will expire on Feb. 15, 2014. The Debtor tells the Court that it needs more time to close certain auction sales, ensuring there will be money to fund a liquidating plan, and to negotiate and finalize a consensual plan and disclosure statement explaining that plan. According to the Debtor, it has completed two separate sales of its advanced wireless services licenses from the Federal Communications Commission to Cellco Partnership dba Verizon Wireless and AT&T Mobility Spectrum LLC. However, the sales will close until Verizon and AT&T obtain FCC approval of the sales. About Stelera Wireless, LLC Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 13-13267) on July 18, 2013. Tim Duffy signed the petition as chief technology officer/manager. Judge Niles L. Jackson presides over the case. The Debtor disclosed $18,005,000 in assets and $30,809,314 in liabilities as of the Chapter 11 filing. Christensen Law Group, PLLC, serves as the Debtor's primary counsel. Mulinix Ogden Hall & Ludlam, PLLC, serves as additional bankruptcy counsel. American Legal Claims Services, LLC serves as official noticing agent. The official committee of unsecured creditors is represented by attorneys at Gablegotwals. STERLING BLUFF: Case Summary & 14 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Sterling Bluff Investors, LLC 1 Diamond Causeway Suite 21-329 Savannah, GA 31406 Case No.: 14-40200 Chapter 11 Petition Date: February 3, 2014 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Debtor's Counsel: Austin E. Carter, Esq. STONE & BAXTER, LLP 577 Mulberry Street, Ste 800 Macon, GA 31201-8239 TeL: 478-750-9898 Fax: 478-750-9899 Email: acarter@stoneandbaxter.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Michael Greene, manager. List of Debtor's 14 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------------- ------------ Arthur Scanlon Accrued guarantee fee $10,000 Ben Whitley Accrued guarantee fee $78,125 Bryan County Tax Property taxes $57,500 Assessor Concorde Holdings, Inc. Loan $1,000,000 1691 Michigan Ave. Miami Beach, FL 33139 Cushing, Morris, Trade debt $7,000 Armbruster & Montgomery G. Glen Martin Deferred fees $50,000 G. Glen Martin Acrrued guarantee fee $15,625 Kethesparan Srikanthan Accrued guarantee fee $19,625 Kethesparan Srikanthan Deferred fees $55,745 Kevin R. Shaney Deferred legal fees $21,513 Kevin R. Shaney Accrued guarantee fee $19,625 Price Waterhouse Unpaid fees $12,000 Coopers LLP SBI Loan, LLC Loan $5,928,117 c/o G. Glen Martin, Manager 21111 Waterfront East Drive Maurepas, LA 70449 Sterling Bluff Capital Deferred fees $37,500 Partners, LLC SWJ MANAGEMENT: Court Dismisses Chapter 11 Bankruptcy Case ---------------------------------------------------------- The Hon. Novalyn L. Winfield of the U.S. Bankruptcy Court for the District of New Jersey has dismissed the Chapter 11 bankruptcy case of SWJ Management LLC. As reported in Troubled Company Reporter on Jan. 6, 2014, the Debtor asked the Court to dismiss its bankruptcy case due to the abuse of the alleged DIP account by Richard Annunziata, the Debtor's managing member. About SWJ Management LLC New York-based SWJ Management LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 13-12123) on June 28, 2013. The Law Offices of David Carlebach, Esq., serves as the Debtor's counsel. In its petition, the Debtor estimated $50 million to $100 million in both assets and debts. The petition was signed by Richard Annunziata, managing member. An affiliate, Ridgewood Realty of LL, SK Mulberry Contract, filed a separate Chapter 11 petition (Case No. 12-14085) on Sept. 28, 2012. On Sept. 4, 2013, New York Judge Allan Gropper granted the transfer of SWJ's case to the U.S. Bankruptcy Court for the District of New Jersey. No official unsecured creditors committee has been appointed in SWJ's case. SYRINGA BANK: Regulators Close Idaho Bank ----------------------------------------- Michelle Gerdes, writing for The Wall Street Journal, reported that regulators closed a small bank in Idaho on Jan. 31, the third bank failure for 2014. According to the report, Syringa Bank, Boise, Idaho, was closed by the Idaho State Banking Department. Sunwest Bank, Irvine, Calif., agreed to take over the deposits of the failed bank as part of a purchase-and-assumption deal with the Federal Deposit Insurance Corp. In addition to assuming the deposits of the failed bank, Sunwest Bank agreed to purchase essentially all of the failed bank's assets. The last bank failure to occur in Idaho was in 2009 when First Bank of Idaho, FSB, Ketchum was closed, the report related. In total, 24 banks failed in 2013. As of Sept. 30, 2013, Syringa Bank had about $153.4 million in total assets and $145.1 million in total deposits, the report said. The FDIC estimates that the cost of the bank failure to the Deposit Insurance Fund will be $4.5 million, the report added. TAMPA WAREHOUSE: Bankruptcy Administrator Unable to Form Committee ------------------------------------------------------------------ Bankruptcy Administrator Linda W. Simpson said in December that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Tampa Warehouse, LLC. The Bankruptcy Administrator has attempted to solicit creditors interested in serving on the Unsecured Creditors' Committee from the 20 largest unsecured creditors. After excluding governmental units, secured creditors and insiders, the U.S. Trustee has been unable to solicit sufficient interest in serving on the Committee, in order to appoint a proper Committee. The Bankruptcy Administrator reserves the right to appoint such a committee should interest developed among the creditors. About Tampa Warehouse Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated at least $100 million in assets and between $10 million and $50 million in liabilities. The Debtor said its principal asset is located at 6422 Harney Road, in Tampa, Florida. Judge Laura T. Beyer is the bankruptcy judge handling the case. Fred D. Godley, as member and manager, signed the bankruptcy petition. Owners of the Debtor are: Charlotte Housing for the Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and Rocky Mount Housing for the Elderly (12.403%). According to the docket, the deadline to file proofs of claim against the Debtor is on April 15, 2014. The Debtor is represented by represented by Joshua B Farmer, Esq., at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North Carolina. TAMPA WAREHOUSE: Files Amended List of 18 Top Unsecured Creditors ----------------------------------------------------------------- Tampa Warehouse LLC submitted to the Bankruptcy Court a list that identifies its top 18 unsecured creditors. Creditors with the three largest claims are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Tampa Electric Co. Utilities - $54,299 PO Box 111 November 2013 Tampa, FL 33601-0111 DPI Mid Atlantic, Inc. Security Deposit $28,426 1000 Prince Georges Blvd. Upper Marlboro, MD 20774-8705 Hillsborough Co. EPC Environmental Site $20,000 3629 Queen Palm Dr. Monitoring Attn: Carl J. Heintz Tampa, FL 33619-1309 G.A.S. Fire Services 1/1/2012 - $13,552 Protection, Inc. 12/1/2013 5502 Tindale Road Plant City, FL 33565-3050 Domogawa Roofing Inc. Services $12,721 7443 Como Dr. New Port Richey, FL 34655-3420 RCS Company of Tampa Services $11,024 422 Hobbs Rd. Tampa, FL 33619-8016 Florida Department September 2013 $10,874 Of Revenue sales tax 5050 West Tennessee Street Tallahassee, FL 32399-0100 Florida Department November 2013 $9,752 of Revenue sales tax 5050 West Tennessee Street, Tallahassee FL 32399-0100 R2J Chemical Invoice # 91009; $2,337 Services, Inc. 90476; 89890 12345-D 62nd Street N Largo, FL 33773-3731 City of Tampa Utilities $1,859 315 East Kennedy Boulevard Fifth Floor City Hall Tampa, FL 33602-5211 Michael R. Nash, Services $1,300 CPA, PLLC PO Box 2068 Cornelius, NC 28031-2068 Davis Supply, Inc. Invoice # 23630; $1,112 PO Box 60095 24197; 24688;25178 Fort Myers, FL 33906-6095 AB Certified Water Services $700 Treatment LLC PO Box 5141 Sun City Center, FL 33571-5141 Jerry Money Lawn Service $300 2708 Keene Campbell Rd. Plant City, FL 33565-5110 R & R Sewage Lift Services $125 Station Services, Inc. PO Box 1306 Thonotosassa, FL 33592-1306 Kings III Emergency Services $70 Communications 751 Canyon Dr. Suite 100 Coppell, TX 75019-3857 Packers' Plus Inc. Business Product Unknown 6422-H Harney Rd. Damage from Tampa, FL 33610-9162 Roof Leak Twiss Transport, Inc. Business Product Unknown 1501 Lake Avenue, S.E. Damage from Largo, FL 33771-3747 Roof Leak About Tampa Warehouse Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated at least $100 million in assets and between $10 million and $50 million in liabilities. The Debtor said its principal asset is located at 6422 Harney Road, in Tampa, Florida. Judge Laura T. Beyer is the bankruptcy judge handling the case. Fred D. Godley, as member and manager, signed the bankruptcy petition. Owners of the Debtor are: Charlotte Housing for the Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and Rocky Mount Housing for the Elderly (12.403%). According to the docket, the deadline to file proofs of claim against the Debtor is on April 15, 2014. The Debtor is represented by represented by Joshua B Farmer, Esq., at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North Carolina. TIME INC: To Cut Jobs in Restructuring -------------------------------------- William Launder, writing for The Wall Street Journal, reported that Time Inc. plans to lay off just under 500 employees, or about 6% of its global staff, as part of a broader effort to simplify the operating structure of its magazines, a person close to the company said. According to the report, the job cuts come months before the magazine publisher is due to be spun off from parent company Time Warner Inc. Time's titles include Sports Illustrated, People, Fortune and Time magazine. The cuts will be spread across Time, affecting Time's international operations as well as the American Express publishing business, home to titles such as Travel + Leisure and Food & Wine, which Time acquired last year, the person said, the report related. In a letter to staff on Feb. 4 about the company's future strategy, Chief Executive Joe Ripp disclosed plans for job cuts although he didn't specify the numbers, the report said. He said the job cuts were necessary as management attempts to "right size" the company ahead of the spinoff. "When we enter the public markets in a few short months, our success will depend on how investors view the momentum we are generating at the new Time Inc.," Mr. Ripp wrote, the report cited. TOMSTEN INC: Hires Baker Tilly as Accountants --------------------------------------------- Tomsten, Inc. asks for permission from the U.S. Bankruptcy Court for the District of Minnesota to employ Baker Tilly Virchow Krause, LLP as accountants. The Debtor requires Baker Tilly to perform additional services relating to tax advice, the preparation of tax returns and a limited-scope audit on the Debtor's 401(k) plan. The Debtor estimates that the fee payable in connection with Baker Tilly's engagement will be approximately $33,000, although it could be greater. Baker Tilly will also be reimbursed for reasonable out-of-pocket expenses incurred. John R. Lindell, partner of Baker Tilly, 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. Baker Tilly can be reached at: John R. Lindell BAKER TILLY VIRCHOW KRAUSE, LLP 225 S Sixth St., Ste. 2300 Minneapolis, MN 55402-4661 Tel: (612) 876-4769 E-mail: john.lindell@bakertilly.com About Tomsten Inc. Hennepin, Minnesota-based Tomsten, Inc., doing business as Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D. Minn. Case No. 13-42153) in Minneapolis on April 29, 2013. The Debtor estimated assets of at least $10 million and liabilities of at least $1 million as of the Chapter 11 filing. The Debtor has tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer Kirkman McGrath Nauman & Tansey as counsel. Judge Gregory F. Kishel presides over the case. Steven M. Rubin and the law firm of Leonard Street and Deinard serve as the Debtor's corporate counsel. M Squared Group, Inc., is the Debtor's marketing consultant while Lighthouse Management Group, Inc., is the Debtor's financial consultant. Baker Tilly Virchow Krause, LLP, serve as tax accountant to the Debtor. The Official Unsecured Creditors' Committee is represented by Jay Jaffe, Esq., at Faegre Baker Daniels LLP. CBIZ Accounting, Tax and Advisory of New York, LLC, serves as the Committee's financial advisor. TRANS-LUX CORP: Gabelli Funds Stake at 38.7% as of Dec. 31 ---------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Gabelli Equity Series Funds, Inc. - The Gabelli Small Cap Growth Fund disclosed that as of Dec. 31, 2013, it beneficially owned 405,000 shares of common stock of Trans-Lux Corporation representing 38.74 percent of the 1,045,440 shares outstanding as reported by the Company as of Jan. 22, 2014. A copy of the regulatory filing is available for free at: http://is.gd/s9KTwr About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. For the year ended Dec. 31, 2012, the Company incurred a net loss of $1.36 million on $23.02 million of total revenues, as compared with a net loss of $1.41 million on $23.75 million of total revenues during the prior year. The Company's balance sheet at June 30, 2013, showed $19.69 million in total assets, $18.83 million in total liabilities and $859,000 in total stockholders' equity. "Management cannot provide any assurance that the Company would have sufficient cash and liquid assets to fund normal operations. Further, the Company's obligations under its pension plan exceeded plan assets by $6.5 million at June 30, 2013 and the Company has $1.7 million due under its pension plan over the next 12 months. Additionally, if the Company is unable to cure the defaults on the Debentures and the Notes, the Debentures and the Notes could be called and be immediately due. If the Debentures and Notes are called, the Company would need to obtain new financing. There can be no assurance that the Company will be able to do so and, even if it obtains such financing, how the terms of such financing will affect the Company. If the debt is called and new financing cannot be arranged, it is unlikely that the Company will be able to continue as a going concern," according to the Company's quarterly report for the period ended June 30, 2013. TRI-STATE FINANCIAL: Payments to Accountant Not Avoidable --------------------------------------------------------- Bankruptcy Judge Timothy J. Mahoney ruled that none of the transfers to James G. Jandrain, individually and d/b/a James Jandrain, CPA, a member, manager and managing agent of Tri-State Financial LLC, d/b/a North Country Ethanol, in the two years prior to Tri-State's bankruptcy filing are avoidable as preferential transfers under the Bankruptcy Code, fraudulent transfers under the Bankruptcy Code, or fraudulent transfers under Nebraska law. Judge Mahoney said the payments to Mr. Jandrain were authorized and approved and/or ratified by the board of managers and/or the members; and Thomas D. Stalnaker, the Chapter 7 trustee of Tri- State, does not have a legitimate claim to those payments. Of the $2 million dividend distribution to Tri-State's members on Jan. 19, 2007, Jandrain received $180,000. The dividend was paid to all unit holders pro rata as a dividend to offset the unit holders' tax consequences resulting from the Debtor's 2006 profit of $11,639,122. Jandrain also received transfers, dated December 11, 2006, through November 17, 2008, in the amount of $769,154. The case is, THOMAS D. STALNAKER, Trustee, Plaintiff(s), v. JAMES G. JANDRAIN, individually and d/b/a JAMES JANDRAIN, CPA Defendant, A10-8071-TJM (Bankr. D. Neb.). A copy of the Court's Jan. 31, 2014 Order is available at http://is.gd/EXtBpzfrom Leagle.com. Tri-State Financial LLC, owner of the North Country Ethanol plant near Rosholt, South Dakota, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 08-83016) on Nov. 21, 2008, in Omaha, Nebraska. The company listed assets of $35 million and debt totaling $27 million. Centris Federal Credit Union holds a secured claim aggregating $19.6 million. The Chapter 11 case was filed four days after Centris launched a foreclosure action against Tri- State. The bankruptcy case was later converted to a Chapter 7 liquidation and Thomas D. Stalnaker as named Chapter 7 trustee. TUSCANY INTERNATIONAL: Files for Chapter 11 to Sell to Lenders -------------------------------------------------------------- Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc., the Alberta, Canada-based provider of onshore drilling and workover services in Colombia, Brazil and Ecuador to oil and gas companies, sought bankruptcy protection in the U.S. with a deal with lenders to sell substantially all of the assets in exchange for debt. The Debtors and certain non-debtor affiliates have entered into a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans. The RSA contemplates that prepetition lenders will acquire substantially all of the assets of TID in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. The RSA also contemplates that a plan and disclosure statement will be filed within 30 days of the Petition Date, a hearing will occur within 60 days after the Petition Date, and a confirmation hearing will occur within 90 days of the Petition Date. Importantly, the RSA also contemplates a bidding and marketing process to seek higher and better offers. The Debtors anticipate filing a motion for approval of bidding procedures in the near future. Certain of the prepetition lenders have agreed to provide DIP financing in the principal amount of $35 million, plus a roll-up of an additional $35 million of prepetition debt. Prepetition Capital Structure The Debtors currently owe $204,110,000 under a credit agreement dated Dec. 23, 2013, pursuant to which the lenders hold senior, first priority security interests in, and liens, upon substantially all assets of TID and non-debtor affiliates, including a pledge of each of their stock. The Debtors believe that the prepetition lenders are undersecured. The Debtors also believe that, as of the Petition Date, their unsecured trade debt is no more than $6.6 million in the aggregate, of which $4.8 million was accrued in connection with the Canadian operations, and $1.7 million was accrued in connection with the Ecuadorian operations. Road to Bankruptcy Deryck Helkaa, the CRO, explains in court filings that notwithstanding their positive market and competitive positions, beginning in late 2012, the Tuscany entities began to experience significant revenue, cash flow, and liquidity challenges, due in large part to low rig utilization, non-payment by certain customers on large overdue accounts receivable and underperforming acquisitions in Brazil and Africa. As of the Petition Date, the Tuscany entities' overall rig utilization was less than 60%, with only 15 out of 26 rigs currently operational. Only two out of their nine Brazilian rigs are operational. The remaining rigs are "stacked," meaning they are without contracts and stored. Additionally, the Brazilian operations have significant selling, general and administrative expenses, which contribute further to the overall poor financial performance in Brazil. As a result, from January to October 2013, the Brazilian operations generated $26 million in revenue and a direct cost of $26 million, resulting in no gross margin. During the same time period, overhead costs were $6.7 million, leaving the Tuscany entities' Brazilian affiliates with a negative EBITDA of $6.7 million. The Tuscany entities' results have also been affected by a significant amount of accounts receivable that the Debtors believe is unlikely to be collected. For example, approximately $8.9 million is due t o one of the non-debtor affiliates from a Colombian customer, and approximately $4 million is due to TID from a customer in Ecuador. In addition, one of the non-debtor affiliates is currently in arbitration proceedings to collect approximately $20 million in early termination penalties owed to it from a customer in Brazil. The Tuscany entities also suffered financial losses in connection with a series of unprofitable acquisitions. On May 18, 2011, TID acquired Drillfor Perfuracoes do Brasil Ltda., a Brazilian drilling and workover company, thereby increasing the Tuscany entities' presence in Brazil by adding eight new rigs to their fleet. On September 15, 2011, TID consummated its acquisition of Caroil SAS from Etablissements Maurel & Prom, a French exploration and production company, which added six drilling rigs to the Tuscany entities' Colombian presence and eight rigs in Africa. In each case, the operations failed to meet the Tuscany entities' financial projections and resulted in little, if any, profits. The challenges, among others, have caused a significant decline in the Tuscany entities' financial health. The Tuscany entities' consolidated EBITDA is expected to have decreased from $43.2 million in calendar year 2012 to $17.3 million in calendar year 2013. In the same period, their revenue is forecasted to have declined from $222.8 million to $163.5 million. TID's board of directors has actively pursued strategic alternatives since late 2012. TID retained Black Spruce Merchant Capital Corp. and Citigroup Global Markets Inc. as financial advisors in October 2012 and April 2013, respectively. In accordance with the directives of the special committee of independent directors formed by the TID board, over 80 parties were contacted to solicit interest in a potential transaction with TID. TID provided access to a virtual data room to 12 interested parties. But the proposals received by the Special Committee were either highly conditional, highly dilutive to existing shareholders and not actionable within a reasonable timeframe, or undervalued the assets proposed to be purchased. On Sept. 5, 2013, TID and M&P entered into a non-binding memorandum of understanding with respect to the potential disposition of TID's assets in Africa, along with two additional rigs based in South America. On Nov. 14, 2013, TID and M&P entered into definitive agreements with respect to: (i) the sale of TID's then wholly owned-subsidiary, Caroil SAS, to M&P, the primary assets of which consisted of nine drilling and workover rigs and associated assets in Africa, and (ii) the sale of two rigs based in South America to M&P. On Dec. 23, 2013, tID completed the Caroil disposition and on Jan. 16, 2014, TID completed the rig sale. Pursuant to the sales, M&P: (i) assumed an aggregate $50 million of debt under the prepetition loans from the Debtors; (ii) paid to TID an aggregate of $23 million, of which $3.5 million remains in escrow and $19.5 million was applied to reduce the outstanding amount under the prepetition loans, and (iii) transferred 109 million common shares of TID to a special purpose vehicle. Despite the Caroil disposition and the rig sale, the Tuscany entities remained in overleveraged position, unable to make interest payments on their prepetition loans as scheduled. The Tuscany entities continued to seek refinancing alternatives. However, faced with a lack of viable financing options and dwindling liquidity, the Special Committee determined that the Chapter 11 filings are necessary to preserve the Debtors' going concern value. First Day Motions The Debtors on the Petition Date filed motions to, among other things, pay prepetition sales and use taxes, pay prepetition shipping and related claims, pay critical trade vendor claims, pay employee wages, and pay foreign claims. For the avoidance of doubt, the Debtors seek authority, but not direction, to pay amounts or satisfy obligations with respect to the relief requested in the first day pleadings. The Debtors also filed a motion for approval to access DIP financing and use cash collateral. The Debtors are requesting approval to file under seal the fee letter signed in connection with the DIP facility. The Debtors have filed applications to hire (i) FTI Consulting Canada, Inc., to provide a chief restructuring officer, Deryck Helkaa, and (ii) tap Prime Clerk LLC as claims and notice agent. The Debtors anticipate they will also request permission to hire Latham Watkins LLP, as co-counsel; Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; McCarthy Tetrautt LLP, as special Canadian counsel; and Deloitte & Touche LLP as tax professionals. Moreover, the Debtors are seeking to assume their restructuring support agreement with prepetition lenders. About Tuscany Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. OF the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. TUSCANY INTERNATIONAL: Has $35-Mil. Financing From Lenders ---------------------------------------------------------- Tuscany International Drilling Inc. on Feb. 2 disclosed that it and one of its subsidiaries, Tuscany International Holdings (U.S.A.) Ltd. have commenced proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware to implement a restructuring of the Company's debt obligations and capital structure through a plan of reorganization under the US Code. The Company and Tuscany USA also intend to commence ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act to seek recognition of the Chapter 11 Proceedings and certain related relief. The Chapter 11 Proceedings and the CCAA Proceedings will provide for a stay of proceedings against the Company and Tuscany USA. Other than Tuscany USA, none of the Company's other subsidiaries are parties to the Chapter 11 Proceedings or the CCAA Proceedings. The proposed USD $35 million DIP Credit Facility is expected to provide the Company with sufficient working capital to allow its subsidiaries to continue to operate in the normal course and meet their ongoing obligations over the course of the restructuring. The Company will enter into a fourth amended and restated senior secured guaranteed credit agreement with Credit Suisse AG, Cayman Islands Branch, as administrative agent and its various lenders. The Company has entered into a restructuring support agreement with the Agent and certain of its lenders. The Amended Credit Agreement and the Support Agreement are to facilitate the Company's restructuring under the US Code and the CCAA. Pursuant to the Amended Credit Agreement, certain of the Company's lenders will provide a new credit facility to the Company under the Amended Credit Agreement which will provide new funding to the Company in an aggregate principal amount of USD $35 million. The DIP Credit Facility is subject to Court approval and the new funds will be used to provide the Company and its subsidiaries with working capital to meet their ongoing obligations over the course of the restructuring. The DIP Credit Facility is subject to various conditions, including a condition that it be approved by the United States Bankruptcy Court for the District of Delaware pursuant to the US Code. Upon satisfaction or waiver of the conditions precedent contained in the Amended Credit Agreement, the Company will be indebted to the Lenders in the principal amount of approximately USD $237 million under the Amended Credit Agreement. The Company and the Lenders have also entered into a forbearance agreement pursuant to which the Lenders have agreed to forbear from enforcing their existing rights and remedies against the Company's subsidiaries in order to allow those subsidiaries to carry on business in the normal course during the Company's restructuring process. The Company and the Lenders have agreed, subject to the terms of the Support Agreement, to pursue a balance sheet restructuring. The Support Agreement contemplates a bidding and marketing process to seek strategic alternatives that in accordance with bid procedures to be approved by the US Court (the "Bid Procedures") is intended to maximize value for stakeholders. During the restructuring proceedings the Company expects to continue with its day-to-day operations, and employee obligations and any trade payables incurred after today are expected to be paid or satisfied in the ordinary course. The DIP Credit Facility, together with current cash balances of and anticipated cash flow from operations, are expected to provide sufficient liquidity to the Company through the restructuring period. Trading the Company's common stock on the Toronto Stock Exchange and the Colombian Stock Exchange has been halted, and the Company anticipates that the trading halt will remain in effect pending delisting of the common stock. The Company expects to complete the restructuring during the second quarter of 2014. About Tuscany Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. OF the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. The Debtors have filed applications to hire FTI Consulting Canada, Inc., to provide a chief restructuring officer, Deryck Helkaa. The Debtors anticipate they will also request permission to hire Latham Watkins LLP, as co-counsel; Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; McCarthy Tetrautt LLP, as special Canadian counsel; and Deloitte & Touche LLP as tax professionals. TUSCANY INTERNATIONAL: Proposes Prime Clerk as Claims Agent ----------------------------------------------------------- Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc., ask the U.S. bankruptcy Court for the District of Delaware to appoint Prime Clerk LLC as claims and noticing agent. Prime Clerk will assume full responsibility for the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be approximately 5,000 entities to be noticed. Prepetition the Debtors provided Prime Clerk a retainer of $25,000. Michael J. Frishberg, COO, attests that Prime Clerk is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Case Manager $45 Analyst $135 Technology Consultant $130 Consultant $140 Senior Consultant $170 Director $195 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Solicitation Analyst $210 Director of Solicitation $235 The firm will charge $0.10 per page for printing, $.10 per page for fax noticing and no charge for e-mail noticing. Hosting of the case Web site -- http://cases.primeclerk.com/tuscany-- is free of charge. For on-line claim filing services, the firm will charge $5 per claim. By separate application, the Debtors will seek authorization to retain Prime Clerk as administrative advisor. The claims agent can be reached at: PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Tuscany Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. OF the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. The Debtors have filed applications to hire FTI Consulting Canada, Inc., to provide a chief restructuring officer, Deryck Helkaa. The Debtors anticipate they will also request permission to hire Latham Watkins LLP, as co-counsel; Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; McCarthy Tetrautt LLP, as special Canadian counsel; and Deloitte & Touche LLP as tax professionals. TUSCANY INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 cases: Debtor Case No. ------ -------- Tuscany International Holdings (U.S.A.) Ltd. 14-10193 1950 140-4 Ave, S.W. Calgary Alberta T2P 3N3 Tuscany International Drilling Inc. 14-10194 1950 140-4 Ave, S.W. Calgary Alberta T2P 3N3 Type of Business: Provider of onshore drilling and workover services to oil and gas companies to support the exploration, development, and production of oil and gas. Chapter 11 Petition Date: February 2, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Kara Hammond Coyle, Esq. YOUNG CONAWAY STARGATT & TAYLOR LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Email: bankfilings@ycst.com - and - Michael R. Nestor, Esq. YOUNG CONAWAY STARGATT & TAYLOR LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-571-1253 Email: bankfilings@ycst.com - and - Mitchell A. Seider, Esq. Keith A. Simon, Esq. David A. Hammerman, Esq. Annemarie V. Reilly, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, NY 10022-4834 Email: mitchell.seider@lw.com keith.simon@lw.com david.hammerman@lw.com annemarie.reilly@lw.com Debtors' Special McCARTHY TETRAULT LLP Canadian Counsel: Debtors' Chief FTI CONSULTING CANADA, INC. Restructuring Bankers Hall, West Tower Officers: 1000, 888- 3rd Street SW Calgary, Alberta T2P 5C5 Main: 403.444.5372 Fax: 403.444.6758 fticonsulting.com Debtors' Claims/ PRIME CLERK LLC Noticing Agent: 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shal Waisman Tel: (212)257-5450 Email: swalsman@primeclerk.com Debtors' Tax DELOITTE & TOUCHE LLP Professionals: Estimated Assets (on a consolidated basis):$100MM-$500MM Estimated Debts (on a consolidated basis): $100MM-$500MM The petitions were signed by Deryck Helkaa, chief restructuring officer. List of Debtors' Consolidated 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Citigroup Global Markets Inc. Professional $998,410 388 Greenwich Street Fees New York, NY 10013 Attn: Bankruptcy Dept Phone: 212-816-6000 Fax: 201-716-3957 Black Spruce Merchant Capital Professional $413,427 Corp. Fees 325-7620 Elbow Drive SW Calgary, AB T2V 1K2 Canada Attn: Sonny Mottahed Email: info@bsmc.ca sonny@bsmc.ca Osler, Hoskin & Hercourt LLP Professional $292,232 100 King Street West Fees 1 First Canadian Place Suite 4600 Toronto, ON M5X 1B8 Canada Attn: Dale R Ponder Phone: 403-260-7000 Fax: 416-862-6666 Email: dponder@osler.com Canrig Drilling Technology Ltd. Trade Payable $256,815 14703 FM 1488 Rd Magnolia, TX 77354 Attn: President or general counsel Phone: 281-259-8887 Fax: 281-259-3115 Bank of Nova Scotia Unpaid interest $213,267 Commercial Banking Scotia Centre rate swap Suite 3950, 700 2nd Street SW payment Calgary, AB T3P 2W2 Canada Attn: Andrew Roberts and Gordon Rix Phone: 403-299-6217 Fax: 403-221-6973 Mud King Products, Inc. Trade payable $118,936 Mi Swaco Trade Payable $88,227 Industrial Air Tool, LP Trade Payable $84,165 ABO Supply Trade Payable $79,470 Standard & Poor's Financial Ratings Agency $60,000 Services, LLC Fees NBY Mellon Servicos Financeiros Banking Fees $47,368 DTVM S.A. Osler, Hoskin & Harcourt LLP Professional $30,174 Fees Sullivan Wire Rope & Rigging Inc. Trade Payable $25,250 Swanberg USA, Inc. Trade Payable $24,884 National Oilwell Varco, LLP Trade Payable $15,969 Radler Enterprises Inc. Real Property $15,799 Lease HongHua America LLC Trade Payable $14,825 Midwest Hose & Specialty Inc. Trade Payable $13,470 Caroll-Southwest Oilfield Products Trade Payable $13,057 B. Hansen Inc. Trade Payable $9,708 Forum Energy Technologies Trade Payable $7,634 World Petroleum Supply Inc. Trade Payable $7,101 Bishop Lifting Trade Payable $6,220 Warrior Manufacturing Services Ltd. Trade Payable $3,474 Marketwire LP Trade Payable $2,540 The Bank of New York Mellon Banking Fees $2,500 Metafore Technologies Inc. Trade Payable $2,282 Gaffney-Kroese Supply Co. Trade Payable $1,993 Rogers Wireless Trade Payable $1,635 Artecol Supply Trade Payable $1,563 TWO FORTY-FOUR WICKENDEN: Claims Bar Date Set for June 4 -------------------------------------------------------- Vincent A. Indeglia, Esq., was appointed as Permanent Receiver of Two Forty-Four Wickenden Inc. on Jan. 21, 2014, by the State of Rhode Island Providence, SC. Superior Court in the case, MARY E. KILLORAN Petitioner vs. TWO FORTY-FOUR WICKENDEN, INC., d/b/a Z Bar Respondent P.M. No. PB-13-6217. The Receiver was to give a $10,000 Surety Bond, with respect to the faithful performance of the duties conferred upon the Receiver. All creditors or other claimants are ordered to file under oath with the Receiver at: Vincent A. Indeglia, Esq. 55 Pine Street, 4th Floor Providence, Rhode Island on or before June 4, 2014, a statement setting forth their claims. The commencement, prosecution, or continuance of the prosecution, of any action, suit, arbitration proceeding, hearing, or any foreclosure, reclamation or repossession proceeding, both judicial and non-judicial, or any other proceeding, are restrained and enjoined until further Court Order. UNITED AIRLINES: CostCutting Cues Fitch's Pos. Credit Implications ------------------------------------------------------------------ United Airlines' (B/Positive) ongoing cost-cutting efforts, including its recent announcement that it will cut capacity at its Cleveland hub, are credit positives according to Fitch Ratings. United on Feb. 3, 3014, announced its intent to reduce total flights out of its Cleveland hub by 60% as part of its broader effort to cut $2 billion in annual costs by 2017. We believe the changes in Cleveland make strategic sense given that much of the flying out of that hub is done on 50-seat regional jets (RJs). Small RJs have become less attractive from a unit-cost perspective in recent years as fuel prices have remained high, making the changes in Cleveland positive from a cost per available seat mile (CASM) standpoint. United Airlines stated that its Cleveland hub has been unprofitable for many years. Cutting money-losing routes follows an industry trend of rationalizing capacity to increase return on investment capital, a practice that has played a large role in increasing the stability of U.S. carriers. United Airlines' broader cost-cutting efforts include restructuring its regional fleet away from smaller RJs, improving fuel efficiency by taking delivery of new aircraft or retrofitting older aircraft with winglets, and improving employee productivity. Fitch expects United Airlines' cost-cutting efforts to aid operating margins, which have lagged industry peers in recent years. United Airlines' decision to cut capacity is not unexpected, as Cleveland represents the smallest hub in its network. The Cleveland hub is also situated relatively close to both Newark and Chicago, which are major United Airlines hubs. Other cities have also seen large capacity cuts in recent years. For instance, Memphis and Cincinnati both represent small hubs in large networks that relied heavily on small RJs to serve connecting traffic. United Airlines expects this move will cut regional departures by more than 70% in Cleveland, mainly represented by routes to smaller cities where connecting traffic in Cleveland was not sufficient to be profitable. Meanwhile, mainline flying to other hubs and major cities will largely be retained, meaning United Airlines will maintain the ability to serve origin and destination traffic in Cleveland. VTLM TEXAS: Verano's Suit Remanded to Nevada State Court -------------------------------------------------------- Nevada District Judge James C. Mahan remanded the lawsuit, VERANO LAND GROUP, LP, Plaintiff(s) v. VTLM TEXAS LP, et al., Defendant(s), No. 2:13-CV-939 JCM (CWH) (D. Nev.), to Nevada state court. The case involves VTLM Texas LP and a web of entities and individuals, most of which are Nevada residents, as well as lawsuits in Nevada and Texas. Verano, a Nevada limited partnership, raised approximately $65 million from Nevada investors for a real estate investment in San Antonio, Texas. Verano alleges that its former managers and a handful of their alter egos used their control over Verano to pursue their own self-dealing agendas resulting in damage to Verano and its investors. Verano's complaint was originally filed in state court on Jan. 30, 2012, alleging exclusively state-law claims for fiduciary breaches, tortious interference, conversion, unjust enrichment, breach of contract, bad faith, conspiracy, declaratory relief, and professional negligence. The procedural history of the case in state court is vast, and involves numerous disputes over whether Nevada is the proper forum for this action, including a decision by the Nevada Supreme Court. This case was designated as complex under Rule 16.1(f) of the Nevada Rules of Civil Procedure, six depositions have been taken, tens of thousands of pages of documents have been produced in discovery, written discovery has been exchanged, and the state court docket reflects that there were approximately 211 filings and 23 hearings in this matter. Despite several challenges by VTLM, Nevada state courts consistently held that Nevada is a proper forum for this action. However, the case now becomes before the District Court because VTLM filed a chapter 11 bankruptcy petition in the Western District of Texas. Subsequently, VTLM removed this case from Nevada state court, citing federal bankruptcy rules and statutes as the basis for jurisdiction. In the motion, Verano requests that the District Court exercise its prerogative to remand this case to state court on equitable grounds. Verano alternatively argues that the doctrine of mandatory abstention applies and therefore the court must remand this case to Nevada state court. In a Jan. 30, 2014 Order available at http://is.gd/xFfAEvfrom Leagle.com, the District Court finds that equitable remand is appropriate, and thus will grant Verano's motion. VTLM Texas, LP, filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 13-51330) on May 20, 2013, listing under $1 million in both assets and debts. A copy of the petition is available at http://bankrupt.com/misc/txwb13-51330.pdf William R. Davis, Jr., Esq., and R. Glen Ayers, Jr., Esq. -- wrdavis@langleybanack.com and gayers@langleybanack.com -- at Langley & Banack, Inc., serve as counsel. W.R. GRACE: Exits Chapter 11; Reorganization Plan Effective Feb. 3 ------------------------------------------------------------------ W. R. Grace & Co. disclosed that its Joint Plan of Reorganization became effective on Feb. 3, 2014, marking the company's emergence from Chapter 11. The Joint Plan establishes two independent trusts to compensate asbestos personal injury claimants and property owners. The trusts will be funded with more than $4 billion from a variety of sources including cash, warrants to purchase Grace common stock, deferred payment obligations, insurance proceeds, and payments from former affiliates. All allowed claims of non-asbestos creditors will be paid in full. On April 2, 2001, Grace voluntarily filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in order to resolve its asbestos-related liabilities. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: Board Authorizes $500MM Share Repurchase Program ------------------------------------------------------------ W. R. Grace & Co. on Feb. 4 disclosed that its Board of Directors has authorized a share repurchase program of up to $500 million expected to be completed over the next 12 to 24 months at the discretion of management. "This program demonstrates our commitment to increasing long-term shareholder value," said Fred Festa, Grace's Chairman and Chief Executive Officer. "Our strong balance sheet and cash flow provide the financial flexibility both to invest in growth and return capital to shareholders." Repurchases under the program may be made through one or more open market transactions at prevailing market prices; unsolicited or solicited privately negotiated transactions; accelerated share repurchase programs; or through any combination of the foregoing, or in such other manner as determined by management. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of Grace's shares and general market and economic conditions. Repurchased shares will be held in treasury. There is no guarantee as to the number of shares that will be repurchased, and the share repurchase program may be extended, suspended or discontinued at any time without notice. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: Sealed Air Completes Terms of Settlement Agreement -------------------------------------------------------------- Sealed Air Corporation on Feb. 4 disclosed that it has completed the material remaining conditions of the previously disclosed Settlement agreement with the committees appointed to represent asbestos claimants in the bankruptcy case of W. R. Grace & Co. This agreement was approved by order of the United States Bankruptcy Court for the District of Delaware on June 27, 2005. Pursuant to the terms of the Settlement agreement, Cryovac, Inc., a wholly owned subsidiary of Sealed Air, fulfilled its obligation with payments to asbestos claims trusts in the aggregate amount of $930 million cash and 18 million shares of Sealed Air common stock. "This is very positive news for Sealed Air, as the completion of the settlement has been anticipated for some time and now brings finality to a matter after more than a decade of preparation. It resolves asbestos-related claims against Sealed Air associated with W. R. Grace & Co.," said Jerome A. Peribere, President & CEO of Sealed Air. "We will no longer incur interest on the settlement, which amounted to $48 million in 2013. Additionally, we anticipate meaningful cash tax benefits over the next several years that will provide cash that we can use to continue to add value to our business." About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). VOGUE INT'L: Fitch Assigns Initial 'BB-' Issuer Default Rating -------------------------------------------------------------- Fitch Ratings assigns the following initial ratings to Vogue International LLC, after The Carlyle Group closes its investment of 49% of the company's equity. The transaction will add $445 million in senior secured facilities, which Fitch expects to rate, and is expected to close by the end of this month: --Long-term Issuer Default Rating (IDR) 'BB-'; --$30 million Senior Secured 5 year revolver 'BB+'; --$415 million Senior Secured 6 year term loan 'BB+'. The Rating Outlook is Stable. KEY RATING DRIVERS PROVEN MARKETER Vogue is a small private company whose point of differentiation is in offering products using ingredients that address specific hair conditions similar to the products found in a salon but at more affordable price points. Most of the company's brand support is with retailers rather than investments in national advertising to pull consumers into the store. Consumers make the final purchase decisions in store. Vogues approach has proven successful despite low brand awareness relative to competitors. Vogue has had a growing presence on-shelf with major retailers, particularly in the mass and drug channel, for more than a decade. Major retailers such as Target have grouped Vogues' OGX brand under a 'salon affordable' banner, easily attracting consumers desiring specific hair solutions. Fitch notes that over the past several years many large household and personal care companies have modestly pulled back on advertising and increased trade spending to gain more last minute attention from consumers. Fitch expects the company's business momentum to continue but at a slower rate than in the recent past as its revenue base increases. Near term actions to improve its selling and customer facing organization, beginning with centralizing much of its merchandising activities with a well-known national brokers, are positive steps. GROWING NICHE, GOOD POSITIONING Vogue participates in the mass premium hair care category, which has exhibited solid growth rates vis a vis a relatively flat overall category. Despite the premium pricing to mid-tier brands Fitch notes that Nexxus, a mass premium brand, had strong revenue growth during the recession of 2009. Pressured consumers limited visits to the more expensive salon channel and migrated down to mass premium brands during that time frame. Thus, there is good support for Vogue's subcategory, although there could be modest negative impact during a cyclical downturn. L'Oreal S.A. has commented on the bi-furcation in the beauty market where mid-tier brands have generally lost share to premium or value. IRI scanner data through mid-2013 shows modest or negative growth rates for mid-tier, value brands, and the small portion of private label in this category. These data points support Fitch's view of Vogue's better than average growth prospects. At present, the company's ability to generate new, well-received products has led to increased sales among existing and new customers. It appears however, that new product development is led by the 51% owner (post The Carlyle Group's investment), Todd Christopher. Fitch expects Mr. Christopher to continue leading the business. ATTRACTIVE COST STRUCTURE, FCF Manufacturing is outsourced resulting in a highly variable cost structure. Net sales growth has exceeded the low to mid-single digit average organic rate experienced by the company's significantly larger peers. Margins have improved sequentially for a number of years given higher top line growth and a more modest rate of overhead increases. Limited fixed investments are required. The company's FCF efficiency (Cash Flow from Operations - Capex)/Net Income) is expected to be in the 90% range and in line with larger consumer product companies such as the Procter & Gamble Company. Fitch anticipates that Vogue should generate significant FCF to reduce debt balances related to its $415 million, six-year senior secured term loan rapidly. Borrowing under the $30 million secured revolver is expected to be modest. There is room in the company's credit protection measures for modest discretionary activities within the rating category as long as its business momentum continues along its current path. SIZE, LACK OF DIVERSIFICATION The company participates primarily in hair care, with the majority of its revenues derived from the United States. Revenues are also small in relationship to its several large peers. Vogue may not have the scale or resources to compete if a large competitor invested heavily in advertising and trade spending for a protracted period of time. EVENT RISK INCREASES The Carlyle Group (Carlyle), a private equity firm, will own 49% of Vogue after its $391 million investment. Carlyle is expected to exit its position in its investment at some point which could increase event risk. Fitch does not rate for the potential, but will review the implication to the ratings when and if an event occurs. DEBT STRUCTURE AND LIQUIDITY Pro-forma leverage for the transaction is 4x. However, given mandatory excess cash flow requirements in Vogue's credit agreement, Fitch expects debt balances to decline meaningfully each year. Protection for creditors is provided by a Net First Lien Leverage Ratio which steps down quickly from 5.25x at June 30, 2014 to 3.75x at March 31, 2016 and thereafter. It is anticipated that the company should ably meet requirements with a solid cushion. Debt maturities on the term loan are structured to be modest at approximately $4.2 million per year. FCF given modest fixed investments is ample. Vogue has moderate room for discretionary activities given its strong FCF. Liquidity is adequate and supported mainly by the FCF and the $30 million, five-year senior secured revolver. RATING SENSITIVITIES What Could Trigger a Rating Action -- Given the company's small size and above average business risk given its lack of product and geographic diversification, an upgrade is unlikely. Future developments that may, individually or collectively, lead to a negative rating action include: -- Event related increases in leverage of more than one turn from the day the transaction is consummated, such as a dividend recapitalization. -- Protracted spending by a large well-funded competitor in the mass premium segment that has the potential to negatively impact Vogue's business profile. WEST CORP: S&P Assigns 'BB' Rating to $313MM Sr. Secured Term Loan ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed all existing ratings, including the 'BB-' corporate credit rating, on Omaha, Neb.-based business process outsourcer West Corp. The rating outlook is stable. At the same time, S&P assigned the company's issued $313 million senior secured term loan due 2016 and $2.063 billion due 2018 an issue-level rating of 'BB' (one notch above the 'BB-' corporate credit rating on the company), with a recovery rating of '2', indicating S&P's expectation for substantial (70% to 90%) recovery for bondholders in the event of a payment default. "In our view, the rating on West Corp. reflects our expectation that leverage will remain relatively high, in the 4x to 5x area over the intermediate term, as the company will operate under a less aggressive financial policy and continue its acquisition- oriented growth strategy. This expectation underscores our assessment of West Corp.'s financial risk profile as "aggressive" (based on our criteria). West Corp. has been an active acquirer of automated services companies as it seeks to expand its presence in higher-margin areas. We view the company's business risk profile as "fair," based on its good EBITDA margin and revenue stability. We believe these dynamics will result in West achieving low- to mid-single-digit percentage revenue and EBITDA growth, on average, over the intermediate term, with slightly lower leverage", S&P said. West Corp. is a business process outsourcer of conferencing services, public safety services, automated alerts, notifications services, and agent-based and automated call center services, with operations in the U.S., the U.K., and many other countries. The company has a good EBITDA margin and competitive position in the fragmented, highly competitive market for communication services. West Corp. competes with larger peers with significant offshore operations, and often with clients' in-house staff. The market for conferencing services is competitive, despite healthy margins. West strives to increase call volume and reduce costs to offset steadily declining pricing, which it has generally accomplished. This trade-off will likely hurt its EBITDA margin over time. Nonetheless, S&P believes longer-term trends generally will continue to favor outsourcers such as West, as companies continue outsourcing noncore functions to extract operating efficiencies. * 10th Circuit Rules on Issue Preclusion Doctrine ------------------------------------------------- A three-judge panel of the U.S. Court of Appeals for the Tenth Circuit composed of Judge Timothy C. Tymkovich, Judge William Holloway, Jr., and Judge Neil M. Gorsuch, on Jan. 28 reversed a judgment by the U.S. Bankruptcy Appellate Panel in a lawsuit arising from an employment dispute between plaintiffs James Hamilton and Richard Kus and their former employer, Water Whole International, and its owner, Wolfgang Zwanziger. Hamilton and Kus sued Zwanziger for fraud and violations of Oklahoma's wage laws. A jury found Zwanziger liable and awarded Hamilton and Kus a combined sum of $573,000. Zwanziger appealed. On appeal, the Tenth Circuit affirmed the jury's verdict on liability but reversed on damages. The case was remanded to the district court to recalculate damages. But before the district court could recalculate the damages, Zwanziger declared bankruptcy. Kus and William Clark, as trustee of Hamilton's estate (since Hamilton also had declared bankruptcy), then filed a complaint in bankruptcy court to determine how much of Zwanziger's liability was not dischargeable. The bankruptcy court concluded that our prior judgment finally decided Zwanziger's liability to Clark and Kus for fraud. But because the Tenth Circuit reversed the damages award and did not issue one of its own, the bankruptcy court believed the issue of the amount of damages remained unresolved. And because the bankruptcy court was determining only the amount of damages not dischargeable in bankruptcy, the bankruptcy court believed it was not bound by the Tenth Circuit's remand instructions to the district court. After reviewing both sides' damages case, the bankruptcy court awarded Clark and Kus a combined sum of $181,300 in nondischargeable damages, $50,000 of which was for emotional distress. The appeal asked the Tenth Circuit to consider a novel question: Does issue preclusion apply in bankruptcy court to a final determination in district court that a party waived an issue? The Tenth Circuit, through Judge Tymkovich, concluded that issue preclusion does not apply to the waiver finding in the case. Therefore, exercising jurisdiction under 28 U.S.C. Section 158(d)(1), the Tenth Circuit reversed the judgment of the Bankruptcy Appellate Panel and remanded the case for the bankruptcy court to reinstate its order. The appeals case is WILLIAM M. CLARK, JR., Chapter 7 Trustee of the Bankruptcy Estate of James R. Hamilton; and RICHARD A. KUS, Plaintiffs - Appellants, v. WOLFGANG FRIEDRICH ZWANZIGER, Defendant - Appellee, No. 12-6123 (10th Cir.). A full-text copy of the Decision is available at: http://bankrupt.com/misc/10thCir126123.pdf Bruce F. Klein, Bruce F. Klein, PLLC, Oklahoma City, Oklahoma, for Appellants. Mike Rose, Michael J. Rose, P.C., Oklahoma City, Oklahoma, for Appellee. * Morgan Stanley Reaches $1.25 Billion Mortgage Settlement ---------------------------------------------------------- Michael Corkery and Jessica Silver-Greenberg, writing for The New York Times' DealBook, reported that Morgan Stanley has agreed to pay $1.25 billion to the Federal Housing Finance Agency to resolve claims that it sold shoddy mortgage securities to Fannie Mae and Freddie Mac. According to the report, in a securities filing late on Feb. 4, Morgan Stanley said that it had reached an agreement "in principle" with the agency, which is the federal conservator for the mortgage finance giants Fannie and Freddie. The settlement is the latest agreement between a Wall Street firm and the F.H.F.A., which in 2011 sued 18 financial institutions seeking relief for some of the big losses suffered by the taxpayer-supported entities, the report related. According to the agency's lawsuit, Morgan Stanley sold $10.58 billion in mortgage-backed securities to Fannie and Freddie during the credit boom, while presenting "a false picture" of the riskiness of the loans, the report said. The housing finance agency said the underwriting of the mortgage loans did not meet the standards detailed to Fannie and Freddie. The lawsuit involved mortgage-backed securities issued from Sept. 12, 2005, to Sept. 27, 2007, the report further related. * Brisk Business in Big Law Firms Hiring Other Firms' Partners -------------------------------------------------------------- Elizabeth Olson, writing for The New York Times' DealBook, reported that the country's biggest law firms are hiring other firms' partners at a rapid pace, a new study has found. Lawyers specializing in corporate work are the hottest commodities, an annual tally by the legal journal American Lawyer showed. As firms jockeyed to expand, corporate lawyers represented 17 percent of the total partner moves for the 12 months ended Sept. 30, 2013, up from 8 percent in the previous 12-month period, the Journal said, citing figures released on Feb. 3. According to the report, over all, there were 2,522 such moves in the period, slightly below the 2,691 previous total, according to The American Lawyer tabulation. The law firm Baker & McKenzie added the largest number, hiring 68 partners from other firms, followed by Jones Day, which hired 65. Also near the top of the list were Husch Blackwell with 52, K&L Gates with 48 and Reed Smith with 40. The tide of lawyers moving to new offices is shoring up law firm revenues, but William Henderson, a law professor at Indiana University's Maurer School of Law, and Christopher Zorn, a law professor at Pennsylvania State University, have found that increasing revenue "through a lateral acquisition strategy dilutes rather than grows the profit pool," the report related. Mr. Henderson and Mr. Zorn, both law firm management experts, based their analysis on the 13 years of data collected in the surveys, which found that lateral hiring increased about 20 percent over the period, the report added. ********* 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 ***