/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140212.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 12, 2014, Vol. 18, No. 42 Headlines 710 LONG RIDGE: Union & NLRB Claims Not Entitled to Priority A&F ENTERPRISES: Ruling in IHOP Dispute Stayed Pending Appeal ALVARION(R) LTD: Receiver Presents Creditors' Plan Settlement ALTREC INC: Files Schedules of Assets and Liabilities ANDALAY SOLAR: Issues $100,000 Convertible Note ASPEN DENTAL: S&P Rates $330MM Term Loan 'B' & Affirms 'B' CCR ATLANTIC EXPRESS: STA Closes Deal to Acquire California Assets AUTOMATED BUSINESS: Reversal of Cash Collateral Order Sought BAYTEX ENERGY: S&P Affirms 'BB' CCR Over Aurora Oil Acquisition BENTLEY PREMIER: Hearing on Rival Plans to Begin March 28 BENTLEY PREMIER: Collin Tax Assessor/Collector Balks at Plan BERRY PLASTICS: Posts $6 Million Net Income in Dec. 28 Quarter BEST SAND & GRAVEL: Case Summary & 20 Largest Unsecured Creditors BISHOP OF STOCKTON: Provides More Info on Greeley Hiring BISHOP OF STOCKTON: Files Schedules of Assets and Liabilities BISHOP OF STOCKTON: Files Statement of Financial Affairs BOARDWALK PIPELINE: S&P Lowers Subordinated Debt Rating to 'BB+' BUFFET PARTNERS: Seeks to Use Cash Collateral BUFFET PARTNERS: Proposes to Pay 75% of Critical Vendors' Claims BUFFET PARTNERS: Rejecting Leases for 8 Closed Stores C & K MARKET: Panel Has OK to Hire Protiviti as Financial Advisor C & K MARKET: Hires Big Rock as Real Estate Broker C & K MARKET: Taps Hilco as Real Estate Consultant C & K MARKET: Wants to Hire Menlo Management as Leasing Agent C & K MARKET: Hires Pacific Partners as Real Estate Broker C & K MARKET: Taps Pulver & Leever as Real Estate Broker CAESARS ENTERTAINMENT: Taps Lazard as Restructuring Adviser CALVARY CHAPEL: Case Summary & 12 Unsecured Creditors CASH STORE: Incurs C$7.5 Million Loss in First Quarter CATASYS INC: Crede Buys $900,000 Common Shares CBS I: Court Enters Final Decree Closing Reorganization Case CELL THERAPEUTICS: Appoints Karen Ignagni to Board of Directors CENTURYLINK INC: Fitch Affirms 'BB+' Issuer Default Rating CEREPLAST INC: Voluntary Chapter 11 Case Summary CHARLESTON VEGAS: Case Summary & 4 Largest Unsecured Creditors COLOSSUS MINERALS: Creditors' Meeting Scheduled for Feb. 25 CONSTAR INTERNATIONAL: DIP Financing Wins Final Approval CONSTAR INT'L: Plastipak Wins Bankruptcy Auction of US Assets COPYTELE INC: Amends 57.4 Million Shares Resale Prospectus DEERFIELD RETIREMENT: Court Approves Use of Cash Collateral DELUXE ENTERTAINMENT: S&P Raises CCR to 'B' Over Refinancing Plans DETROIT, MI: Emergency Manager to Push Back Filing Date DETROIT, MI: Fee Examiner Says $13MM++ Billed in First 3 Months DEWEY & LEBOEUF: Trustee Sues Four Ex-Partners for $1.3-Mil. DIGERATI TECHNOLOGIES: Several Parties Object to Confirmation DIOCESE OF HELENA: Proposes Elsaesser Jarzabek as Counsel DIOCESE OF HELENA: Proposes Driscoll as Special Counsel DVORKIN HOLDINGS: Has Settlement With Lender on $11MM Claim EAST TECH: Voluntary Chapter 11 Case Summary ECOTALITY INC: Plan Exclusivity Period Extended Until March 1 ELBIT IMAGING: Noteholder Appeals Approval of Arrangement ELECTRO SONIC: Chapter 15 Case Summary EMPIRE RESORTS: Amends $250 Million Shares Prospectus EWGS INTERMEDIARY: Has Nod to Use Cash Collateral Until Feb. 20 EWGS INTERMEDIARY: Wants More Time to Decide on Leases EXIDE TECHNOLOGIES: Hires ERM Consulting as Consultant FEDERAL-MOGUL: Suit Over Modification to Medical Benefits Tossed FIELDWOOD ENERGY: S&P Affirms 'B' CCR Over SandRidge Deal FIRST MARINER: Files for Bankruptcy in Buyout Deal FIRST MARINER: Case Summary & 6 Largest Unsecured Creditors FISKER AUTOMOTIVE: Bidder for Firm Hires Former Ford Executive FISKER AUTOMOTIVE: Hybrid Loses Appeal Over Limit to Credit Bid FURNITURE BRANDS: Bid to Terminate Insurance Policies Opposed GENERAL GROWTH: Buys Back Pershing's Remaining Stake GENERAL MOTORS: Barra Eligible for $14.4-Mil. Pay Package in 2014 GIBSON BRANDS: S&P Lowers CCR to 'B-' on Weak Performance GREEN FIELD ENERGY: Womble Carlyle Okayed as Committee Co-Counsel GUIDED THERAPEUTICS: Omnyx's Cartwright Is New CEO HOUSTON REGIONAL: Astros Seek Stay of Bankruptcy Ruling INLAND DIVERSIFIED: Kite Realty to Acquire Firm for $2.1B INTELLIPHARMACEUTICS INT'L: Receives $3.1 Million From Licensee JEVIC TRANSPORTATION: Judge Upholds Deal Violating Priority Rules KEEN EQUITIES: Investors Raising $1MM to Pay Taxes, etc. KEYWELL LLC: Continental Casualty May Pay Defense Cost KEYWELL LLC: Taps Rust Omni as Claims and Noticing Agent KRONOS WORLDWIDE: Fitch Rates New $275MM Secured Term Loan 'BB-' LABORATORY PARTNERS: Protections for Stalking Horse Bidder OK'd LEIPZIG LIVING TRUST: Involuntary Chapter 11 Case Summary LOCATION BASED TECHNOLOGIES: Dave Meyers Quits From Board LONG ISLAND COLLEGE HOSPITAL: Sale Process Suspended LIME ENERGY: Raises $2MM From Sale of Conv. Preferred Stock MARTIFER SOLAR: Section 341(a) Meeting Scheduled for Feb. 27 MERITOR INC: Fitch Rates Proposed $225MM Unsecured Notes 'B-/RR5' MERITOR INC: S&P Affirms 'B' CCR & Rates $225MM Sr. Notes 'B-' MF GLOBAL: CME Settles Lawsuit for $14.5 Million MI PUEBLO: Has Interim OK to Use Cash Collateral Until Feb. 23 MI PUEBLO: May Enter Into Lease Decision Stipulations MISSION NEWENERGY: Had A$1.7 Million in Cash at Dec. 31 MONARCH COMMUNITY: Incurs $446,000 Net Loss in Fourth Quarter MONTREAL MAINE: Trustee Sues World Fuel Over Train Derailment MONTREAL MAINE: March 12 Hearing Set for Claimants' Plan Outline MONTREAL MAINE: Needs $1.8-Mil. More to Continue to Operate MORGANS HOTEL: Brian Taylor Stake at 6.4% as of Dec. 31 MORRIS WELDING: Files for Chapter 7 in Florida NATIONAL VISION: S&P Puts 'B+' CCR on Watch Neg. Over KKR Buyout NORANDA ALUMINUM: To Sell Securities Worth $465.3 Million NPS PHARMACEUTICALS: Columbia Wanger No Longer 5% Shareholder POSITRON CORP: Hikes Authorized Series H Pref. Shares to 15-Mil. RDL LOGISTICS: Voluntary Chapter 11 Case Summary RESIDENTIAL CAPITAL: Defeats UST Bid to Block CRO's Success Fee ROCKWELL MEDICAL: Camber Capital No Longer a Shareholder ROSEVILLE SENIOR LIVING: Has OK for Exit Financing With MidCap ROSEVILLE SENIOR: Has Exit Financing Term Sheet With Midland SCOOTER STORE: May Use Cash Collateral Until Feb. 23 SCOOTER STORE: Wants Plan Filing Period Extended to May 10 SEQUENOM INC: Inks Employment Pacts with COO, Pres. and CSO SIMPLY WHEELZ: Wants to Amend Final DIP Financing Order SOUND SHORE: Removal Period Extended Thru Plan Confirmation SOUND SHORE: Exclusive Period to File Plan Extended to April 24 SPECIALTY PRODUCTS: Allowed to Bypass Dist. Court in Appeal ST. FRANCIS' HOSPITAL: Alston & Bird to Represent Committee ST. FRANCIS' HOSPITAL: March 5 Hearing on Panel's Bid to Hire CBIZ STAR DYNAMICS: BAE Systems Lawsuit Stays in Bankruptcy Court STAR DYNAMICS: Gets Secured Financing Through March 31 STERLING BLUFF: Proposes Stone & Baxter as Counsel SUNTECH POWER: Subsidiary Wins Judgment vs. Suntech Singapore SUPERLEAF TIMBER: Court Enters Further Confirmation Order SUPERLEAF TIMBER: Elects Jan. 23 as Plan Effective Date TECHPRECISION CORP: Amends By-Laws, Adopts Governance Guidelines TEXAS STATE AFFORDABLE: S&P Affirms CC Rating on Housing Rev Bonds TRANSTAR HOLDING: S&P Alters Outlook to Neg. Over ETX Acquisition TUSCANY INTERNATIONAL: Has Interim Authority to Tap DIP Loans TUSCANY INTERNATIONAL: Can Use Cash Collateral Until March 3 TUSCANY INTERNATIONAL: Has Interim OK to Pay Critical Vendors TUSCANY INTERNATIONAL: TID Has Authority to Act as Foreign Rep TUSCANY INTERNATIONAL: Can Employ Prime Clerk as Claims Agent UNIVERSITY GENERAL: Files Q1, Q2 & Q3 2013 Quarterly Reports VICTORY EMS: Case Summary & 13 Unsecured Creditors VINCE YOUNG: To Exit Chapter 11 Quickly with Deal VIVARO CORP: Court Rules in Suit Against Raza Communication WHEATLAND MARKETPLACE: Can Use Cash Collateral Through Feb. 28 XTREME POWER: Potential Buyers Have Until March 20 to Submit Bids XTREME POWER: Hiring of Baker Botts & Gordian Group Opposed XZERES CORP: Paul DeBruce Stake at 15.9% as of Dec. 17 ZLOMREX INTERNATIONAL: U.K. Debt Arrangement Enforced in U.S. * Chapter 13 Debt Limits Aren't 'Jurisdictional' * Flour-Milling JV Planned by Cargill, ConAgra, CHS Again Delayed * Holder Widens Rights for Gay Married Couples * Justice Department Sued Over $13 Billion JPMorgan Pact * Kohlberg Kravis to Close 2 Mutual Funds * Year Begins with Three Bank Failures in January * Craig Wolfe Joins Sheppard Mullin's Bankruptcy Practice in N.Y. * John Gatti Joins Manatt as Partner in Litigation Division ********* 710 LONG RIDGE: Union & NLRB Claims Not Entitled to Priority ------------------------------------------------------------ Bankruptcy Judge Donald H. Steckroth granted the omnibus objection of 710 Long Ridge Road Operating Company, II, LLC, et al., to the claims filed by the New England Health Care Employees Union, District 1119, SEIU; and the National Labor Relations Board on the grounds that the Claims are not entitled to administrative priority pursuant to 11 U.S.C. Sec. 503(b)(1)(A) or wage priority pursuant to either 11 U.S.C. Sec. 507(a)(4) or 11 U.S.C. Sec. 507(a)(5). Judge Steckroth said the back pay claims are not entitled to wage claim priority status under 11 U.S.C. Sec. 507(a)(4) or 11 U.S.C. Sec. 507(a)(5) and are classified as general unsecured claims, if and when awarded in an NLRB proceeding. The Debtors first argue that the administrative expense claims attributable to the time period in which they were in full compliance with the injunction ordered by the U.S. District Court for the District of Connecticut should be expunged, and the administrative expense claims attributable to the period during which the interim relief ordered by the Bankruptcy Court pursuant to 11 U.S.C. Sec. 1113(e) was in effect should be expunged pursuant to the law of the case doctrine. The Debtors also contend the Claims are not entitled to priority status because the claims being adjudicated before the NLRB have not yet been awarded and because the claims will substantially increase the probability of layoff or termination of employees. Additionally, the Debtors argue that the prepetition back pay Claims are not entitled to wage priority because they were not earned within the statutory 180-day period prior to Feb. 24, 2013. Because the claims for back pay arose from an alleged unfair labor practice -- ULP -- committed by the Debtors on June 17, 2012, the Debtors assert the Claimants' rights to wages arose on that date; and thus, their Claims accrued prior to the 180-day statutory period for priority claims. Thus, the Debtors seek to classify the Claims as general unsecured claims. The Claimants assert they are unaware of whether the Debtors complied with the injunction ordered by the United States District Court for the District of Connecticut, and thus, they may have a claim for one or two days. In addition, the Claimants assert that the law of the case doctrine is inapplicable because the Claimants plan to file a motion for reconsideration of the District Court's decisions denying leave to appeal this Court's 1113(e) interim relief orders. The Claimants argue further that because they have a pending claim in a NLRB proceeding which may be awarded in the future, the Claims should be given administrative priority at this time. They also assert that their cooperation in organizing a payment plan with the Debtor will prevent any concerns about the probability of layoffs or termination of employees. The Claimants additionally assert that the prepetition back pay Claims accrued during the 180-day period prior to the Filing Date because a Union employee incurs a right to payment for every day that the employer fails to reinstate the employee. On July 2, 2013, the Union filed 15 claims. On Aug. 22, 2013, the NLRB filed five claims. The Union and NLRB each assert an unknown portion of the Back Pay Claims is entitled to priority for wages, salaries, or commission under Sec. 507(a)(4) and/or contributions to an employee benefit plan under Sec. 507(a)(5). The Back Pay Claims total approximately $9,000,000. The Back Pay Claims represent retroactive wages and benefits which seek to remedy the alleged ULPs committed by the Debtor. On Oct. 11, 2013, the Union filed 15 Administrative Expense Claims. On Oct. 2, 2013, the NLRB filed five Administrative Expense Claims. The Administrative Expense Claims, which represent "the estimated potential post-petition liability for unpaid wages, pension contributions, medical expenses, and other benefits arising out of unfair labor charges against the Debtor" beginning on the Filing Date, total $1,136,273. A copy of the Court's Feb. 6, 2014 Opinion is available at http://is.gd/psKRihfrom Leagle.com. 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., 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. A&F ENTERPRISES: Ruling in IHOP Dispute Stayed Pending Appeal ------------------------------------------------------------- Ali Alforookh manages and operates restaurants in Wisconsin, Illinois, and Missouri under franchise agreements with International House of Pancakes. He created several companies to hold the IHOP franchises he acquired over the years, including A&F Enterprises, Inc. II. Alforookh and his companies are in Chapter 11 bankruptcy proceedings. Their primary assets are 17 separate IHOP franchise agreements and the corresponding building and equipment leases. At this point the central dispute in the bankruptcy is the time limit for assuming these contracts. In general, debtors in Chapter 11 may assume or reject executory contracts any time before confirmation of a plan pursuant to 11 U.S.C. Sec. 365(d)(2). Unexpired leases of nonresidential real property, however, must be assumed within 120 days (210 days if the court grants a 90-day extension). A&F neither assumed the building leases within 120 days nor sought an extension, so IHOP contends that the building leases were rejected, and by way of crossdefault provisions, that the franchise agreements and equipment leases expired. A&F believes that because the building leases are just one part of the larger franchise arrangement with IHOP, Sec. 365(d)(2)'s more generous time limit applies to the whole arrangement, including the building leases. A&F and IHOP fought this legal battle in bankruptcy court, and A&F lost on the merits. The bankruptcy judge issued orders deeming the building leases rejected and the franchise agreements and equipment leases expired. A&F appealed this decision to the district court. A&F also sought a stay pending appeal, which both the bankruptcy court and the district court denied. Both courts thought that A&F's position lacked merit because the text of Sec. 365(d)(4) contains no exception for leases tied to franchises. A&F ENTERPRISES, INC. II, et al., Appellants, v. IHOP FRANCHISING LLC, et al., Appellees, No. 13-3192 (7th Cir.), is an appeal seeking review of the district court's order denying the stay and also moved for an emergency stay. The U.S. Court of Appeals for the Seventh Circuit granted the emergency motion and issued a stay order freezing the status quo during the pendency of this appeal. The sole issue for the Seventh Circuit now is whether the bankruptcy court's orders should be stayed pending resolution of the appeal on the merits, which remains pending before the district court. In a Feb. 7 decision available at http://is.gd/dhSNS7from Leagle.com, the Seventh Circuit held that a continued stay is warranted. Because A&F has demonstrated a likelihood of success on the merits and the potential harm to A&F is greater than that to IHOP, a stay is warranted, the Appeals Court said. A & F Enterprises, Inc. II, based in Oak Park, Illinois, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 13-07930) on Feb. 28, 2013. Judge Donald R. Cassling oversees the case. Michael C. Moody, Esq., at O'Rourke& Moody, serves as the Debtor's counsel. A & F Enterprises, Inc. II estimated $500,001 to $1 million in assets, and $100,001 to $500,000 in liabilities. Affiliates that simultaneously filed Chapter 11 petitions are AbuBecker Inc.; AEA Enterprises, Inc.; AEE Enterprises Inc.; East Peoria Enterprises Inc.; Fatma Enterprises Inc.; Halima I, Inc.; Sabah Restaurant Inc.; Westchester Enterprises Inc.; Mahmoud Inc.; El Sayed Inc.; and Elham Inc. The petitions were signed by Ali Alforookh, sole owner of A&F Enterprises. ALVARION(R) LTD: Receiver Presents Creditors' Plan Settlement ------------------------------------------------------------- Alvarion(R) Ltd. (in receivership and interim liquidation) (OTCQB:ALVRQ) disclosed that Yoav Kfir, the court-appointed Special Manager and Receiver, submitted on January 29, 2014 a motion to the District Court of Tel Aviv -- Yaffo requesting the Court to approve the proposed creditors' plan of settlement. Shareholder and Creditor meetings to vote on the proposed plan were held on January 5, 2014 in Tel Aviv. The proposed creditors' plan of settlement was approved by the Company's shareholders, its senior creditors (subject to certain exceptions submitted by two senior creditors) and its junior, unsecured creditors by the necessary vote. The Receiver petitioned the Court to dismiss the exceptions submitted by the senior creditors and approve the proposed plan. Alternatively, the Receiver requested the Court that an urgent hearing be scheduled to discuss the proposed plan and provide guidance as to the approval of said plan. Furthermore, the Receiver petitioned the Court to permanently suspend the liquidation order for Alvarion Ltd., which was temporarily suspended on December 12, 2014 for 45 days, in order to allow the continued listing of the Company on NASDAQ and the Tel Aviv Stock Exchange. In accordance with the Court's order, the Receiver published notifications in two local newspapers regarding the submission of the motion to approve the proposed creditors' plan of settlement. A copy of the motion submitted to the Court together with all its appendices can be requested by writing to yael@var-management.com or by fax +972-2-995-5777. Any person who wishes to object to the motion submitted to the Court should file his/her objection with the Court by February 12, 2014. About Alvarion With headquarters in Tel Aviv, Israel, Alvarion Ltd. provides optimized wireless broadband solutions addressing the connectivity, coverage and capacity challenges of telecom operators, smart cities, security, and enterprise customers. The Company reported a net loss of $55.9 million on $49.9 million of revenue in 2012, compared with a net loss of $33.8 million on $69.5 million of revenue in 2011. In July 2013, Alvarion said it has agreed to the appointment of a receiver and won't contest an attempt by Silicon Valley Bank to secure a winding up order from theDistrict Court of Tel-Aviv - Yaffo. Mr. Yoav Kfir, CPA, has been named as the company's receiver. The District Court of Tel Aviv -- Yaffo's on July 21, 2013, approved an operating plan to allow the normal business operation of the company. ALTREC INC: Files Schedules of Assets and Liabilities ----------------------------------------------------- Altrec, Inc., filed with the U.S. Bankruptcy Court for the District of Oregon its schedules of assets and liabilities disclosing the following: Assets Liabilities ---------- ----------- A. Real Property $0 B. Personal Property 2,141,695 C. Property Claimed as exempt D. Creditors Holding Secured Claims $8,637,023 E. Creditors Holding Unsecured Priority Claims 100,000 F. Creditors Holding Unsecured Nonpriority Claims 14,558,415 ---------- ----------- Total $2,141,695 $23,295,438 A full-text copy of the schedules is available for free at http://bankrupt.com/misc/ALTRECsal0129.pdf About Altrec Inc. Redmond, Washington-based Altrec, Inc., an Internet retailer of outdoor apparel and equipment, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 14-30037) on Jan. 6, 2014. The case is assigned to Judge Randall L. Dunn. The Debtor's counsel is David A Foraker, Esq., at Greene & Markley, P.C., in Portland, Oregon. The Debtor has assets ranging from $1 million to $10 million and liabilities ranging from $10 million to $50 million. The petition was signed by Michael Morford, president. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, Altrec generated $59 million in sales on its Altrec.com website in 2011. Revenue declined after a denial-of-service cyber attack during the 2011 Christmas season and a possible theft of customer information by a hacker, Mr. Rochelle said. There is $5.7 million owing to the secured lenders, Mr. Rochelle noted. The sale to Remington calls for the bankrupt estate to retain $250,000, with the remainder going to secured creditors. A court paper shows the liquidation value of the assets as not exceeding $1.2 million. The lender terminated a $7.5 million working capital credit in 2013, and secured noteholders owed $3.5 million initiated a receivership in December, Mr. Rochelle related. Altrec had sales of $20.1 million during the first 11 months of 2011, producing a net loss of $5.1 million. Assets are on the books for $5.7 million against debt totaling $24.2 million, Mr. Rochelle further related. An official committee of unsecured creditors was appointed by the U.S. Trustee on Jan. 14. The Committee members are Columbia Sportswear, Keen, Inc., Icebreaker Nature Clothing, Amer Sports Winter & Outdoor Co, Arcteryx Equipment, Inc., Patagonia, and The North Face, Inc. Cooley LLP serves as lead co-counsel to the Committee. McKittrick Leonard LLP serve as as local co-counsel to the Committee. ANDALAY SOLAR: Issues $100,000 Convertible Note ----------------------------------------------- Andalay Solar, Inc., on Jan. 27, 2014, issued a convertible note in the principal amount of $100,000 that matures Jan. 27, 2016, under the Securities Purchase Agreement it entered into with an institutional investor on Dec. 19, 2013. The Convertible Note bears interest at the rate of 8 percent per annum compounded annually, is payable at maturity and the principal and interest outstanding under the Convertible Note are convertible into shares of the common stock of the Company, at any time after issuance, at the option of the Purchaser, at a conversion price equal to $.02, subject to adjustment upon the happening of certain events, including stock dividends, stock splits and the issuance of Common Stock Equivalents at a price below the conversion price. Subject to the Company fulfilling certain conditions, including beneficial ownership limits, the Convertible Note is subject to a mandatory conversion if the closing price of the Company's common stock for any 20 consecutive days commencing six months after the issue date of the Convertible Note equals or exceeds $0.04. Unless waived in writing by the Purchaser, no conversion of the Note can be effected to the extent that as a result of that conversion the Purchaser would beneficially own more than 9.99 percent in the aggregate of the Company's issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion. The Company has the option of repaying the outstanding principal amount of the Convertible Note, in whole or in part, by paying the Purchaser a sum of money equal to 120 percent of the principal together with accrued but unpaid interest upon 30 days notice, subject to certain beneficial ownership limits. For so long as the Company has any obligation under the Convertible Note, the Company agreed to certain restrictions regarding, among other things, incurrence of additional debt, liens, amendments to charter documents, repurchase of stock, payment of cash dividends, affiliated transactions. The Company is also prohibited from entering into certain variable priced agreements until the Convertible Note is repaid in full. The Convertible Note contains events of default which, if triggered, will result in the requirement to pay a default amount (up to 24 percent) as specified in the Convertible Note. In addition, Andalay Solar entered into an amendment to the Securities Purchase Agreement that it entered into on Dec. 19, 2013, with certain institutional accredited investors. The Amendment extended the Final Closing Date set forth in the SPA to Jan. 31, 2014. About Andalay Solar Founded in 2001, Andalay Solar, Inc., is a provider of innovative solar power systems. In 2007, the Company pioneered the concept of integrating the racking, wiring and grounding directly into the solar panel. This revolutionary solar panel, branded "Andalay", quickly won industry acclaim. In 2009, the Company again broke new ground with the first integrated AC solar panel, reducing the number of components for a rooftop solar installation by approximately 80 percent and lowering labor costs by approximately 50 percent. This AC panel, which won the 2009 Popular Mechanics Breakthrough Award, has become the industry's most widely installed AC solar panel. A new generation of products named "Instant Connect" was introduced in 2012 and is expected to achieve even greater market acceptance. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing significant operating losses and negative cash flow from operations that raise substantial doubt about its ability to continue as a going concern. Westinghouse Solar disclosed a net loss of $8.62 million on $5.22 million of net revenue in 2012, as compared with a net loss of $4.63 million on $11.42 million of net revenue in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.34 million in total assets, $6.24 million in total liabilities, $180,468 in series A convertible redeemable preferred stock, $1.02 million in series D convertible preferred stock, and a $4.11 million total stockholders' deficit. ASPEN DENTAL: S&P Rates $330MM Term Loan 'B' & Affirms 'B' CCR -------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on East Syracuse, N.Y.-based Aspen Dental Management Inc. The outlook remains stable. At the same time, S&P assigned its 'B' credit rating to Aspen's $40 million revolving credit agreement and $330 million term loan B. S&P's recovery rating on this debt is '3', indicating its expectation for meaningful (50% to 70%) recovery of principal in the event of payment default. "We believe Aspen's refinancing significantly improves its prospects for covenant compliance over the next two years and reinforces our "adequate" assessment of Aspen's liquidity," said credit analyst Gail Hessol. "We expect Aspen could have a small discretionary cash flow (DCF) deficit in 2014, returning to modest DCF generation in 2015." The rating outlook is stable, reflecting S&P's expectation for negligible DCF over the next two years and sustained high leverage. A downgrade would most likely be prompted by slower-than-expected EBITDA growth. This could occur if the flow of new patients falters, perhaps because of constrained customer financing, contributing to a slow ramp-up of new offices and weak same-store growth. S&P could also lower its rating if there is an unexpected and substantial investment in working capital (a sharp decline in patient deposits, for example) that depletes liquidity or if discretionary cash flow weakens substantially and Aspen borrows to finance office expansion. In any of these scenarios, covenant cushions could fall below 10%. An upgrade is unlikely given S&P's view that business vulnerabilities and high leverage will persist as Aspen's management and financial sponsors pursue growth. ATLANTIC EXPRESS: STA Closes Deal to Acquire California Assets -------------------------------------------------------------- Student Transportation Inc. and its subsidiary Student Transportation of America (STA) announced it has closed the acquisition of assets from two California operations of Atlantic Express. STI's subsidiary SchoolWheels Direct has been managing the operations of the fleet for the past month. SchoolWheels Direct, a logistics and management services company, was hired after approval by the debtors and bankruptcy court to ensure customers and employees that there would be a smooth transition until such time STA and the various parties involved with Atlantic Express could complete an Asset Purchase Agreement. "We are pleased to be able to close the transaction sooner than we anticipated," said STI Regional Vice President Don Kissell. "We were able to hit the ground running just after the holidays to be ready when the students went back to school. The cooperation we received from various state and local officials to ensure thousands of children had safe transportation was just remarkable. The SchoolWheels Direct management team was able to provide continuity of service which was extremely important to the local customers, the court and both of the companies." STA management has already met with the staff and drivers, as well as every customer to answer questions and identify the goals to accomplish moving forward. The company felt it was important to address any concerns involved with such a quick turnaround, but is confident that it can begin improving operations and implementing programs right away. "The entire process and customer response has gone so well that we were able to move up the closing of the transaction," added Mr. Kissell. "We have a tremendous reputation in the State and that certainly helped." STI previously announced after the completion of a negotiated Asset Purchase Agreement it would acquire 425 vehicles and assume over $26 million in annualized contracted revenues. The transaction will add substantially to the regional density of the company's existing operations in California. The company noted it has also recently renewed one of its largest existing contracts with the Los Angeles Unified School District for an additional five years. Mr. Kissell added, "We were able to prove ourselves to many folks who left on holiday and came back to a new provider and no service disruptions. We know this is a local business and our team here in California is very excited to welcome in over 500 new employees to the STA Family of companies." About Atlantic Express Transportation Corp Founded in 1964, Atlantic Express -- http://www.atlanticexpress.com-- is the fourth-largest school bus corporation and the largest American-owned pupil transportation operation. The company employs more than 5,800 professionals who work throughout the nation transporting children in over 100 school districts. As reported by the Troubled Company Reporter on November 6, 2013, Atlantic Express Transportation Corp., one of the largest school bus transportation service providers in North America with leading operations in New York, Massachusetts, California and Pennsylvania, on Nov. 4 disclosed that the Company and its subsidiaries have filed voluntary petitions for debt relief under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. During the Chapter 11 process, the company will continue normal operations and remain committed to providing its customers and passengers with safe, reliable and timely student and commuter transportation service. Atlantic Express intends to use the Chapter 11 process to explore the availability of additional debt or equity financing, market its assets for sale and continue its challenging labor negotiations for a new collective bargaining agreement with Local 1181-1061, Amalgamated Transit Union, AFL- CIO. AUTOMATED BUSINESS: Reversal of Cash Collateral Order Sought ------------------------------------------------------------ Automated Business Power, Inc., through counsel, and Eyal Halevy, through counsel, stipulate and agree that: -- Eyal Halevy filed a "Motion to Reconsider Final Order Approving the Debtor's Use of Cash Collateral and Providing Adequate Protection Therefor" on Jan. 21, 2014; -- The Debtor has sought additional time within which to respond to the Motion for Reconsideration; and -- The Parties have agreed to extend the time within which the Debtor may file a Response to the Motion for Reconsideration. The Court ordered that the Debtor may file a response to the Motion for Reconsideration on or before Feb. 12, 2014. Counsel for Eyal Halevy can be reached at: Steven H. Greenfeld, Esq. COHEN BALDINGER & GREENFELD, LLC 2600 Tower Oaks Boulevard, Suite 103 Rockville, MD 20852 About Automated Business Power Military supplier Automated Business Power, Inc., and Automated Business Power Holding Co filed their Chapter 11 petitions (Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013. Automated Business Power has been engaged in the design and production of advanced filed deployable uninterruptible power supplies, AC-to-DC power supplier, DC-to-DC converters, uninterruptible power systems, Power/Voice/Data cases, speakers, speaker/voice systems and ancillary equipment tactical transceivers, power amplifiers, SATCOM, and other communications equipment. The petitions were signed by Daniel Akman as president. The Debtors estimated assets of at least $50 million and liabilities of at least $10 million. The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP, in Washington, D.C. PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle Tancredi, Esq., at Gebhardt & Smith LLP. The Debtor proposed to hire Dickinson Wright and Michael R. Holzman as Special ESOP Plan Counsel. BAYTEX ENERGY: S&P Affirms 'BB' CCR Over Aurora Oil Acquisition --------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB' long- term corporate credit rating on Calgary, Alta.-based exploration and production (E&P) company, Baytex Energy Corp. The outlook is stable. At the same time, Standard & Poor's affirmed its 'BB' issue-level rating on Baytex's senior unsecured debt rating. The '3' recovery rating on the debt is unchanged, indicating S&P's expectation of meaningful recovery (50%-70%) under its simulated default scenario. The affirmation follows Baytex's announcement of its C$2.6 billion acquisition of the Australia-based E&P company, Aurora Oil & Gas Ltd., and reflects Standard & Poor's view of the company's pro forma reserves base, expanded upstream product mix, and S&P's forecasted cash flow and leverage metrics for the company. Despite the assumption of Aurora'sUS$660 million] debt outstanding and the anticipated C$1.0 billion-C$1.2 billion portion of the acquisition price to be funded with debt, S&P believes Baytex's pro forma leverage metrics, with fully adjusted debt to EBITDA trending above 3.0x during its 2014-2015 forecast period, should remain stronger than the global median ranges for 'BB' rated issuers. Although the transaction will immediately increase Baytex's total gross debt by about C$1.6 billion-C$1.8 billion, the company's under-leveraged pre-acquisition balance sheet will accommodate the increased leverage without materially deteriorating the company's leverage and overall financial risk profile. "This acquisition strengthens Baytex's competitive position by virtue of the company's expanded scale and product diversity, as well as its improved operating efficiency, as Baytex's reserves base and daily average production will increase by more than 65% and 80%, respectively," said Standard & Poor's credit analyst Michelle Dathorne. "Although we believe the company's near-term liquidity position will be strained by the acquisition, there is ample cushion at the 'BB' rating to absorb the incremental debt," Ms. Dathorne added. The stable outlook reflects S&P's view that Baytex's financial risk profile will continue to anchor the 'BB' rating during its 2014-2015 rating forecast period, despite the near-term deterioration in leverage and cash flow metrics following the company's C$2.6 billion acquisition of Aurora. Furthermore, assuming the company's pro forma upstream product mix remains relatively stable, Baytex's competitive position and profitability should remain consistent with a fair business risk profile. S&P would lower the rating if the volatility of Baytex's future cash flows increases, such that its fully adjusted debt to EBITDA moved into the 3.5x-4.0x range or higher, and FFO/debt fell below 15%, or if the company's liquidity position becomes less than adequate. As Baytex's key upstream characteristics, specifically the scale and scope of its reserves and production, the current proved developed component of its reserves, and RLI remain much weaker than those of other E&P companies with a fair business risk profile, Baytex will need to strengthen these components of its business risk profile to warrant an upgrade to 'BB+'. If the company is able to bolster its proved developed reserves to 60% or higher, and extend its RLI into the six-to-eight-year range S&P would consider raising the rating to 'BB+'. BENTLEY PREMIER: Hearing on Rival Plans to Begin March 28 --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas, in Sherman, on Jan. 27 approved: -- the First Amended Disclosure Statement in Support of the Joint Chapter 11 Plan of Reorganization for Bentley Premier Builders, proposed by Starside, LLC and the Phillip M. Pourchot Revocable Trust, as modified and submitted to the Bankruptcy Court for final approval on Jan. 24, 2014. See: http://bankrupt.com/misc/BENTLEYPREMIERamendedds2.pdf -- the First Amended Disclosure Statement in Support of Chapter 11 Plan of Reorganization for Bentley Premier Builders, LLC, proposed by Sandy Golgart, as modified and submitted to the Bankruptcy Court for final approval on Jan. 24, 2014. See: http://bankrupt.com/misc/BENTLEYPREMIERamendedds.pdf The Court directed the Plan Proponents to coordinate to mail out a single solicitation package that will include both Disclosure Statements (with all exhibits and approved solicitation materials) and a single ballot (with a cover letter from the Chapter 11 Trustee, if applicable). Creditors entitled to vote on the Plans may cast their ballots by March 7, 2014. Votes may be sent to: Jason Searcy, Chapter 11 Trustee and Voting Agent SEARCY & SEARCY, P.C. PO Box 3929 Longview, TX 75606 Facsimile: (903) 757-9559 E-mail: jsearcy@jrsearcylaw.com The Court will hold a hearing a Plan confirmation beginning at 10:00 a.m. Central Time on March 28, 2014. The hearing may be continued as needed at 10:00 a.m. on March 31, 2014. Objections to confirmation of the Plan must be filed and served by Feb. 28, 2014. No later than March 14, 2014, the Voting Agent will file with the Court a final ballot summary, detailing the final vote tally, by class, for each plan and attaching copies of all ballots received. No later than Feb. 21, 2014, the Proponents may file plan supplements listing the executory contracts and unexpired leases to be assumed under their respective Plan and assigned to the Reorganized Debtor, along with the applicable Cure Claim amounts for each contract and lease to be assumed. No later than Feb. 28, 2014, the Proponents shall file any other all exhibits, schedules or Plan Supplements required by their respective Plan. Golgart is represented by: Mark A. Castillo, Esq. Joshua L. Shepherd, Esq. CURTIS | CASTILLO PC Bank of America Plaza 901 Main Street, Suite 6515 Dallas, TX 75202 Tel: 214-752-2222 Fax: 214-752-0709 E-mail: mcastillo@curtislaw.net jshepherd@curtislaw.net - and - John T. Palter, Esq. Kimberly M. J. Sims, Esq. PALTER STOKLEY SIMS WRIGHT PLLC Preston Commons - East 8115 Preston Road, Suite 600 Dallas, TX 75225 E-mail: jpalter@palterlaw.com ksims@palterlaw.com The Pourchot Parties are represented by: Mark E. Andrews, Esq. Aaron M. Kaufman, Esq. COX SMITH MATTHEWS INCORPORATED 1201 Elm Street, Suite 3300 Dallas, TX 75270 E-mail: mandrews@coxsmith.com akaufman@coxsmith.com - and - Laura L. Worsham, Esq. Lynn Schleiner, Esq. JONES, ALLEN & FUQUAY, LLC 8828 Greenville Avenue Dallas, TX 75243 As reported by The Troubled Company Reporter on Dec. 10, 2013, Sandy Golgart, 50% equity owner and manager of the Debtor, filed a reorganization plan that proposes to transfer cash, lots, homes and a contract on the commercial lot, as well as proceeds from the closing of the contract, to Starside LLC and Pourchot Trust in full satisfaction of their claims. Golgart managed the affairs of the Debtor before a Chapter 11 trustee was appointed in September 2013. The other 50% owner -- The Phillip M. Pourchot Revocable Trust -- along with unit Starside, LLC, has proposed a Chapter 11 plan that contemplates payment of creditors in full and the completion of ongoing construction jobs through the infusion of the necessary capital from Starside and the Pourchot Trust. Under the Trust's Plan, Bentley will emerge with only one owner -- the successful bidder at an auction to be held at or before the confirmation hearing. Absent a third-party, Pourchot will end up taking control of the company as Pourchot and Starside intend to credit bid up to the combined amount of their secured claim. Pourchot claims to be owed at least $26.4 million from the Debtor through cash advances made in 2008 through 2012. Starside, an entity owned by Pourchot, claims to be owed $6.23 million after acquiring the interests of Sovereign Bank on a promissory note. The two factions differ on the valuation of the Debtor's assets and the amount of Pourchot's claims. Golgart's Plan says the Debtor's properties have a fair market value in excess of $36 million and the maximum amount of the secured debt is $18 million, thus leaving substantial equity in the Debtor's properties. Pourchot's plan says the present value of the Debtor's real estate assets is just $23 million to $27 million, and the secured claims of Pourchot and Starside are at least $29.2 million -- thus equity is out of the money, and Golgart would be wiped out. Golgart's plan would allow Golgart to maintain control of the Debtor. If Pourchot's plan is approved, Pourchot will likely grab control of the company as the plan would allow it to submit a credit bid for the assets. The Order approving the Disclosure Statements provide that all offers to acquire the new equity in the Reorganized Debtor to be issued under the Pourchot Parties' Plan must be made in writing and submitted to the Chapter 11 Trustee no later than 4:00 p.m. Central time on March 21, 2014. The Chapter 11 Trustee may, but is not required to, establish a data room or make the Debtor's financial documents and other relevant due diligence material available upon request from interested parties who have executed a confidentiality agreement on terms acceptable to the Chapter 11 Trustee. Golgart has outstanding litigation against Phillip Pourchot, the Pourchot Trust and Starside LLC. Both the Debtor and Golgart sued the Pourchot Defendants in connection with allegations that the Pourchot Defendants acted in bad faith in seeking to foreclose on properties for the sole purpose of forcing Golgart out or making her ownership position worthless. Claims against the Pourchot Defendants include (1) Conspiracy to Interfere with Business, (2) Tortious Interference with Existing Contracts, (3) Interfernece with Prospective Contractual Relations, (4) Breach of Loyalty and Good Faith, (5) Economic Duress and Breach of Duty of Good Faith as Lender, (6) Application for Temporary Restraining Order and Injunctive Relief, (7) Request for Appointment of Receiver, and (8) Defamation. The litigation originally was brought under Case #416-01973-2013; however, that suit has been administratively closed. The litigation is now pending by Golgart against the Pourchot Defendants under Case #219-04162-2013. The claims include (a) Breach of Company Agreement, (b) Tortious Interference with the Company Agreement, (c) Shareholder Oppression, (d) Gross Negligence and Willful Misconduct, (e) Defamation (Against Pourchot), (f) Judicial Partition of Real Property, and (g) Attorney Fees, seeking damages, exemplary damages, equitable relief, court costs, and interest. The Pourchot Defendants have counterclaimed for (x) Defamation, and (y) Declaratory Judgment. Golgart seeks injunctive relief, appointment of a receiver, damages, exemplary damages, court costs, preand post-judgment interest, and all other relief allowable in law or equity against the Pourchot Defendants. Confirmation of the Plan eliminates any claim against the Pourchot Trust and Starside, LLC, but the Debtor may pursue its claims against Pourchot. The Debtor will dismiss its claim against Pourchot with prejudice at the Debtor's cost and provide Pourchot with a complete release if he, the Pourchot Trust, and Starside, LLC vote in favor of the Plan and do not oppose confirmation of the Plan. Golgart said the Debtor has cash of roughly $30,000 in its DIP account as of Jan. 27, receivables for which collection is anticipated from homeowners in the amount of approximately $500,000, and $543,000, subject to potential liens or claims of Pourchot which are the subject of a motion for reconsideration as to the use of cash collateral. About Bentley Premier Bentley Premier Builders, LLC, is a Texas limited liability company in the business of selling high-end residential lots and building high-quality luxury homes. The Debtor owns and develops lots, primarily in the two subdivisions known as Normandy Estates, which straddles both Denton and Collin Counties, near the intersection of Spring Creek Parkway and Midway Road in Plano, and Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway, one-half mile west of the Dallas North Tollway. The company has 100 vacant residential lots, with listing prices ranging from $150,000 to $900,000. In addition to these vacant lots, the company owns a model house and an Amenities Center in Normandy Estates, two houses in Wyndsor Pointe, some common areas and an approximately 5-acre tract zoned for commercial use. Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas. The Debtor disclosed $35,793,857 in assets and $30,428,782 in liabilities as of the Chapter 11 filing. The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip M. Pourchot) and Sandy Golgart each hold a 50% member's interest in the Debtor. Ms. Golgart signed the bankruptcy petition. The Debtor sought bankruptcy after Starside LLC, an entity owned by Phillip Pourchot, acquired the note issued to Sovereign Bank for a $7,250,000 loan, and served notice of its attempt to foreclose upon properties securing the note. Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the Debtor's counsel. Judge Brenda Rhoades presides over the case. A chapter 11 trustee was appointed following motions filed by the U.S. Trustee and the Pourchot Trust. Jason R. Searcy, the Chapter 11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy & Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C., as accountants. The deadline to file claims against and interest in the Debtor expired Dec. 5, 2013. Governmental entities had until Feb. 3, 2014, to file proofs of claim. BENTLEY PREMIER: Collin Tax Assessor/Collector Balks at Plan ------------------------------------------------------------ The Collin County Tax Assessor/Collector filed an objection to the Chapter 11 Plan of Reorganization for Bentley Premier Builders, LLC, proposed by Sandy Golgart. As of the Petition Date, CCTAC held statutory ad valorem tax liens on certain real property owned by the Debtor. CCTAC said its statutory tax liens are currently attached to multiple parcels of real property located within the Normandy Estates and Wyndsor Pointe subdivisions owned by the Debtor. The tax liens secure the repayment of ad valorem property taxes assessed against the property for tax years 2012 and 2013 in sum of $287,444.62. As of Jan. 1, 2014, additional liens attached to the Properties to secure repayment of taxes to be assessed for tax year 2014. 5. Movant?s claim is secured pursuant to the provisions of Texas Property Tax Code Sections 32.01 and 32.05. CCTAC objects to the confirmation of any plan which does not specifically provide for the retention of its statutory tax liens, including liens recently attached for tax year 2014, until such time as all taxes, penalties, and interest secured by such tax lien are paid in full. CCTAC further objects to the repayment of outstanding tax obligations over time unless the taxes are repaid in full with appropriate interest at the rate of 12% per annum. It also objects to the inclusion of any language in the order confirming the Plan which restricts its right to collect unpaid taxes by means of foreclosure. CCTAC is represented in the case by: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DEMARCO MITCHELL, PLLC 1255 West 15th St., 805 Plano, TX 75075 Tel: 972-578-1400 Fax: 972-346-6791 About Bentley Premier Bentley Premier Builders, LLC, is a Texas limited liability company in the business of selling high-end residential lots and building high-quality luxury homes. The Debtor owns and develops lots, primarily in the two subdivisions known as Normandy Estates, which straddles both Denton and Collin Counties, near the intersection of Spring Creek Parkway and Midway Road in Plano, and Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway, one-half mile west of the Dallas North Tollway. The company has 100 vacant residential lots, with listing prices ranging from $150,000 to $900,000. In addition to these vacant lots, the company owns a model house and an Amenities Center in Normandy Estates, two houses in Wyndsor Pointe, some common areas and an approximately 5-acre tract zoned for commercial use. Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas. The Debtor disclosed $35,793,857 in assets and $30,428,782 in liabilities as of the Chapter 11 filing. The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip M. Pourchot) and Sandy Golgart each hold a 50% member's interest in the Debtor. Ms. Golgart signed the bankruptcy petition. The Debtor sought bankruptcy after Starside LLC, an entity owned by Phillip Pourchot, acquired the note issued to Sovereign Bank for a $7,250,000 loan, and served notice of its attempt to foreclose upon properties securing the note. Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the Debtor's counsel. Judge Brenda Rhoades presides over the case. A chapter 11 trustee was appointed following motions filed by the U.S. Trustee and the Pourchot Trust. Jason R. Searcy, the Chapter 11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy & Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C., as accountants. The deadline to file claims against and interest in the Debtor expired Dec. 5, 2013. Governmental entities had until Feb. 3, 2014, to file proofs of claim. Competing plans of reorganization have been filed on behalf of the Debtor by Starside, LLC and the Phillip M. Pourchot Revocable Trust, on the one hand; and Sandy Golgart, on the other. The Trust and Golgart each own 50% of the Debtor. Golgart's plan would allow Golgart to maintain control of the Debtor. If Pourchot's plan is approved, Pourchot will likely grab control of the company as the plan would allow it to submit a credit bid for the assets. The two factions differ on the valuation of the Debtor's assets and the amount of Pourchot's claims. Golgart's Plan says the Debtor's properties have a fair market value in excess of $36 million and the maximum amount of the secured debt is $18 million, thus leaving substantial equity in the Debtor's properties. Pourchot's plan says the present value of the Debtor's real estate assets is just $23 million to $27 million, and the secured claims of Pourchot and Starside are at least $29.2 million -- thus equity is out of the money, and Golgart would be wiped out. Plan votes are due March 7, 2014. The Plan confirmation will start March 28 and may be continued as needed on March 31. Golgart is represented by Mark A. Castillo, Esq., and Joshua L. Shepherd, Esq., at Curtis | Castillo PC; and John T. Palter, Esq., and Kimberly M. J. Sims, Esq., at Palter Stokley Sims Wright PLLC. The Pourchot Parties are represented by Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq., at Cox Smith Matthews Incorporated; and Laura L. Worsham, Esq., and Lynn Schleiner, Esq., at Jones, Allen & Fuquay, LLC. BERRY PLASTICS: Posts $6 Million Net Income in Dec. 28 Quarter -------------------------------------------------------------- Berry Plastics Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $6 million on $1.14 billion of net sales for the quarterly period ended Dec. 28, 2013, as compared with a net loss of $10 million on $1.07 billion of net sales for the quarterly period ended Dec. 29, 2012. As of Dec. 28, 2013, the Company had $5.26 billion in total assets, $5.44 billion in total liabilities and a $183 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/jRzrWr About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BEST SAND & GRAVEL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Best Sand & Gravel, Inc. 2390 NC Hwy 111 South Goldsboro, NC 27534 Case No.: 14-00818 Chapter 11 Petition Date: February 10, 2014 Court: United States Bankruptcy Court Eastern District of North Carolina (NEW BERN DIVISION) Judge: Hon. Randy D. Doub Debtor's Counsel: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: 252 633-2700 Fax: 252 633-9600 Email: efile@stubbsperdue.com Total Assets: $3.69 million Total Liabilities: $2.31 million The petition was signed by Thomas G. Best, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb14-818.pdf BISHOP OF STOCKTON: Provides More Info on Greeley Hiring -------------------------------------------------------- The Roman Catholic Bishop of Stockton filed an amended application to address the concerns of the U.S. Trustee regarding the hiring of Greeley Asset Services, LLC, as its financial consultant. The amended application contains additional information about the funds maintained by the diocese in bank accounts at seven financial institutions, which contain property of the diocese's estate as well as property administered under various servicing agreements or held in trust for others that isn't owned by the estate. The filing also contains information about the administrative services and pooling arrangements provided by the diocese under its service management agreements with non-debtor entities, and the fees it receives in exchange for those services. The diocese also disclosed that Greeley will help in the preparation of its monthly operating reports, and will provide support if needed for discovery. Robert Greeley, Esq., a principal of Greeley, said in a separate filing that his firm will comply with the U.S. Trustee's guidelines in seeking payment for its fees and expenses. Mr. Greeley also said that in case the firm increases the rates for its services, it will file a supplemental affidavit with the bankruptcy court describing such increase, and will notify the U.S. trustee and the unsecured creditors' committee. About Diocese of Stockton The Diocese of Stockton, California was established on Feb. 21, 1962, by Pope John XXIII from the territory formerly located in the Archdiocese of San Francisco and the Diocese of Sacramento. The Diocese, comprising the six counties of San Joaquin, Stanislaus, Calaveras, Tuolumne, Alpine, and Mono, currently serves approximately 250,000 Catholics in 35 parishes. As a religious organization, The Roman Catholic Bishop of Stockton ("RCB") has no significant ongoing for-profit business activities. Revenue for the RCB principally comes from the annual ministry appeal, fees for services provided to non-RCB entities, donations, grants, and RCB ministry revenue. When the Diocese was created, most, if not all, of the property of the Parishes (excluding the pre- and/or elementary (K-8) schools) was held in the name of the RCB. The RCB also held the property for the cemeteries in the Diocese as well as some of the real property to be used for future parishes. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15, 2014. Judge Christopher M. Klein oversees the case. Attorneys at Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel to the Debtor. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) BISHOP OF STOCKTON: Files Schedules of Assets and Liabilities ------------------------------------------------------------- The Roman Catholic Bishop of Stockton filed its schedules of assets and liabilities. The filings show assets with a value of more than $7.2 million against debt totaling $11.85 million. The filings also show that the diocese has $1.6 million in secured debt. Creditors of the diocese assert $367,290 in unsecured priority claims and $9.88 million in unsecured non-priority claims. Meanwhile, liabilities for clergy sex abuse are listed as "unknown." The diocese's schedules of assets and liabilities can be accessed for free at http://is.gd/6UfEY0 In a separate filing, Douglas Adel, chief financial officer of the Stockton diocese, disclosed that the diocese's bankruptcy case is not a "single asset real estate case." Mr. Adel pointed that the diocese has five "different distinct" real property holdings and "substantial business" is conducted by the diocese on three of those properties other than the business of operating the real property. Two of the real properties are the Pastoral/Meeting Center and the Bishop's Residence, which are located in Stockton, California. The diocese also disclosed these real property holdings in its schedules of assets and liabilities. About Diocese of Stockton The Diocese of Stockton, California was established on Feb. 21, 1962, by Pope John XXIII from the territory formerly located in the Archdiocese of San Francisco and the Diocese of Sacramento. The Diocese, comprising the six counties of San Joaquin, Stanislaus, Calaveras, Tuolumne, Alpine, and Mono, currently serves approximately 250,000 Catholics in 35 parishes. As a religious organization, The Roman Catholic Bishop of Stockton ("RCB") has no significant ongoing for-profit business activities. Revenue for the RCB principally comes from the annual ministry appeal, fees for services provided to non-RCB entities, donations, grants, and RCB ministry revenue. When the Diocese was created, most, if not all, of the property of the Parishes (excluding the pre- and/or elementary (K-8) schools) was held in the name of the RCB. The RCB also held the property for the cemeteries in the Diocese as well as some of the real property to be used for future parishes. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15, 2014. Judge Christopher M. Klein oversees the case. Attorneys at Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel to the Debtor. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) BISHOP OF STOCKTON: Files Statement of Financial Affairs -------------------------------------------------------- The Roman Catholic Bishop of Stockton disclosed that most of its income during the two years prior to the Diocese's bankruptcy filing came from services fees, diocesan appeal, gifts, bequests and collections. Period Amount Source ------ ------ ----------- January 15, 2014 $206,585 Diocesan appeal $1,197,310 Service Fee $72,185 Fee, Expense Reimbursements $13,603 Interest, dividend income $200,080 Diocesan ministries $638,014 Gifts, bequests, collections $226,764 Miscellaneous $144,646 Net realized gains ---------- ------------------ $2,699,187 Total revenues, other additions June 30, 2013 $2,141,754 Diocesan appeal $1,720,982 Service Fee $254,865 Fee, Expense Reimbursements $202,743 Interest, dividend income $368,130 Diocesan ministries $1,720,590 Gifts, bequests, collections $250,814 Miscellaneous $124,207 Net realized gains ---------- ------------------ $6,784,085 Total revenues, other additions June 30, 2012 $2,307,232 Diocesan appeal $1,739,232 Service Fee $183,463 Fee, Expense Reimbursements $186,892 Interest, dividend income $361,028 Diocesan ministries $1,148,830 Gifts, bequests, collections $196,858 Miscellaneous $96,327 Net realized gains ---------- ------------------ $6,219,862 Total revenues, other additions Within 90 days immediately preceding the filing of its bankruptcy case, the Stockton diocese more than $2.2 million to creditors. A detailed list of the payments made can be accessed for free at http://is.gd/DmaFcQ The diocese also paid $215,525 to creditors who are or were insiders within one year prior to its bankruptcy. Between January 2013 and January 2014, the diocese paid $293,393 to Felderstein Fitzgerald Willoughby & Pascuzzi LLP for its legal services. The California-based law firm also received $260,572 held as retainer as of January 15, 2014. The retainer does not include $1,213 paid for filing fee. The Stockton diocese disclosed the properties held for another person. The properties are listed at http://is.gd/LjMNJO The diocese also disclosed that it is or was a party to five lawsuits alleging discrimination or misconduct of its priests within one year prior to its bankruptcy. Doug Adel and Carmen Espinoza of Stockton, California, kept or supervised the keeping of books of account and records of the diocese within the two years before it filed for bankruptcy protection. Bookkeepers/Accountants Dates Services Rendered ----------------------- ----------------------- Doug Adel Feb. 25, 2002 to present 212 N San Joaquin Street Stockton CA 95202 Carmen Espinoza June 1, 2000 to present 212 N San Joaquin Street Stockton CA 95202 Meanwhile, San Francisco-based Moss Adams LLP audited the books of account and records of the diocese within two years immediately preceding the filing of its bankruptcy case. The diocese also disclosed all withdrawals or distributions credited or given to an insider within one year before its bankruptcy filing. They are listed at http://is.gd/cMit8H The Diocese of Stockton Priest Pension Plan, Diocese of Stockton Priests Qualified Pension Plan, Diocese of Stockton Retirement Plan and Diocese of Stockton 403(b) Plan are the four pension funds maintained by the diocese within the six-year period immediately preceding the filing of its bankruptcy case. The diocese does not contribute to the 403(b) plan directly but rather withholds funds from its employees' paychecks and forwards the withheld funds to the plan. A copy of the Stockton diocese's statement of financial affairs is available for free at http://is.gd/jcHqeY About Diocese of Stockton The Diocese of Stockton, California was established on Feb. 21, 1962, by Pope John XXIII from the territory formerly located in the Archdiocese of San Francisco and the Diocese of Sacramento. The Diocese, comprising the six counties of San Joaquin, Stanislaus, Calaveras, Tuolumne, Alpine, and Mono, currently serves approximately 250,000 Catholics in 35 parishes. As a religious organization, The Roman Catholic Bishop of Stockton ("RCB") has no significant ongoing for-profit business activities. Revenue for the RCB principally comes from the annual ministry appeal, fees for services provided to non-RCB entities, donations, grants, and RCB ministry revenue. When the Diocese was created, most, if not all, of the property of the Parishes (excluding the pre- and/or elementary (K-8) schools) was held in the name of the RCB. The RCB also held the property for the cemeteries in the Diocese as well as some of the real property to be used for future parishes. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15, 2014. Judge Christopher M. Klein oversees the case. Attorneys at Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel to the Debtor. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) BOARDWALK PIPELINE: S&P Lowers Subordinated Debt Rating to 'BB+' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Houston-based Boardwalk Pipeline Partners L.P. and its operating subsidiaries Gulf South Pipeline Co. L.P. and Texas Gas Transmission LLC, to 'BBB-' from 'BBB'. S&P also lowered the issue-rating on Boardwalk Pipelines L.P.'s structurally subordinated debt to 'BB+' from 'BBB-'. In addition, S&P lowered the issue-level ratings on Gulf South Pipeline and Texas Gas Transmission to 'BBB-' from 'BBB'. The outlook is negative. As of Dec. 31, 2013, Boardwalk had total balance-sheet debt of about $3.4 billion. The rating action reflects S&P's view of EBITDA pressure in Boardwalk's transportation and storage businesses, resulting in a notable increase in debt leverage. The oversupply of shale gas and slow ramp-up of end-user demand have caused basis differentials (the difference between natural gas prices in different regions) to be weak, which continues to pressure contractual rates for transportation, storage and park-and-loan services on key points of Boardwalk's pipeline system. In short, many customers are less dependent on Boardwalk's assets to service their needs and are only willing to pay discounted rates to use them. "We believe that these negative underlying trends more than offset the benefits of Boardwalk's decision to drastically cut its distribution rate to 40 cents per unit from $2.13 per unit," said Standard & Poor's credit analyst Michael Llanos. In S&P's opinion, while Boardwalk's decision will undoubtedly impair its ability to access the equity markets, it preserves liquidity and removes the need for the partnership to access the capital markets to fund future organic growth. Absent the distribution cut and continued support from parent Loews Corp., the ratings could have been pressured further. The negative rating outlook reflects S&P's expectation that Boardwalk's adjusted debt/EBITDA will be 5.3x and 5.4x in 2014 and 2015 respectively, and that there is limited headroom based on S&P's target for a downgrade of 5.5x adjusted leverage. S&P could lower the ratings if cash flow from Boardwalk's core transportation and storage business worsens such that total debt to EBITDA is above 5.5x or if the partnership is unable to de- lever to below 5x by 2016. Although not expected in the near term, S&P could raise the rating if transportation and storage rates and park and loan opportunities improve or if the partnership embraces a significantly more conservative financial risk profile such that S&P believes debt to EBITDA will be sustained at about 4x. BUFFET PARTNERS: Seeks to Use Cash Collateral --------------------------------------------- Buffet Partners, L.P, which has sought Chapter 11 protection to restructure its balance sheet, seeks approval from the bankruptcy court to use its prepetition lenders' cash collateral. The Debtors say they have an agreement to use cash on an interim basis. The Debtors' liabilities consist primarily of $39 million in senior, secured debts of Chatham Capital Partners and its affiliated funds, as well as approximately $4 million in trade payables to miscellaneous vendors, suppliers and other parties, and undetermined liabilities to landlords of closed store locations. All of the assets, including cash, of the Furr's Fresh Buffet restaurant chain are pledged to Chatham on a senior, secured basis. As adequate protection for the diminution in value of cash collateral and collateral, the Debtors will (i) maintain the value of their business as a going concern, and (ii) provide replacement liens upon now owned and after-acquired cash and non-cash property to the extent of any diminution in value of cash collateral and other collateral. About Buffet Partners Buffet Partners, L.P, owns and operates Furr's Fresh Buffet, a restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a 65+ year operating history, Furr's -- http://www.furrs.net-- operates straight-line and scatter-bar buffet units that feature a wide variety of all-you- can-eat and home-cooked foods served at an affordable price. Buffet Partners was formed to purchase Furr's in September 2003. Furr's serviced almost 11 million guests in 2013, with an unadjusted EBITDA for 2013 of $2.7 million. In 2012 the Company's EBITDA approximated $5.8 million and guest count approximated 12.8 million. Headquartered in Plano, Texas, Buffet Partners and an affiliate sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No. Case No. 14-30699) on Feb. 4, 2014. The company said it has sought bankruptcy protection as ongoing liabilities were deemed unsustainable with the current diminished cash flow and lack of vendor credit. Buffet Partners believes that the core, operating business is sustainable and will be successful over the long term, so long as it has the ability to restructure its balance sheet and de-lever the Company. Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors. Bridgepoint Consulting is the financial advisor. Buffet Partners estimated assets and debt of $10 million to $50 million. First Bankruptcy The restaurant was founded in 1946 by Roy Furr, and expanded to approximately 60 locations as a family-owned business for over 35 years. In 1980, it was acquired by Kmart Corporation. Kmart ultimately sold Furr's in a leveraged buy-out which subsequently went public in 1986. Following a take-private transaction, the Company entered a period of decline due to its debt burden, culminating in a restructuring and reorganization under chapter 11 in 2003 in Dallas, Texas (In re Cafeteria Operators, L.P., Case No. 03-30179-HDH-11, BANKR. N.D. Tex). BUFFET PARTNERS: Proposes to Pay 75% of Critical Vendors' Claims ---------------------------------------------------------------- Buffet Partners, L.P, seeks approval from the bankruptcy court to establish procedures for payment of prepetition claims of critical vendors and PACA vendors if and when such payments become necessary. In their day-to-day operations, the Debtors heavily rely on many suppliers and service providers. Like many cafeteria and buffet restaurants in the heavily competitive food service industry, the Debtors rely on vendors to provide them with goods, including "Perishable Agricultural Commodities" (as defined by the Perishable Agriculture Commodities Act ("PACA")), and services. The Debtors believe that the goods and services supplied by certain of their vendors are critical to their operations in that their business, or some arm of their business, could not continue to operate without access to such goods, including Perishable Agricultural Commodities, and services. Under the proposed procedures, the Debtors will pay up to 75% of a critical vendor claim (with the balance agreed to be treated as an unsecured claim) or up to 100% of any (with treatment of any balance to be negotiated) PACA vendor claim. As a prerequisite to payment of any critical vendor claim or PACA vendor claim, the Debtors intend to require critical vendors and PACA vendors to agree to transact with the debtors postpetition on customary trade terms. About Buffet Partners Buffet Partners, L.P, owns and operates Furr's Fresh Buffet, a restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a 65+ year operating history, Furr's -- http://www.furrs.net-- operates straight-line and scatter-bar buffet units that feature a wide variety of all-you- can-eat and home-cooked foods served at an affordable price. Buffet Partners was formed to purchase Furr's in September 2003. Headquartered in Plano, Texas, Buffet Partners and an affiliate sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No. Case No. 14-30699) on Feb. 4, 2014. Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors. Bridgepoint Consulting is the financial advisor. Buffet Partners estimated assets and debt of $10 million to $50 million. BUFFET PARTNERS: Rejecting Leases for 8 Closed Stores ----------------------------------------------------- Buffet Partners, L.P, and Buffet G.P., Inc., ask for approval from the bankruptcy court to reject eight non-residential real property leases and four related equipment leases, nunc pro tunc to the Petition Date: The Non-Residential Real Property Leases are: Lessor Property Location ------ ----------------- 1750 Redondo, LLC 1606 South Georgetown, Wichita, Kansas 67218 Erland L. Stenberg and Mary Ann Stenberg 4900 Kipling, Wheat Ridge, Colorado 80033 National Retail Properties, LP 2340 E Griggs Ave., Las Cruces, New Mexico 88001 National Retail Properties, LP 51 South Pantano Road, Tucson, Arizona, 85710 Rohde-Herzog Family Trust 937 N Expy Brownsville, Texas 78521 Sparky-Sanders, LLC 2503 South Gregg, Big Spring, Texas 79720 HOULOUNNN, LLC 21005 Interstate 45, Spring, Texas 77373 SAMP 2 L.L.C. 7863 S Interstate 35, San Antonio, Texas 78224 The Equipment Leases are: Lessor Property Location ------ ----------------- Olympic Compactor Rentals Inc. 21005 Interstate 45, Spring, Texas 77373 Maxus Capital Group, LLC 7863 S Interstate 35, San Antonio, Texas 78224 All States Compactors, Inc. 7863 S Interstate 35, San Antonio, Texas 78224 Olympic Inc. 8410 Hwy. 151, San Antonio, Texas 78245 The Debtors explained that certain store locations subject to the real property leases were not profitable. In some instances, rent and lease terms were too onerous and could not be renegotiated to an amount those locations could sustain. In other cases, direct competition or macro-economic circumstances that impacted the Debtors' customer base caused certain locations to become unprofitable. As operations have ceased, the Debtors said it is appropriate to reject the real property leases and the related equipment leases. About Buffet Partners Buffet Partners, L.P, owns and operates Furr's Fresh Buffet, a restaurant chain with 29 restaurants in Arizona, Arkansas, New Mexico, Oklahoma and Texas. With a 65+ year operating history, Furr's -- http://www.furrs.net-- operates straight-line and scatter-bar buffet units that feature a wide variety of all-you- can-eat and home-cooked foods served at an affordable price. Buffet Partners was formed to purchase Furr's in September 2003. Headquartered in Plano, Texas, Buffet Partners and an affiliate sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No. Case No. 14-30699) on Feb. 4, 2014. Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors. Bridgepoint Consulting is the financial advisor. Buffet Partners estimated assets and debt of $10 million to $50 million. C & K MARKET: Panel Has OK to Hire Protiviti as Financial Advisor ----------------------------------------------------------------- The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the District of Oregon has authorized the Unsecured Creditors Committee to employ Protiviti, Inc., as financial consultant for the Committee in the bankruptcy case of C&K Market Inc. As reported by the Troubled Company Reporter on Jan. 9, 2014, the firm will, among other things, review and analyze: (i) the Debtor's weekly financial and cash flow performance as compared to its budget; (ii) historical operating results and recent performance and comparison to Debtor's long-term projections; and (iii) the Debtor's business segment and location-by-location analyses of profitability to determine profitable and unprofitable locations or business segments. About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13- 64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtors are represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtors' financial advisor. The Debtors hired Great American Group, LLC, to conduct store closing sales. An Official Committee of Unsecured Creditors appointed in the Debtors' cases has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C & K MARKET: Hires Big Rock as Real Estate Broker -------------------------------------------------- C & K Market, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Oregon to employ Big Rock, Inc., dba Century 21 Agate Realty, as real estate broker to assist the Debtor in selling its real property located at: (a) 922 Chetco Ave., Brookings OR 97415; (b) 924 and 926 Chetco Ave., Brookings, OR 97415; and (c) 625 Fifth St., Brookings, OR 97415 With respect to each Property, the Debtor seeks to compensate Big Rock at a commission rate of 5% of the gross sale price of the Property, with the commission to be paid directly out of the proceeds from the sale of the Property without the need for a fee application. Skip Watwood, broker of Big Rock, assured the Bankruptcy 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 Debtor and its estates. Big Rock can be reached at: Skip Watwood BIG ROCK, INC. 615 Fifth Street Brookings, OR 97415 Tel: (541) 469-2143 Fax: (541) 469-3113 About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C&K Market has filed a Chapter 11 plan and accompanying disclosure statement dated Jan. 31, 2014, which provide that each holder of an allowed general unsecured claim will receive one share of common stock of the reorganized debtor in exchange for each $10 of the holder's allowed general unsecured claim and a subscription right in the event the Debtor elects to consummate a rights offering. The Plan provides for the payment in full on the Effective Date of all Allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims and the Allowed Secured Claim of U.S. Bank. The Plan provides for the payment in full over time, with interest, of all other Secured Claims. In general, Secured Creditors with personal property collateral will be paid in 60 equal amortizing payments, with interest at 5%, and Secured Creditors with real property collateral will be paid in 84 equal amortizing payments with interest at 5% based on a 25-year amortization with a balloon payment in seven years. C & K MARKET: Taps Hilco as Real Estate Consultant -------------------------------------------------- C & K Market, Inc. seeks permission from the U.S. Bankruptcy Court for the District of Oregon to employ Hilco Real Estate, LLC as real estate consultant. The Debtor requires Hilco to: (a) meet with the Debtor to ascertain the Debtor's goals, objectives and financial parameters; (b) mutually agree with the Debtor to a strategic plan with respect to the Leases and the Properties (the "Strategic Plan"); (c) on the Debtor's behalf, and its direction, negotiate with third parties and landlords with respect to the Leases and the Properties, in accordance with the Strategic Plan; (d) provide written reports periodically to the Company regarding the status of such negotiations; (e) assist the Debtor in negotiating and closing any pertinent Lease restructuring, assignment, subleasing or termination agreements and Property purchase and sale agreements; and (f) provide short-form written statements to Hilco's estimated market value, if any, of the Leases for the locations closed or slated to be closed, with recommendations to hold or reject each Lease. Such statements will be provided at no charge to the Debtor. The Debtor has agreed to pay Hilco these fees: -- for each lease that becomes an assigned/sublet/terminated lease, excluding any lease that is terminated by Debtor's election to unilaterally reject such lease, Hilco shall earn a fee equal to all cash and non-cash consideration multiplied by 10%; -- Debtor will pay Hilco a Restructured Lease Savings Fee equal to the aggregate Restructured Lease Savings multiplied by 4%, plus an additional fee of $2,000 for each non-economic material modification to such Restructured Lease; and -- Hilco shall be compensated at a rate of $500 per hour for executive management appearances and $300 per hour for non-executive management appearances in Bankruptcy Court should such an appearance be required or requested by Debtor. Travel time will be billed at 50% of the applicable hourly rate. Hilco will also be reimbursed for reasonable out-of-pocket expenses incurred. Ian S. Fredericks, vice president and assistant general counsel of Hilco, 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. Hilco can be reached at: Ian S. Fredericks HILCO REAL ESTATE, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel: (847) 418-2075 Fax: (847) 897-0859 E-mail: ifredericks@hilcoglobal.com About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C&K Market has filed a Chapter 11 plan and accompanying disclosure statement dated Jan. 31, 2014, which provide that each holder of an allowed general unsecured claim will receive one share of common stock of the reorganized debtor in exchange for each $10 of the holder's allowed general unsecured claim and a subscription right in the event the Debtor elects to consummate a rights offering. The Plan provides for the payment in full on the Effective Date of all Allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims and the Allowed Secured Claim of U.S. Bank. The Plan provides for the payment in full over time, with interest, of all other Secured Claims. In general, Secured Creditors with personal property collateral will be paid in 60 equal amortizing payments, with interest at 5%, and Secured Creditors with real property collateral will be paid in 84 equal amortizing payments with interest at 5% based on a 25-year amortization with a balloon payment in seven years. C & K MARKET: Wants to Hire Menlo Management as Leasing Agent ------------------------------------------------------------- C & K Market, Inc. seeks permission from the U.S. Bankruptcy Court for the District of Oregon to employ Menlo Management Company as leasing agent. The Debtor requires Menlo Management to: (a) take all reasonable steps to collect and enforce the collection of, all rentals and other charges due Debtor from tenants of the property in accordance with the terms of its tenancy; (b) from gross revenues collected from the property: -- pay all operating expenses and such other expenses as may be authorized by the Debtor; -- pay to any lenders designated by the Debtor all sums, which may become due on loans affecting the property. (c) pay real property taxes and other taxes levied and assessed against the property. (d) do everything reasonably necessary for the proper management of the property, including periodic inspections, the supervision of maintenance and arranging for such improvements, alterations and repairs as may be required by the Debtor. No improvements, alterations or repair work costing more than $1,000 shall be made by Menlo Management without Debtor's prior authorization. However, in case of an emergency, which requires immediate repairs or alterations, if Debtor is not readily available for consultation, Menlo Management shall use its own discretion regarding same; (e) to negotiate and sign leases and month-to-month tenancies with existing and prospective tenants. Lease terms for all tenants to be approved by the Debtor; (f) hire, supervise and terminate on behalf of the Debtor all independent contractors and employees, handle payroll and withholding tax, if any, reasonably required in the operation of said property; (g) handle all tenant requests and negotiations in that regard that may arise from time to time; (h) inasmuch as Menlo Management is not authorized to practice law, where legal assistance is needed for such matters as enforcing and collection of rent or eviction of a tenant, such action shall be through counsel designated or approved by the Debtor. The expenses for such counsel shall be borne by Debtor; (i) maintain accurate records of all monies received and disbursed in connection with its management of the property and said records shall be open for inspection by Debtor at all reasonable times. Menlo Management shall also render to Debtor a monthly statement showing all receipts and disbursements; and (j) after deducting all authorized expenses and reserves relating to the operation and management of the property, the net amount of all funds collected for Debtor's account shall be paid no less frequently than once a month. The Debtor will pay Menlo Management a property management services fee of $36,000 per year, to be paid monthly. Menlo Management will also receive leasing and renting commissions, the greater of either (a) 5% of the gross rental revenues generated during the first five years of the lease plus 2.5% of the gross rental revenues generated by subsequent years under the lease, or (b) $4 per square foot of leased space. Half rates for lease renewals, lease extensions/renewal options exercised and leases of fewer than three years in length. For month-to-month renting agreements, Menlo Management will receive the first month's rent for each twelve months period of such tenancy. Robert Gould, president of Menlo Management, 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. Menlo Management can be reached at: Robert Gould MENLO MANAGEMENT COMPANY 750 Menlo Avenue, Suite#250 Menlo Park, CA 94025 Tel: +1 650-327-7137 About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C&K Market has filed a Chapter 11 plan and accompanying disclosure statement dated Jan. 31, 2014, which provide that each holder of an allowed general unsecured claim will receive one share of common stock of the reorganized debtor in exchange for each $10 of the holder's allowed general unsecured claim and a subscription right in the event the Debtor elects to consummate a rights offering. The Plan provides for the payment in full on the Effective Date of all Allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims and the Allowed Secured Claim of U.S. Bank. The Plan provides for the payment in full over time, with interest, of all other Secured Claims. In general, Secured Creditors with personal property collateral will be paid in 60 equal amortizing payments, with interest at 5%, and Secured Creditors with real property collateral will be paid in 84 equal amortizing payments with interest at 5% based on a 25-year amortization with a balloon payment in seven years. C & K MARKET: Hires Pacific Partners as Real Estate Broker ---------------------------------------------------------- C & K Market, Inc. asks for authorization from the U.S. Bankruptcy Court for the District of Oregon to employ Pacific Partners Commercial Real Estate Inc., dba Coldwell Banker Commercial Pacific Partners, as real estate broker to assist in selling the real property located at: (a) 301 N. Fred D. Haight Dr., Smith River, CA 95567; (b) 291 N. Fred D. Haight Dr., Smith River, CA 95567; (c) 3460 Broadway, Eureka, CA 95503; (d) 15930 Dam Rd., Clearlake, CA 95422; (e) 118-168 Morgan Way, Mt. Shasta, CA 96067; and (f) 43622 Hwy. 299 E, Fall River Mills, CA 96028 The Debtor will compensate Pacific Partners at a commission rate of 5% of the gross sale price of such Property, with such commission to be paid directly out of the proceeds from the sale of the Property without the need for a fee application. Scott Pesch, owner of Pacific Partners, 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. Pacific Partners can be reached at: Scott Pesch PACIFIC PARTNERS COMMERCIAL REAL ESTATE INC. 1036 5th Street, Suite A Eureka, CA 95501 Tel: 707-442-2222 About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C&K Market has filed a Chapter 11 plan and accompanying disclosure statement dated Jan. 31, 2014, which provide that each holder of an allowed general unsecured claim will receive one share of common stock of the reorganized debtor in exchange for each $10 of the holder's allowed general unsecured claim and a subscription right in the event the Debtor elects to consummate a rights offering. The Plan provides for the payment in full on the Effective Date of all Allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims and the Allowed Secured Claim of U.S. Bank. The Plan provides for the payment in full over time, with interest, of all other Secured Claims. In general, Secured Creditors with personal property collateral will be paid in 60 equal amortizing payments, with interest at 5%, and Secured Creditors with real property collateral will be paid in 84 equal amortizing payments with interest at 5% based on a 25-year amortization with a balloon payment in seven years. C & K MARKET: Taps Pulver & Leever as Real Estate Broker -------------------------------------------------------- C & K Market, Inc. asks permission from the U.S. Bankruptcy Court for the District of Oregon to employ Pulver & Leever Real Estate Company as real estate broker to assist in selling the real property located at: (a) 11100 Highway 92, Eagle Point, OR 97524; (b) 3400 Merlin Rd., Merlin, OR 97526; and (c) 97900 Shopping Center Ave., Harbor, OR 97415 The Debtor seeks to compensate Broker at a commission rate of 5% of the gross sale price of such Property, with such commission to be paid directly out of the proceeds from the sale of the Property without the need for a fee application. Jared Pulver, principal broker of Pulver & Leever, 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. Pulver & Leever can be reached at: Jared Pulver PULVER & LEEVER REAL ESTATE COMPANY 1060 Crater Lake Ave. Medford, OR 97504 Tel: (541) 773-5391 E-mail: jaredpulver@pulverandleever.com About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C&K Market has filed a Chapter 11 plan and accompanying disclosure statement dated Jan. 31, 2014, which provide that each holder of an allowed general unsecured claim will receive one share of common stock of the reorganized debtor in exchange for each $10 of the holder's allowed general unsecured claim and a subscription right in the event the Debtor elects to consummate a rights offering. The Plan provides for the payment in full on the Effective Date of all Allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims and the Allowed Secured Claim of U.S. Bank. The Plan provides for the payment in full over time, with interest, of all other Secured Claims. In general, Secured Creditors with personal property collateral will be paid in 60 equal amortizing payments, with interest at 5%, and Secured Creditors with real property collateral will be paid in 84 equal amortizing payments with interest at 5% based on a 25-year amortization with a balloon payment in seven years. CAESARS ENTERTAINMENT: Taps Lazard as Restructuring Adviser ----------------------------------------------------------- Emily Glazer, writing for The Wall Street Journal, reported that Caesars Entertainment Corp. recently tapped restructuring advisers as it contends with a hefty debt load, declining revenues and low liquidity, people familiar with the matter said. According to the report, Caesars, with more than $20 billion in debt, has a complicated capital structure, and investment bank Lazard Ltd.'s role is to work on financial restructuring opportunities, one of these people said, adding that bankruptcy isn't imminent. Las Vegas-based Caesars, which operates casinos across the U.S. with hubs in Las Vegas and Atlantic City, N.J., was taken private by Apollo Global Management and TPG Capital in a 2008 leveraged buyout, the report related. It has struggled to recover fully from the recession and hasn't posted a profit since late 2009. The company's failure to acquire a gambling license in Macau has also hobbled its ability to compete in that fast-growing market, the report further related. Analysts have long said that Caesars's debt load is unsustainable despite continuing efforts from the company to push off a reckoning, the report added. Some of its debt is contained in an operating company, while mortgage loans are in a separate subsidiary. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $26.09 billion in total assets, $27.59 billion in total liabilities and a $1.49 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CALVARY CHAPEL: Case Summary & 12 Unsecured Creditors ----------------------------------------------------- Debtor: Calvary Chapel of Prescott 2313 E State RT 69 Prescott, AZ 86301 Case No.: 14-01584 Chapter 11 Petition Date: February 10, 2014 Court: United States Bankruptcy Court District of Arizona (Prescott) Judge: Hon. Daniel P. Collins Debtor's Counsel: Harold E. Campbell, Esq. CAMPBELL & COOMBS, P.C. 1811 S. Alma School RD. Ste. 225 Mesa, AZ 85210 Tel: 480-839-4828 Fax: 480-897-1461 Email: heciii@haroldcampbell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rajesh Ahuja, president. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb14-1584.pdf CASH STORE: Incurs C$7.5 Million Loss in First Quarter ------------------------------------------------------ The Cash Store Financial Services Inc. filed with the U.S. Securities and Exchange Commission its interim consolidated financial statements disclosing a net loss and comprehensive loss of C$7.47 million on C$45.24 million of revenue for the three months ended Dec. 31, 2013, as compared with a net loss and comprehensive loss of C$1.70 million on C$49.50 million of revenue for the same period a year ago. As of Dec. 31, 2013, the Company had C$176.25 million in total assets, C$184.98 million in total liabilities and a C$8.72 million shareholders' deficit. "The first quarter marked the kick off of our strategic and tactical plan," said Gordon Reykdal, CEO. "For the remainder of the fiscal year we remain focused on improving our overall financial results through revenue growth and corporate expense reductions. The success of these initiatives, combined with our recent improvements in branch operating margins, will be instrumental in the Company's return to profitable growth." "We are also focused on ensuring the Company's compliance with new regulatory requirements in Ontario which, effective February 15, 2014, will require that the Company have licenses pursuant to the Payday Loans Act. These licenses will again enable the Company to offer payday loans in Ontario." A copy of the Form 6-K Report is available for free at: http://is.gd/KRaljH 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. * * * 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. CATASYS INC: Crede Buys $900,000 Common Shares ---------------------------------------------- Catasys, Inc., entered into Securities Purchase Agreements with several investors, including Crede CG III, Ltd., an affiliate of Terren S. Peizer, chairman and chief executive officer of the Company, relating to the sale and issuance of an aggregate of 1,724,141 shares of the Company's common stock, par value $0.0001 per share and warrants to purchase an aggregate of 1,724,141 shares of Common Stock, at an exercise price of $0.58 per share, for an aggregate gross proceed to the Company of approximately $1 million. Among other things, the Agreements provide that in the event that the Company effectuates a reverse stock split of its Common Stock within 24 months of the closing date of the Offering and the volume weighted average price of the Common Stock during the 20 trading days following the effective date of the Reverse Split declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that the Company issue additional shares of Common Stock. The number of Adjustment Shares will be calculated as the lesser of (a) 20 percent of the number of shares of Common Stock originally purchased by that Investor and still held by the Investor as of the last day of the VWAP Period, and (b) the number of shares originally purchased by that Investor and still held by that Investor as of the last day of the VWAP Period multiplied by the percentage decline in the VWAP during the VWAP Period. All prices and number of shares of Common Stock will be adjusted for the Reverse Split and any other stock splits or stock dividends. The Warrants are exercisable immediately and expire on the fifth anniversary of the date of issuance. The Warrants are exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of Common Stock purchased upon that exercise. The exercise price and the number of shares of Common Stock purchasable upon the exercise of each Warrant are subject to adjustment in the event of stock dividends, distributions, and splits. The exercise price of the Warrants will be adjusted downwards in the event that Common Stock or Common Stock Equivalents are issued by the Company at a price below the exercise price of the Warrants, with certain exceptions. In the event that Adjustment Shares are issued, the number of shares that may be purchased under the Warrants will be increased by an amount equal to the Adjustment Shares. In addition, the exercise price is subject to adjustment in the event that the VWAP during the VWAP Period is less than the exercise price prior to the VWAP Period. In the aggregate, Crede invested approximately $0.9 million in the Offering. After giving effect to the Offering, Mr. Peizer beneficially owns approximately 79.5 percent of the Common Stock of the Company, including shares underlying options and warrants (or approximately 67.3 percent on a fully diluted basis). About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys disclosed a net loss of $11.64 million on $541,000 of total revenues for the 12 months ended Dec. 31, 2012, as compared with a net loss of $8.12 million on $267,000 of total revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $2.08 million in total assets, $18.68 million in total liabilities and a $16.59 million total stockholders' deficit. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2012, which raise substantial doubt about the Company's ability to continue as a going concern. CBS I: Court Enters Final Decree Closing Reorganization Case ------------------------------------------------------------ The Hon. Mike Nakagawa of the U.S. Bankruptcy Court for the District of Nevada has entered a final decree closing the Chapter 11 case of CBS I, LLC. The Debtor, in its motion, stated that all pending contested matters and adversary proceeding have been concluded. As reported in the Troubled Company Reporter on Dec. 5, 2013, the Court entered on Nov. 21, 2013, an order confirming the Debtor's Fourth Amended Plan of Reorganization filed Nov. 6, 2013. A copy of the plan confirmation order is available at: http://bankrupt.com/misc/cbsi.doc302.pdf The Debtor filed with the Bankruptcy Court on Nov. 6, 2013, a fourth amended disclosure statement describing its Chapter 11 Plan of Reorganization, a copy of which is available at: http://bankrupt.com/misc/CBS_I_4ds.pdf The Fourth Amended Disclosure Statement defined an additional term, "grace period." It refers to the period of time from the payment due date that the Debtor may make a payment without triggering any applicable default or cure provisions. The Debtor has a grace period of five days, or through the 15th day of each month, to make monthly payments to its U.S. Bank Secured Loan. Under the Plan, holders of other general unsecured claims will receive payment of 100 percent of their claims to be paid in six months after entry of the confirmation order with simple interest at a rate of 3 percent. About CBS I, LLC CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-16833) on June 7, 2012. The Company is a limited liability company whose sole asset consists of 71,546 square feet of gross rentable building area on a site containing 206,474 net square feet or 4.74 acres, located at 10100 West Charleston Boulevard, in Las Vegas, Nevada. The Debtor is owned by Jeff Susa (25 percent), Breslin Family Trust (25 percent), M&J Corrigan Family Trust (25 percent) and S&L Corrigan Family Trust (25 percent). The Debtor scheduled assets of $19,356,448 and liabilities of $19,422,805. Judge Mike K. Nakagawa presides over the case. Jeff Susa signed the petition as manager. The bankruptcy filing came after U.S. Bank, trustee for holders of the $16.4 million mortgage, initiated foreclosure proceedings and filed a lawsuit May 24, 2012, in Clark County District Court asking that a receiver be appointed to take control of the Summerlin building in Howard Hughes Plaza at 10100 West Charleston Blvd., just west of Hualapai Way. Larson & Zirzow LLC has replaced Marquis Aurbach Coffing as the Debtor's general bankruptcy counsel after one of its lawyers involved in the case, Zachariah Larson, Esq. -- zlarson@lzlawnv.com -- moved to form his own law firm. Dimitri P. Dalacas, Esq., at Flangas McMillan Law Group, in Las Vegas, represents the Debtor as special counsel. CELL THERAPEUTICS: Appoints Karen Ignagni to Board of Directors --------------------------------------------------------------- Karen Ignagni has been appointed a director of Cell Therapeutics, Inc., effective Jan. 31, 2014. Ms. Ignagni will serve as a Class II Director for a term ending at the Company's 2014 annual meeting of shareholders. At the meeting, the Company will seek approval from its shareholders to reelect Ms. Ignagni to the Board. As of Feb. 3, 2014, Ms. Ignagni had not yet been appointed to a committee of the Board. Ms. Ignagni has no material interest in any transactions with the Company. Ms. Ignagni will be entitled to receive the same compensation for service as a director as is provided to other directors under the Company's Director Compensation Policy, effective as of June 27, 2012. Under the Policy, Ms. Ignagni will receive an annual base retainer of $40,000, which will be pro-rated for fiscal year 2014, and will be eligible to receive chair retainers (if applicable) and meeting fees as provided in the Policy. Effective upon Ms. Ignagni's appointment, she was granted an award of fully vested shares of the Company's common stock equal to $100,000 divided by the closing price of a share of the Company's common stock on the effective date of the grant of the award, resulting in 31,348 shares rounded to the nearest whole share. Ms. Ignagni currently serves as president and chief executive Officer of America's Health Insurance Plans (AHIP), which is the trade association representing U.S. health plans, serving members that provide healthcare, long-term care, dental and disability benefits to more than 200 million Americans. "We are delighted to welcome Karen Ignagni to the Board of CTI," said James A. Bianco, M.D., president and CEO of CTI. "Karen's leadership, deep insight and extensive health policy experience will be invaluable to CTI as we continue to evolve as a development and commercial biopharmaceutical company." Since joining the organization in 1993, Ms. Ignagni has won many accolades for her leadership. AHIP was formed in late 2003 as a result of a merger of the American Association of Health Plans (AAHP) and Health Insurance Association of America (HIAA). Previously, she directed the AFL-CIO's Department of Employee Benefits. In the 1980's, she was a professional staff member on the U.S. Senate Labor and Human Resources Committee, preceded by work at the U.S. Department of Health and Human Services. Ms. Ignagni has authored more than 90 articles on a wide range of health care policy issues, and appears regularly before congressional committees and on national newscasts. She has served on numerous boards and advisory groups, including presently the Board of the National Quality Forum, the National Advisory Committee for Altarum Institute's Center for Sustainable Health Spending and the Healthcare Financial Management Association's Leadership Council. "I am pleased to join CTI's board of directors at this important point when the company has exciting late-stage clinical development programs underway and a clear vision to improve the effectiveness and lessen the burden of patients' cancer treatment," said Ms. Ignagni. "I look forward to working with management and the board and contributing to the future direction of the company." About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. The Company's balance sheet at Sept. 30, 2013, showed $47.23 million in total assets, $33.39 million in total liabilities, $13.46 million in common stock purchase warrants, and $387,000 in total shareholders' equity. Going Concern The Company's independent registered public accounting firm included an explanatory paragraph in its reports on the Company's consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial doubt as to the Company's ability to continue as a going concern. Although the Company's independent registered public accounting firm removed this going concern explanatory paragraph in its report on the Company's Dec. 31, 2012, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. "The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in its quarterly report for the period ended Sept. 30, 2013. The Company added that it may not be able to maintain its listings on The NASDAQ Capital Market and the Mercato Telematico Azionario stock market in Italy, or the MTA, or trading on these exchanges may otherwise be halted or suspended, which may make it more difficult for investors to sell shares of the Company's common stock. Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications relating to intellectual property for pacritinib, PIXUVRI, tosedostat, and brostallicin. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio which uses polymers that are linked to drugs, known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights," the Company said in its Form 10-Q for the period ended Sept. 30, 2013. CENTURYLINK INC: Fitch Affirms 'BB+' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of CenturyLink, Inc. and its subsidiaries at 'BB+'. The issue ratings of CenturyLink's $7.8 billion of outstanding senior unsecured notes and the rating of its revolving credit facility have been affirmed at 'BB+'. The outstanding $10.1 billion aggregate amount of senior unsecured debt of Qwest Corporation (QC) and Embarq Corporation (Embarq) have been affirmed at 'BBB-'. The Rating Outlook is Stable. KEY RATING DRIVERS The following factors support CenturyLink's ratings: -- Fitch's ratings are based on the expectation that CenturyLink will demonstrate steady improvement in its revenue profile over the next couple of years; -- Consolidated free cash flows (FCFs) have strengthened with a reduction in the dividend, and liquidity is expected to remain relatively strong; The following factors are embedded in CenturyLink's ratings: -- CenturyLink's financial policy, which incorporates the maintenance of net leverage of up to 3.0x; -- The decline of CenturyLink's traditional voice revenues, primarily in the consumer sector, from wireless substitution and moderate levels of cable telephony substitution. Although such revenues are declining in the revenue mix and are being replaced by broadband and business services revenues, these latter sources have lower margins. Fitch estimates CenturyLink's consolidated revenues continued to show lower rates of decline in 2013 and expects the decline to further moderate to less than 1% in 2014. Revenues are slow in returning to stability due to lower rates of growth than previously expected in certain strategic areas, including high- speed data, advanced business services, as well as in managed hosting and cloud computing services offered by Century Technology Solutions. Fitch continues to expect revenue growth from these services to contribute to longer-term revenue stability. In February 2013, CenturyLink initiated a two-year, $2 billion common stock repurchase program, accompanied by a dividend reduction. The repurchase program is expected to be primarily funded from FCF. At the current pace of repurchases, Fitch expects the program to be completed by mid-2014. The 25% reduction in 2013 in the common dividend improves annual FCF by approximately $450 million, but on a net basis, cash returned to shareholders has increased. On a gross debt basis, CenturyLink's leverage for the last 12 months ending Sept. 30, 2013 was approximately 2.75x, consistent with the 2.7x to 2.8x range Fitch expects over the next several years. Fitch expects some modest debt reduction to stay within these metrics, as there will be some pressure on EBITDA given newer revenue sources have lower margins than legacy voice services. CenturyLink's total debt was $20.6 billion at Sept. 30, 2013. Financial flexibility is provided through a $2 billion revolving credit facility, which matures in April 2017. As of Sept. 30, 2013, approximately $1.8 billion was available on the facility. CenturyLink also has a $160 million uncommitted revolving letter of credit facility. In 2014, Fitch expects CenturyLink's FCF (defined as cash flow from operations less capital spending and dividends) to range from $1.1 billion to $1.3 billion, similar to Fitch's estimate for 2013. Expected FCF levels reflect capital spending within the company's guidance of approximately $3 billion for 2013, and Fitch expects spending in 2014 at the same level. Within the capital budget, areas of focus for investment primarily include continued spending on data center/hosting, broadband expansion and enhancement, as well as spending on IPTV, the company's facilities based video program. Fitch believes CenturyLink has the financial flexibility to manage upcoming maturities due to its FCF and credit facilities. In 2014 and 2015, maturities are approximately $0.7 billion and $0.5 billion, respectively. The principal financial covenants in the $2 billion revolving credit facility limit CenturyLink's debt to EBITDA for the past four quarters to no more than 4.0x and EBITDA to interest plus preferred dividends (with the terms as defined in the agreement) to no less than 1.5x. Qwest Corporation (QC) has a maintenance covenant of 2.85x and an incurrence covenant of 2.35x. The facility is guaranteed by Embarq, Qwest Communications International Inc., Qwest Services Corporation (QSC) and Savvis Inc. (d/b/a CenturyLink Technology Solutions) and its principal subsidiary. Going forward, Fitch expects CenturyLink and QC will be CenturyLink's only issuing entities. CenturyLink has a universal shelf registration available for the issuance of debt and equity securities. Rating Sensitivities Fitch does not expect a positive rating action over the next several years based on its assessment of the competitive risks faced by CenturyLink and expectations for leverage. A negative rating action could occur if: -- Consolidated leverage through, but not limited to, operational performance, acquisitions, or debt-funded stock repurchases, is expected to be 3.5x or higher; and -- For QC or Embarq, which are notched up from CTL, leverage trends toward 2.5x or higher (based on external debt). Fitch has taken the following rating actions. The Rating Outlook is Stable. CenturyLink -- Long-term IDR affirmed at 'BB+'; -- Senior unsecured $2 billion revolving credit facility affirmed at 'BB+'; -- Senior unsecured debt affirmed at 'BB+'. Embarq Corp. -- IDR affirmed at 'BB+'; -- Senior unsecured notes affirmed at 'BBB-'. Carolina Telephone & Telegraph (CT&T) -- IDR affirmed at 'BB+' and withdrawn as there is no longer outstanding long-term debt. Embarq Florida, Inc. (EFL) -- IDR affirmed at 'BB+'; -- First mortgage bonds affirmed at 'BBB-'. Qwest Communications International, Inc. (QCII) -- IDR affirmed at 'BB+'; -- Senior unsecured notes rating of 'BB+' withdrawn as there is no longer outstanding long-term debt. Qwest Corporation (QC) -- IDR affirmed at 'BB+'; -- Senior unsecured notes affirmed at 'BBB-'. Qwest Services Corporation (QSC) -- IDR affirmed at 'BB+'. Qwest Capital Funding (QCF) -- IDR affirmed at 'BB+'; -- Senior unsecured notes affirmed at 'BB+'. CEREPLAST INC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Cereplast, Inc. 2213 Killion Avenue Seymour, IN 47274 Case No.: 14-90200 Type of Business: The Company has developed and is commercializing proprietary bio-based resins through two complementary product families: Cereplast Compostables(R) resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables(TM) resins (including the Cereplast Hybrid Resins product line), which replaces up to 90 percent of the petroleum-based content of traditional plastics with materials from renewable resources. Chapter 11 Petition Date: February 10, 2014 Court: United States Bankruptcy Court Southern District of Indiana (New Albany) Judge: Hon. Basil H. Lorch III Debtor's Counsel: Tamara Marie Leetham, Esq. AUSTIN LEGAL GROUP 3990 Old Town Ave. #A112 San Diego, CA 92110 Tel: 619-924-9600 Fax: 619-881-0045 Email: tamara@austinlegalgroup.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Frederic Scheer, chief executive officer. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. CHARLESTON VEGAS: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Charleston Vegas No. 1 LLC, a Nevada LLC 7184 Estrella De Mar Carlsbad, CA 92009 Case No.: 14-00954 Chapter 11 Petition Date: February 10, 2014 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Christopher B. Latham Debtor's Counsel: Dennis McGoldrick, Esq. LAW OFFICE OF DENNIS MCGOLDRICK 350 S. Crenshaw Blvd., #A207B Torrance, CA 90503 Tel: (310) 328-1001 Email: dmcgoldricklaw@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bert Henick, managing member. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/casb14-954.pdf COLOSSUS MINERALS: Creditors' Meeting Scheduled for Feb. 25 ----------------------------------------------------------- Colossus Minerals Inc. on Feb. 10 disclosed that in connection with its previously announced restructuring proceedings under the Bankruptcy and Insolvency Act (Canada) the Company filed a proposal to its creditors on February 7, 2014. A meeting of creditors to consider the Proposal has been convened for February 25, 2014 at 2:00 p.m. (Toronto time) at the offices of the Company's legal counsel, Fasken Martineau DuMoulin LLP, 333 Bay St., Suite 2400, Toronto, Ontario. A copy of the Proposal (together with a notice of the meeting of creditors to consider the Proposal), the report of Duff & Phelps Canada Restructuring Inc. (the "Proposal Trustee") on the Proposal and certain related materials were mailed to known creditors of the Company by the Proposal Trustee, on February 7, 2014. These documents are available on the website of the Proposal Trustee at: http://is.gd/8zifYz Inquiries regarding the Proposal or the Creditors' Meeting and related matters should be directed to the Proposal Trustee (Noah Goldstein, 416-932-6207). Headquartered in Toronto, Canada, Colossus Minerals Inc. -- http://www.colossusminerals.com/-- is a development-stage mining company. Colossus is focused on its Serra Pelada project into production. The Serra Pelada Project is located in the mineral prolific Carajas region in Para, Brazil, is host to high grade gold and platinum group metals deposit. CONSTAR INTERNATIONAL: DIP Financing Wins Final Approval -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware in January authorized, on a final basis, Constar International Holdings, LLC, et al., to: -- continue to obtain postpetition loans, advances and other financial accommodations from Wells Fargo Capital Finance, LLC, in its capacity as agent; -- enter into, perform under, and comply in all respects with the senior secured term loan priority collateral priming superpriority debtor-in-possession note purchase agreement with Black Diamond Commercial Finance, L.L.C., as agent. The Court has entered previous interim orders on the Debtors' request to obtain DIP financing. The Official Committee of Unsecured Creditors had objected to the DIP Motion, stating that the financing provided by the Debtors' secured lenders forced the Debtors to pursue a sale of substantially all of the Debtors' assets on a hyper-aggressive time table. DAK Americas, LLC and DAK Resinas Americas Mexico S.A. de C.V., requested that the Court deny the DIP Motion unless any order granting the financing provides for equal and non-discriminatory treatment of all administrative expense claims, including Section 503(b)(9) claims. On Feb. 10, Plastipak Packaging, Inc., a global manufacturer of rigid plastic packaging, disclosed that its bid at the bankruptcy auction was determined to be the highest and best value for certain U.S. assets of Constar. About Constar International Privately held Constar International Holdings and nine affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. This is Constar International's third bankruptcy. Constar, which manufactures plastic containers, first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The 2013 petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Judge Christopher S. Sontchi oversees the 2013 case. Constar is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as the Debtors' claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. CONSTAR INT'L: Plastipak Wins Bankruptcy Auction of US Assets ------------------------------------------------------------- Plastipak Packaging, Inc., a global manufacturer of rigid plastic packaging, on Feb. 10 disclosed that its bid at bankruptcy 11 U.S.C. Sec. 363 auction was determined to be the highest and best value for certain U.S. assets of Constar International, the Philadelphia-based manufacturer of food and non-food packaging. "We are extremely pleased with this acquisition of certain assets and intellectual property," stated Plastipak's Chief Commercial Officer (CCO) Frank Pollock. "We extensively analyzed the sites, machinery, and intellectual property, and evaluated the organizational strengths of Constar's operations, and as a result we are confident that this transaction will enable us to better serve our existing and future customers." He added that Constar's talent and technology will allow Plastipak to bring to its valued customers a complete portfolio of solutions to meet their current requirements and tomorrow's challenges. The transaction is subject to customary closing conditions, including regulatory approval, and is expected to close in the first quarter. Upon closing, Constar sites will be operated under Plastipak ownership. "We continue to improve our organizational capabilities to earn the confidence and loyalty of our customers in all the categories we serve. This includes investments in packaging that address changing consumer demands and lifestyles. We're excited, and welcome the Constar associates to our organization. We appreciate their efforts and the contributions of Constar's leadership team during this important transition," said Plastipak CEO William C. Young. Objections Overruled Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware approved the asset purchase agreement between Constar International Holdings, LLC, et al., and Plastipak Packaging, Inc., after determining that Plastipak's $102,450,000 offer for the Debtors' U.S. assets bested the offers from Amcor Rigid Plastics USA, Inc., and Envases Universales De Mexico S.A.P.I. De C.V. during the Feb. 6 auction. All objections concerning the sale are resolved in accordance with the terms of the sale order. To the extent any objection was not withdrawn, waived, or settled, it is overruled and denied. Objections were raised by The J.M. Smucker Company, Pension Benefit Guaranty Corporation, Dallas County, Integrys Energy Services-Natural Gas, LLC, Plex Systems, Inc., Microsoft Corporation and Microsoft Licensing, GP, First Industrial Financing Partnership L.P., ColorMatrix Corporation, DAK Resinas Americas Mexico S.A. de C.V., DAK Americas, LLC, StarPet, Inc., and The Kroger Co. Most of the objections took issue on the proposed cure amounts to be paid in connection with the assumption of their contracts with the Debtors. With regards to Dallas County's objection, the Court directed the Debtors, the Official Committee of Unsecured Creditors, the Revolving Agent, the DIP Note Agent, other lenders and Dallas County to reach an agreement on the amount of reserves provided for in the sale order. If the parties fail to reach an agreement, the Court will determine the reserves at a hearing to be held on Feb. 27, 2014, at 1:00 p.m. Amcor will be paid a break-up fee and expense reimbursement at closing. Furthermore, from the proceeds of the sale of any of the Debtors' assets located in the state of Texas, the amount of $424,574 will be set aside as adequate protection for the secured claims of Dallas County prior to the distribution of any proceeds to any other creditor. About Constar International Privately held Constar International Holdings and nine affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. This is Constar International's third bankruptcy. Constar, which manufactures plastic containers, first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The 2013 petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Judge Christopher S. Sontchi oversees the 2013 case. Constar is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as the Debtors' claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. COPYTELE INC: Amends 57.4 Million Shares Resale Prospectus ---------------------------------------------------------- CopyTele, Inc., filed a post-effective amendment to its Form S-3 registration statement originally declared effective by the U.S. Securities and Exchange Commission on June 14, 2013. The prospectus relates to the resale of up to 57,400,130 shares of common stock, par value $0.01 per share, of CopyTele, held by certain selling stockholders, consisting of the following: * 500,000 shares of common stock issuable upon exercise of common stock purchase warrants issued to ZQX Advisors, LLC, in connection with a consulting agreement it entered into with ZQX in August 2009; * 9,380,000 shares of common stock issued or issuable upon exercise of common stock purchase warrants issued to 10 accredited investors in the Company's February 2011 private placement; * 8,252,895 shares of common stock issued upon conversion of $750,000 principal amount of 8 percent convertible debentures plus accrued interest thereon issued to five accredited investors in the Company's September 2012 private placement; * 19,267,235 shares of common stock issuable upon conversion of $1,765,000 principal amount of 8 percent convertible debentures plus accrued interest thereon and exercise of common stock purchase warrants issued to 20 accredited investors and the placement agent in the Company's January 2013 private placement; and * 20,000,000 shares of common stock in the aggregate issued or issuable to Aspire Capital Fund, LLC, pursuant to a common stock purchase agreement between the Company and Aspire Capital, dated April 23, 2013. The Company will not receive any proceeds from the resale of any of the shares of common stock being registered. However, the Company may receive proceeds from the exercise of the warrants exercised other than pursuant to any applicable cashless exercise provisions of the warrants. A copy of the amended prospectus is available for free at: http://is.gd/thJp7V About CopyTele Melville, N.Y.-based CopyTele, Inc.'s principal operations include the development, production and marketing of thin flat display technologies, including low-voltage phosphor color displays and low-power passive E-Paper(R) displays, and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over several communications media. CopyTele incurred a net loss of $10.08 million for the year ended Oct. 31, 2013, as compared with a net loss of $4.25 million during the prior year. The Company's balance sheet at Oct. 31, 2013, showed $5.43 million in total assets, $3.21 million in total liabilities, all current, $548,598 in convertible debentures due January 2015, $5 million in loan payable by CopyTele International Ltd. to related party, and a $3.32 million total shareholders' deficiency. DEERFIELD RETIREMENT: Court Approves Use of Cash Collateral ----------------------------------------------------------- Judge Anita L. Shodeen has approved a stipulation allowing Deerfield Retirement Community, Inc., the continued use of cash collateral of UMB Bank, N.A., as Indenture Trustee, and granting the Indenture Trustee adequate protection. As reported in the Troubled Company Reporter on Jan. 21, 2014, Judge Shodeen authorized Deerfield Retirement to use cash collateral on an interim basis. The terms of the cash collateral order have essentially been agreed to by the secured creditors, according to court documents. The objection filed by Daniel M. McDermott, the U.S. Trustee for Region 12, related to payment of fees and expenses of the professionals engaged by the Indenture Trustee has been resolved. As of the Petition Date, the Debtor has secured revenue bonds outstanding in the principal amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series 2007B Bonds) pursuant to an indenture between the Iowa Finance Authority and UMB Bank, N.A. as successor trustee. The Debtor also owes Lifespace Communities, Inc., $18.5 million, of which $2.76 million is secured. The Debtor believes that cash on hand on the Petition Date constitutes as "cash collateral". Without access to the cash collateral, the Debtor would not have sufficient available cash to continue the operation of the retirement facility during this Chapter 11 case. The cash collateral will be used to fund the Debtor's various operating expenses and professional fees as well as insurance, taxes, chapter 11 fees and other costs. As adequate protection, the Debtor will grant the indenture trustee replacement liens, an 11 U.S.C. Sec. 507(b) priority claim, and payment of reasonable fees and expenses of the trustee's professionals. 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. In its schedules, the Debtor listed $27.65 million in total assets and $69.01 million in debt 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. DELUXE ENTERTAINMENT: S&P Raises CCR to 'B' Over Refinancing Plans ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Burbank, Calif.-based entertainment services provider Deluxe Entertainment Services Group Inc. to 'B' from 'CCC'. The outlook is stable. At the same time, S&P assigned the company's proposed $570 million first-lien term loan an issue-level rating of 'B', with a recovery rating of '3', indicating S&P's expectation for meaningful (50%- 70%) recovery in the event of a payment default. The 'B' corporate credit rating on Deluxe Entertainment reflects S&P's view of the company's improved financial flexibility provided by the refinancing of its capital structure and improved operating performance. Specifically, the proposed refinancing significantly reduces the company's annual amortization payments to roughly $15 million from $50 million. S&P also anticipates that the company will be able to maintain an adequate margin of compliance with its revised total leverage covenant as a result of greater stability in the company's operations. S&P regards Deluxe Entertainment's business risk profile as "weak." The company has historically generated the majority of its revenue from film processing, an industry that has rapidly declined as movie theaters have replaced film projectors with digital projectors. In response to the shift, Deluxe Entertainment has shut down nearly all of its film processing business, which S&P expects will contribute less than 5% of revenue in 2014 and almost none in 2015. In place of its film processing business, Deluxe Entertainment has transformed itself into a service and distribution business of digital content. The company's core digital creative services include various post-production services such as color correction, visual effects, localization, and 2D to 3D conversion. The company also participates further downstream by creating digital master files of content and then distributing those master files to various platforms (theaters, Netflix, iTunes, cable TV). Within the post-production industry, the company benefits from long-standing relationships with studios and a reputation for safely handling highly sensitive content in an industry with serious concerns over piracy. S&P views Deluxe Entertainment's digital services as having healthier long-term fundamentals than its film processing business. However, S&P believes that the competitive field is highly fragmented and still evolving. The company is also dependent upon the film industry for revenue (currently about 75%), although it is attempting to expand its reach into commercial and TV to diversify its end markets. S&P views Deluxe Entertainment's management and governance as "fair." S&P views the company's financial risk profile as "highly leveraged," reflecting the company's high leverage and high capital expenditures. With the winding down of the film processing business, we expect EBITDA and the EBITDA margin to stabilize. DETROIT, MI: Emergency Manager to Push Back Filing Date ------------------------------------------------------- Matthew Dolan, writing for The Wall Street Journal, reported that Detroit's emergency manager said Monday that he expects to push back the date he will file city's debt-cutting plan in bankruptcy court. "The City had hoped to file its plan of adjustment and disclosure statement with U.S. Bankruptcy Court at the end of this week, but that time frame is likely to be moved back until next week to accommodate ongoing negotiations and mediation meetings," Emergency Manager Kevyn Orr said in a statement on Feb. 10, the report cited. "The City nonetheless remains prepared to file its plan on or before the March 1 deadline established by U.S. Bankruptcy Judge Steven Rhodes." According to the report, this week's negotiations could alter the balance of payments to 27 creditor classes identified in the plan. Of those, 16 stand to receive less than what they are owed by the city. Last month, Mr. Orr sent creditors a draft of the proposed debt- reorganization plan, the report related. While the creditors can object to, and will have a vote on, the so-called plan of adjustment on what the city owes to them, Judge Steven Rhodes will have the final say to approve or deny the plan, the report further related. To date, Detroit and its creditors haven't commented publicly on the draft plan that addresses the city's long-term obligations previously estimated at $18 billion. 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: Fee Examiner Says $13MM++ Billed in First 3 Months --------------------------------------------------------------- Robert M. Fishman, the duly appointed fee examiner for the City of Detroit, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, a report for the months of July, August, and September 2013, disclosing that during the period the bankruptcy professionals billed more than $13 million. Specifically, the following professionals employed by the Debtors sought compensation for services and reimbursement of expenses during the period: Firm Fees Expenses ----- ---------- -------- Conway, MacKenzie, Inc. $2,258,042 $1,218 Jones Day $6,589,572 $143,273 Foley & Lardner LLP $114,855 $0 Kurtzman Carson Consultants LLC $87,062 $123,176 Miller Buckfire & Co. LLC $1,225,806 $51,302 Miller, Canfield, Paddock & Stone, P.L.C. $575,840 $4,160 Milliman, Inc. $261,762 $18,311 Pepper Hamilton LLP $272,080 $6,847 The following professionals retained by the Official Committee of Retirees sought compensation for services and reimbursement of expenses during the period: Firm Fees Expenses ----- ---------- -------- Dentons US LLP $1,512,979 $54,102 Brooks Wilkins Sharkey & Turco PLLC $74,478 $305 Lazard Freres & Co. LLC $163,333 $0 Segal Consulting $209,204 $7,103 Sara Randazzo, writing for The Am Law Daily, reported that a spokesman for Detroit city manager Kevyn Orr, from the law firm Jones Day, has offered periodic breakdowns of the Detroit restructuring tabs. The most recent update, according to AmLaw, showed that Jones Day had been paid $17.3 million for its work on the case as of late January. Mr. Fishman said the fees billed in the bankruptcy's first few months were substantial, but maintained that they are absolutely necessary. A full-text copy of the Quarterly Report dated Feb. 4, 2014, is available at http://bankrupt.com/misc/DETROITfeereport0204.pdf 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. DEWEY & LEBOEUF: Trustee Sues Four Ex-Partners for $1.3-Mil. ------------------------------------------------------------ Alan M. Jacobs, Liquidating Trustee for the Dewey & LeBoeuf Liquidation Trust, filed separate lawsuits against former partners of the law firm, alleging that the partners received distributions and bonuses totaling more than $1.3 million at a time when the Debtor was insolvent. The Liquidating Trustee alleged that the partners received the following amounts: $79,000 to David R. Greene, $820,036 to Eric W. Cowan, $305,637 to Michael Steele, and $139,344 to Ronald W. Zdrojeski. The Trustee is represented by Allan B. Diamond, Esq., and Howard D. Ressler, Esq., at DIAMOND McCARTHY LLP, in New York; and Andrea L. Kim, Esq., and Christopher R. Murray, Esq., at DIAMOND McCARTHY LLP, in Houston, Texas. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DIGERATI TECHNOLOGIES: Several Parties Object to Confirmation ------------------------------------------------------------- Several parties-in-interest, including Hunter Carr, Rhodes Holdings, LLC, Robert Rhodes, American Equity Fund, LLC, WEM Equity Investments, Ltd., Robert L. Sonfield, P.C. d/b/a/ Sonfield & Sonfield, Recap Marketing & Consulting, LLC, Rainmaker Ventures II, Ltd., Robert Rhodes, John Howell, William McIlwain, The Lunaria Heritage Trust, and Scott Hepford, filed objections to the confirmation of the Chapter 11 plan of Digerati Technologies. Johnie Patterson, Esq., at Walker & Patterson, P.C., states that the Plan fails to comply with the Bankruptcy Settlement Agreement and attempts to modify and alter the terms and the spirit of the Bankruptcy Settlement Agreement (BSA) and the so-called Rule 11 Agreement. By intentionally failing to comply with the applicable provisions of the BSA, the Debtor has failed to comply with the lawful Court order. Lloyd E. Kelley, Esq., at The Kelley Law Firm, adds that the Plan has not been proposed in good faith because, among other reasons, the Debtor has intentionally failed to comply with the terms of the BSA. The Objectors also point out that: a. There is no provision included in the Plan to allow the Hurley's and Dishon's to finance their settlement payment to the Objector's independently from funding the Plan; b. Paragraph 13.11 of the Plan directly abrogates paragraph 57 of the Bankruptcy Settlement Agreement; c. All claims and all interests of Art Smith and Antonio Estrada were released in the Bankruptcy Settlement Agreement, however the Plan proposes to pay the released claims in full -- a blatant example of the Debtors self-dealing; d. The Court specifically reduced the compensation of Smith and Estrada early on in this case, however the Plan proposes to overrule the Court and pay each of the insiders all amounts previously disallowed by the Court; e. Based upon the Debtor's self dealing, continued employment of Smith and Estrada is not in the best interest of the estate, the creditors, the equity security holders and fails to satisfy public policy; f. The Plan attempts to restrict parties-in-interest ability to object to claims post-confirmation; g. The Plan on one hand appoints a trustee for a Grantor Trust and on the other, removes all legal obligations and duties of the trustee, granting him near immunity in his dealings with the beneficiaries of the trust; h. The Plan provides for an unreasonable post-confirmation budget, including over $1 million in expenses for a holding company that provides no services and produces no assets; i. The Claim Analysis attached to the Plan is inaccurate and misleading. About Digerati Technologies Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013. Digerati -- http://www.digerati-inc.com-- is a diversified holding company which owns operating subsidiaries in the oil field services and the cloud communications industry. Digerati and its subsidiaries maintain Texas Offices in San Antonio and Houston. The Debtor has no independent operations apart from its subsidiaries. The Debtor's subsidiaries include Shift 8 Networks, a cloud communication service, Hurley Enterprises, Inc., and Dishon Disposal, Inc., both oil field services companies. The Debtor disclosed $60 million in assets and $62.5 million in liabilities as of May 29, 2013. Bankruptcy Judge Jeff Bohm oversees the case. Deirdre Carey Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover Slovacek, LLP, in Houston, represent the Debtor as counsel. The Debtor tapped Gilbert A. Herrera and Herrera Partners as the investment banker. Earlier in the case, Rhode Holdings, LLC, sought the transfer of venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division. DIOCESE OF HELENA: Proposes Elsaesser Jarzabek as Counsel --------------------------------------------------------- The Roman Catholic Bishop of Helena, Montana, seeks authority from the U.S. Bankruptcy Court for the District of Montana to employ J. Ford Elsaesser, Esq. -- ford@ejame.com -- and Bruce A. Anderson, Esq. -- brucea@ejame.com -- and the law firm of Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., as bankruptcy attorneys. The firm will provide legal advice and assistance as needed by the Debtor in order to propose and confirm a Chapter 11 Plan of Reorganization. The Debtor proposes to pay the firm's professionals at these hourly rates: J. Ford Elsaesser, Esq. $375 Bruce A. Anderson, Esq. $350 Katie Elsaesser, Esq. $145 Lois LaPointe, Paralegal $65 Lisa McCumber, Support Staff $50 Deena Anderson, Support Staff $50 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Elsaesser 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 Debtor's interest. Mr. Elsaesser discloses that the Debtor has paid the firm $125,000 prepetition on Jan. 21, 2014. From that amount, $38,826 was paid to the firm for prepetition services rendered through Jan. 31, 2014. On Jan. 31, 2014, the $1,213 filing fee was paid. The remainder of $39,960 is held in trust. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) DIOCESE OF HELENA: Proposes Driscoll as Special Counsel ------------------------------------------------------- The Roman Catholic Bishop of Helena has filed an application seeking court approval to employ William Driscoll of the law firm Franz & Driscoll PLLP as its special counsel. Mr. Driscoll will provide legal advice and assistance as needed by the diocese on general business matters. He will be paid $110 per hour for his services, and will receive reimbursement for work- related expenses. Mr. Driscoll was selected by the diocese because of his "expertise" in diocese-related business matters. He has also represented the diocese on such matters for the past 30 years, according to the filing. Mr. Driscoll represents no interest adverse to the diocese or the estate in matters upon which he is to be engaged, according to the court filing. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) DVORKIN HOLDINGS: Has Settlement With Lender on $11MM Claim ----------------------------------------------------------- Gus A. Paloian, the Chapter 11 trustee Dvorkin Holdings LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois to approve a settlement agreement among the trustee, Plaza (Arlington Height) Office, L.L.C., 1920 S. Highland (Lombard), L.L.C, and lender Riversource Life Insurance Company. The trustee requested for a hearing on the matter on Feb. 20, 2014, at 10:00 a.m. The terms of the settlement include, among other things: 1. transfer of the deed of the properties in lieu of lender foreclosing on the properties -- 115-125 South Wilke Rd., Arlington Heights, Illinois, and 1920 S. Highland, Lombard, IL; 2. release of the Debtor from the lender's $11,037,499 proof of claim; and 3. preservation of the estate funds because the estate will not be subject to administrative expenses arising from (i) participating in foreclosure proceedings to seek to reduce the estate exposure on the Debtor's guaranties; and (ii) expensive claims estimation litigation relating to lender's guaranty claims. About Dvorkin Holdings Dvorkin Holdings, LLC, a holding company that has interests in 40 non-debtor entities, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012. The Debtor disclosed $69,894,843 in assets and $9,296,750 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Jack B. Schmetterer oversees the case. Michael J. Davis, Esq., at Archer Bay, P.A., in Lisle, Ill., serves as counsel to the Debtor. The petition was signed by Loran Eatman, vice president of DH-EK Management Corp. The Bankruptcy Court in October 2012 granted the request of Patrick S. Layng, the U.S. Trustee for the Northern District of Illinois, to appoint Gus Paloian as the Chapter 11 Trustee. Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel. Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as conflicts counsel. EAST TECH: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: East Tech Company 767 River Terminal Road Chattanooga, TN 37406 Case No.: 14-10532 Chapter 11 Petition Date: February 10, 2014 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Judge: Hon. Shelley D. Rucker Debtor's Counsel: David J. Fulton, Esq. SCARBOROUGH, FULTON & GLASS 701 Market Street, Suite 1000 Chattanooga, TN 37402 Tel: 423- 648-1880 Fax: (423) 648-1881 Email: djf@sfglegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roger W. Layne, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. ECOTALITY INC: Plan Exclusivity Period Extended Until March 1 ------------------------------------------------------------- At the behest of Ecotality, Inc., the U.S. Bankruptcy Court extended up to and including: -- March 1, 2014, the period within which the Debtor has the exclusive right to file a plan of reorganization; and -- April 30, 2014, the period within which the Debtor has the exclusive right to solicit acceptances for the Plan. The Court held that the rights of Blink Acquisition LLC and/or Blonk UYA LLC to seek to terminate the exclusivity periods pursuant to Bankruptcy Code Section 1121(d) are preserved; provided, however, the Debtors' rights to oppose any efforts by Blink to terminate the exclusivity periods also are preserved. About Ecotality Inc. Headquartered in San Francisco, California, Ecotality, Inc. (Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of electric transportation and storage technologies. Ecotality Inc. along with affiliates including lead debtor Electric Transportation Engineering Corp. sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16, 2013, with plans to sell the business at an auction. The cases are assigned to Chief Judge Randolph J. Haines. The Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds, Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles, California. The Debtors' local counsel is Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix, Arizona. FTI Consulting, Inc. serves as the Debtors' crisis manager and financial advisor. The Debtors' claims and noticing agent is Kurtzman Carson Consultants LLC. Electric Transportation estimated assets of $10 million to $50 million and debt of $100 million to $500 million. Unlike most companies in bankruptcy, Ecotality has no secured debt. It simply ran out of money. There's $5 million owing on convertible notes, plus liability on leases. Part of pre-bankruptcy financing took the form of a $100 million cost-sharing grant from the U.S. Energy Department. In view of the San Francisco-based company's financial problems, the government cut off the grant when $84.8 million had been drawn. On Sept. 24, 2013, the Office of the United States Trustee for Region 14 appointed a committee of unsecured creditors. In October 2013, the bankruptcy judge cleared Ecotality to sell most of the business to Car Charging Group Inc. for $3.3 million. Two other buyers purchased other assets for $1 million in total. ELBIT IMAGING: Noteholder Appeals Approval of Arrangement --------------------------------------------------------- A holder of Series B Notes, which filed a purported class action lawsuit against Elbit Imaging Ltd. with the Court on April 11, 2013, filed with the Israel Supreme Court an appeal arguing that the Court erred in approving the Arrangement. It is noted that that appellant holds approximately 0.1 percent of the total unsecured debt of the Company. The Company rejects that argument and intends to defend the case vigorously and is continuing with pursuing the consummation of the Arrangement and the completion thereof. The Tel-Aviv Jaffa District Court, in a ruling issued on Jan. 2, 2014, approved the adjusted plan of arrangement of Elbit Imaging Ltd.'s unsecured financial debt. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. The Company's balance sheet at Sept. 30, 2013, showed NIS4.83 billion in total assets, NIS4.96 billion in total liabilities and a NIS122.24 million shareholders' deficiency. Since February 2013, Elbit has intensively endeavoured to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELECTRO SONIC: Chapter 15 Case Summary -------------------------------------- Chapter 15 Petitioner: MNP Ltd Chapter 15 Debtors filing separate Chapter bankruptcy cases: Debtor Case No. ------ -------- Electro Sonic Inc. 14-10240 c/o MNP Ltd. 300-111 Richmond Street West Toronto, ON Electro Sonic of America LLC 14-10239 c/o MNP Ltd. 300-111 Richmond Street West Toronto, ON Type of Business: Electronic and Electrical Component Distributor Chapter 15 Petition Date: February 10, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Chapter 15 Petitioners' Counsel: Scott J. Leonhardt, Esq. THE ROSNER LAW GROUP LLC 824 Market Street, Suite 810 Wilmington, DE 19801 Tel: 302-777-1111 Email: leonhardt@teamrosner.com Electro Sonic Inc.'sEstimated Assets: $1 million to $10 million Electro Sonic Inc. Estimated Debts: $1 million to $10 million Electro Sonic of America's Estimated Assets: $1 million to $10 million Electro Sonic of America's Estimated Debts: $1 million to $10 million EMPIRE RESORTS: Amends $250 Million Shares Prospectus ----------------------------------------------------- Empire Resorts, Inc., filed with the U.S. Securities and Exchange Commission an amendment to its Form S-3 registration statement relating to the offer and sale from time to time, in one or more series, any one of the following securities of the company, for total gross proceeds of up to $250,000,000: * common stock; * preferred stock; * purchase contracts; * warrants to purchase the Company's securities; * subscription rights to purchase any of the foregoing securities; * depositary shares; * debt securities (which may be senior or subordinated, convertible or non-convertible, secured or unsecured); and * units comprised of the foregoing securities. The Company may offer and sell these securities separately or together, in one or more series or classes and in amounts, at prices and on terms described in one or more offerings. The Company may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. The Company's common stock is traded on the Nasdaq Global Market under the symbol "NYNY." If the Company decides to seek a listing of any preferred stock, purchase contracts, warrants, subscriptions rights, depositary shares, debt securities or units offered by this prospectus, the related prospectus supplement will disclose the exchange or market on which the securities will be listed, if any, or where the Company has made an application for listing, if any. The Company amended the Registration Statement to delay its effective date. A copy of the Form S-3/A is available for free at: http://is.gd/FYCfZG About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company incurred a net loss applicable to common shares of $19.12 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $60.72 million in total assets, $52.43 million in total liabilities and $8.29 million in total stockholders' equity. EWGS INTERMEDIARY: Has Nod to Use Cash Collateral Until Feb. 20 --------------------------------------------------------------- EWGS Intermediary, et al., obtained permission from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to use cash collateral until Feb. 20, 2014 in which the subordinated lenders -- PNC Bank, National Association, and EW Golf Holding Corp. -- assert an interest. The Debtors are authorized to provide adequate protection to the Subordinated Lender in the form of ongoing payment of its reasonable fees, costs, and expenses including without limitation reasonable legal and other professionals' fees and expenses in an amount not to exceed $50,000 a month, which will not be subject to the budget. The Debtors are also authorized and directed to remit $2 million to the Subordinated Lender for application to the secured subordinated note obligations. A final hearing on the Debtors' cash collateral use will be held on Feb. 20, 2014, at 3:00 p.m. prevailing Eastern Time. About EWGS Intermediary EWGS Intermediary and Edwin Watts Golf Shops, which operate as an integrated, multi-channel retailer, offering brand name golf equipment, apparel and accessories, filed for Chapter 11 protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No. 13-12876). They are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. The Debtors tapped Bayshore Partners LLC as their investment banker, FTI Consulting, LLC, as their financial advisors, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The Company indicates total assets greater than $100 million on its Chapter 11 petition. As reported in the Troubled Company Reporter on Nov. 26, 2013, Edwin Watts Golf Shops LLC, which sells golf equipment and clothing online and through 90 U.S. retail stores, won court approval of procedures for a bankruptcy sale process without having a lead bidder under contract. PNC Bank, National Association, the DIP Agent, is represented by Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington, Delaware. EWGS INTERMEDIARY: Wants More Time to Decide on Leases ------------------------------------------------------ EWGS Intermediary, et al., asked Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to extend the 120- day period during which the Debtors must assume or reject their unexpired leases of nonresidential property through and including March 31, 2014. On Dec. 5, 2013, the Court entered an order approving the sale of substantially all of the Debtors' assets to a joint venture between Hilco Merchant Resources, LLC, and GWNE, Inc. The sale order authorized the Debtors to, among other things, enter into an agency agreement whereby Hilco would conduct store closing sales at the Debtors' locations that weren't assumed and assigned to GWNE. Since the store closing sales required the utilization of the Debtors' leases, the end date for the proposed store closing sales under the agency agreement was set to coincide with the expiration of the Debtors' period to assume or reject leases of nonresidential real property at 120 days after the Petition Date, or March 4, 2014. A number of the leases that have been utilized by Hilco have been rejected or are subject to pending motions to reject. However, Hilco has indicated to the Debtors that it would like to continue the store closing sales at some of the other locations for a short period of time, which wouldn't extend beyond March 31, 2014. The Debtors said in their Jan. 30, 2014 court filing that they do not anticipate that they will require any of these affected leases beyond the March 31, 2014 date and thus expect that they will either reject the leases or the leases will be deemed rejected. However, the Debtors will continue to have administrative obligations to the counterparties to the leases based upon their occupancy of the leases for the month of March. If the period is extended for the additional 27 days with respect to the lease, the Debtors will be able to recoup some of the administrative obligations form Hilco under the agency agreement and the value of the estates will be enhanced. A hearing on the Debtors' motion to extend the lease decision period will be held on Feb. 20, 2014, at 3:00 p.m. About EWGS Intermediary EWGS Intermediary and Edwin Watts Golf Shops, which operate as an integrated, multi-channel retailer, offering brand name golf equipment, apparel and accessories, filed for Chapter 11 protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No. 13-12876). They are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. The Debtors tapped Bayshore Partners LLC as their investment banker, FTI Consulting, LLC, as their financial advisors, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The Company indicates total assets greater than $100 million on its Chapter 11 petition. As reported in the Troubled Company Reporter on Nov. 26, 2013, Edwin Watts Golf Shops LLC, which sells golf equipment and clothing online and through 90 U.S. retail stores, won court approval of procedures for a bankruptcy sale process without having a lead bidder under contract. PNC Bank, National Association, the DIP Agent, is represented by Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington, Delaware. EXIDE TECHNOLOGIES: Hires ERM Consulting as Consultant ------------------------------------------------------ Exide Technologies Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to employ ERM Consulting & Engineering, Inc. as environmental consultant, nunc pro tunc to Jan. 6, 2014. ERM Consulting will provide environmental consulting services as the Debtor deems appropriate and feasible in the course of the Chapter 11 Case. Among other things, the firm will: (a) provide technical support to the Debtor's chapter 11 counsel, Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden") to assist Skadden's rendering to Debtor legal advice concerning certain of its environmental liabilities in the Chapter 11 Case; (b) assess and evaluate potential environmental liabilities at certain sites to be identified by Skadden; and (c) prepare reports to be shared with third parties, assist in negotiations with governmental entities and other creditors and litigation services (including testimony) in the Chapter 11 Case, if needed. ERM Consulting will be paid at these hourly rates: Principal $250-$350 Manager/Senior Consultant/ Senior Science Advisor $170-$275 Senior Associate $145-$210 Associate $90-$150 Support Staff $75-$120 ERM Consulting will also be reimbursed for reasonable out-of- pocket expenses incurred. Carla Weinpahl, partner of ERM Consulting, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on Feb. 20, 2014, at 2:00 p.m. Objections, if any, are due Feb. 13, 2014, at 4:00 p.m. ERM Consulting can be reached at: Carla Weinpahl ERM CONSULTING & ENGINEERING, INC. 235 Park Avenue South, 4th Floor New York, NY 10003 Tel: (212) 447-1900 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 disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new 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. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. 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. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. FEDERAL-MOGUL: Suit Over Modification to Medical Benefits Tossed ---------------------------------------------------------------- Franklin D. Snyder is a beneficiary and participant in a retiree medical benefit plan administered by Federal-Mogul Corporation. In FRANKLIN D. SNYDER, Plaintiff, v. FEDERAL-MOGUL CORPORATION, Defendant, Case No. 5:12-cv-439-Oc-10PRL (M.D. Fla.), Snyder alleges that Federal-Mogul violated his rights under the Employee Retirement Security Act of 1974, 29 U.S.C. Sec. 1001, et seq. when Federal-Mogul unilaterally modified his medical benefits. The changes increased the annual deductible and the minimum co-pay for prescription drugs, and eliminated dental and vision coverage. Snyder seeks judicial review pursuant to 29 U.S.C. Sec. 1132(a)(1)(B) of Federal-Mogul's determination that he and his spouse are not exempt from these plan modifications. He requests a declaration of his rights under the health plan, and recovery of his expenses and attorney's fees and costs. The Parties agree that the medical plan(s) at issue are governed by ERISA, and they have filed cross-motions for summary judgment, with responses in opposition. The District Court also heard oral argument on Jan. 31, 2014. In a Feb. 6, 2014 Order available at http://is.gd/wXCnB5from Leagle.com, District Judge Wm. Terrell Hodges, Sr., concludes that Federal-Mogul's motion is due to be granted, and Snyder's motion is due to be denied. Snyder commenced employment with Champion Spark Plug, Inc. on Sept. 1, 1967, and was transferred to Champion Spark Plug Limited on Jan. 1, 1987. Champion Spark Plug Limited is a wholly owned subsidiary and division of Cooper Industries, Inc. Snyder worked as an executive for Cooper/Champion until June 30, 1990, when he and the Company mutually agreed to end his employment. At the time his employment terminated, Snyder was the Vice President and General Manager of Champion Spark Plug Canada. About Federal-Mogul Federal-Mogul Corporation is a supplier of powertrain, chassis and as safety technologies, serving the world's foremost original equipment manufacturers of automotive, light commercial, heavy- duty, agricultural, marine, rail, off-road and industrial vehicles, as well as the worldwide aftermarket. Federal-Mogul was founded in Detroit in 1899. The Company is headquartered in Southfield, Michigan, and employs nearly 41,000 people in 33 countries. The Company filed for Chapter 11 protection (Bankr. Del. Case No. 01-10582) on Oct. 1, 2001. Attorneys at Sidley Austin and Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in their restructuring effort. When the Debtors filed for protection from their creditors, they listed $10.15 billion in assets and $8.86 billion in liabilities. Attorneys at The Bayard Firm represented the Official Committee of Unsecured Creditors. The Debtors' Reorganization Plan was confirmed by the Bankruptcy Court on Nov. 8, 2007, and affirmed by the District Court on Nov. 14, 2007. Federal-Mogul emerged from Chapter 11 on Dec. 27, 2007. FIELDWOOD ENERGY: S&P Affirms 'B' CCR Over SandRidge Deal --------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Houston-based exploration and production company Fieldwood Energy LLC. At the same time, S&P affirmed its 'BB-' issue-level rating on Fieldwood's first-lien debt and 'B-' issue-level rating on the company's second-lien debt. The rating outlook is stable. "The affirmation follows the announcement that Fieldwood intends to acquire properties in the Gulf of Mexico and Gulf Coast from SandRidge Energy Inc. for $750 million in cash plus the assumption of $370 million of abandonment liabilities, financed with a combination of term loan debt and equity," said Standard & Poor's credit analyst Carin Dehne-Kiley. The acquisition will add about 25% to Fieldwood's proven reserve base and current production, and will improve the company's geographic diversification by adding small positions on the Gulf Coast (Texas/Louisiana) and in the deepwater Gulf. The company intends to finance the deal with an incremental $200 million under its existing first-lien term loan, an incremental $425 million under its second-lien term loan, and $150 million of equity contributed by its financial sponsor (Riverstone Holdings) and management. Following the transaction, S&P expects Fieldwood's credit measures and liquidity to remain appropriate for its current 'B' rating. Notably, Fieldwood's management team is very familiar with the assets it is buying, as several members of the team formerly ran Dynamic Offshore Resources -- the company that sold the same assets to SandRidge in 2012. The ratings on Fieldwood reflect S&P's view of the company's "weak" business risk, "highly leveraged" financial risk, and "adequate" liquidity. The stable outlook incorporates S&P's expectation that it is unlikely to raise or lower the corporate credit rating during the next 12 months. S&P expects that Fieldwood will be successful in stemming (within a reasonable time frame) the recent declines in reserves and production on the majority of its asset base and lower the assets' historical finding and development costs, and that the company's debt to EBITDA ratio will remain around 3.5x, with FFO to debt in the 20% to 30% range, for the next 12 to 18 months. A downgrade to 'B-' could occur if the company's debt leverage exceeded 5x, with FFO to debt below 12%, or if liquidity deteriorated meaningfully, which S&P sees as unlikely within the next year. However, this could occur if production fell short of S&P's expectations or if costs were significantly higher than its estimates. S&P could raise the rating if the company were able to meaningfully improve the historical reserve replacement associated with its assets, while maintaining FFO to debt above 45%. FIRST MARINER: Files for Bankruptcy in Buyout Deal -------------------------------------------------- First Mariner Bancorp, the holding company for Maryland community bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10 in order to sell its bank subsidiary, 1st Mariner Bank, to a new bank formed by investors. The company said in a statement that the sale will recapitalize the bank with approximately $100 million, enabling it to meet all state and federal capital standards, significantly improving the strength of its balance sheet, and advancing its business plan to become one of the region's leading financial institutions. The investors, led by Priam Capital, Patriot Financial Partners, GCP Capital Partners and TFO Financial Institutions Restructuring Fund LLC, as well as several prominent members of the Baltimore business community, formed an interim bank that has signed an agreement with the holding company to acquire 1st Mariner Bank for a cash payment to the holding company, subject to a competitive bidding process for higher and better offers. If the interim bank is the successful bidder, the agreement calls for it to acquire the bank from First Mariner Bancorp and then recapitalize the bank to a level which will satisfy all capital requirements imposed by the bank's federal and state regulators and will position the bank for future growth and prosperity. The 1st Mariner Bank name will be retained. To facilitate the transaction, the holding company I selling the bank in an 11 U.S.C. Sec. 363 sale in the bankruptcy. This filing affects only the bank holding company. The bank will not file bankruptcy, will operate separately from the holding company and will conduct business as usual throughout the reorganization process. Deposits continue to be insured to the fullest extent possible by the Federal Deposit Insurance Corporation (FDIC). There will be no impact on depositors, creditors or vendors of 1st Mariner Bank. Consistent with usual practice, the court will supervise a competitive bidding process for the sale of the bank. Any competing bidder will be required to recapitalize the bank at an equivalent level and demonstrate the ability to promptly receive required regulatory approvals. "The $100 million capital infusion will create a bank poised for growth," said Mark Keidel, interim-president of 1st Mariner Bank. "Upon approval by the court and regulatory authorities, the bank will become strong and secure. We will meet all federal and state regulatory requirements for capitalization." "There will be absolutely no interruption in services to customers, deposits will continue to be accepted, our branches and ATMs will continue to operate as usual and the bank will continue to deliver on its commitments to loan applicants and vendors throughout the reorganization," Mr. Keidel said. The bank maintains strong levels of liquidity, comprised of cash, cash equivalents and securities, totaling $286 million at Jan. 31, 2014, to meet its obligations. Mr. Keidel continued, "Our new partners have extensive banking experience in the Baltimore market. Many of the investors are local and recognize the growth opportunities for a community bank headquartered in Baltimore." The board of directors of the holding company, First Mariner Bancorp, has unanimously approved the transaction with the interim bank. In the meantime, the holding company intends to ask the court to expedite its approval of the proposed sale and recapitalization of the bank. "This is a tremendous opportunity to build 1st Mariner Bank and serve the entire Maryland market," said Jack E. Steil, who led the transaction for the investors and is slated to become chairman and chief executive officer of the bank. "We recognize that 1st Mariner Bank possesses a significant presence in this community, a presence that affords us the opportunity to build a powerful community focused bank." "Baltimore and the entire region present strong opportunities for growth," added Robert D. Kunisch Jr., a proposed investor slated to be named president and chief operating officer of 1st Mariner Bank. "One does not have to look too far to see great things happening in our city and throughout the state. We look forward to building a hometown bank in the place where we grew up." Mr. Steil was most recently president of Wilmington Trust Mid- Atlantic Region, and Mr. Kunisch was president of Wilmington Trust FSB, Maryland. Both spent the majority of their careers at Mercantile Bank focusing predominantly on the Maryland market. "This $100 million investment presents a tremendous opportunity to take 1st Mariner Bank to the next level," said Howard Feinglass, principal of Priam Capital, a New York-based investment firm and a proposed investor in the bank. "I look forward to supporting other local investors in the recapitalization of First Mariner. It has always been our goal to support Baltimore's largest local bank in serving local Business." Mr. Feinglass, who is a native of Baltimore, noted that a substantial portion of the overall investment is coming from business leaders who reside in Baltimore. "We see an enormous opportunity in 1st Mariner Bank to support Maryland's growing business community currently underserved by many of the larger out-of-state banks," said Boris Gutin, managing director of GCP Capital Partners, a New York-based private equity firm and a proposed investor in the bank. "The combination of new capital and a strong management team with deep roots in the Maryland market positions 1st Mariner Bank to substantially expand its lending and customer relationships." Mr. Gutin grew up in Baltimore and is a graduate of Johns Hopkins University. Michael R. Watson, a First Mariner Bancorp director and interim chairman, said reorganizing was the "best way to preserve the bank." He noted that the parties have had on-going discussions regarding the recapitalization plan with state and federal banking regulators, who need to approve the transaction. "We have worked for more than five years to raise capital, while seeking to protect the value of the enterprise," he said. "With time, it's become clear, however, that the sale transaction is the best option to preserve 1st Mariner Bank, to maintain its independence and to protect its employment base." The strategy of selling a subsidiary bank has increasingly been employed as a way for banks and their holding companies to restructure their financial affairs and raise capital. The strategy allows a bank holding company to reorganize and sell assets, in this case its banking subsidiary. Generally, a "stalking horse bidder" is identified before the holding company files for reorganization. The sale is completed once the holding company has filed for reorganization, conducted an auction and received court approval. Stephanie Gleason, writing for The Wall Street Journal, reported that the deal is structured so that the investors would purchase the shares of First Mariner Bancorp for $4.775 million and then recapitalize the bank. The offer will be tested at auction. About First Mariner Headquartered in Baltimore, Maryland, First Mariner Bancorp -- http://www.1stmarinerbancorp.com/-- is a bank holding company whose business is conducted primarily through its wholly owned operating subsidiary, First Mariner Bank, which is engaged in the general general commercial banking business. First Mariner was established in 1995 and has total assets in excess of $1.3 billion as of Dec. 31, 2010. FIRST MARINER: Case Summary & 6 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: First Mariner Bancorp dba 1st Mariner Bancorp 3301 Boston Street Baltimore, MD 21224 Case No.: 14-11952 Chapter 11 Petition Date: February 10, 2014 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. David E. Rice Debtor's KRAMER LEVIN NAFTALIS & FRANKEL LLP Bankruptcy Counsel: Debtor's Local: Lawrence Joseph Yumkas, Esq. Counsel YUMKAS, VIDMAR & SWEENEY, LLC 2530 Riva Road, Suite 400 Annapolis, MD 21401 Tel: (443) 569-0758 Fax: (410) 571-2798 Email: lyumkas@yvslaw.com Debtor's KILPATRICK TOWNSEND & STOCKTON LLP Regulatory & Corp. Counsel: Debtor's SANDLER O'NEILL + PARTNERS, L.P Investment Banker & Financial Adviser: Total Assets: $5.45 million Total Debts: $60.52 million The petition was signed by Mark A. Keidel, chief executive officer. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-11952.pdf FISKER AUTOMOTIVE: Bidder for Firm Hires Former Ford Executive -------------------------------------------------------------- Mike Ramsey, writing for The Wall Street Journal, reported that Hybrid Tech Holdings LLC, one of the bidders for control of failed luxury car maker Fisker Automotive Inc., has hired a former top Ford Motor Co. executive to orchestrate the restart of operations if it wins. According to the report, the Chinese company, formed by Hong Kong billionaire Richard Li, said it retained Martin Leach to bring Fisker out of mothballed status. Mr. Leach has worked at Ford, Mazda Motor Corp. and Maserati, and now owns automotive consulting firm Magma Group. Fisker once planned to build cars at a former General Motors Co. factory in Delaware using a $529 million loan from the U.S. government, but the company ran out of money and stopped operating, owing the government about $168 million, the report related. Hybrid Tech is locked in a bidding war with another Chinese firm, auto-parts maker Wanxiang Group, over the bankrupt luxury auto maker's assets, including the Delaware plant site, the report further related. Wanxiang also plans to restart Fisker's operations as soon as possible following a successful bid, said Pin Ni, president of the American arm of the company, the report said. Final bids for Fisker were due Feb. 7, and an auction for the company starts on Feb. 12. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker now has 21 employees. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On November 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. FISKER AUTOMOTIVE: Hybrid Loses Appeal Over Limit to Credit Bid --------------------------------------------------------------- Chief District Judge Gregory M. Sleet in Delaware tossed Hybrid Tech Holdings, LLC's "Emergency Motion for Leave to Appeal Decision Limiting Credit Bid" in Fisker Automotive Holdings, Inc.'s Chapter 11 case. Judge Sleet said the Bankruptcy Court's order is interlocutory and Hybrid has not demonstrated that any of the factors governing whether the court should grant leave for interlocutory appeal under 28 U.S.C. Sec. 158(a)(3) weigh in favor of granting leave. At a public auction on Oct. 11, 2013, Hybrid acquired the Department of Energy's $168 million interest in a secured loan previously extended by the Federal Financing Bank to Fisker Automotive. Hybrid won the auction with a bid of $25 million, and assumed the DOE's position as the Debtors' senior secured lender. Having acquired the loan from the DOE, Hybrid entered into an Asset Purchase Agreement with the Debtors under which Hybrid was to acquire the Debtors' assets through a $75 million credit bid of the DOE loan. The Debtors filed the bankruptcy cases to accomplish the sale of substantially all of their assets to Hybrid and then to administer the chapter 11 estates through the Debtors' proposed chapter 11 plan of liquidation. The Official Committee of Unsecured Creditors opposed Hybrid's right to credit bid and proposed an auction instead. The Committee proposed an auction with Wanxiang America Corporation, whose proposal was "extremely attractive both economically and in its significant non-economic terms." Wanxiang made it clear that if Hybrid was entitled to credit bid more than $25 million at the auction, Wanxiang would not participate in the auction. In effect, there would not be an auction. On Jan. 10, 2014, the Bankruptcy Court held a hearing to consider whether the Debtors' assets should be sold through an auction, whether Hybrid was entitled to credit bid its claim, and whether Hybrid's credit bid should be capped at at the $25 million with which Hybrid won the DOE auction. At the conclusion of the hearing, the Bankruptcy Court ruled from the bench that the Debtors' assets should be auctioned and that any credit bid by Hybrid should be capped at $25 million. On Jan. 14, 2014, Hybrid filed a Notice of Appeal, among other things. On Jan. 17, 2014, the Bankruptcy Court heard oral argument on Hybrid's motion. After the hearing, the Bankruptcy Court entered a written order again capping at $25 million Hybrid's ability to credit bid at any auction for the Debtors' assets. While acknowledging that "[i]t is beyond peradventure that a secured creditor is entitled to credit bid" under 11 U.S.C. Sec. 363(k), the Bankruptcy Court based its ruling on the fact that "[t]he law is equally clear, as Section 363(k) provides, that the Court may 'for cause order[] otherwise.'" The Bankruptcy Court concluded for a few reasons detailed in its order that there was cause to cap at $25 million Hybrid's ability to credit bid. First, the Bankruptcy Court cited the certainty that Wanxiang would otherwise withdraw its attractive proposal and refuse to participate in an auction. The Bankruptcy Court also expressed concern regarding the consequences for other would-be bidders of Hybrid's rush to purchase all of the Debtors' assets, explaining that "Hybrid, if unchecked of its purchase, might well have frozen out other suitors for Fisker's assets." The Bankruptcy Court also explained that "Hybrid's claim is partially secured, partially unsecured, and of uncertain status for the remainder . . . [and] [t]he law leaves no doubt that the holder of a lien the validity of which has not yet been determined, as here, may not bid its lien." In addition to differing in their assessments of the Bankruptcy Court's correctness in capping Hybrid's credit bid, Hybrid and the Committee also differ regarding whether the order of the Bankruptcy Court constitutes a final order appealable as of right pursuant to 28 U.S.C. Sec. 158(a)(1) and Bankruptcy Rule 8001(a). Hybrid argues that the Bankruptcy Court's decision regarding the credit bid is a final order and that even if its appeal is interlocutory, the factors to be considered weigh in favor of its appeal being heard. The Committee argues, on the other hand, that the decision is not final for the purposes of appeal and that Hybrid "has failed to establish any of the elements necessary to justify this early appeal of a non-final decision." The District Court appeal is HYBRID TECH HOLDINGS, LLC, Appellant, v. THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF FISKER AUTOMOTIVE HOLDINGS, INC. AND FISKER AUTOMOTIVE, INC., Appellee, C.A. Nos. 13-13087-KG, 14-CV-99 (GMS) (D. Del.). A copy of the Court's Feb. 7, 2014 Memorandum is available at http://is.gd/H6NTxAfrom Leagle.com. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker now has 21 employees. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On November 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. FURNITURE BRANDS: Bid to Terminate Insurance Policies Opposed ------------------------------------------------------------- Henredon Pacific Life policy holders objected to the motion filed by FBI Wind Down, Inc. formerly known as Furniture Brands International, Inc., for authorization to surrender, terminate or otherwise monetize certain insurance policies, and authorize life insurance companies to distribute policy proceeds. Policy holder Ann R. Robinson asked that the Court to investigate and change the motion so that the cash value will be paid to the employees. Ms. Robinson said that this is a policy that she has counted on as a death benefit for her family and to take care of her final expenses. Ms. Robinson added that she has contributed for years to the post retirement Henredon life insurance policies and it was her understanding that this a vested paid-up policy. Policy holder Richard Claus said his policy was purchased from Pacific Life Insurance Co. In his objection, he inquired if the Employee's Retirement Income Security Act (ERISA) may apply since employees have vested rights to these policies by paying for them over the years. Roy Walters, et al., in their objection, stated that the insurance policies were paid by payroll deductions and they do not understand how the Debtor could have the right to all the proceeds from the life insurance policies. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. GENERAL GROWTH: Buys Back Pershing's Remaining Stake ---------------------------------------------------- Tess Stynes, writing for The Wall Street Journal, reported that General Growth Properties Inc. said it repurchased Pershing Square Capital Management LP's remaining stake in the real-estate investment trust for about $556 million. According to the report, activist investor Bill Ackman, the head of Pershing Square, gave up his efforts last year to force General Growth to put itself up for sale. The firm agreed to sell its warrants in General Growth at a premium to the company's largest shareholder largest shareholder, Brookfield Asset Management, which had opposed a sale. General Growth said on Feb. 10 that it repurchased roughly 27.6 million shares for $20.12 each, a 3.4% discount to that day's closing price, the report related. It also bought back a big chunk of stock from Pershing Square in September. Mr. Ackman's Pershing Square made an investment of about $60 million to buy General Growth shares during the financial crisis as the company sank toward bankruptcy, an investment that saw its valuation balloon into the billions, the report further related. General Growth, which owns and manages retail properties in shopping malls across the U.S., has sold and spun off assets in an effort to improve its business since exiting bankruptcy in 2010, the report said. The company is also accelerating its redevelopment pipeline, which General Growth says will help generate growth in future years. About General Growth Based in Chicago, Illinois, General Growth Properties, Inc. -- http://www.ggp.com/-- is the second-largest U.S. mall owner. General Growth is a self-administered and self-managed real estate investment trust. General Growth Properties Inc. and its affiliates filed for Chapter 11 protection on April 16, 2009 (Bankr. S.D.N.Y., Case No. 09-11977). Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, serve as bankruptcy counsel. Kirkland & Ellis LLP is co-counsel. Kurtzman Carson Consultants LLC has been engaged as claims agent. The Company also hired AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC, as investment bankers. The Debtors disclosed $29,557,330,000 in assets and $27,293,734,000 in debts as of Dec. 31, 2008. General Growth Properties on Nov. 9, 2010, successfully completed the final steps of its financial restructuring and emerged from Chapter 11. GGP restructured roughly $15 billion of project-level debt Recapitalized with $6.8 billion in new equity capital Paid all creditor claims in full achieved substantial recovery for equity holders. As part of its plan of reorganization, GGP split itself into two separate and independent publicly traded corporations, and shareholders as of the record date of Nov. 1, 2010, received common stock in both companies. As reported by the Troubled Company Reporter on May 15, 2013, Standard & Poor's Ratings Services said it withdrew its unsolicited ratings on General Growth Properties Inc.'s (GGP) and GGP's affiliate, The Rouse Company L.P. (Rouse), including the 'BB' corporate credit ratings, the 'B' rating on GGP's $250 million 6.375% series A cumulative perpetual preferred stock, and the ratings on issues that have been redeemed. GENERAL MOTORS: Barra Eligible for $14.4-Mil. Pay Package in 2014 ----------------------------------------------------------------- Jeff Bennett, writing for The Wall Street Journal, reported that in a move to end misconceptions, General Motors Co. said new Chief Executive Mary Barra will be eligible for a $14.4 million pay package this year, a 60% increase over the compensation awarded to her predecessor Dan Akerson. According to the report, the Feb. 10 pay disclosure was in response to ongoing reports in both the mainstream media and on social websites accusing the Detroit auto maker of paying Ms. Barra less than Mr. Akerson. Ms. Barra took over as CEO on Jan. 15, the report said. Two days later, GM announced it would pay Ms. Barra a cash salary of $1.6 million and a short-incentive payout of $2.8 million for a total package of $4.4 million. The amount was less than half of the total compensation reported for Mr. Akerson igniting a flood of criticism. However, what wasn't reported was the $10 million Ms. Barra is slated to collect if she meets long-term objectives as dictated by the board of directors, the report related. The additional amount pushes her potential total take to $14.4 million for the year. "As a new CEO, Mary's total compensation is in line with her peer group and properly weighted so that most is at-risk," GM Chairman Tim Solso said in a statement, the report cited. "The company's performance will ultimately determine how much she is paid." 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. GIBSON BRANDS: S&P Lowers CCR to 'B-' on Weak Performance --------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Nashville, Tenn.-based Gibson Brands Inc. to 'B-' from 'B'. The outlook is stable. S&P also lowered its issue-level rating on Gibson's $225 million senior secured notes due 2018 to 'B-' from 'B'. The '4' recovery rating on this term loan is unchanged and indicates S&P's expectation for average (30% to 50%) recovery in the event of payment default. "The downgrade reflects Gibson's weaker-than-expected operating performance, which has resulted in credit metrics weaker than our prior expectations," said Standard & Poor's credit analyst Stephanie Harter. "Although Gibson has resolved its supply chain disruptions in its Epiphone line, TEAC and Onkyo have experienced declining sales in several product lines." Standard & Poor's estimates Gibson's adjusted leverage increased to about 8.5x as of Sept. 30, 2013 (adjusted for the acquisition of a controlling interest of TEAC Corp., which is fully consolidated in our credit metrics), from about 6x at the close of the notes transaction in July 2013. This ratio is well above S&P's prior expectations, as well as the indicative leverage ratio for a "highly leveraged" financial risk profile of greater than 5x. S&P views the company's business risk profile as "weak" because of its narrow business focus, some customer concentration, the discretionary nature of its products, and the highly competitive musical instruments and consumer electronics industry in which it operates. The stable outlook reflects S&P's view that Gibson will stabilize its operating performance, including some slight margin improvement due to new higher-margin products and expected lower operating costs in 2014, and maintain adequate liquidity. GREEN FIELD ENERGY: Womble Carlyle Okayed as Committee Co-Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al., to retain Womble Carlyle Sandridge & Rice, LLP as co-counsel. As reported in the Troubled Company Reporter on Dec. 30, 2013, Womble Carlyle will: (a) assist and advise the Committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of these cases; (b) represent the Committee at hearings to be held before this Court and communicate with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; (c) assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) review and analyze pleadings, orders, schedules, and other documents filed and to be filed with this Court by parties- in-interest in these cases; advise the Committee as to the necessity, propriety, and impact of the foregoing upon the Debtors' Chapter 11 cases; and consenting or objecting to pleadings or orders on behalf of the Committee, as appropriate; (e) assist the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary; (f) confer with the professionals retained by the Debtors and other parties-in-interest, as well as with such other professionals as may be selected adn employed by the Committee; (g) coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Committee or other parties-in- interest in these cases; (h) participate in such examinations of the Debtors adn other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; (i) negotiate and formulate a plan of reorganization for the Debtors or other resolution of these Chapter 11 cases; and (j) assist the Committee generally in performing other services as may be desirable or required for the discharge of the Committee's duties pursuant to Bankruptcy Code Section 1103. Womble Carlyle will be paid at these hourly rates: Steven K. Kortanek $655 Kevin J. Mangan $525 Morgan Seward $325 Members of the Firm $315-$675 Of Counsel $300-$500 Associates $200-$445 Senior Counsel $350-$375 Counsel $250-$430 Paralegals $100-$270 Womble Carlyle will also be reimbursed for reasonable out-of- pocket expenses incurred. Steven K. Kortanek, Esq., partner of Womble Carlyle, 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. About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Bankr. D. Del. Case No. 13-12783). The Debtors are represented by Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois; and Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors' investment banker is Carl Marks Advisory Group LLC. Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. In its schedules, Green Field disclosed $306,960,039 in total assets and $447,199,869 in total liabilities. The official committee of unsecured creditors appointed in the case has retained Robert J. Stark, Esq., Howard L. Siegel, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP as co-counsel; Steven K. Kortanek, Esq., Kevin J. Mangan, Esq., and Morgan Seward, Esq., at Womble Carlyle Sandridge & Rice, LLP as Delaware co-counsel; and Conway MacKenzie, Inc. as financial advisor. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. Steven A. Felsenthal, the court appointed examiner tapped to employ Stutzman, Bromberg, Esserman & Plifka as his counsel. GUIDED THERAPEUTICS: Omnyx's Cartwright Is New CEO -------------------------------------------------- Guided Therapeutics, Inc., announced the appointment of Gene Cartwright, 59, as chief executive officer of the Company, effective Jan. 6, 2014. He was named to the board of directors effective Jan. 30, 2014. Pursuant to an employment agreement dated Jan. 6, 2014, with the Company, Mr. Cartwright will receive a salary of $300,000 per year in addition to usual and customary Company benefits. The agreement provides for a one-year term with automatic renewals for successive one-year terms. Mr. Cartwright was also awarded 2,000,000 shares of restricted stock pursuant to the Company's Equity Plan. Five-Hundred Thousand shares will vest when the Company's Common Stock closes above $1.50 for 30 consecutive trading days and 500,000 shares will vest upon the one year anniversary of that date. Five-Hundred Thousand shares will vest when the Company's Common Stock closes above $2.50 for 30 consecutive trading days and 500,000 shares will vest upon the one year anniversary of that date. The vesting of shares is subject to continued employment on each vesting date. He also will be eligible to receive an annual cash incentive bonus of up to $150,000. The agreement provides for a one-year severance (base salary and health benefits) payable upon termination without cause or resignation for good reason, or the Company's failure to renew the employment term, as well as customary restrictive covenants in favor of the Company. Mr. Cartwright brings over 30 years of experience working in the IVD diagnostics industry. He joins the Company from Omnyx, LLC, a joint venture between GE Healthcare and the University of Pittsburgh Medical Center, where, as CEO for over four years he founded and managed the successful development of products for the field of Digital Pathology. Prior to his work with Omnyx, LLC, he was president of Molecular Diagnostics for GE Healthcare. Prior to GE, he was Divisional Vice President/General Manager for Abbott Diagnostics' Molecular Diagnostics business. In his 24 year career at Abbott, he also served as Divisional Vice President for U.S. Marketing for five years. Mr. Cartwright replaces Mark L. Faupel who was named chief scientific officer of the Company. On Oct. 15, 2013, Michael James, 55, was elected Chairman of the Board of Directors of the Company. He replaced Ron W. Allen, who is retiring from the board Jan. 31, 2014. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics disclosed a net loss of $4.35 million on $3.33 million of contract and grant revenue for the year ended Dec. 31, 2012, as compared with a net loss of $6.64 million on $3.59 million of contract and grant revenue in 2011. UHY LLP, in Sterling Heights, Michigan, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2013, showed $2.93 million in total assets, $2.40 million in total liabilities and $522,000 in total stockholders' equity. Bankruptcy Warning "Management may obtain additional funds through the private sale of preferred stock or debt securities, public and private sales of common stock, funding from collaborative arrangements, and grants, if available, and believes that such financing will be sufficient to support planned operations through the second quarter of 2014. If sufficient capital cannot be raised by the end of the second quarter of 2014, the Company has plans to curtail operations by reducing discretionary spending and staffing levels, and attempting to operate by only pursuing activities for which it has external financial support, such additional NCI, NHI or other grant funding. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection." HOUSTON REGIONAL: Astros Seek Stay of Bankruptcy Ruling ------------------------------------------------------- John Royal, writing for Houston Press, reported that the Houston Astros have appealed Bankruptcy Judge Marvin Isgur's ruling putting CSN Houston into Chapter 11 Bankruptcy. The Houston Press said the Astros are asking Judge Isgur to stay the enforcement of his order. David Barron, writing for The Houston Chronicle, reported that the Houston Rockets basketball club on Monday issued a statement saying they oppose the Astros' motion to stay pending an appeal. According to the Chronicle, the Rockets, in a statement filed Monday afternoon with the court, for the first time in court documents said they also are suffering financially because of the CSN Houston deadlock and that their problems at this point outweigh those of the Astros. The Rockets said they are already owed millions of dollars of media rights fees and are exclusively financing this case as additional media rights fees come due on a monthly basis and remain unpaid. The Rockets said they cannot wait an extended period of time for the network to be restructured an the indirect harms of which the Astros complain are inconsequential when compared to significant burdens being imposed on the Rockets by any further delays. The Chronicle said Comcast also opposes the stay. The Houston Chronicle said Judge Isgur was to hold a 2:30 p.m. hearing on Feb. 10 on the Astros' motion to stay. Houston Press said the parties were slated to return to Judge Isgur's courtroom again Tuesday, Feb. 11. As reported by The Troubled Company Reporter, Comcast Corp. and its units launched an involuntary Chapter 11 filing against the sports network. The Astros favors case dismissal. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. INLAND DIVERSIFIED: Kite Realty to Acquire Firm for $2.1B --------------------------------------------------------- Lou Whiteman, writing for The Deal, reported that Kite Realty Group Trust said on Feb. 10 it would acquire Inland Diversified Real Estate Trust Inc. in a $2.1 billion deal that would push the owner of shopping centers into new markets. According to the report, the of the deal call for Indianapolis- based Kite to pay $10.50 per share for Inland Diversified, a nontraded investment trust. The deal values Inland's equity at $1.2 billion, and includes assumed debt. Post-deal, current Kite owners are expected to own 40.6% to 41.4% of the combined company's diluted common equity. Oak Brook, Ill.-based Inland owns 57 retail properties that are 95.3% leased and located in markets, including Westchester, N.Y., Las Vegas and Salt Lake City, where Kite currently has no presence, the report said. Post-deal, the combined Kite Realty would have 131 properties, up from a current 74, totaling 20.3 million owned square feet in 26 states. Kite chairman and CEO John A. Kite in a statement called the deal "a transformational transaction" for his company, the report cited. "Inland Diversified has assembled a very well located, high quality portfolio," Kite said. "This transaction will further strengthen our balance sheet and enhance our cash flow, positioning us favorably for future growth and shareholder value creation." Inland Diversified, the report related, in recent months has been seeking to sell assets to provide shareholders with liquidity. The company in December said it would sell a portfolio of single- tenant properties to Realty Income Corp. for $503 million. Kite said that it also expects to dispose of three multifamily assets owned by Inland Diversified, as well as the target's securities portfolio, with sale proceeds earmarked for debt repayment. Bank of America Merrill Lynch and a Barclays plc team of Scott Levin, Jed Brody and Ernest Kwarteng provided financial advice to Kite, according to The Deal. Hogan Lovells US LLP acted as legal counsel with a team led by David Bonser, Esq. -- david.bonser@hoganlovells.com -- and Paul Manca, Esq. -- paul.manca@hoganlovells.com. Inland Diversified was advised by a Wells Fargo Securities LLC team of David Lazarus, David Schinasi, Randy Williamson and Mark Horgan, the report added. Alston & Bird LLP provided legal counsel with a team of David Brown, Esq. -- david.brown@alston.com -- Rosemarie Thurston, Esq. -- rosemarie.thurston@alston.com -- Justin Howard, Esq. -- justin.howard@alston.com -- Jennifer Weiss, Esq. -- jennifer.weiss@alston.com -- Jim Croker, Esq. -- jim.croker@alston.com -- Allison Ryan, Esq. -- allison.ryan@alston.com -- Meryl Diamond, Esq. -- meryl.diamond@alston.com -- Jason Goode, Esq. -- jason.goode@alston.com -- and Blake MacKay, Esq. -- blake.mackay@alston.com. INTELLIPHARMACEUTICS INT'L: Receives $3.1 Million From Licensee --------------------------------------------------------------- Intellipharmaceutics International Inc. received $3.1 million as its first payment relating to commercial sales of dexmethylphenidate hydrochloride extended-release capsules by its licensee Par Pharmaceutical, Inc. This represents the Company's share of profits for the 15 and 30 mg strengths of the drug product for the period commencing with the first commercial sales of those strengths on Nov. 19, 2013, and ending Dec. 31, 2013, under its License and Commercialization Agreement with Par. Future profit-share payments are expected on a quarterly basis, although the amounts of any such payments cannot now be determined and may vary significantly from time-to-time. As the first-filer for the drug product in the 15 mg strength, the Company currently has 180 days of exclusivity of generic sales for that strength from the Nov. 19, 2013, date of launch in the United States by Par. In addition, Intellipharmaceutics has the potential to receive its share of the profits on the 5, 10, 20 and 40 mg strengths which were also tentatively approved by the United States Food and Drug Administration, subject to the right of another party or parties to 180 days of generic exclusivity from the date of first launch of such strengths of the drug product by such parties. The Company currently believes Par intends to launch these strengths immediately upon the expiry of those exclusivity periods and upon the anticipated final approvals from the FDA at those times, but there can be no assurance as to if or when any such approvals or launches will occur. At the present time, publicly available records of the FDA show that only four entities, including the Company, have received approvals or tentative approvals to market one or more generic strengths of this drug product. Further, the Company believes that only three of those entities, including the Company, have commenced sales of one or more generic strengths of the drug product. Dr. Isa Odidi, CEO and co-founder of the Company, stated, "We believe that the number of competitors tentatively approved or in the market at this time is an indication that our drug delivery technologies and competence are robust and well- adapted to the formulation of difficult-to-replicate generic drug products." Intellipharmaceutics disclaims any intention and has no obligation or responsibility, except as required by law, to make, update or revise any statements regarding any future profit-share payments under its agreement with Par. About Intellipharmaceutics Toronto, Canada-based Intellipharmaceutics International Inc. is incorporated under the laws of Canada. Intellipharmaceutics is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Its patented Hypermatrix(TM) technology is a multidimensional controlled- release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology, Intellipharmaceutics has a pipeline of product candidates in various stages of development, including filings with the FDA in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain. The Company's balance sheet at Aug. 31, 2013, showed $4.11 million in total assets, $5.49 million in total liabilities and a $1.37 million shareholders' deficiency. Going Concern Uncertainty "In order for the Company to continue operations at existing levels, the Company expects that for at least the next twelve months the Company will require significant additional capital. While the Company expects to satisfy its operating cash requirements over the next twelve months from cash on hand, collection of anticipated revenues resulting from future commercialization activities, development agreements or marketing license agreements, through managing operating expense levels, funds from senior management through the convertible debenture described elsewhere herein, equity and/or debt financings, and/or new strategic partnership agreements funding some or all costs of development, there can be no assurance that the Company will be able to obtain any such capital on terms or in amounts sufficient to meet its needs or at all," the Company said in its quarterly report for the period ended May 31, 2013. JEVIC TRANSPORTATION: Judge Upholds Deal Violating Priority Rules ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a settlement that distributes money in violation of bankruptcy priorities is acceptable if the Chapter 11 case is then dismissed, U.S. District Judge Sue L. Robinson in Delaware wrote in a Jan. 24 opinion. According to the report, the case involved a trucking company that shut down before bankruptcy and completed liquidation during Chapter 11. The official unsecured creditors' committee negotiated a settlement with the lender and owner setting aside some money for distribution to unsecured creditors. The bankruptcy court approved the settlement, the report said. The money was distributed to unsecured creditors, and the case was dismissed. Worker who lost their jobs appealed. Judge Robinson denied the appeal, saying that the money going to creditors was "indisputably the collateral of the secured creditors," the report related. Because the distribution wasn't made in a Chapter 11 plan, the settlement wasn't required to follow absolute priority rules, Judge Robinson said. As authority for her holding, Judge Robinson pointed to a 2005 decision from the U.S. Court of Appeals in Philadelphia called Armstrong World Industries, the report further related. In that case, the appeals court upheld denial of confirmation because the plan violated the absolute priority rule. The case is Czyzewski v. Jevic Holding Corp., 13-cv-00104, U.S. District Court, District of Delaware (Wilmington). About Jevic Transportation Based in Delanco, New Jersey, Jevic Transportation Inc. -- http://www.jevic.com/-- provided trucking services. Two affiliates -- Jevic Holding Corp. and Creek Road Properties -- have no assets or operations. Jevic et al. sought Chapter 11 protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008. Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represent the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Before filing for bankruptcy, the Debtors initiated an orderly wind-down process. As a part of the wind-down process, the Debtors ceased substantially all of their business and terminated roughly 90% of their employees. The Debtors continue to manage the wind-down process in an attempt to deliver all freight in their system and to retrieve their assets. When the Debtors sought protection from their creditors, they estimated assets and debts between $50 million and $100 million. At Oct. 31, 2010, the Debtor had total assets of $424,567, total liabilities of $12.2 million, and a stockholders' deficit of $11.8 million. The Debtor ended the period with $362,104 in cash, which includes restricted cash of $66,977. KEEN EQUITIES: Investors Raising $1MM to Pay Taxes, etc. -------------------------------------------------------- Chris McKenna, writing for the Times Herald-Record, reports that the investor group that owns Keen Equities said they're cobbling together $1 million to pay taxes they owe, resume mortgage payments and pursue new development plans for the property. The report notes the owners of Keen Equities, which acquired the 851-acre former Lake Anne County Club, owe $6.5 million to the family that sold it to them and $300,000 in unpaid property taxes. Keen Equities filed for Chapter 11 bankruptcy case in November to halt foreclosure. According to the report, the 12 "equity holders" of Keen Equities say in court papers that they bought the sprawling property in Blooming Grove for $15 million in 2006 to build "multi-family housing to accommodate the growing needs of the Satmar Community in Kiryas Joel." The deal was financed with a $10 million mortgage from the Greene family, longtime owners of the defunct resort. According to the report, the Greenes filed for foreclosure in January 2011, after Keen Equities defaulted on payments. By the time the buyers petitioned for bankruptcy protection in November 2013, only $3.9 million of the original $10 million loan had yet to be paid, but interest and other charges ballooned the debt to $6.5 million, court papers indicate. The investor group said they intend to meet "with the Town and attempt to work constructively on a consensual development plan." Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-46782) on Nov. 12, 2013. The petition was signed by Y.C. Rubin as manager. The Debtor disclosed total assets of $15.1 million and total liabilities of $6.84 million. Judge Nancy Hershey Lord presides over the case. Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's counsel. KEYWELL LLC: Continental Casualty May Pay Defense Cost ------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois entered an order vacating the automatic stay in the Chapter 11 case of Keywell LLC to allow Continental Casualty Company to advance and pay the defense cost related to these lawsuits: * Cozzi O' Brien Recycling and Cozzi Partners, LLC vs Keywell LLC, and Michael Rosenberg, pending in the Circuit Court of Cook County, Illinois; * SOS Metals, Inc. vs Philip Rosenberg, Keywell LLC and Does 1 through 50, pending in the superior Court of the state of California for the County of Los Angeles. The request for stay relief was filed by Michael Rosenberg and Philip Rosenberg. The defense costs were under the management liability insurance policy issued by Continental to the Debtor in connection with several pending lawsuits against management and the Debtor. About Keywell L.L.C. Keywell L.L.C., a supplier of scrap titanium and stainless steel, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition as president and CEO. Keywell LLC first filed schedules disclosing $22,515,017 in total assets, and $35,025,633 in total liabilities. In amended schedules, Keywell disclosed $22,546,386 in total assets and $39,361,793 in total liabilities. Judge Eugene R. Wedoff presides over the case. Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens, Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P. Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman Ltd. serve as the Debtor's counsel. Alan B. Patzik, Esq., Steven M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank & Samotny Ltd. serve as the Debtor's special counsel. Eureka Capital Markets, LLC, serves as the Debtor's investment banker, while Conway MacKenzie, Inc., serves as its financial advisors. The Debtor's lenders are represented by Steven B. Towbin, Esq., and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The United States Trustee for Region 11 appointed an Official Committee of Unsecured Creditors. The panel has hired David A. Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald Hopkins LLC as counsel. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee. In December 2013, the Bankruptcy Court formally approved the sale of the Debtor's assets to KW Metals Acquisition LLC for $15.8 million. The original offer was from Cronimet Holdings Inc. for $12.5 million cash. KEYWELL LLC: Taps Rust Omni as Claims and Noticing Agent -------------------------------------------------------- Keywell L.L.C. asks for permission from the Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois to employ Rust Consulting Omni Bankruptcy as claims and noticing agent. The Debtor requires Rust Omni to: (a) serve as the Court's notice agent to mail certain notices to the Debtor's creditors and other parties-in-interest; (b) provide computerized claims, objection and balloting database services; (c) provide expertise, consultation, and assistance in claim and ballot processing, if appropriate; and (d) provide expertise and assistance with disseminating information about this Chapter 11 case to creditors and other parties-in-interest. Rust Omni will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Osborne, president of Rust Omni, 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 Northern District of Illinois will hold a hearing on the application today, Feb. 12, 2014, at 9:30 a.m. Rust Omni can be reached at: Brian Osborne RUST CONSULTING OMNI BANKRUPTCY 5955 De Soto Ave Ste 100 Woodland Hills, CA 91367-5100 Tel: (818) 906-8300 Fax: (818) 704-0415 E-mail: bosborne@omnimgt.com About Keywell L.L.C. Keywell L.L.C., a supplier of scrap titanium and stainless steel, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition as president and CEO. Keywell LLC first filed schedules disclosing $22,515,017 in total assets, and $35,025,633 in total liabilities. In its amended schedules, Keywell disclosed $22,546,386 in total assets and $39,361,793 in total liabilities. Judge Eugene R. Wedoff presides over the case. Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens, Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P. Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman Ltd. serve as the Debtor's counsel. Alan B. Patzik, Esq., Steven M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank & Samotny Ltd. serve as the Debtor's special counsel. Eureka Capital Markets, LLC, serves as the Debtor's investment banker, while Conway MacKenzie, Inc., serves as its financial advisors. The Debtor's lenders are represented by Steven B. Towbin, Esq., and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The United States Trustee for Region 11 appointed an Official Committee of Unsecured Creditors. The panel has hired David A. Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald Hopkins LLC as counsel. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee. In December 2013, the Bankruptcy Court formally approved the sale of the Debtor's assets to KW Metals Acquisition LLC for $15.8 million. The original offer was from Cronimet Holdings Inc. for $12.5 million cash. KRONOS WORLDWIDE: Fitch Rates New $275MM Secured Term Loan 'BB-' ---------------------------------------------------------------- Fitch Ratings rates Kronos Worldwide's proposed $275 million, six- year, senior secured term loan 'BB-'. The Rating Outlook is Negative. The facility is to benefit from upstream guarantees and is to be secured by equity interests, intercompany loans and a second lien in domestic accounts receivable and inventory. The facility is not expected to have maintenance financial covenants. Proceeds are to be used to repay the Contran term loan and for general corporate purposes. The Negative Rating Outlook reflects 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 preliminary 2013 adjusted EBITDA loss of $38 million. Key Ratings Drivers: Fitch's ratings reflect the company's solid market position (top five 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 are expected to be 1% higher than the third quarter of 2013 but 10% lower than the fourth quarter of 2012. Expectations: Fitch expects capital expenditures and dividends to aggregate $135 million per annum. Scheduled debt maturities through 2020 are expected to be largely comprised of the $2.75 million per annum due under the new term loan. Fitch expects maximum borrowings of $300 million. Fitch expects 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. This amount is expected to increase by at least $50 million after the closing of the term loan. 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. The new term loan is expected to amortizes quarterly at 0.25% or $2.75 million per year. 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 capital expenditures and 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 currently rates Kronos Worldwide, Inc. as follows: -- Issuer Default Rating (IDR) 'BB-'; -- ABL revolver 'BB+'; and -- Senior secured term loan 'BB-'. Fitch currently rates Kronos International, Inc.as follows: -- IDR 'BB-'; -- Senior secured revolving credit facility 'BB+'. The Rating Outlook is Negative. LABORATORY PARTNERS: Protections for Stalking Horse Bidder OK'd --------------------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the bid protections for Laboratory Corporation of America Holdings as the stalking horse bidder for the Debtors' "Talon Division." The Talon Division refers to the clinical laboratory and anatomic pathology services to (i) physicians, physician officers and medical groups (the "PO Division") in Indiana, Illinois, and (ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana (the "UH Division" and, together with the PO Division, the "Talon Division"). LabCorp will set the the floor at $10.5 million. As bid protections, the Debtors will pay to LabCorp (a) a break-up fee in the amount of $300,000 paid from the proceeds of the sale to the Successful Bidder, if the Successful Bidder is not LabCorp; (b) a minimum initial overbid increment of the Break-Up Fee plus an additional $100,000 over the Purchase Price; (c) a minimum subsequent bid increment of $50,000, which may be waived by LabCorp at any time in its sole discretion; (d) a requirement that LabCorp and its legal counsel promptly receive copies of any potential qualifying competing bids following the time the Debtors receive notice of the bids as required by the Bidding Procedures Order; and (e) a requirement that any potential bidder agrees, as part of its bid submission, to be a backup bidder according to the terms of the Bidding Procedures Order. Stephanie Gleason, writing for Daily Bankruptcy Review, reported that the U.S. Department of Health and Human Services is objecting to the sale of clinical laboratory operator MedLab, saying it violates regulations that protect patients' privacy. About Laboratory Partners Laboratory Partners Inc., a Cincinnati-based provider of lab and pathology services, filed a petition for Chapter 11 protection on Oct. 25 in Delaware. The case is In re Laboratory Partners Inc., 13-bk-12769, U.S. Bankruptcy Court, District of Delaware (Wilmington). Judge Peter J. Walsh presides over the case. Laboratory Partners is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert Dehney, Esq., and Erin R. Fay, Esq. -- rdehney@mnat.com and efay@mnat.com -- and Pillsbury Winthrop Shaw Pittman LLP's Leo T. Crowley, Esq. -- leo.crowley@pillsburylaw.com -- and Margot P. Erlich, Esq. and Jonathan J. Russo, Esq. BMC Group Inc. serves as claims and administrative agent. The Official Committee of Unsecured Creditors has retained Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group LLC, as financial advisors. LEIPZIG LIVING TRUST: Involuntary Chapter 11 Case Summary --------------------------------------------------------- Alleged Debtor: Leipzig Living Trust c/o Kirk Leipzig 1 Burton Hills Blvd., Suite 120 Nashville, TN 37215 Case Number: 14-00953 Involuntary Chapter 11 Petition Date: February 10, 2014 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Randal S. Mashburn Petitioner's Counsel: Scott D Johannessen, Esq. LAW OFFICES OF SCOTT D. JOHANNESSEN 3200 West End Avenue Suite 500 Nashville, TN 37203 Email: scott@sdjnet.com Alleged Debtor's petitioner: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Anarion Investments LLC Purchase option, In excess of 3200 West End Avenue, fees, and costs $50,000 Suite 500 Nashville, TN 37203 877-863-5400 LOCATION BASED TECHNOLOGIES: Dave Meyers Quits From Board --------------------------------------------------------- Dave Meyers has resigned from the Board of Directors of Location Based Technologies, Inc. Mr. Meyers served on the Company's Board since October 2011 and was a member of the Compensation and Governance and Nominating Committees and was chair of the Audit Committee. Mr. Meyers has taken a position as Del Monte Foods, Inc's chief financial officer, which will prohibit him from continuing to serve in his capacity as a Location Based Technologies Board Member. About Location Based Technologies Irvine, Calif.-based Location Based Technologies, Inc., designs, develops, and sells leading-edge personal locator devices and services. The Company incurred a net loss of $11.04 million for the year ended Aug. 31, 2013, as compared with a net loss of $7.96 million for the year ended Aug. 31, 2012. The Company's balance sheet at Nov. 30, 2013, showed $2.83 million in total assets, $10.27 million in total liabilities and a $7.43 million total stockholders' deficit. Comiskey & Company, the Company's independent registered public accounting firm, issued a "going concern" qualification on the consolidated financial statements for the year ended Aug. 31, 2013. The independent auditors noted that the Company has incurred recurring losses since inception and has accumulated deficit in excess of $45 million. There is no establised sales history for the Company's products, which are new to the marketplace, the auditors added. Bankruptcy Warning The Company said it remains obligated under a significant amount of notes payable, and Silicon Valley Bank has been granted security interests in the Company's assets. "If we are unable to pay these or other obligations, the creditors could take action to enforce their rights, including foreclosing on their security interests, and we could be forced into liquidation and dissolution. We are also delinquent on a number of our accounts payable. Our creditors may be able to force us into involuntary bankruptcy," the Company said in the 2013 Annual Report. LONG ISLAND COLLEGE HOSPITAL: Sale Process Suspended ---------------------------------------------------- Daniel Geiger, writing for Crain's New York Business reported on Sunday that talks late last week broke down to settle a lawsuit that has barred SUNY Downstate Medical Center from selling Long Island College Hospital. This has cast doubt on whether SUNY could sell LICH to one of four bidders seeking to redevelop it into medical facilities and affordable housing. According to Crain's, if a settlement can't be reached by today, Feb. 11, SUNY Downstate, the state-owned medical school and hospital operator, will have to defend itself in state Supreme Court in a case presided over by a former labor-union attorney, Judge Johnny Lee Baynes, who has blocked SUNY from selling the complex for the past year. According to the report, SUNY officials have identified four potential buyers for a final round of bidding on Feb. 3. Three of those bidders have proposed to turn the hospital into a mix of condos and medical offices, but none offered to preserve a full- service hospital, a demand that opponents of the closure have made a condition for settling their lawsuits. The report also notes SUNY officials said LICH, a small community hospital with about 1,400 employees, has accrued about $500 million in liabilities -- and has lost more than $100 million since July, when then-mayoral candidate Bill de Blasio got arrested for protesting the hospital's attempted closure. According to Crain's, a sale of LICH could reap $280 million, would only partially recoup SUNY's losses. The university system will likely be left with a deficit of more than $200 million that state officials say could require the university to hike tuition and could put SUNY's flagship medical facility, University Hospital of Brooklyn, in jeopardy. In an earlier report on Thursday, Crain's Mr. Geiger said SUNY officials alerted the field of prospective buyers on the evening of Feb. 5 that a planned final presentation they were to give to SUNY Downstate's board of trustees the following day (Feb. 6) would be delayed to a yet-to-be-determined time. According to that report, SUNY Downstate had requested that final and best offers for LICH be submitted by Feb. 3. The initial plan was to have respondents give presentations detailing their bids in front of SUNY Downstate's trustees Thursday, with a decision by the board as soon as Feb. 7. Thursday's Crain's report said five bidders were selected to participate in the last round: -- developer Don Peebles; -- a partnership between Brooklyn Hospital and the Related Cos.; -- a partnership between Fortis Property Group and NYU Langone Medical Center; -- Brisa Builders and Joe Chetrit; and -- a group called the Chinese Community Accountable Care Organization. Sunday's Crain's report also noted that Brooklyn Borough President Eric Adams suggested that New York State Comptroller Thomas DiNapoli's office, which audited SUNY Downstate in 2013, investigate SUNY's decision to buy LICH, as well as how a $135 million endowment was drained by Continuum Health Partners, former owner of LICH. LIME ENERGY: Raises $2MM From Sale of Conv. Preferred Stock ----------------------------------------------------------- Lime Energy Co. entered into a Preferred Stock and Warrant Purchase Agreement with Greener Capital Partners Fund II, L.P., in which Lime agreed to sell Greener Capital 200,000 shares of its Series B Convertible Preferred Stock and warrants to purchase 282,686 shares of the Lime's common stock at $2.83 per shares, for a total purchase price of $2 million. "Lime Energy is focused on one of the fastest growing segments of the clean energy industry, small business energy efficiency, and we are thrilled to have the support of Greener Capital," said Adam Procell, president & CEO of Lime Energy. "This investment further strengthens our balance sheet and brings to $6 million the re- capitalization of our business over the last month. These resources should help to expand our business to meet increasing demand from existing clients during 2014." Lime Energy is providing their award-winning, performance-based direct install energy efficiency model to some of the nation's largest utilities, including Duke Energy, AEP, National Grid, Northeast utilities and PSE&G. In the last nine years, the utility ratepayer-funded energy efficiency program market has grown tremendously. Utilities have struggled to engage their small business customers and get them to participate in these programs, but with over 25 years of experience with this market segment, Lime focuses solely on helping their utility clients to reach these small businesses. The Preferred Shares purchased by Greener Capital are entitled to an accruing dividend of 12.5 percent per annum of their original issue price, payable semi-annually in arrears. Those dividends will be paid in additional shares of Series B Preferred Stock at the original issue price or, at the sole discretion of the Company's board of directors, in cash. The Preferred Shares may be converted, at any time following the approval of that conversion by the Company's stockholders, at the election of the holder of those shares, into shares of the Company's common stock at a conversion price equal to $2.83 per share. The Purchase Agreement requires that the transaction close no later than Feb. 21, 2014. Greener Capital has informed the Company that it anticipates it will be prepared to close during the week of Feb. 7, 2014. Additional information is available for free at: http://is.gd/hPgqht About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy disclosed in regulatory filings in July 2013 it is in discussions with PNC Bank about entering into a forbearance agreement in which they would agree not to accelerate a loan for a period of time while the Company attempts to correct the gas flow issue and sell its landfill-gas facility. The bank is considering the Company's request. As of Sept. 30, 2013, the Company had $33.15 million in total assets, $26.70 million in total liabilities and $6.45 million in total stockholders' equity. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $12.58 million. The Company incurred a net loss of $31.81 million in 2012 as compared with a net loss of $18.93 million in 2011. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses and negative cash flow from operations that raise substantial doubt about its ability to continue as a going concern. MARTIFER SOLAR: Section 341(a) Meeting Scheduled for Feb. 27 ------------------------------------------------------------ The U.S. Trustee will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Martifer Solar USA, Inc., et al., on Feb. 27, 2014, at 1:00 p.m. The meeting will be held at 341s - Foley Bldg, Rm 1500. The deadline to file proofs of claim is March 28, 2014. Martifer Solar USA, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 14-10357) in Las Vegas on Jan. 21, 2014. The Los Angeles, California-based company estimated $10 million to $50 million in assets and liabilities. The Debtor has tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel, and Armory Consulting Co. as restructuring and financial advisor. MERITOR INC: Fitch Rates Proposed $225MM Unsecured Notes 'B-/RR5' ---------------------------------------------------------------- Fitch Ratings has assigned a rating of 'B-/RR5' to Meritor, Inc.'s (MTOR) proposed $225 million in senior unsecured notes due 2024. MTOR's Issuer Default Rating (IDR) is 'B' and the Rating Outlook is Stable. The proposed notes will be guaranteed on an unsecured basis by each of MTOR's current and future subsidiaries that also guarantee the company's secured credit facility. MTOR intends to use proceeds from the new notes to redeem its remaining secured term loan debt, as well as fund the redemption of a portion of its 10 5/8% senior unsecured notes. As of Dec. 29, 2013, $41 million in borrowings remained outstanding on the term loan and the principal balance of the 10 5/8% notes was $250 million. Key Rating Drivers MTOR's ratings reflect the company's relatively strong market position as a supplier of axles and brakes to the highly cyclical capital goods sector. Although credit protection metrics have weakened over the past two years as the global truck and industrial equipment markets have slumped, the work that MTOR has undertaken to improve its profitability has begun to show results. However, despite this improvement, MTOR's margins remain relatively low for the capital goods industry. Looking ahead, the company's M2016 strategy has laid the foundation for a number of initiatives that could improve MTOR's financial flexibility over the next two years by increasing sales, growing margins, and reducing balance sheet obligations. The rating of 'B-/RR5' on MTOR's senior unsecured notes reflects Fitch's expectation that recovery would be below average, in the 10% to 30% range, in a distressed scenario. This lower level of expected recovery is due, in part, to the substantial amount of higher-priority secured debt in MTOR's capital structure, including the potential for full draws on both its secured revolver and its U.S. accounts receivable securitization facility. Despite weak market conditions, MTOR continues to have solid financial flexibility. The company's liquidity position at Dec. 29, 2013 included $300 million in cash and cash equivalents, full availability of $429 million on its secured revolver (although availability stepped down to $415 million in January 2014 when one bank's commitments expired), and a full $100 million of availability on its receivables securitization facility. Cash obligations tied to debt maturities are minimal until FY2015, when $84 million in notes comes due. Free cash flow (FCF) in the 12 months ended Dec. 29, 2013 was ($60) million, but this included $54 million in voluntary pension contributions and $33 million in cash taxes tied to the sale of the company's 50% interest in its Suspensys Sistemas Automotivos Ltda. (Suspensys) joint venture. FCF in FY2014 is likely to be pressured by continued market weakness, but it is likely to be substantially improved from FY2013. Notably, following the voluntary pension contributions made in FY2013, MTOR is not expected to have any required contributions to its U.S. qualified and U.K. pension plans in FY2014. As of Dec. 29, 2013, the face value of MTOR's debt stood at $1.2 billion. Fitch-calculated EBITDA in the 12 months ended Dec. 29, 2013 was $227 million, leading to Fitch-calculated leverage (debt/Fitch-calculated EBITDA) of 5.2x. EBITDA interest coverage was 1.8x. Fitch expects MTOR's credit protection metrics to improve modestly in FY2014 on a slight EBITDA increase, as margins grow on roughly flat revenue. The de-levering objective in the M2016 plan suggests that the company will look for additional opportunities to reduce its debt over the next three years. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- A decline in leverage to below 4.0x for a sustained period; -- An ability to produce positive free cash flow on a consistent basis; -- An increase in margins as a result of restructuring actions. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- A material further deterioration in the global commercial truck or industrial equipment markets; -- An extended period of negative operating cash flow that substantially reduces the company's liquidity; -- An unexpected acquisition that leads to an increase in leverage; -- An increase in debt to fund shareholder-friendly activities. MERITOR INC: S&P Affirms 'B' CCR & Rates $225MM Sr. Notes 'B-' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' corporate credit rating on Troy, Mich.-based Meritor Inc. The outlook is stable. At the same time, S&P assigned its 'B-' issue- level rating to the company's proposed $225 million 10-year senior unsecured notes, with a recovery rating of '5', which indicates that lenders could expect modest (10%-30%) recovery in the event of a payment default. S&P's affirmation reflects its view that Meritor's free operating cash flow could return to positive territory for fiscal year ending September 2014, though it will likely remain nominal, following some deleveraging as a result of the proposed refinancing and gradually improving operating performance. The outlook is stable. The company continues to gradually improve its operating performance, and this transaction will slightly reduce debt leverage. S&P believes Meritor's free operating cash flow could turn positive in fiscal 2014, but it will likely remain nominal. S&P could lower its rating on Meritor in the next 12 months if the commercial-truck and industrial demand falters instead of remaining flat, or gradually recovering. For example, a downgrade could occur if Meritor uses more than $100 million in free operating cash flow or leverage exceeds 6x, and S&P don't expect near-term improvement. This could occur if gross margins fall below 10% in fiscal 2014. Although unlikely during the year ahead, largely because of expected industry trends, S&P could raise the rating if adjusted debt to EBITDA is 4x-5x on a sustained basis along with consistently positive free operating cash flow. This could occur if global commercial-vehicle demand began to pick up around the world. MF GLOBAL: CME Settles Lawsuit for $14.5 Million ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that CME Group Inc. and its Chicago Mercantile Exchange Inc. unit agreed to pay $14.5 million to settle lawsuits filed on behalf of customers of MF Global Holdings Ltd., the defunct futures broker once led by Jon Corzine. According to the report, the settlement "is a tremendous result for investors everywhere in terms of the monetary resolution and the fact that CME has been held accountable," Andrew Entwistle, a lawyer for MF Global customers, said in an interview. The customers alleged CME failed to properly supervise MF Global. In a prior accord, CME got an approved secured claim against MF Global of $29 million on collateral to secure indemnities, the report related. The new accord calls for CME to turn over half its recovery on the claim to MF Global customers whose money was lost when $1.6 billion of segregated funds couldn't be located at the outset of bankruptcy. Entwistle, of Entwistle & Cappucci LLP in New York, asked U.S. District Judge Victor Marrero to approve the settlement by March 14, a rapid turnaround that will allow brokerage trustee James Giddens to include the $14.5 million in a distribution that was approved on Dec. 20, the report further related. With the CME settlement, Giddens can use less of general estate funds to cover full payment to customers, as required in a separate settlement with regulators, the report added. CME said in a statement that it's pleased the agreement "helps customers finally recover the balance of their property." The suit in Judge Marrero's court is In re MF Global Holdings Ltd. Securities Litigation, 11-cv-7866, U.S. District Court, Southern District of New York. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MI PUEBLO: Has Interim OK to Use Cash Collateral Until Feb. 23 -------------------------------------------------------------- Mi Pueblo San Jose, Inc., has obtained interim authorization from the Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the Northern District of California to use cash collateral of Wells Fargo Bank, N.A., until Feb. 23, 2014. A copy of the budget is available for free at: http://bankrupt.com/misc/MIPUEBLOcashcollorder.pdf The Debtor will pay the Bank a further adequate protection payment in the amount equal to the sum of (i) the monthly payment of principal and interest at the non-default rate that will be due and owing by the Debtor to the Bank pursuant to the term note on that payment date; (ii) the monthly payment of interest at the non-default rate that will be due and owing by the Debtor to the Bank pursuant to the revolving reducing note on that payment date; and (iii) the monthly payment required to be paid by the Debtor to the Bank pursuant to the swap documents on that payment date. A further interim hearing on the Debtor's cash collateral use will be held on Feb. 21, 2014, at 3:15 p.m. About Mi Pueblo San Jose Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013. An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11 protection (Case No. 13-53894) on the same day. The cases are not jointly administered. In its amended schedules, Mi Pueblo disclosed $61,577,296 in assets and $68,735,285 in liabilities as of the Petition Date. Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's general reorganization counsel. The Law Offices of Wm. Thomas Lewis, sometimes doing business as Robertson & Lewis, is the Debtor's special counsel. Avant Advisory Partners, LLC serves as its financial advisors. Bustamante & Gagliasso, P.C. serves as its special counsel. The U.S. Trustee appointed seven members to the Official Committee of Unsecured Creditors. Protiviti Inc. serves as financial advisor. Stutman, Treister & Glatt P.C. serves as counsel to the Committee. MI PUEBLO: May Enter Into Lease Decision Stipulations ----------------------------------------------------- The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the Northern District of California has authorized Mi Pueblo San Jose, Inc., to enter into stipulations to extend the deadline for the Debtor to assume or reject certain unexpired leases of nonresidential real property for up to 120 days from the current deadline. As reported by the Troubled Company Reporter on Jan. 29, 2014, the current deadline for the assumption or rejection of unexpired leases is Feb. 17, 2014. At least 30 calendar days prior to the expiration of an agreed upon extension with a lessor, the Debtor will notify that Wells Fargo Bank, National Association, in writing of its intention to enter into further Stipulations and the time period for which the further stipulations will cover, and in the event the Bank notifies the Debtor seven calendar days after its receipt of the notice that Bank opposes further extensions, the Debtor will file a motion with the Court for further authority to enter into further stipulations. The Debtor said in a court filing dated Jan. 27, 2014, that the Bank's opposition "expresses one concern about the Debtor's motion. That is that somehow Mi Pueblo will be able to obtain open ended extensions from its landlords that amount to a 'blank check' for unlimited extensions. Mi Pueblo submits that it and the landlords, in the normal course of their business judgment, will negotiate reasonable extensions depending on the circumstances of each location, the progress in the Chapter 11 cases, and the desires of the parties. Notably, not a single landlord or other party in interest objected to the motion." The Debtor stated that due to the urgency and importance of this matter, the Debtor has made contact with all of its landlords requesting the 120 day extension. The Debtor already has obtained numerous consents to 120 day extensions through signed stipulations that will be filed with the Court upon resolution of the motion. "To require the Debtor to go back to all of the landlords, and especially those that have already agreed to a 120 day extension, to change the extension for a mere difference of 30 days is wasteful and unnecessary. In the Debtor's view, 120 days is a reasonable time for it to implement its exit strategy or at least be far enough along with that strategy to know whether further extensions are needed," the Debtor said. About Mi Pueblo San Jose Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013. An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11 protection (Case No. 13-53894) on the same day. The cases are not jointly administered. In its amended schedules, Mi Pueblo disclosed $61,577,296 in assets and $68,735,285 in liabilities as of the Petition Date. Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's general reorganization counsel. The Law Offices of Wm. Thomas Lewis, sometimes doing business as Robertson & Lewis, is the Debtor's special counsel. Avant Advisory Partners, LLC serves as its financial advisors. Bustamante & Gagliasso, P.C. serves as its special counsel. The U.S. Trustee appointed seven members to the Official Committee of Unsecured Creditors. Protiviti Inc. serves as financial advisor. Stutman, Treister & Glatt P.C. serves as counsel to the Committee. MISSION NEWENERGY: Had A$1.7 Million in Cash at Dec. 31 ------------------------------------------------------- Mission NewEnergy Limited filed with the U.S. Securities and Exchange Commission a quarterly report for the purpose of informing the market on how the Company's activities have been financed for the past quarter and the effect on its cash position. The Company disclosed that it has A$7.24 million available under its loan facilities. For the quarter ended Dec. 31, 2013, Mission NewEnergy had A$597,000 of receipts from customers. At the beginning of the quarter, Mission NewEnergy had A$5.92 million in cash. At Dec. 31, 2013, the Company's cash decreased by A$4.20 million. A copy of the Report is available for free at: http://is.gd/Mo0xZH About Mission NewEnergy Based in Subiaco, Western Australia, Mission NewEnergy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. Mission NewEnergy disclosed net profit of A$10.05 million on A$8.41 million of total revenue for the year ended June 30, 2013, as compared with a net loss of A$6.19 million on A$38.20 million of total revenue during the prior fiscal year. The Company's balance sheet at June 30, 2013, showed A$20.10 million in total assets, A$32.60 million in total liabilities and a A$12.50 million total deficiency. BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company incurred operating cash outflows of $3.7 million during the year ended 30 June 2013 and, as of that date the consolidated entity's total liability exceeded its total assets by $12.5 million. These conditions, along with other matters, raise substantial doubt the Company's ability to continue as a going concern. MONARCH COMMUNITY: Incurs $446,000 Net Loss in Fourth Quarter ------------------------------------------------------------- In a press release dated Jan. 30, 2014, Monarch Community Bancorp, Inc., reported a net loss available to common stock of $446,000 on $1.75 million of interest income for the quarter ended Dec. 31, 2013, as compared with net income available to common stock of $747,000 on $2.02 million of interest income for the same quarter a year ago. For the year ended Dec. 31, 2013, the Company incurred a net loss available to common stock of $2.55 million on $7.37 million of interest income as compared with a net loss available to common stock of $741,000 on $8.63 million of interest income during the prior year. The Company's balance sheet at Dec. 31, 2013, showed $171.05 million in total assets, $151.33 million in total liabilities, and $19.72 million in stockholders' equity. "The successful completion of the $16.5 million capital raise, the retirement of our TARP obligations at a significant (55%) discount, and the continued reduction in non-performing assets were highlights of the quarter," stated Richard J. DeVries, president and CEO of Monarch Community Bank and Monarch Community Bancorp, Inc. "With the new capital in place, our focus in 2014 will be the growth of our business and a return to profitability. The staff reductions in 2013, combined with the growing momentum in both our commercial and residential lending areas, will assist us in this endeavor." A copy of the press release is available for free at: http://is.gd/52Afux On Jan. 31, 2014, Monarch Community issued a correction to its fourth quarter 2013 earnings announcement released on Jan. 30, 2014. In the Monarch Community Bancorp, Inc., Condensed Statement of Income (Unaudited) for the years ending Dec. 31, 2013, and 2012 table included in the release, the Basic and Diluted Earnings Per Share for the year ended Dec. 31, 2012, is reported as $(0.37) per share. The $(0.37) per share does not reflect Monarch's one for five reverse stock split which was effective May 28, 2013. As was reported in the body of the release, the correct Basic and Diluted Earnings Per Share for the year ended Dec. 31, 2012 (after giving effect to the reverse split) should be reported as $(1.85) per share. About Monarch Community Coldwater, Michigan-based Monarch Community Bancorp, Inc., was incorporated in March 2002 under Maryland law to hold all of the common stock of Monarch Community Bank, formerly known as Branch County Federal Savings and Loan Association. The Bank converted to a stock savings institution effective Aug. 29, 2002. In connection with the conversion, the Company sold 2,314,375 shares of its common stock in a subscription offering. Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed substantial doubt about Monarch Community's ability to continue as a going concern. The independent auditors noted that the Corporation has suffered recurring losses from operations and as of Dec. 31, 2011, did not meet the minimum capital requirements as established by the regulators. The Corporation reported a net loss of $353,000 on $6.8 million of net interest income (before provision for loan losses) in 2011, compared with a net loss of $10.9 million on $7.5 million of net interest income (before provision for loan losses) in 2010. Total non-interest income was $4.0 million for 2011, compared with $3.7 million for 2010. MONTREAL MAINE: Trustee Sues World Fuel Over Train Derailment ------------------------------------------------------------- Robert J. Keach, in his capacity as Chapter 11 trustee for Montreal, Maine & Atlantic Railway, Ltd., sued World Fuel Services Corporation, World Fuel Services, Inc., and Western Petroleum Company, arising out of the derailment of a freight train transporting 72 tank cars loaded with crude oil in Lac-Megantic, Quebec, on July 6, 2013. MMAR and its Canadian subsidiary, Montreal Maine & Atlantic Canada Co. were the operators of the train at the time of the derailment. The train's cargo of crude oil was owned by WFSI. WFSI and its affiliates arranged for its transport by rail from New Town, North Dakota to an oil refinery in Saint John, New Brunswick. According to Mr. Keach, the Defendants representations that the crude oil inside the train was of low danger were false. On the contrary, tests conducted after the derailment have confirmed that the crude oil had a dangerously low flash point and was highly volatile. Had the Defendants properly classified, identified, and labelled the train's crude oil cargo, MMAR could and would have taken steps that would have avoided the derailment, Mr. Keach asserted. Mr. Keach said that at the time of the derailment, MMAR was a going-concern business, which had recently experienced substantial growth in both revenues and profits. The derailment precipitated the MMAR's Chapter 11 filing, Mr. Keach alleged. As a result of the derailment, MMAR's business was effectively destroyed and it was named a defendant in a number of civil actions brought by the representatives and administrators of the estates of deceased victims of the derailment in both the Circuit Court of Cook County, Illinois, and a class action petition brought by representatives and administrators of the estates of the deceased victims of the derailment in the Superior Court of the Province of Quebec (Canada), District of Megantic. Moreover, MMAR and MMA Canada have been named as respondents by the government of Quebec (Canada) of a lawsuit which seek to hold the two companies responsible for the costs and remediation of the environmental damage caused by the derailment. Through the complaint, Mr. Keach, without citing a specific amount, seeks to recover damages from the Defendants for the injuries it suffered as a result of the Defendants' misrepresentations. Mr. Keach also asked the U.S. Bankruptcy Court for the District of Maine to disallow Claim Nos. 28, 29, 30, 31, and 32 filed by the Defendants, arguing that MMAR is not liable for any amount, whether based on subrogation, indemnification, contribution, reimbursement, or otherwise. The claims "are without merit and we intend to vigorously defend against them," Miami-based World Fuel said in an e-mailed statement to Bloomberg News. The trustee also said in an e-mail to Bloomberg that he's "examining all potential causes of action." He said he hasn't made "any final determinations at this time." The Trustee is represented by Michael A. Fagone, Esq., and Paul McDonald, Esq., at BERNSTEIN SHUR, in Portland, Maine. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75 percent of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25 percent would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. MONTREAL MAINE: March 12 Hearing Set for Claimants' Plan Outline ---------------------------------------------------------------- A hearing to consider approval of the disclosure statement explaining the plan proposed by the estates of Marie Alliance, et al., is scheduled for March 12, 2014, at 10:00 AM. Objections to the disclosure statement are due by Feb. 28. As previously reported by The Troubled Company Reporter, a group of holders of wrongful death claims filed the plan, which provides for the insurer to settle, or else to turn over a portion of the policy proceeds to the MMA's bankruptcy estate. Insurance coverage of at least $25 million is available, and negotiations are continuing with the insurance company and other stakeholders. The plan includes a split of insurance proceeds whereby 75% would be distributed to claims for wrongful death and personal injury claims, which would be paid through the Chapter 11 case, and 25% would be distributed to property damage claimants through the Canadian insolvency proceeding of MMA's Canadian subsidiary. A key element of the plan is the appointment of former U.S. Senator George J. Mitchell as the Plan Fiduciary. Robert J. Keach, the Chapter 11 Trustee for the Debtors, said in an e-mail to Bloomberg News that the reorganization proposal is "not a serious plan," is "facially non-confirmable" and "will go nowhere." "Mr. Keach has unfortunately embarked on a war against the wrongful-death claimants," the report cited Daniel C. Cohn, of Murtha Cullina LLP in Boston, who represents the claimants. The proposal is "just a publicity stunt," Luc Despins of Paul Hastings LLP in New York, a lawyer for the official victims' committee, told Bloomberg in an interview. Despins said the lawyers who wrote the plan have agreements giving them 40 percent of client recoveries. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75 percent of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25 percent would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. MONTREAL MAINE: Needs $1.8-Mil. More to Continue to Operate ----------------------------------------------------------- Robert J. Keach, the Chapter 11 trustee in the Chapter 11 case of Montreal Maine & Atlantic Railway, Ltd., asks the U.S. Bankruptcy Court for the District of Maine to approve an increase in the availability under the line of credit entered into between the Debtor and Camden National Bank by up to $1.8 million, resulting in total availability of a maximum of $4.8 million. According to the Chapter 11 Trustee, the New Loan is essential to maximize the value of the distributions to creditors, including priority creditors, by ensuring that the Debtor is able to continue operating and to consummate the closing of the sale, which will maximize the value of the Debtor's assets and its estate for the benefit of those creditors. The Chapter 11 Trustee seeks interim authorization for the Debtor to obtain credit under the New Loan in the amount of $900,000, saying that without the credit provided by the New Loan, the Debtor could exhaust its cash reserves in the next couple of weeks or less. The commitment fee relating to the New Loan equals three points on the amount of new availability arising under the financing, or $54,000. One additional point, or an additional $18,000, will be added to the commitment fee in the event the New Loan is not paid in full by June 15, 2014. Interest on the New Loan will be 5.00% per annum, payable monthly and the default rate will be 18.00% per annum. The maturity date of the New Loan will be Aug. 30, 2014. Wheeling & Lake Erie Railway Company stated that it does not object to the relief requested in the second borrowing motion based on the representation of the Chapter 11 Trustee that the collateral securing the proposed additional postpetition financing to be provided to Camden is the same collateral that secures the original financing provided by Camden. Wheeling does object, however, to the second borrowing motion insofar as the relief requested in that motion was modified by the revised form of order filed on Feb. 7, which revised FOO stated that the Chapter 11 Trustee proposes to provide the Federal Railroad Association a lien, subject to Wheeling's interests, in and to the Debtors' interest in the Traveler's Proceeds and the 45G Proceeds. Wheeling, accordingly, asks the Court to deny the Second Borrowing Motion insofar as it seeks to grant to FRA a security interest in the Travelers' Proceeds or the 45G Proceeds, or any other unencumbered asset of the estate. The Chapter 11 Trustee is represented by Sam Anderson, Esq., and Michael A. Fagone, Esq., BERNSTEIN, SHUR, SAWYER & NELSON, P.A., in Portland, Maine. Wheeling is represented by George J. Marcus, Esq., David C. Johnson, Esq., and Andrew C. Helman, at MARCUS, CLEGG & MISTRETTA, P.A., in Portland, Maine. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75 percent of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25 percent would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. MORGANS HOTEL: Brian Taylor Stake at 6.4% as of Dec. 31 ------------------------------------------------------- Brian Taylor and Pine River Capital Management L.P. disclosed in a Schedule 13G filed with the U.S. Securities and Exchange Commission that as of Dec. 31, 2013, they beneficially owned 2,141,019 shares of common stock of Morgans Hotel Group Co. representing 6.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/VyE8qC About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company incurred a net loss attributable to common stockholders of $66.81 million in 2012, a net loss attributable to common stockholders of $95.34 million in 2011, and a net loss attributable to common stockholders of $89.96 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $572.83 million in total assets, $745.70 million in total liabilities, $6.31 million in redeemable noncontrolling interest and $179.18 million total deficit. MORRIS WELDING: Files for Chapter 7 in Florida ---------------------------------------------- Morris Welding Inc. filed for liquidation under Chapter 7 of the U.S. Bankruptcy Code on Jan. 28, 2014 in Belleview, Florida. The Debtor disclosed $0 in assets and $380,371 in liabilities. Major creditors are Community Bank & Trust of Florida and Ocala with $355,371 claims. The creditors' meeting is set for March 11, 2014. NATIONAL VISION: S&P Puts 'B+' CCR on Watch Neg. Over KKR Buyout ---------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its 'B+' corporate credit rating on National Vision Inc. on CreditWatch with negative implications. Concurrently, S&P placed its 'BB-' issue-level rating on the company's $325 million senior secured facility on CreditWatch with negative implications. S&P's '2' recovery rating on this issue remains unchanged. "The rating action reflects our belief that credit protection metrics will weaken considerably from current levels as a result of KKR & Co.'s planned leveraged buyout of the company," said credit analyst Mariola Borysiak. S&P aims to resolve the CreditWatch as soon as possible, subject to additional details of the proposed transaction. If no transaction occurs, S&P would expect to resolve the CreditWatch based on the current management team's business strategy and financial strategies. NORANDA ALUMINUM: To Sell Securities Worth $465.3 Million --------------------------------------------------------- Noranda Aluminum Holding Corporation, Noranda Aluminum Acquisition Corporation and certain other subsidiaries may offer and sell from time to time common stock, preferred stock, stock purchase contracts, warrants, debt securities and guarantees of debt securities for a proposed maximum aggregate offering price of $350 million. The common stock, preferred stock, stock purchase contracts, warrants, debt securities and guarantees may be offered separately or together, in multiple series, in amounts, at prices and on terms that will be set forth in one or more prospectus supplements to this prospectus. Certain subsidiaries may fully and unconditionally guarantee any debt securities that are issued. In addition, up to 33,325,673 shares of the Company's common stock may be offered and sold, from time to time, by Apollo and certain of the Company's current and former executive officers, employees and directors for a proposed aggregate offering price of $115.3 million. The Company will bear all costs, fees and expenses in connection with the selling of stockholders' securities. The selling stockholders will pay all commissions and discounts, if any, attributable to the sale or disposition of their shares of the Company's common stock. The Company will not receive any proceeds from the sale of its common stock by the selling stockholders. Noranda Aluminum Holding Corporation's common stock is traded on the New York Stock Exchange under the symbol "NOR." A copy of the Form S-1 prospectus is available for free at: http://is.gd/nHyHDV About Noranda Aluminum Noranda Aluminum Holding Corporation -- http://www.norandaaluminum.com/-- is a North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils. The Company has two businesses, an upstream and downstream business. The primary metals, or upstream business, produced approximately 261,000 metric tons of primary aluminum in 2008. The rolling mills, or downstream business, are one of the largest foil producers in North America and a major producer of light gauge sheet products. Noranda Aluminum Holding Corporation is a private company owned by affiliates of Apollo Management, L.P. * * * As reported by the TCR on Dec. 13, 2013, Moody's Investors Service placed Noranda Aluminum Acquisition Corporation's B2 corporate family rating under review for downgrade. The review for downgrade reflects Moody's view that Noranda's operating performance will remain challenged by the slow and uneven recovery affecting the aluminum markets and that a return to credit metrics that are more appropriate for a B2 rating within the medium term has become increasingly unlikely. In the Feb. 27, 2013, edition of the TCR, Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Franklin, Tenn.-based Noranda Aluminum Holding Corp. The ratings on Noranda reflect the company's "vulnerable" business risk profile and "aggressive" financial risk profile. NPS PHARMACEUTICALS: Columbia Wanger No Longer 5% Shareholder ------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Columbia Wanger Asset Management, LLC, disclosed that as of Dec. 31, 2013, it beneficially owned less than 5 percent of NPS Pharmaceuticals, Inc.'s outstanding common stock. Columbia Wanger previously held 6,099,600 common shares or 7 percent equity stake as of Feb. 28, 2013. A copy of the regulatory filing is available for free at http://is.gd/kXBl8S About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS has been in the red since 2009. It posted a net loss of $18.73 million in 2012, a net loss of $36.26 million in 2011, a net loss of $31.44 million in 2010, and a net loss of $17.86 million in 2009. The Company's balance sheet at Sept. 30, 2013, showed $277.01 million in total assets, $185.18 million in total liabilities and $91.83 million in total stockholders' equity. POSITRON CORP: Hikes Authorized Series H Pref. Shares to 15-Mil. ---------------------------------------------------------------- Positron Corporation, on Nov. 6, 2013, amended the Statement of Designation Establishing Series H Junior Convertible Preferred Stock of Positron Corporation to increase the number of authorized shares of Series H Preferred Stock from 10,000,000 shares to a maximum of 15,000,000 shares. There was no other amendment to the rights and preferences of the Series H Preferred Stock. About Positron Corporation Headquartered in Fishers, Indiana, Positron Corporation is a molecular imaging company focused on nuclear cardiology. Positron disclosed a net loss and comprehensive loss of $7.95 million in 2012, as compared with a net loss and comprehensive loss of $6.12 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $2.47 million in total assets, $11.50 million in total liabilities and a $9.02 million total stockholders' deficit. Sassetti LLC, in Oak Park, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a significant accumulated deficit which raises substantial doubt about the Company's ability to continue as a going concern. RDL LOGISTICS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: RDL Logistics, LLC 86280 Gene Lasserre Blvd. Yulee, FL 32097-3310 Case No.: 14-00606 Chapter 11 Petition Date: February 10, 2014 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Hon. Paul M. Glenn Debtor's Counsel: William B McDaniel, Esq. BANKRUPTCY LAW FIRM OF LANSING J ROY, PA 1710 Shadowood Lane, Suite 210 Jacksonville, FL 32207 Tel: 904-391-0030 Fax: 904-391-0031 Email: court@lansingroy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Livesay, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. RESIDENTIAL CAPITAL: Defeats UST Bid to Block CRO's Success Fee --------------------------------------------------------------- Bankruptcy Judge Martin Glenn authorized Residential Capital LLC to pay a $2.0 million success fee to their Chief Restructuring Officer, Lewis Kruger. The Debtors previously filed with the Court a "Motion Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code for an Order Approving Amendment to Engagement Letter with Debtors Chief Restructuring Officer, Lewis Kruger". The Amendment to the Engagement Letter explicitly provides for a success fee of $2.0 million, subject to a reasonableness determination under Bankruptcy Code section 330. The Amendment was approved by the Court at a hearing on Oct. 9, 2013, without objection from any party in interest, including the U.S. Trustee. The Unsecured Creditors' Committee supports the payment of the Success Fee. The Debtors appointed Kruger as CRO on February 7, 2013, to assist in their attempts to achieve a consensual chapter 11 plan and negotiate with major creditor constituencies. The issue of the Success Fee was not taken up immediately upon Mr. Kruger's retention approval. Instead, Mr. Kruger focused on the issues surrounding the chapter 11 cases. After the Debtors filed a Plan with the Court, Mr. Kruger and the Debtors renewed discussions regarding the Success Fee. The Board of Directors requested that Mercer (US) Inc. and FTI Consulting, Inc., each perform an analysis of success fees awarded to chief restructuring officers in comparable bankruptcy cases. Mercer and FTI examined the structure, prevalence, and appropriateness of success fees in those cases and presented their findings to the Board. Subsequently, the Board determined that a $2.0 million Success Fee was reasonable and appropriate. The Board's approval of the Success Fee nevertheless remained subject to the Court's approval of the fee under the section 330 reasonableness standard. Mercer reviewed over 30 bankruptcy cases since 2005 where the debtor retained restructuring professionals to act as CROs; in five of those cases, the retained professionals also acted as CEO. In 21 of those cases (approximately 66%), the professionals received both a time-based compensation rate (either an hourly or monthly rate) and a success fee. The median value of the success fee in the cases analyzed was $2 million, and the 75th percentile was $3 million. The proposed $2.0 million Success Fee falls at the median of the sample. Mercer's statistical analysis of success fees found that a higher prepetition asset base roughly correlates to a higher success fee. The Mercer professionals also considered that Kruger's perceived independence from AFI accelerated the progress of the chapter 11 cases and that "even a three month acceleration of the resolution of plan issues has saved substantial costs in professional fees alone -- the total professional fees for a recent quarter was just short of $100 million." Finally, Mercer considered whether the size of the engagement team and the duration of the engagement should impact the size of the success fee and concluded that the success fee should reflect the value of the contribution rather than the number of people assigned to the engagement; in any event, Mercer found that the empirical correlation between team size and success fee was weaker than the link between asset size and success fee. FTI examined 10 large bankruptcy cases in the Southern District of New York in which a CRO was retained. FTI considered that, by the time Mr. Kruger was retained, the sale of the majority of the Debtors' assets was substantially completed and that Mr. Kruger's primary duties involved negotiating settlements of the Debtors' significant liabilities. Consequently, FTI considered the correlation between the size of a success fee and the size of the Debtors' liabilities at the time of filing. The weighted average success fee paid to CROs in the sample of cases in the Southern District of New York is 0.02% of total liabilities at filing. Using that metric and applying it to Residential Capital's $15.276 billion of liabilities at the time of filing, FTI found that a success fee ranging from $2.5 million to $2.8 million was implied. FTI further evaluated Mr. Kruger's enagement with the Debtors, using the ResCap estate's Key Employee Incentive Program as a baseline for analyzing Mr. Kruger's success fee. The KEIP was established to incentivize the Debtors' management by matching compensation to increased creditor recoveries. Though Mr. Kruger was not compensated under the KEIP, FTI found that his role as an intermediary in negotiating between multiple parties-in-interest and having the estate's and creditors' interests in mind warranted using the KEIP as a baseline to analyze a success fee. AFI ultimately contributed $2.1 billion to the global settlement. Subtracting from that contribution the $750 million original proposed AFI contribution (included in a prepetition plan support agreement that was opposed by most creditor constituencies and was not approved by the Court), the estate's recovery was enhanced by $1.35 billion due to negotiations with AFI during the case. Considering Mr. Kruger's role helping to achieve the $1.35 billion enhanced recovery, and taking into account that Mr. Kruger cannot take all of the credit for that enhancement, FTI determined that a success fee of approximately $2.228 million was appropriate using the KEIP as a guideline. The U.S. Trustee objects to the timing of the Motion, arguing that the hearing on Mr. Kruger's Success Fee should be postponed to a later date because the Success Fee is subject to the same reasonableness standard under section 330 as the final fee applications of other estate professionals and would be better addressed concurrently with those applications (not yet scheduled), and the parties-in-interest have not been given enough time to fully examine the reasonableness of the requested Success Fee. Alternatively, the U.S. Trustee argues that the Debtors have not met their burden of establishing the reasonableness of the Success Fee under section 330 of the Bankruptcy Code because: (1) awarding the Success Fee would result in "an exceptionally high hourly rate" of over $2,300 per hour, and the Debtors did not address the reasonableness of the high hourly rate in the Motion; (2) Mr. Kruger's monthly fee statements do not support the Debtors' contention that he was serving in the capacity of CEO but rather suggest that he engaged in "work more commonly performed by a bankruptcy attorney and not a company executive or a crisis manager;" and (3) the cases cited by the Debtors to support the high Success Fee award are not analogous to Mr. Kruger's situation because the CRO in each of those cases involved awards to firms, not individuals. According to Judge Glenn, the Debtors' Board was fully informed and exercised appropriate business judgment in setting the amount of the Kruger Success Fee. Additionally, applying the reasonableness standard under section 330 of the Bankruptcy Code, the Court held that the Success Fee is reasonable under the circumstances. Therefore, the Objection of the U.S. Trustee is overruled and the Debtors' Motion is granted. A copy of the Court's Feb. 6, 2014 Memorandum Opinion and Order is available at http://is.gd/ApzUC7from Leagle.com. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. ROCKWELL MEDICAL: Camber Capital No Longer a Shareholder -------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Camber Capital Management LLC and Stephen DuBois disclosed that as of Dec. 31, 2013, they did not beneficially own common shares of Rockwell Medical, Inc. The reporting persons previously held 2,622,500 common shares as of May 14, 2013. A copy of the regulatory filing is available for free at http://is.gd/0YXyA7 About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. In its report on the consolidated financial statements for the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton Township, Michigan, expressed substantial doubt about Rockwell Medical's ability to continue as a going concern, citing the Company's recurring losses from operations, negative working capital, and insufficient liquidity. The Company reported a net loss of $54.0 million on $49.8 million of sales in 2012, compared with a net loss of $21.4 million on $49.0 million of sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $43.60 million in total assets, $37.50 million in total liabilities and $6.10 million in total shareholders' equity. ROSEVILLE SENIOR LIVING: Has OK for Exit Financing With MidCap -------------------------------------------------------------- Roseville Senior Living Properties LLC obtained permission from the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey to enter into an exit financing term sheet. The Debtor is also authorized to incur and pay certain fees, indemnities, costs and expenses in connection therewith, in accordance with the Term Sheet, in a capped amount not to exceed the deposit of $50,000. A copy of the Term Sheet is available for free at: http://bankrupt.com/misc/ROSEVILLESENIORexitfinancingorder.pdf Under the Term Sheet, the Debtor will borrow from MidCap Financial, LLC, $27 million limited to 75% of the as-is appraised value plus the "as complete" value of a 40-unit Memory Care expansion. Of the Loan Amount, $2 million will be held in escrow until commencement of the expansion plan. On Jan. 27, 2014, CapitalSource Finance LLC, the holder of first priority liens and security interests in the Debtor's primary assets, filed with the Court an objection to the Debtor's motion for an order authorizing the Debtor to enter into exit financing term sheet, saying that it is uncertain whether the proposed MidCap exit financing will actually be available to the Debtor and whether the final loan amount will be enough to allow the Debtor to reorganize. "The motion is devoid of any detail regarding the scope and extent of fees, indemnities, costs and expenses that Debtor would be required to incur and pay even if MidCap ultimately does not provide the financing other than to claim they are 'market' and reasonable. Rather, Debtor simply requests that this Court rely on Debtor's business judgment and issue a blank check -- a check that would be paid prior to any other claims and funded by the proceeds of CapitalSource's collateral -- to pursue potential exit financing which ultimately may not be available to Debtor and which may not be enough to allow Debtor to reorganize," CapitalSource said. CapitalSource is represented by: Brian W. Hofmeister, Esq. TEICH GROH 691 State Highway 33 Trenton, New Jersey 08619 Tel: (609)890-1500 Fax: (609)890-6961 E-mail: bhofmeister@teichgroh.com - and - Kenneth J. Ottaviano, Esq. William S. Dorsey, Esq. Karin H. Berg, Esq. KATTEN MUCHIN ROSENMAN LLP 525 W. Monroe Street Chicago, IL 60661 Tel: (312)902-5200 Fax: (312)902-1061 E-mail: kenneth.ottaviano@kattenlaw.com william.dorsey@kattenlaw.com karin.berg@kattenlaw.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. ROSEVILLE SENIOR: Has Exit Financing Term Sheet With Midland ------------------------------------------------------------ Roseville Senior Living Properties, LLC, seeks to enter into a exit financing term sheet of up to $27,000,000 from MidCap Financial, LLC. The Debtor also seeks to pay certain non-refundable fees and reimburse certain expenses under the Term Sheet. The principal of the exit loan will be Michael Edrei. The loan will be for a 36-month term with extension options. As security for the exit loan, the Debtor will afford the Lender a first lien mortgage and assignment of leases, rents and profits on its property known as the Terraces of Roseville, a 198-unit independent/assisted living/memory care facility located at 707 Sunrise Avenue, Roseville, CA. The Debtor intends to file a Plan of Reorganization and Disclosure Sttement once MidCap issues a commitment to lend. The Exit Financing provided for in the Term Sheet will form the basis for funding the Debtor's proposed Plan. The Debtor further sought to seal certain Confidential Information contained in the Term Sheet. The Confidential Information relates to certain risks which are necessary to properly incentivize underwriters to provide services and lenders to consider making a loan. 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, Esq., 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 which is available for free 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. SCOOTER STORE: May Use Cash Collateral Until Feb. 23 ---------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware approved on Jan. 30, 2014, a second amendment to the final order authorizing The Scooter Store Holdings, Inc., et al., to use cash collateral until Feb. 23, 2014. A copy of the amended budget is available for free at: http://bankrupt.com/misc/SCOOTERSTOREcashcollbudget.pdf As reported by the Troubled Company Reporter on Aug. 30, 2013, the Court entered a final order authorizing the Debtors to use cash collateral until the earliest to occur of: (i) the repayment in full of the Prepetition Second Lien Obligations and the Prepetition Third Lien Obligations; and (ii) the date the right to use cash collateral otherwise terminates as provided in the order. As adequate protection of the respective interests in the Prepetition Collateral of the Prepetition Second Lien Secured Parties and the Prepetition Third Lien Secured Parties, each of the Prepetition Second Lien Agent and the Prepetition Third Lien Agent was granted a separate allowed superpriority administrative expense claims in each of the Chapter 11 cases and, upon the conversion of the Chapter 11 cases to a case under Chapter 7 of the Bankruptcy Code. As further adequate protection of the Prepetition Second Lien Obligations and the Prepetition Third Lien Obligations, the Debtors were authorized and directed to provide adequate protection to the respective Prepetition Second Lien Secured Parties and the Prepetition Third Lien Secured Parties in the form of ongoing payment of those parties' reasonable fees, costs, and expenses including without limitation reasonable legal and other professionals' fees and expenses not to exceed $100,000 in the aggregate. The Court approved a first amendment to the final cash collateral order on Nov. 14, 2013, allowing continued cash collateral use until Nov. 24, 2013. The first amendment order stated that "nothing set for in this Order shall be deemed to reflect the Court's approval of the Debtors making any bonus, severance or incentive plan payments absent further order of the Court, upon notice and hearing. The Carve-Out will be funded to a third-party escrow account to be established by the Debtors. The Reorganization Milestones shall be eliminated and of no further force and effect. The balance referenced in paragraph 4(c)(ii) of the Final Order shall be amended from $2,000,000 to $1,500,000 or, upon (a) consent of the Committee, the Lenders and the Debtors and (b) ten days' notice to parties requesting notice pursuant to Bankruptcy Rule 2002, such other amount as is mutually acceptable to the Debtors, the Committee and the Lenders." In the second amendment of the cash collateral order, all provisions of the cash collateral order and cash collateral order amendment will remain in full force and effect. On Dec. 27, 2013, the Court approved a second stipulation entered into by Debtors, the Official Committee of Unsecured Creditors, Garrison Investment Group, one of the Debtors' secured lenders, and Wells Fargo, National Association, regarding letters of credit issued by Wells Fargo Bank, National Association. Under the Stipulation, Wells Fargo was granted an allowed secured claim without necessity of filing of any proof of claim, application, motion, or other pleading and without necessity of obtaining any subsequent court order (i) in the amount of $250,000 for the amount of the L/C Draw and (ii) in the amount of $52,500 for its reasonable and necessary fees, costs, charges interest and expenses through the effective date. Wells Fargo was also granted an allowed unsecured claim without necessity of filing any proof of claim, application, motion, or other pleading and without necessity of obtaining any subsequent court order to the extent Wells Fargo is owed any amounts as surviving obligations incurred or arising after the effective date. A copy of the Stipulation is available for free at: http://is.gd/28tJGP Wells Fargo is represented by: Ian Connor Bifferato, Esq. Matthew Denn, Esq. Thomas F. Driscoll III, Esq. BIFFERATO-ATTORNEYS AT LAW 800 N. King Street P.O. Box 2165 Wilmington, DE 19899-2165 - and - William L. Wallander, Esq. Bradley R. Foxman, Esq. VINSON & ELKINS LLP Trammell Crow Center 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201-2975 About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. SCOOTER STORE: Wants Plan Filing Period Extended to May 10 ---------------------------------------------------------- The Scooter Store Holdings, Inc., et al., asked the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to extend the Debtors' exclusive periods to file a Chapter 11 plan or plans and to solicit acceptances of that plan, through and including May 10, 2014, and July 8, 2014, respectively. The Debtors said in a court filing dated Feb. 4, 2014, that since the Petition Date, the Debtors have spent considerably all of their time winding down their affairs and liquidating their assets. In addition, significant time has been spent attending to the normal demands placed upon a Chapter 11 debtor, and working towards resolving complex issues with interested parties. The Debtors stated in their Feb. 4 court filing that "after their efforts to consummate a going-concern sale failed, the Debtors have consummated numerous sales, enabling the disposition of their remaining inventory, FF&E, and certain intangible assets. In addition, the Debtors entered into a stipulation with the DOJ -- which was approved by the Court -- that resolved all of the issues between the parties. The wind down and asset liquidation processes are nearing their completion, and the Debtors believe that it is in the best interests of all parties that the Exclusive Periods be extended until after such time as these processes are complete, so that the Debtors are able to make a fully informed decision about the best manner in which to wrap up these chapter 11 cases." About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. SEQUENOM INC: Inks Employment Pacts with COO, Pres. and CSO ----------------------------------------------------------- Sequenom, Inc., entered into employment agreements with William Welch, its president and chief operating officer, and Dirk van den Boom, its executive vice president, Research and Development and chief scientific officer. The Employment Agreements have an initial term of three years. Pursuant to the Employment Agreements, if the Company terminates the employment of an Executive for reasons other than "cause," or if an Executive terminates his employment for "good reason", the Executive will be entitled to receive the following compensation, conditioned upon Executive's execution of a full general release of all claims against the Company and subject to all terms and conditions of the Agreements: * 12 months of Executive's then-current base salary, payable in a lump sum within 60 days of termination; * payment of Executive's targeted level bonus in the year of the termination of employment, pro-rated to the date of that termination, payable in a lump sum within 60 days of termination; * COBRA health premiums until the earlier of (i) one year following the Executive's termination date or (ii) the first date that the Executive is covered under another employer's health benefit program; * acceleration of the vesting of Executive's outstanding stock options and other equity awards as if Executive had completed an additional 12 months of service with the Company as of the date of the termination of employment; and * Executive will be permitted to exercise any outstanding vested stock options granted under the Company's 2006 Equity Incentive Plan until the earlier of (i) the date twelve months following the termination of employment or (ii) the expiration of the term of the applicable option. The Employment Agreements do not apply to any termination of an Executive's employment in connection with a change in control of the Company, which continue to be governed by the Company's Amended and Restated Change in Control Severance Benefit Plan. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom disclosed a net loss of $117.02 million in 2012, a net loss of $74.13 million in 2011 and a net loss of $120.84 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $164.82 million in total assets, $195.85 million in total liabilities and a $31.02 million total stockholders' deficit. SIMPLY WHEELZ: Wants to Amend Final DIP Financing Order ------------------------------------------------------- Simply Wheelz LLC, doing business as Advantage Rent a Car, filed with the U.S. Bankruptcy Court for the Southern District of Mississippi a motion to supplement and amend the final order authorizing the Debtor to obtain postpetition secured financing. The Court entered the final DIP order on Dec. 3, 2013, pursuant to which the Court authorized the Debtor "to borrow under the DIP facility in an aggregate outstanding principal amount not to exceed the commitment, in each case subject to the terms and conditions of this Final Order and the other DIP loan documents." The Debtor has requested, and the DIP Lender has agreed, to an increase of the Commitment of the DIP Lender in an aggregate principal amount not to exceed $46 million, which may be increased without further motion or application to, or order of, the Court by up to an additional $20 million upon written agreement of the Debtor and the DIP lender in their respective sole discretion, and to correspondingly amend the definition of "Commitment" in the final DIP court order. The DIP Lender has waived the events of default resulting solely from the Debtor's failure to satisfy the weekly receipts test and monthly receipts test for the time period ending Nov. 30, 2013. The Debtor also requests that the DIP lender have the option, in its sole discretion, to fund any or all accrued liabilities in the Approved Budget upon the closing of the sale approved by the Court pursuant to the order (i) approving the purchase agreement; (ii) authorizing sale free and clear of all liens, claims and encumbrances, and other interests; and (iii) granting related relief by funding into a segregated account the aggregate amount of the accruals. The Debtor will use those funds solely to pay funded accrued liabilities. The Debtor requests that, notwithstanding anything to the contrary in the DIP terms sheet or final DIP order, the DIP facility will mature on Feb. 28, 2014. About Simply Wheelz LLC Simply Wheelz LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5, 2013. The case is assigned to Judge Edward Ellingon. The Debtor disclosed $413,502,259 in assets and $322,230,695 in liabilities as of the Chapter 11 filing. The Debtors are represented by Christopher R. Maddux, Esq., and Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens & Cannada, in Ridgeland, Mississippi. SOUND SHORE: Removal Period Extended Thru Plan Confirmation ----------------------------------------------------------- The U.S. Bankruptcy Court extended the time provided by Fed. R. Bankr. P. 9027 within which Sound Shore Medical Center of Westchester et al., may file notices of removal of related proceedings under Rules 9006 and 9027(a)(2) of the Federal Rules of Bankruptcy Procedure up to and including the date upon which a chapter 11 plan is confirmed in the Debtors' Chapter 11 cases. The Extended Removal Deadline applies to the Actions and all matters specified in Fed. R. Bankr. P. 9027(a)(2). The Court's Order is without prejudice to the Debtors' right to seek further extensions of the time within which to remove related proceedings. About Sound Shore Medical Center Sound Shore Medical Center of Westchester, Mount Vernon Hospital Inc., Howe Avenue Nursing Home and related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29, 2013, in White Plains, New York. The Debtors were the largest "safety net" providers for Southern Westchester County in New York. Affiliated with New York Medical College, Sound Shore is a not-for-profit 242-bed, community based- teaching hospital located in New Rochelle, New York. Mountain Vernon Hospital is a voluntary, not-for-profit 176-bed hospital located in Mount Vernon, New York. Howe Avenue Nursing Home is a 150-bed, comprehensive facility. The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C. as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors; and GCG Inc., as claims agent. Alston & Bird LLP represents the Official Committee of Unsecured Creditors. Deloitte Financial Advisory Services LLP serves as the Committee's as financial advisor. Sound Shore disclosed assets of $159.6 million and liabilities totaling $200 million. Liabilities include a $16.2 million revolving credit and a $5.8 million term loan with Midcap Financial LLC. There is $9 million in mortgages with Sun Life Assurance Co. of Canada (US) and $11.5 million owing to the New York State Dormitory Authority. Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the patient care ombudsman for Sound Shore. The Debtors filed for bankruptcy to sell their assets, including their hospital and nursing home operations, to the Montefiore health system. On Aug. 8, 2013, the Bankruptcy Court entered an order, as affirmed and ratified by a Supplemental Sale Order entered on Oct. 15, 2013, approving the sale to Montefiore New Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc., Montefiore Mount Vernon Hospital, Inc. and certain related affiliates. In June 2013, Montefiore added $4.75 million to its purchase offer to speed up the sale. Montefiore raised its bid to $58.75 million plus furniture and equipment as part of a request for a private sale of the hospitals. On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and the sale was effective. Montefiore is represented by Togut, Segal & Segal LLP. SOUND SHORE: Exclusive Period to File Plan Extended to April 24 --------------------------------------------------------------- At the behest of Sound Shore Medical Center of Westchester and its debtor-affiliates, the Bankruptcy Court extended their exclusive period to file a Chapter 11 plan through April 24, 2014, and exclusive period to solicit acceptances of that Plan through June 23, 2014. This is the Debtors' second request for an extension of the Exclusive Periods. According to the Debtors, they need additional time to effectively negotiate and file a plan of reorganization and develop a strategy for the successful confirmation of their Chapter 11 cases. "Given the enormous effort that was subsequently required and undertaken to promptly consummate the Sale, the initial extension has not afforded the Debtors with a meaningful opportunity to propose and file a Chapter 11 plan," says Burton S. Weston, Esq., at Garfunkel Wild, P.C., counsel to the Debtors. "While the Debtors' efforts thus far have been well conducted and led to substantial progress in these Chapter 11 Cases, including the expedient consummation of the sale of substantially all of their assets. . . the filing of a plan of reorganization would be premature at this time," he adds. The Debtors relate they remain focused on addressing and resolving emergent matters arising in connection with the closing of the Sale. Simultaneously, the Debtors add, they must attend to the ongoing administration of their estates and these cases and complying with their requirements under the Bankruptcy Code. The Debtors assert they are not seeking these extensions to artificially delay the conclusion of their Chapter 11 cases or for the purposes of coercing credit consent or for any other improper motive. The Debtors tell the Court they are largely paying all undisputed postpetition obligations as they come due in accordance with their agreements with their creditors. About Sound Shore Medical Center Sound Shore Medical Center of Westchester, Mount Vernon Hospital Inc., Howe Avenue Nursing Home and related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29, 2013, in White Plains, New York. The Debtors were the largest "safety net" providers for Southern Westchester County in New York. Affiliated with New York Medical College, Sound Shore is a not-for-profit 242-bed, community based- teaching hospital located in New Rochelle, New York. Mountain Vernon Hospital is a voluntary, not-for-profit 176-bed hospital located in Mount Vernon, New York. Howe Avenue Nursing Home is a 150-bed, comprehensive facility. The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C. as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors; and GCG Inc., as claims agent. Alston & Bird LLP represents the Official Committee of Unsecured Creditors. Deloitte Financial Advisory Services LLP serves as the Committee's as financial advisor. Sound Shore disclosed assets of $159.6 million and liabilities totaling $200 million. Liabilities include a $16.2 million revolving credit and a $5.8 million term loan with Midcap Financial LLC. There is $9 million in mortgages with Sun Life Assurance Co. of Canada (US) and $11.5 million owing to the New York State Dormitory Authority. Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the patient care ombudsman for Sound Shore. The Debtors filed for bankruptcy to sell their assets, including their hospital and nursing home operations, to the Montefiore health system. On Aug. 8, 2013, the Bankruptcy Court entered an order, as affirmed and ratified by a Supplemental Sale Order entered on Oct. 15, 2013, approving the sale to Montefiore New Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc., Montefiore Mount Vernon Hospital, Inc. and certain related affiliates. In June 2013, Montefiore added $4.75 million to its purchase offer to speed up the sale. Montefiore raised its bid to $58.75 million plus furniture and equipment as part of a request for a private sale of the hospitals. On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and the sale was effective. Montefiore is represented by Togut, Segal & Segal LLP. SPECIALTY PRODUCTS: Allowed to Bypass Dist. Court in Appeal ----------------------------------------------------------- Delaware District Judge Sue L. Robinson certified for direct appeal to the U.S. Court of Appeals for the Third Circuit the appeal by Specialty Products Holding Corp. from the bankruptcy court's order setting the debtors' present and future asbestos claims at $1.1 billion. "I recognize that Third Circuit precedent gives the bankruptcy courts wide-ranging discretion in making their estimation determinations, leaving the district courts unhelpful at best, impotent at worst, in any attempts to promote the resolution of these complex cases. Given that the Third Circuit has not directly addressed the estimation process in the context of the asbestos litigation, it strikes me that, consistent with 28 U.S.C. Sec. 158(d), having appellate input earlier in the process would go far in establishing needed guidance for the parties going forward," Judge Robinson said. There is also pending a motion to dismiss the appeal filed by appellees in Misc. No. 13-194-SLR. Judge Robinson said she will consider the motion once the Third Circuit has made its certification determination. The case before the District Court is, SPECIALTY PRODUCTS HOLDING CORP., et al., Appellants, v. OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS and the FUTURE CLAIMANTS' REPRESENTATIVE, Appellees, Civ. No. 13-1244-SLR., 13-1245-SLR (D. Del.). A copy of Judge Robinson's Feb. 7, 2014 Memorandum is available at http://is.gd/pyg8txfrom Leagle.com. About Specialty Products Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM, Inc., is a wholly owned subsidiary of RPM International Inc. The Company is the holding company parent of Bondex International, Inc., and the direct or indirect parent of certain additional domestic and foreign subsidiaries. The Company claims to be a leading manufacturer, distributor and seller of various specialty chemical product lines, including exterior insulating finishing systems, powder coatings, fluorescent colorants and pigments, cleaning and protection products, fuel additives, wood treatments and coatings and sealants, in both the industrial and consumer markets. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-11780) on May 31, 2010. Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve as bankruptcy counsel. Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman, Esq., at Richards Layton & Finger, serve as co-counsel. Logan and Company is the Company's claims and notice agent. The Company estimated its assets and debts at $100 million to $500 million. The Company's affiliate, Bondex International, Inc., filed a separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779), estimating its assets and debts at $100 million to $500 million. Counsel to the Official Committee of Asbestos PI Claimants are Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery, Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania division. Counsel to the Future Claimants' Representative are James L. Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq., Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware. Competing bankruptcy exit plans have been filed by the Debtors, on one hand, and the Official Committee of Unsecured Creditors and the Future Claimants' Representative on the other. The Debtors' First Amended Joint Plan of Reorganization and the explanatory Disclosure Statement, dated Nov. 18, 2013, provides for an asbestos trust to be established and funded with cash to pay present and future asbestos-related claims. The trust will be funded by secured notes, issued by the Debtors and their ultimate parent, RPM International Inc. ("International"), and the amounts and terms of the notes will, with one exception, be determined by the final outcome or settlement of the litigation that will determine the asbestos claimants' rights in the chapter 11 cases. The one exception is that the notes will provide for an aggregate initial nonrefundable payment of $125 million to the asbestos trust irrespective of the outcome of any litigation. In short, the Debtors and International have committed to pay to asbestos claimants the maximum amount to which they are entitled based on the applicable judgments or rulings in the litigation that will determine the extent of the claimants' rights in the chapter 11 cases, and to make comparable payments to other similarly situated creditors. The PI Committee and the FCR's Third Amended Plan, filed Oct. 15, 2013, provides that: (i) SPHC will be separated from non-Debtor direct or indirect parent Bondex International; (ii) Reorganized SPHC will be managed and/or sold for the benefit of holders of all Claims that are not paid in Cash, subordinated, cancelled or otherwise treated pursuant to the Plan; (iii) all of SPHC's causes of action will survive; (iv) Asbestos PI Trust Claims against SPHC will be channeled to an Asbestos PI Trust; and (v) current SPHC equity interests will be cancelled, annulled, and extinguished. On May 20, 2013, the Bankruptcy Court entered an order estimating the amount of the Debtors' asbestos liabilities, and a related memorandum opinion in support of the estimation order. The Bankruptcy Court estimated the current and future asbestos claims associated with Bondex International, Inc. and Specialty Products Holding at approximately $1.17 billion. The estimation hearing represents one step in the legal process in helping to determine the amount of potential funding for a 524(g) asbestos trust. ST. FRANCIS' HOSPITAL: Alston & Bird to Represent Committee ----------------------------------------------------------- The U.S. Trustee for Region 2 has appointed five members to the Official Committee of Unsecured Creditors in the Chapter 11 case of St. Francis' Hospital. The Committee members are: 1. Cardinal Health, Inc. 7000 Cardinal Place Dublin, OH 43014 Attn: Tom Gerhart Credit Portfolio Manager Chairperson Tel: (614) 553-3124 Fax: (614) 757-1318 E-mail: tom.gerhart@cardinalhealth.com 2. Restorix Health, Inc. (fka The Center for Wound Healing) 155 White Plains Road, Suite 222 Tarrytown, NY 10591 Attn: Patrick Seiler Chief Financial Officer Tel: (914) 372-3156 Email: Patrick.seiler@restorixhealth.com 3. Owens & Minor Distribution, Inc. 7437 Industrial Boulevard Allentown, PA 18106 Attn: Joseph J. Chupela Area Credit Manager Tel: (610) 706-3105 Fax: (610) 366-7385 E-mail: Joseph.Chupela@owens-minor.com 4. 1199SEIU UHWE 155 Washington Avenue Albany, NY 12210 Attn: Ana Vasquez Tel: (516) 396-2301 Fax: (516) 436-1140 E-mail: ana.vasquez@1199.org 5. HTA Poughkeepsie, LLC 463 King Street, Suite B Charleston, SC 29403 Attn: Amanda Houghton EVP Asset Management Tel: (480) 988-3478 Fax: (480) 991-0755 E-mail: AmandaHoughton@htareit.com Proposed counsel to the Committee can be reached at: Martin G. Bunin, Esq. Craig E. Freeman, Esq. ALSTON & BIRD LLP 90 Park Avenue New York, NY 10016 Tel: (212) 210-9400 Fax: (212) 210-9444 About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The case is assigned to Judge Cecelia G. Morris. The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP, in New York; the financial adviser is CohnReznick Advisory Group; and the investment banker is Deloitte Corporate Finance LLC. BMC Group is the claims and notice agent. St. Francis will sell its 333-bed acute-care facility, which was founded in 1914, for $24.2 million to Health Quest Systems Inc., absent higher and better offers. An auction will be held Feb. 13 if a rival offer is submitted. ST. FRANCIS' HOSPITAL: March 5 Hearing on Panel's Bid to Hire CBIZ ------------------------------------------------------------------ The hearing on the request filed by the Official Committee of Unsecured Creditors appointed in the Chapter 11 case of St. Francis' Hospital, to retain CBIZ Accounting, Tax & Advisory of New York, LLC as the panel's financial advisor is set for March 5, 2014 at 11:00 a.m., Eastern Time in the United States Bankruptcy for the Southern District of New York, 355 Main Street, Poughkeepsie, New York, 12601. Deadline to file objections is Feb. 26, 2014, at 4:00 p.m. According to the Committee, CBIZ will, among other things, provide these services: (a) assist the Committee in its evaluation of the Debtors' post- petition cash flow and/or other projections and budgets prepared by the Debtors or their financial advisor; (b) monitor the Debtors' activities regarding cash expenditures and general business operations subsequent to the filing of the petitions under Chapter 11; and (c) assist the Committee in its review of monthly operating reports submitted by the Debtors or their financial advisor. The panel attests 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 ------------ ------ Directors and Managing Directors $400 to $695 per hour Managers and Senior Managers $300 to $425 per hour Senior Associates and Staff $130 to $310 per hour The U.S. Trustee for Region 2 appointed five members to the unsecured creditors' committee on Dec. 23. The Committee members are: 1. Cardinal Health, Inc. 7000 Cardinal Place Dublin, OH 43014 Attn: Tom Gerhart Credit Portfolio Manager Chairperson Tel: (614) 553-3124 Fax: (614) 757-1318 E-mail: tom.gerhart@cardinalhealth.com 2. Restorix Health, Inc. (fka The Center for Wound Healing) 155 White Plains Road, Suite 222 Tarrytown, NY 10591 Attn: Patrick Seiler Chief Financial Officer Tel:(914) 372-3156 Email: Patrick.seiler@restorixhealth.com 3. Owens & Minor Distribution, Inc. 7437 Industrial Boulevard Allentown, PA 18106 Attn: Joseph J. Chupela Area Credit Manager Tel: (610) 706-3105 Fax: (610) 366-7385 E-mail: Joseph.Chupela@owens-minor.com 4. 1199SEIU UHWE 155 Washington Avenue Albany, NY 12210 Attn: Ana Vasquez Tel:(516) 396-2301 Fax: (516) 436-1140 E-mail: ana.vasquez@1199.org 5. HTA Poughkeepsie, LLC 463 King Street, Suite B Charleston, SC 29403 Attn: Amanda Houghton EVP Asset Management Tel: (480) 988-3478 Fax: (480) 991-0755 E-mail: AmandaHoughton@htareit.com Proposed counsel to the Committee can be reached at: Martin G. Bunin, Esq. Craig E. Freeman, Esq. ALSTON & BIRD LLP 90 Park Avenue New York, NY 10016 Tel: (212) 210-9400 Fax: (212) 210-9444 About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The case is assigned to Judge Cecelia G. Morris. The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP, in New York; the financial adviser is CohnReznick Advisory Group; and the investment banker is Deloitte Corporate Finance LLC. BMC Group is the claims and notice agent. St. Francis will sell its 333-bed acute-care facility, which was founded in 1914, for $24.2 million to Health Quest Systems Inc., absent higher and better offers. An auction will be held Feb. 13 if a rival offer is submitted. STAR DYNAMICS: BAE Systems Lawsuit Stays in Bankruptcy Court ------------------------------------------------------------ Bankruptcy Judge Charles M. Caldwell in Columbus, Ohio, denied the request of BAE Systems Technology Solutions & Services Inc.: -- to remand to the Franklin County, Ohio Court of Common Pleas the dispute involving BAE and STAR Dynamics Corporation; and -- for relief from the automatic stay in the Chapter 11 case of STAR Dynamics to allow the state court proceeding. Judge Caldwell held that the dispute between the parties cannot be adjudicated in the Court of Common Pleas without substantial harm and delay to STAR Dynamics' bankruptcy proceeding and to the Debtor's attempts to pay its creditors, preserve employment for a large workforce and continue to provide vital defense-related services. Judge Caldwell was slated to conduct a status conference Feb. 7, 2014, to discuss and establish a schedule for the timely adjudication of all disputes and issues between the parties. On Nov. 16, 2012, a Complaint for Injunctive Relief and Damages was filed on behalf of BAE against the Debtor. This litigation was commenced in the Franklin County, Ohio Court of Common Pleas (BAE Systems Technology Solutions & Services Inc. v. STAR Dynamics Corporation, Case No. 12 CV 14372). BAE alleges that five of its former employees went to work for the Debtor in 2012 and took with them technology involving the military-related radar business. BAE sought injunctive relief to preclude the Debtor's use of any alleged stolen technology as well as monetary damages. Most recently, BAE requested leave to amend its complaint to add parties. Regarding the status of the Court of Common Pleas litigation and according to the Debtor's special counsel, depositions have not been completed, including as many as six expert witnesses, and there has been no discovery on the damages portion of the complaint. Also, there is an ongoing discovery dispute in Florida state courts involving the five former BAE employees. The technologically complex nature of the dispute is amply demonstrated by the parties' agreement to the installation of a software program developed to identify BAE's electronic documents in possession of the Debtor. Indeed, a pool of electronic information has been identified, the Debtor has challenged some of the assessments that materials originated from BAE's systems, and BAE must still respond to these challenges. Although BAE obtained a preliminary injunction from the Court of Common Pleas prohibiting the Debtor from pursuing certain defense- related contracts, it expired by the time the Debtor filed for Chapter 11 on Dec. 10, 2013. Nine days later on Dec. 19, 2013, BAE filed its Motion for Relief from Stay to continue the litigation in state court, and on the next day, Dec. 20, 2013, the Debtor filed its Notice of Removal. Since the bankruptcy filing, the Debtor has obtained the appointment of Sagent Advisors, LLC, to arrange a sale of the business as a going concern. To this end, Sagent has gathered and made available to approximately 25 prospective purchasers marketing data for the Debtor's business. Sagent has obtained non-disclosure agreements from 10 prospective purchasers, and established Jan. 10, 2014, as a deadline by which parties are required to express their initial interests. It is envisioned that from this pool the most promising prospects will receive management presentations and tours of the Debtor's facilities. Allowing for approximately a month for due diligence, it is anticipated that expressions of interest will be refined to the form of proposed asset purchase agreements by late February, 2014. Counsel for the Debtor anticipates that a motion to approve any proposed sale will be filed in time to be closed during March 2014. Critical to any sale of the Debtor as a going concern, is its ability to continue to bid on contracts and utilize technologies that were temporarily enjoined by, and subject to, the litigation commenced in the Court of Common Pleas. Specifically, the Debtor projects that its revenue for the years of 2014-2016 will be substantially enhanced by such bids. Given the Debtor's current deteriorating financial condition, it is only this potential future performance as a going concern that makes it valuable on the open market. According to the testimony of Mr. Chris Oliver, a Sagent advisor, absent this potential, the Debtor will be left only with the prospect of liquidating its assets. While the parties have significant legal differences, their interests are aligned in that they each assert exclusive ownership of technology that must be timely and freely marketed to realize its full value. In the Debtor's bankruptcy schedules filed on Jan. 14, 2014, it has identified intellectual property, proprietary technology and radar products it claims as property of the estate. Some of this intellectual property may be subject to the claims of BAE. Also, the Debtor has scheduled executory contracts for delivering and supporting radar systems that were subject to the Court of Common Pleas litigation. The BAE litigation is detailed in the Debtor's Statement of Financial Affairs, and BAE is scheduled as a general unsecured creditor in an unknown amount, and as holding disputed claims based upon the alleged misappropriation of trade secrets. The parties are at odds over whether this Court or the Court of Common Pleas is better suited to answer this question. BAE asserts that this Court is either required, or should on a discretionary basis, abstain and remand the removed litigation to allow the Court of Common Pleas to decide what, in effect, constitutes property of the estate. On the other hand, the Debtor contends that because it must sell the business as a going concern to realize any value, this fundamental bankruptcy question of what it owns must be resolved by the Bankruptcy Court, and that only the Bankruptcy Court can approve and effectuate any sale of the company free and clear of all interests under Section 363 of the Bankruptcy Code. BAE suggests upon remand to state court, that this process can be completed in four-five weeks, including all necessary depositions. BAE estimates that the dispute will be ready for jury trial in the Court of Common Pleas by mid-March 2014, and that the weeks of March 24 through April 21, 2014, are available on the state court's calendar. The Court said those estimates are overly optimistic given that BAE has requested leave to amend the complaint to add parties, who will then need time to answer and conduct their own discovery, prior to any determination of the issues and trial on the merits. Also, the credibility of this aggressive schedule is called into question by the more than a year already spent in state court, without any final resolution. A copy of the Court's Feb. 7, 2014 Order is available at http://is.gd/M50IQ9from Leagle.com. About STAR Dynamics STAR Dynamics Corp. develops, sales, and services instrumentation radar systems for missile test ranges utilized by the United States and foreign governments. Located principally in Hilliard, Ohio, with satellite offices in Herndon, Virginia and Sandestin Florida, it has 112 full-time employees. STAR Dynamics 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. According to its first-day motions and as of Nov. 30, 2013, it has assets of $28,470,788.13, liabilities of $50,892,360.12 and gross sales of $8,140,140.93. In its schedules, the Debtor listed $12,138,334 in total assets and $50,740,343 in total liabilities. BAE is an American subsidiary of a global-level defense contractor based in Great Britain, with more than 50,000 employees world- wide. BAE has its headquarters in Arlington, Virginia, and like the Debtor, is engaged in the radar range business for the testing of missiles and other weaponry. Bankruptcy Judge Charles M. Caldwell oversees the case. 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. Sagent Advisors LLC serves as financial advisor. STAR DYNAMICS: Gets Secured Financing Through March 31 ------------------------------------------------------ Judge Charles M. Caldwell of the U.S. Bankruptcy Court for the Southern District of Ohio, Eastern Division, gave STAR Dynamics Corporation final authority to use cash collateral and obtain postpetition, secured financing in an aggregate amount of up to $2,525,000, on an administrative priority basis, until March 31, 2014. The Debtor will maintain its bank accounts at a federally insured depository institution, and each account will be a STAR Dynamics Corporation debtor in possession account. The Debtor will, upon receipt of cash collateral generated, or of funding under the DIP Facility, take or cause to be taken any and all action necessary to cause all of cash collateral and funding to be immediately deposited into a STAR Dynamics Corporation debtor in possession account. The security interests and liens of Whitney Bank and Thomas R. Becnel in cash collateral are continued and re-granted, and neither Whitney nor Mr. Becnel will be required to take any other action to perfect the liens re-granted to each of them. Whitney and Mr. Becnel are also granted liens and security interests in the Debtor's assets acquired subsequent to the Petition Date, accounts receivable, general intangibles and other revenues generated by the operation of Debtor's business subsequent to the Petition Date, their proceeds, and all collections. To secure all obligations of the Debtor in connection with the DIP Facility, Whitney, as DIP Lender, is granted a fully perfected security interest in all assets, whether now existing or hereafter arising, of the Debtor, subject and junior in all respects to the liens and security interests of or held by Whitney, Mr. Becnel, and any other party existing as of the Petition Date, and to the postpetition liens and security interests granted and regranted to Whitney and Mr. Becnel. The Court also approved the stipulation between the Government of Israel, Ministry of Defense, and STAR Dynamics, under which parties reserve all rights each party may have with respect to a contract requiring the Debtor to deliver to the Government of Israel the first "MIRTS" radar and agree to the extension of the letter of credit for the equal to the amount of all advance and interim financing payments to secure its performance under the Contract. A full-text copy of the Final DIP Order is available for free at http://bankrupt.com/misc/STARDYNAMICSdipord0131.pdf Thomas R. Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle, Esq., at Allen Kuehnle Stovall & Neuman LLP, in Columbus, Ohio, represent the Debtor. Joseph P. Hebert, Esq. -- jphebert@liskow.com -- at LISKOW & LEWIS, in Lafayette, Louisiana, represents Whitney Bank. Frederick M. Luper, Esq. -- fluper@lnlattorneys.com -- William B. Logan, Jr., Esq. -- wlogan@lnlattorneys.com -- and Kenneth M. Richards, Esq. -- krichards@lnlattorneys.com -- at LUPER, NEIDENTHAL & LOGAN, LPA, in Columbus, Ohio; and David R. Kuney, Esq. -- dkuney@sidley.com -- at Sidley Austin LLP, in Washington, D.C., represent the Government of Israel. About STAR Dynamics STAR Dynamics Corp. develops, sales, and services instrumentation radar systems for missile test ranges utilized by the United States and foreign governments. Located principally in Hilliard, Ohio, with satellite offices in Herndon, Virginia and Sandestin Florida, it has 112 full-time employees. STAR Dynamics 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 trade secrets lawsuit by BAE Systems Plc. According to its first-day motions and as of Nov. 30, 2013, it has assets of $28,470,788.13, liabilities of $50,892,360.12 and gross sales of $8,140,140.93. In its schedules, the Debtor listed $12,138,334 in total assets and $50,740,343 in total liabilities. BAE is an American subsidiary of a global-level defense contractor based in Great Britain, with more than 50,000 employees world- wide. BAE has its headquarters in Arlington, Virginia, and like the Debtor, is engaged in the radar range business for the testing of missiles and other weaponry. Bankruptcy Judge Charles M. Caldwell oversees the case. 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. Sagent Advisors LLC serves as financial advisor. STERLING BLUFF: Proposes Stone & Baxter as Counsel -------------------------------------------------- Sterling Bluff Investors, LLC, asks the bankruptcy court for approval to employ the firm of Stone & Baxter, LLP, in Macon, Georgia, as its counsel in the bankruptcy case. Subject to Court approval, attorneys and other professional personnel within the firm will undertake this representation at their standard hourly rates, which now range $195 to $425 for each attorney, and $125 per hour for research assistants and paralegals, including all travel time. The rates are subject to periodic adjustment by the firm. The firm is currently holding $41,000 as a retainer, which was paid with funds loaned to the Debtor by SBI Loan, LLC, an affiliate of the Debtor. Austin E. Carter, Esq., a partner at the firm, attests that Stone & Baxter does not hold or represent any interest adverse to the Debtor or the estate and the firm and its attorneys are disinterested persons. About Sterling Bluff Sterling Bluff Investors, LLC, a Georgia limited liability company formed for the purpose of acquiring and owning lots in a subdivision known as the Ford Plantation, Bryan County, Georgia, and also certain club memberships in the Ford Plantation Club, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014. The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter, LLP, in Macon, Georgia. The Debtor estimated assets and debt of $10 million to $50 million. The petition was signed by Michael Greene, manager. SUNTECH POWER: Subsidiary Wins Judgment vs. Suntech Singapore ------------------------------------------------------------- Suntech Power Holdings Co., Ltd. on Feb. 10 disclosed announced that on January 15, 2014, the Company's immediate subsidiary, Power Solar System Co., Ltd (in Liquidation) ("PSS"), issued a writ of summons in the Republic of Singapore against Suntech Power Investment Pte., Ltd. ("Suntech Singapore") for an outstanding balance of US$263,910,599 due from Suntech Singapore. Suntech Singapore failed to enter an appearance within the time frame required for them to do so. The High Court of the Republic of Singapore has granted, on 27 January 2014, Judgment in Default of Appearance against Suntech Singapore to pay to PSS US$263,910,599, interest at 5.33% and costs, under Order 13 of the Rules of Court in Singapore. "We are pleased to have the judgment in our favor and will take further steps to enforce our rights against Suntech Singapore. It is the first of many steps being taken by the Liquidator to maximize the recovery for the creditors," said Mr. John Ayres, the Liquidator of PSS. "The recovery actions will continue with focus on an investigation of the purported transfer of equity interest of Suntech Power Japan Corporation ("Suntech Japan") and Suntech Singapore to Wuxi Suntech Power Co., Ltd. ("Wuxi Suntech") and the purchase of PSS's equity interest in Wuxi Suntech by Jiangsu Shunfeng Photovoltaic Technology Co., Ltd, a subsidiary of a Hong Kong listed company Shunfeng Photovoltaic International Ltd (1165.HK)." "We will take all steps as necessary to remedy improper actions which have caused loss to Suntech, PSS and their creditors," Mr. David Walker, the Joint Provisional Liquidator of the Company, added. About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar products for residential, commercial, industrial, and utility applications. Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. Suntech Power Holdings Co., Ltd., received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. Suntech Power had involuntary Chapter 7 bankruptcy proceedings initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by holders of more than $1.5 million of defaulted securities under a 2008 $575 million indenture. The Chapter 7 Petitioners are Trondheim Capital Partners, L.P., Michael Meixler, Longball Holdings, LLC, and Jiangsu Liquidators, LLC. They are represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White Plains, New York. Suntech Power on Jan. 31, 2014, disclosed that it has signed a Restructuring Support Agreement relating to the petition for involuntary bankruptcy filed against it under chapter 7 of the U.S. Bankruptcy Code. Under the RSA, the parties agreed that chapter 7 proceedings will be dismissed following recognition of the provisional liquidation proceeding previously filed by the Company in the Cayman Islands under chapter 15 of the U.S. Bankruptcy Code. SUPERLEAF TIMBER: Court Enters Further Confirmation Order --------------------------------------------------------- Bankruptcy Judge Paul Glenn entered an order on Dec. 20, 2013 confirming Sugarleaf Timber, LLC's Amended Chapter 11 Plan of Reorganization, as modified. The Court opined that the Plan satisfied confirmation requirements under Sec. 1129 of the Bankruptcy Code. The Dec. 20 order incorporates the Bankruptcy Court's findings of fact and conclusions and order of confirmation entered on Nov. 22, 2013. As previously reported by The Troubled Company Reporter, the U.S. Bankruptcy Court for the Middle District of Florida entered a confirmation order on Nov. 22, 2013, on Sugarleaf Timber, LLC's Chapter 11 Plan, as amended. The Court further scheduled a hearing for Dec. 20, 2013, for the purpose of considering the Debtor's election of the alternative treatments proposed for Farm Credit's secured claim pursuant to Article V of the Plan. The Court ruled under its Dec. 20 order that all objections to confirmation not withdrawn or addressed are overruled. The Debtor's Property is deemed to have a fair market value of $30.33 million as of Dec. 20, 2013. On the Effective Date and subject to the transfer of the Propert by the Debtor to Farm Credit Florida, ACA, title to the Debtor's property will revest in the Debtor free and clear of all liens and will be property of the reorganized Debtor. Thereafter, (i) Farm Credit is directed to turnover the Set Aside Proceeds of $400,000 to the Debtor, and (ii) Brennan, Manna & Diamond, P.L. and the Wilcox Law Firm are directed to turnover all of the Existing Hunting Lease Proceeds to the Debtor. A copy of the Dec. 20 Confirmation Order is available for free at: http://bankrupt.com/misc/SUGARLEAFConfOrd_Dec20.pdf Farm Credit's Stay Relief Motion Denied In a separate Dec. 23 order, the Court denied, without prejudice, Farm Credit of Florida's ACA's Motion for Relief from the Automatic Stay or in the alternative, to Dismiss the Case. About Sugarleaf Timber Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the business of purchasing, developing, and reselling real property in Northeast Florida. The Company filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011. Chief Bankruptcy Judge Paul M. Glenn presides over the case. Robert D. Wilcox, Esq. -- rdwilcox@bmdpl.com -- of the Wilcox Law Firm, in Ponte Vedra Beach, Fla., serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed assets of $31,016,486 and liabilities of $26,781,079. The petition was signed by Victoria D. Towers, manager of Diversified Investments of Jacksonville LLC, which serves as manager to the Debtor. The Debtor's plan that was filed in October 2011 provides for the delivery of a portion of the Debtor's properties which are subject to Farm Credit's liens, which delivery the Debtor asserts will provide the "indubitable equivalent" of Farm Credit's secured claim. Management of the reorganized Debtor will remain the same after the bankruptcy exit. Counsel for Farm Credit has opposed the Plan, citing that the Plan is a partial "dirt for debt" plan seeking to force Farm Credit to receive a portion of its real property in full satisfaction of approximately $27,400,000 in secured claims while the Debtor retains approximately 622 acres of real property collateral which Farm Credit is forced to release under the Plan. An Official Committee of Unsecured Creditors has not been appointed. Additionally, no trustee or examiner has been appointed. SUPERLEAF TIMBER: Elects Jan. 23 as Plan Effective Date ------------------------------------------------------- Counsel to Sugarleaf Timber, LLC, filed an amended notice reflecting that pursuant to the Debtor's First Amended Chapter 11 Plan of Reorganization, pursuant to Farm Credit of Florida, ACA's request, and at the Bankruptcy Court's direction at a Dec. 20, 2013 hearing, the Debtor elects Jan. 23, 2014 as the Effective Date of the Plan. In a separate court filing dated Dec. 18, 2013, the Debtor noted that it withdrew its motion for authority to use cash collateral without prejudice to its refiling. About Sugarleaf Timber Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the business of purchasing, developing, and reselling real property in Northeast Florida. The Company filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011. Chief Bankruptcy Judge Paul M. Glenn presides over the case. Robert D. Wilcox, Esq. -- rdwilcox@bmdpl.com -- of the Wilcox Law Firm, in Ponte Vedra Beach, Fla., serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed assets of $31,016,486 and liabilities of $26,781,079. The petition was signed by Victoria D. Towers, manager of Diversified Investments of Jacksonville LLC, which serves as manager to the Debtor. The Debtor's plan that was filed in October 2011 provides for the delivery of a portion of the Debtor's properties which are subject to Farm Credit's liens, which delivery the Debtor asserts will provide the "indubitable equivalent" of Farm Credit's secured claim. Management of the reorganized Debtor will remain the same after the bankruptcy exit. Counsel for Farm Credit has opposed the Plan, citing that the Plan is a partial "dirt for debt" plan seeking to force Farm Credit to receive a portion of its real property in full satisfaction of approximately $27,400,000 in secured claims while the Debtor retains approximately 622 acres of real property collateral which Farm Credit is forced to release under the Plan. An Official Committee of Unsecured Creditors has not been appointed. Additionally, no trustee or examiner has been appointed. TECHPRECISION CORP: Amends By-Laws, Adopts Governance Guidelines ---------------------------------------------------------------- By unanimous written consent, the Board of Directors of TechPrecision Corporation amended and restated the By-laws of the Company to update the Bylaws to reflect the current state of the Company as well as to update outdated provisions and provisions that are no longer customary for public companies. Among other things, the Board clarified the procedures and requirements related to stockholder proposals for consideration at the Company's annual meeting and director nomination and enhanced the indemnification and insurance requirements with respect to the Company's directors and officers. Corporate Governance Guidelines On Jan. 28, 2014, the Board also adopted Corporate Governance Guidelines as a general governance framework for the Company to which the Company's directors, officers and other employees will be expected to adhere. Among other things, the Guidelines provide for a "plurality plus" voting standard for director elections, age limitations on directors and other governance guidelines and principles intended to further the interests of the Company's stockholders. Under the plurality plus voting standard, directors elected by less than a majority of votes cast at the stockholder meeting at which they were elected shall offer to resign from the Board and the Board will have 90 days to decide to accept that resignation. A copy of the Amended By-Laws is available for free at: http://is.gd/CXStza A copy of the Corporate Governance Guidelines is available for free at http://is.gd/MBHUUY About TechPrecision TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components Co., Ltd., globally manufactures large-scale, metal fabricated and machined precision components and equipment. Loss from operations was $1.6 million in fiscal 2013 compared to an operating loss of $3.4 million in fiscal 2012. The Company's balance sheet at Sept. 30, 2013, showed $18.56 million in total assets, $10.37 million in total liabilities and $8.18 million in total stockholders' equity. In their report on the consolidated financial statements for the year ended March 31, 2013, KPMG LLP, in Philadelphia, Pa., said that the Company was not in compliance with the fixed charges and interest coverage financial covenants under their credit facility, and the Bank has not agreed to waive the non-compliance with the covenants. "Since the Company is in default, the Bank has the right to accelerate payment of the debt in full upon 60 days written notice. The Company has suffered recurring losses from operations, and the Company's liquidity may not be sufficient to meet its debt service requirements as they come due over the next twelve months. These circumstances raise substantial doubt about the Company's ability to continue as a going concern." TEXAS STATE AFFORDABLE: S&P Affirms CC Rating on Housing Rev Bonds ------------------------------------------------------------------ Standard & Poor's Ratings Services has affirmed its 'CC(sf)' long- term rating on Texas State Affordable Housing Corp.'s (American Opportunity Foundation/Bexar Affordable Housing Corp.) series 2011A and 2011A-T multifamily housing revenue bonds, issued for the HDSA Texas Affordable Housing Pool project, and removed the rating from CreditWatch, where it was placed with negative implications on Oct. 21, 2013. The outlook is negative. At the same time, Standard & Poor's has affirmed its 'D (sf)' long-term rating on the corporation's 2011B subordinate bonds, also issued for the HDSA Texas Affordable Housing Pool project. "The removal of the 'CC (sf)' rating from CreditWatch follows a large $1,451,321.88 draw from the project's $1,651,321.88 debt service reserve fund (DSRF) to make its scheduled Jan. 1, 2014, payment on the 2011A and A-T bonds, which, barring unforeseen enhancements, leaves only $200,000 remaining in the DSRF to cover all future debt obligations on these bonds," said Standard & Poor's credit analyst Raymond S. Kim. Meanwhile, the 'D (sf)' rating reflects Standard & Poor's view of the continued nonpayment of debt service on the 2011B subordinate bonds, which remain in default. "The negative outlook on the 2011A and A-T bonds reflects our view that the scheduled July 2014 debt service payment for these bonds will not be made," Mr. Kim added. "We base this on the Jan. 1, 2014, payment, which sharply reduced the DSRF balance from $1,651,321.88 to $200,000. Should an event of a default on the July 2014 debt service payment occur, we will lower the rating on the 2011A and A-T bonds." TRANSTAR HOLDING: S&P Alters Outlook to Neg. Over ETX Acquisition ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its rating outlook on Cleveland-based transmission parts distributor Transtar Holding Co. to negative from stable and affirmed its 'B' corporate credit rating on the company. At the same time, S&P affirmed its 'B+' rating on Transtar's proposed upsized first-lien credit facility, which consists of a $50 million revolver due 2017 and a $370 million term loan due 2018. The '2' recovery rating on this debt remains unchanged, indicating S&P's expectation for substantial (70%-90%) recovery for lenders in the event of a payment default. S&P also affirmed its 'CCC+' rating on Transtar's proposed upsized second-lien credit facility, which consists of a $170 million term loan due 2019. The '6' recovery rating on this debt remains unchanged, indicating S&P's expectation for negligible (0%-10%) recovery for lenders in the event of a payment default. "The outlook revision reflects our view of the potential risks Transtar faces both in integrating the newly acquired ETX Holdings Inc. and improving the operating performance of its base business amid the sluggish demand conditions in the automotive aftermarket," said Standard & Poor's rating analyst Robyn Shapiro. Two industry-specific factors--miles driven and vehicle age-- remain somewhat weak. Miles driven have increased since 2008, but they remain less than the 2007 peak. In addition, the age of the vehicles in the car parc has risen in recent years because of newer vehicles' higher quality and durability. S&P considers Transtar to have a "weak" business risk profile. S&P's assessment reflects its expectation that, despite sluggish end-market demand, the company will maintain its operating performance in line with recent history, including good margins that exceed those of other rated aftermarket distribution companies in the mid-teens percentage area. Transtar is the largest light-vehicle aftermarket transmission parts distributor in the U.S., even though S&P believes this is a niche segment. The company's acquisition of ETX diversifies its product mix slightly, such as for its same- or next-day service of torque converters through its national distribution network. The negative outlook reflects S&P's view of the potential risks of Transtar faces in integrating the newly acquired ETX and improving its base business' operating performance amid the sluggish demand conditions in the automotive aftermarket. S&P could lower the rating within the next year if the company's free cash flow generation turns negative. This could occur if gross margins declined significantly, perhaps as a result of significantly weaker-than-expected end-market demand and acquisition integration issues, while working capital needs increased. Alternatively, S&P could consider revising the outlook to stable within the next year if the company remains on course with its operational improvement initiatives, if it continues to generate positive free cash flow, and if it develops a track record of successful operation with the acquired business. TUSCANY INTERNATIONAL: Has Interim Authority to Tap DIP Loans ------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware gave Tuscany International Holdings (U.S.A.) Ltd., et al., interim authority to obtain secured postpetition financing on a senior secured, superpriority basis of a dual-draw term loan credit facility of up to an aggregate principal amount of $70,000,000, plus certain accrued and unpaid interest from Credit Suisse AG, as administrative agent, The Bank of New York Mellon, as global collateral agent, Credit Suisse AG, Cayman Islands Branch, as special collateral agent, and BNY Mellon Servicos Financeiros DTVM S.A., as Brazilian collateral agent. In the interim, amounts under the DIP Facility will be made available up to $15,000,000. Additional amounts under the DIP Facility will be made available up to $20,000,000 in aggregate principal amount upon final approval of the DIP Loan. A portion of the Prepetition Senior Obligations will be redesignated as DIP Loans in the amount of up to $35,000,000. A full-text copy of the Interim DIP Order is available for free at http://bankrupt.com/misc/TUSCANYdip0204.pdf The hearing to consider final approval of the request is scheduled for March 3, 2014, at 1:00 p.m. (prevailing Eastern time). 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. Tuscany USA also intends to commence ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. 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. Attorneys at Latham Watkins LLP and Young Conaway Stargatt & Taylor LLP serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP is providing tax professionals. TUSCANY INTERNATIONAL: Can Use Cash Collateral Until March 3 ------------------------------------------------------------ Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware gave Tuscany International Holdings (U.S.A.) Ltd., et al., interim authority to use cash collateral securing their prepetition indebtedness. As adequate protection of the interests of the Prepetition Agent and Prepetition Secured Creditors, they will be granted adequate protection liens junior only to a carve out, senior prior liens, DIP liens, and senior statutory liens. The Prepetition Lenders will also be granted an allowed superpriority administrative expense claim against each of the Debtors on a joint and several basis. The Adequate Protection Claim will be subject to the payment in full in cash of (A) the Carve Out; and (b) the DIP Superpriority Claim. The term "carve out" means collectively the following: (i) statutory fees payable to the U.S. Trustee or fees payable to the clerk of the Court; (ii) all accrued and unpaid fees, disbursements, costs and expenses incurred by case professionals in an aggregate amount not to exceed (x) $500,000 with regard to fees incurred by professionals employed by the Debtors and (y) $100,000 with regard to fees incurred in the aggregate by the professionals retained by all statutory committees. The hearing to consider final approval of the request is scheduled for March 3, 2014, at 1:00 p.m. (prevailing Eastern time). 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. Tuscany USA also intends to commence ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. 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. Attorneys at Latham Watkins LLP and Young Conaway Stargatt & Taylor LLP serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP is providing tax professionals. TUSCANY INTERNATIONAL: Has Interim OK to Pay Critical Vendors ------------------------------------------------------------- Tuscany International Holdings (U.S.A.) Ltd., et al., received interim authority from Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to pay the claims of critical vendors provided that payments to these vendors do not exceed $1.4 million and provided further that any payments to these vendors in excess of $1.2 million in the aggregate will not be made without prior consent of the DIP Agent and Lenders. The final hearing with respect to the motion will be held on March 3, 2014, at 1:00 p.m. 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. Tuscany USA also intends to commence ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. 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. Attorneys at Latham Watkins LLP and Young Conaway Stargatt & Taylor LLP serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP is providing tax professionals. TUSCANY INTERNATIONAL: TID Has Authority to Act as Foreign Rep -------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized Tuscany International Drilling Inc. ("TID") to act as the foreign representative on behalf of the estates of Tuscany International Holdings (U.S.A.) Ltd., et al., in any judicial or other proceedings in a foreign country, including any bankruptcy proceeding in Canada. As previously reported by The Troubled Company Reporter, in addition to their operations in the U.S. and South America, the Debtors have certain assets and operations in Canada. TID is incorporated in Canada and is the parent of Tuscany International Holdings (U.S.A.) Ltd. TID, as the foreign representative, will shortly seek ancillary relief in Canada on behalf of the Debtors, pursuant to the Companies' Creditors Arrangement Act in the Calgary Courts Center (Commercial List) in Calgary, Alberta, Canada. The purpose of the ancillary proceedings is to request that the Canadian court recognize the Chapter 11 cases as a "foreign non- main proceeding" under the applicable provisions of the CCAA in order to, among other things, protect the Debtors' assets and operations in Canada. As a foreign representative, TID will be authorized and will have the power to act in any permitted by applicable foreign law, including, but not limited to (a) seeking recognition of the Chapter 11 cases in the Canadian Proceedings, (b) requesting that the Canadian Court lend assistance to the U.S. Court in protecting the property of the Debtors' estates, and (c) seeking any other appropriate relief from the Canadian Court that TID deems just and proper in the furtherance of the protection of the Debtors' estates. 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. Tuscany USA also intends to commence ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. 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. Attorneys at Latham Watkins LLP and Young Conaway Stargatt & Taylor LLP serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP is providing tax professionals. TUSCANY INTERNATIONAL: Can Employ Prime Clerk as Claims Agent ------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized Tuscany International Holdings (U.S.A.) Ltd., et al., appoint Prime Clerk LLC as claims and noticing agent to, among other things, (i) distribute required notices to parties-in- interest; (ii) receive, maintain, docket and otherwise administer the proofs of claim filed in the Debtors' Chapter 11 cases; and (iii) provide other administrative services -- as required by the Debtors -- that would fall within the purview of services to be provided by the Clerk's office. 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 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. Tuscany USA also intends to commence ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. 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. Attorneys at Latham Watkins LLP and Young Conaway Stargatt & Taylor LLP serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP is providing tax professionals. UNIVERSITY GENERAL: Files Q1, Q2 & Q3 2013 Quarterly Reports ------------------------------------------------------------ University General Health System, Inc., filed with the U.S. Securities and Exchange Commission its quarterly reports for the periods ended March 31, 2013, June 30, 2013, and Sept. 30, 2013. For the three months ended March 31, 2013, the Company incurred a net loss attributable to common shareholders of $17.59 million on $31.25 million of total revenues as compared with net income attributable to common shareholders of $489,438 on $19.08 million of total revenues for the same period a year ago. A copy of the Q1 Form 10-Q is available for free at http://is.gd/MhiOLn The Company incurred a net loss attributable to common shareholders of $15.91 million on $77.69 million of total revenues for the six months ended June 30, 2013, as compared with net income attributable to common shareholders of $1.50 million on $48.16 million of total revenues for the same period during the prior year. A copy of the Q2 Form 10-Q is available for free at: http://is.gd/UHA9ad For the nine months ended Sept. 30, 2013, the Company incurred a net loss attributable to common shareholders of $14.92 million on $127.24 million of total revenues as compared with net income attributable to common shareholders of $3.35 million on $84.18 million of total revenues for the same period during the previous year. A copy of the Q3 Form 10-Q is available for free at: http://is.gd/1RurnW As of Sept. 30, 2013, the Company had $189.45 million in total assets, $169.55 million in total liabilities, $3.07 million in series C, convertible preferred stock, and $16.82 million in total equity. "This was a much better quarter for the Company than the previous quarters of 2013, and we are working diligently to improve our financial reporting systems as well as our ongoing commitment to the development of our physician-centric health delivery system in Dallas," commented Dr. Hassan Chahadeh, M.D., chairman and chief executive officer of University General Health System, Inc. "Financially, our net revenue increased by 38% relative to the third quarter of 2012, yet our operating income decreased from prior-year levels. While our UGH Houston hospital continues to perform well, our UGH Dallas hospital has struggled to achieve expected results and we have implemented a strategic plan to improve results in the upcoming quarters." "We are very pleased that we have now filed our three quarterly reports and believe the hiring of additional financial staff, including a Chief Accounting Officer, two controllers at our hospitals, a controller for our Hospitality Management Company and a controller for our physician management services group, as well as a number of other support staff, will contribute to our ability to file on a timely basis in the future," noted Dr. Chahadeh. "We invested nearly $15 million during the first nine months of 2013 on marketing initiatives, financial auditing and accounting, legal, management retention, and future development costs. These were reflected as non-capitalized expenses, and we expect at least half of these costs to be non-recurring in 2014. We expect to realize significant benefits from these investments in the current and future years." "The negative working capital and relative low levels of cash and cash equivalents amounts, significant increase in operating expenses, and required past due payroll and income tax payments raise substantial doubt concerning the Company's ability to continue as a going concern for a reasonable period of time," the Company said in its quarterly report for the period ended Sept. 30, 2013. University General held a conference on Tuesday, Feb. 4, 2014, to review the Company's Form 10-Q filings for the quarters ended March 31, 2013; June 30, 2013; and Sept. 30, 2013, and to update investors regarding other topics of interest. About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operates one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. University General incurred a net loss attributable to common shareholders of $3.97 million on $113.22 million of total revenues for the year ended Dec. 31, 2012, as compared with a net loss attributable to common shareholders of $2.57 million on $71.17 million of total revenues during the prior year. Moss, Krusick & Associates, LLC, in Winter Park, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has negative working capital and relative low levels of cash and cash equivalents. These conditions raise substantial doubt about its ability to continue as a going concern. VICTORY EMS: Case Summary & 13 Unsecured Creditors -------------------------------------------------- Debtor: Victory EMS, Inc. 1275 North Air Depot Blvd Oklahoma City, OK 73110-3333 Case No.: 14-10429 Chapter 11 Petition Date: February 10, 2014 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Hon. Niles L. Jackson Debtor's Counsel: Roland V. Combs, III, Esq. LAW FIRM OF ROLAND V. COMBS III & ASSOC P.O. Box 60647 4401 NW 4th Street Suite 121 Oklahoma City, OK 73146-0647 Tel: (405) 942-7866 Fax: 405-942-7845 Email: rolandvcombs@sbcglobal.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $100,000 to $500,000 The petition was signe by Joe Weaver, chief operations manager. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/okwb14-10429.pdf VINCE YOUNG: To Exit Chapter 11 Quickly with Deal ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Vince Young, the star college quarterback who went on to play six season in the National Football League, won't be in bankruptcy much longer. According to the report, Young sought Chapter 11 protection on Jan. 17 in Houston and filed papers on Jan. 31 saying he's settled disputes with Pro Player Funding, the lender whose actions prompted bankruptcy. Young quarterbacked the University of Texas to a collegiate title in 2005 before playing five seasons for the NFL's Tennessee Titans and one with the Philadelphia Eagles, the report related. Young sought Chapter 11 protection because Pro Player was about to seize his assets, according to court papers. A third party purchased the Pro Player debt, the report further related. Young said he worked out an arrangement to pay that party in full. Amounts weren't stated. In seeking dismissal of the bankruptcy, Young said he will pay all creditors in full within 10 days, excluding lenders with liens on his home and car, the report added. The case is In re Vincent P. Young Jr., 14-bk-30400, U.S. Bankruptcy Court, Southern District of Texas (Houston). Brian Kilmer, Esq., serves as Young's bankruptcy lawyer. Sean Bellew, Esq., represents Pro Player Funding. VIVARO CORP: Court Rules in Suit Against Raza Communication ----------------------------------------------------------- Bankruptcy Judge Martin Glenn granted, in part, and denied, in part, the Motion for Partial Judgment on the Pleadings Pursuant to Rule 7012 of the Federal Rules of Bankruptcy Procedure and Rule 12(c) of the Federal Rules of Civil Procedure Dismissing Counterclaim of Raza Communication, Inc., filed by Kare Distribution, Inc., in the lawsuit, VIVARO CORPORATION, STI PREPAID, LLC, KARE DISTRIBUTION, INC., STI TELECOM, INC., TNW CORPORATION, STI CC 1, LLC and STI CC 2, LLC, Plaintiffs, v. RAZA COMMUNICATION, INC. and SALIM HEMANI, individually, Defendants, Adv. Proc. No. 12-01928 (MG) (Bankr. S.D.N.Y.). The disputes arise from a distribution agreement between Kare and Raza, whereby Kare sold prepaid calling cards to Raza, which Raza agreed to distribute in an exclusive territory in Chicago. When Raza failed to pay substantial outstanding invoices, Kare stopped honoring the exclusivity clause in the distribution agreement and ultimately terminated the distribution agreement. Kare sued Raza to recover the amount due; Raza counterclaimed, seeking to recover alleged lost profits because Kare sold to parties that Raza claims were in Raza's exclusive territory. The distribution agreement, governed by New York law, contains a limitation of liability clause barring recovery of consequential damages. Kare asserts it is entitled to judgment on the pleadings on Raza's consequential damages claim. Kare also seeks to dismiss the one counterclaim asserted by Raza. The Plaintiffs allege that Raza owes $1,012,820 for calling cards that Kare delivered to Raza, and $87,414.79 for calling cards that STi Prepaid delivered to Raza. According to Judge Glenn, "Each party accuses the other of breaching the Distribution Agreement. Whether Raza's alleged material breach of contract by failing to pay amounts due excused Kare's performance of the exclusive distribution clause cannot be determined on a motion to dismiss. But on the pleadings before the Court, Raza has not pleaded facts sufficient to avoid the limitation of liability clause in the Distribution Agreement. For the reasons stated . . . the Motion is GRANTED in part, and the Counterclaim is dismissed without prejudice to the extent it seeks to recover consequential damages; the Motion is DENIED insofar as it seeks to dismiss the Counterclaim in its entirety." A copy of Judge Glenn's Feb. 6, 2014 Memorandum Opinion and Order is available at http://is.gd/5CxlmSfrom Leagle.com. Zieske Law's William F. Zieske, Esq., argues for the Defendants. About Vivaro Corp. Vivaro Corp., which specializes in the sale of international calling cards in the U.S., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six other related companies, including Kare Distribution Inc., STi Prepaid, LLC, STI Telecom, Inc., TNW Corporation, STi1, LLC and STi2, LLC. Bankruptcy Judge Martin Glenn oversees the case. The Debtors are represented by John R. Goldman, Esq., Frederick E. Schmidt, Jr., Esq., and Justin B. Singer, Esq., at Herrick, Feinstein LLP. Garden City Group Inc. is the claims and notice agent. SSG Capital Advisors, LLC, serves as investment banker. UHY Advisors NY, Inc. and UHY LLP provide accounting and tax services. Vivaro tapped Marotta Gund Budd & Dzera, LLC, to provide crisis management services. The firm's Philip J. Gund serves as chief restructuring officer; B. Lee Fletcher serves as acting chief financial officer; and Lyle Potash serves as assistant restructuring officer. The Law Offices of Gabriel Del Virginia serves as special counsel to investigate and prosecute the avoidance actions. Womble Carlyle Sandridge & Rice, LLP, serves as special counsel for matters related compliance with the Federal Communications Commission rules and regulations in connection with the sale of the Debtors' assets. The U.S. Trustee for Region 2 appointed five members to the official committee of unsecured creditors. Arent Fox LLP, led by George P. Angelich, Esq., serves as counsel; and BDO Consulting is the financial advisor to the committee. In its schedules, Vivaro disclosed $47,530,929 in total assets and $51,643,053 in total liabilities. Angel Telecom Corporation disclosed that on Feb. 8, 2013, Next Angel LLC, a joint venture between Angel Telecom (Angel), Next Communications, Inc. and Marcatel Telecommunications, LLC, acquired substantially all of the assets of Vivaro and certain of its affiliates out of Vivaro's bankruptcy. Angel owns a 42.5% stake in Next Angel. Dow Jones' DBR Small Cap said the assets were sold for $4.5 million in cash plus $25 million in assumed liabilities. WHEATLAND MARKETPLACE: Can Use Cash Collateral Through Feb. 28 -------------------------------------------------------------- The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a second interim order extending the time, through and including Feb. 28, 2014, with which Wheatland MarketPlace, LLC, may use the cash collateral of the U.S. Bank National Association, as Trustee for Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass- Through Certificates, Series 2003-TOP12 acting by and through C- III Asset Management LLC, in its capacity as special servicer pursuant to the Oct. 1, 2003 pooling and servicing agreement. As adequate protection, the Debtor will pay $47,510.29 as adequate protection to the noteholder on or before Feb. 15, 2014. The Court will hold a final hearing on the further use of cash collateral on Feb. 25, 2014. As reported in the Troubled Company Reporter on Dec. 30, 2013, Judge Hollis entered an interim order allowing Wheatland MarketPlace to use until Jan. 31, 2014, the cash collateral of the U.S. Bank National Association, as Trustee for Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass- Through Certificates, Series 2003-TOP12 acting by and through C-III Asset Management LLC, in its capacity as special servicer pursuant to the Oct. 1, 2003 pooling and servicing agreement. Use of cash collateral will be in accordance with a budget. A copy of the budget is available for free at: http://bankrupt.com/misc/WHEATLANDMARKETPLACEcashcollbudget.pdf The cash collateral includes any cash or cash equivalents, funds or proceeds of or from that certain improved real property described in the mortgage and security agreement dated Aug. 27, 2003, executed by the Debtor for the benefit of Principal Commercial Funding to pay operating expenses of the Property. As adequate protection for the Debtor's use of cash collateral, (a) the Debtor will make a $95,021 payment to U.S. Bank by Jan. 15, 2014; provided, however, that the application of the payment by U.S. Bank against any indebtedness owing in accordance with the terms of the loan documents will be provisional only and subject to further court order, and (b) U.S. Bank will have nunc pro tunc as of the commencement of the Chapter 11 case, a replacement lien and security interest on all property acquired or generated postpetition by the Property, to the same extent and priority and of the same kind and nature as U.S. Bank's prepetition liens and security interests in the cash collateral. Wheatland Marketplace, LLC, owner of a commercial retail center in Naperville, Illinois, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013. The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan & Toolis, LLC, in Frankfurt, Illinois, as counsel. Coleen J. Lehman Trust and Lucy Koroluk each holds a 50% membership interest in the Debtor. XTREME POWER: Potential Buyers Have Until March 20 to Submit Bids ----------------------------------------------------------------- Xtreme Power on Feb. 10 disclosed that it won bankruptcy court approval on February 7 to eliminate a February deadline for bids and instituted a straight auction process in March. Horizon Technology Finance Corporation will provide debtor-in-possession financing and serve as the stalking horse at the auction with a bid of $10 million and a pledge not to compete with firms bidding higher. "This is all very good news -- qualified bids are now due March 18, with an auction on March 20," said Peter S. Kaufman, President and Head of Restructuring and Distressed M&A of Gordian Group LLC. "We also announced in court on Thursday that we have contacted over 100 buyers to purchase Xtreme Power, and about 30 firms have signed non-disclosure agreements to demonstrate their seriousness and gain access to management and Xtreme Power's confidential information." Last month, Xtreme Power filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Texas. The Chapter 11 filing enables the company to continue its operations at all locations as it identifies an acquirer. The decision to file for Chapter 11 protection is part of a strategy to ensure that the company and its cutting-edge value offerings continue to be viable in the marketplace and take advantage of growing energy storage markets. The company's core engineering, project development and operations staff will remain in place during this process. "With an unmatched track-record for deploying applications that work as designed, we're perfectly poised to take advantage of the latest developments in our market," said Alan Gotcher, CEO of Xtreme Power. On January 21, 2014, the Puerto Rico Electric Power Authority ("PREPA") announced the approval of eight projects for 210 MW of renewable energy requiring storage -- the culmination of years of preparation, in which Xtreme Power took an active role. In addition, California regulators recently approved an ambitious plan to install a large amount of energy storage projects totaling over 1,325 MW by 2020 to help the state meet its renewable energy mandate. Of note, large-scale pumped storage was excluded in favor of newer, more sophisticated technologies, like Xtreme Power's. The first bidding process will start by the end of 2014 and continue every two years. Also this week, several Caribbean nations committed to replacing diesel generators with renewable energy sources to power their grids. Xtreme Power retained Gordian Group LLC to assist in the sale of the company. Gordian Group LLC is one of the nation's leading independent investment banks specializing in complex and/or distressed financial advisory and mergers and acquisitions work. Gordian will work with Xtreme Power to help manage the sale process. With 12 projects in the field accounting for 60 MW of grid-scale installations, ranging from 1MW up to 36 MW, Xtreme Power's operational experience includes more than 34,100 MWh charged and discharged over 472,200 hours of integrated power unit operation. The grid-scale energy storage market is poised for significant growth in the next five years. Xtreme Power has already built the largest energy storage system of its kind for Duke Energy's Notrees wind energy farm in Texas, and has operations spanning from the Hawaiian Islands to the South Pole. Interested bidders should contact Gordian Group, care of Matthew Jacobs at (212) 486-3600 ext. 114 or mj@gordiangroup.com About Xtreme Power Xtreme Power focuses on the design, engineering, installation, and monitoring of integrated energy storage systems for power generators, grid operators and commercial and industrial end users, among others. Xtreme Power claims to be one of the world's leading grid-scale power control technology provider capable of integrating the full spectrum of energy generation sources and battery technologies. Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin, Texas, on Jan. 22, 2014. Judge Christopher H. Mott presides over the case. The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer, P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special counsel, Gordian Group, LLC, as investment banker and financial advisor. Xtreme Power Inc. estimated assets of at least $10 million and liabilities of at least $50 million. XTREME POWER: Hiring of Baker Botts & Gordian Group Opposed ----------------------------------------------------------- The City of Austin Police Retirement System objects to the requests filed by Xtreme Power Inc. and its debtor-affiliates with the U.S. Bankruptcy Court for the Western District of Texas to employ Baker Botts, LLP as special counsel and Gordian Group, LLC, to provide banking and financial advisory services. According to Austin Police, Baker Botts' representation of the Debtor while holding a reported claim in excess of $668,000 constitutes a clear conflict in this case. Moreover, this debt owed Baker Botts according to the Debtor's schedules constitutes an irreconcilable conflict. On its opposition to the employment of Gordian Group, Austin Police states that there is no need for Gordian Group to provide "investment banking and financial advisory services" if all of Xtreme Power's assets are to be sold. Austin Police's attorney can be reached at: Walter H. Tarcza, Esq. TARCZA & ASSOCIATES, LLC 228 St. Charles Ave., Suite 1310 New Orleans, LA 70130 Tel: (504) 525-6696 Fax: (504) 525-6701 About Xtreme Power Xtreme Power focuses on the design, engineering, installation, and monitoring of integrated energy storage systems for power generators, grid operators and commercial and industrial end users, among others. Xtreme Power claims to be one of the world's leading grid-scale power control technology provider capable of integrating the full spectrum of energy generation sources and battery technologies. Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin, Texas, on Jan. 22, 2014. Judge Christopher H. Mott presides over the case. The Debtors have tapped Shelby A. Jordan, Esq., Harlin C. Womble, Jr., Esq., Nathaniel Peter Holzer, Esq., Brennon Gamblin, Esq., Susan M. Womble, Esq., and Antonio Ortiz, Esq., at Jordan Hyden Womble & Culbreth & Holzer, P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special counsel, Gordian Group, LLC, as investment banker and financial advisor. Xtreme Power Inc. estimated assets of at least $10 million and liabilities of at least $50 million. Xtreme Power on Feb. 7 won bankruptcy court approval to eliminate a February deadline for bids and instituted a straight auction process in March. Horizon Technology Finance Corporation will provide debtor-in-possession financing and serve as the stalking horse at the auction with a bid of $10 million and a pledge not to compete with firms bidding higher. XZERES CORP: Paul DeBruce Stake at 15.9% as of Dec. 17 ------------------------------------------------------ In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Paul DeBruce disclosed that as of Dec. 17, 2013, he beneficially owned 6,666,666 shares of common stock of Xzeres Corp representing 15.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/rdwVhm About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. Xzeres incurred a net loss of $7.59 million on $4.51 million of gross revenues for the year ended Feb. 28, 2013, as compared with a net loss of $8.60 million on $3.96 million of gross revenues for the year ended Feb. 28, 2012. The Company's balance sheet at Nov. 30, 2013, showed $7.64 million in total assets, $12.27 million in total liabilities and a $4.62 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statement for the year ended Feb. 28, 2013. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. ZLOMREX INTERNATIONAL: U.K. Debt Arrangement Enforced in U.S. ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.K. debt arrangement proposed by Zlomrex International Finance SA, the financing vehicle for an integrated Polish steel producer, will be enforced in the U.S. According to the report, on Jan. 31, after no creditors objected, the New York judge ruled that the U.K. is home to the so-called foreign main proceeding, halting creditor actions in the U.S. The U.S. court is also enforcing the U.K. debt arrangement extending the Feb. 1 maturity of 117.9 million euros ($159.2 million) in 8.5 percent senior secured notes. The notes provided primary financing for affiliates Hutta Stali Jakosciowych SA, Ferrostal Labedy Sp, Zlomrex Metal Sp and their parent, Cognor SA, the report related. The company said it would be unable to refinance the notes at maturity. Although the financing vehicle is a French-incorporated business, the company avoided a bankruptcy in France because it would cause defaults on other obligations. The company said a Chapter 11 reorganization in the U.S. would be too costly. The debt restructuring is being carried out through proceedings initiated in November in the Chancery Division of the High Court of Justice of England and Wales, the report further related. The U.K. court is approving what?s known technically as a "scheme of arrangement," akin to Chapter 11 in the U.S. For full payment under the scheme, holders of the notes will be given new secured notes maturing in 2020 for 80 percent of the current debt, the report said. The other 20 percent will be in exchangeable debt securities to mature in 2021. About Zlomrex International Zlomrex International Finance SA filed a petition for Chapter 15 protection on Dec. 23, 2013 (Case No. 13-bk-14138, Bankr. S.D.N.Y.) to assist the Chancery Division of the High Court of Justice of England and Wales court in extending the Feb. 1 maturity of EUR117.9 million in 8.5 percent senior secured notes. White Case LLP serves as solicitors for Zlomrex International in the U.K. proceeding. * Chapter 13 Debt Limits Aren't 'Jurisdictional' ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that an objection that an individual in Chapter 13 has more debt than permitted by Section 109(e) of the Bankruptcy Code isn't "jurisdictional" and can be waived, according to U.S. District Judge Kenneth A. Marra in Miami. The report related that bankruptcy judge approved a Chapter 13 plan, prompting an appeal by a lender with a third lien on a home. The lender claimed that the bankrupt had more unsecured debt than Section 109(e) permits. According to the report, Judge Marra agreed with the bankruptcy court and ruled on Jan. 29 that the lender was barred by the doctrine of laches from raising the Section 109 issue. Information underlying the fault was available during two years the case was in active litigation with the lender. Although the U.S. Court of Appeals in Atlanta hadn't ruled on the issue, Judge Marra said that a majority of courts say that a Section 109 violation doesn't deprive the court of jurisdiction, the report related. Judge Marra said that violation of Section 109 didn't deprive the court of jurisdiction, so the objection could be waived or subject to laches, the report added. The case is General Lending Corp. v. Cancio, 13-bk-21030, U.S. Bankruptcy Court, Southern District of Florida (Miami). * Flour-Milling JV Planned by Cargill, ConAgra, CHS Again Delayed ----------------------------------------------------------------- John Kell, writing for The Wall Street Journal, reported that ConAgra Foods Inc., Cargill Inc. and CHS Inc. again pushed back the date they expect to combine their North American flour-milling businesses into a multibillion-dollar joint venture. According to the report, the delay comes nearly a year after the three companies said they would combine those businesses to form a new company, called Ardent Mills, which would unite ConAgra Mills and Horizon Milling, a joint venture formed in 2002 between Cargill and CHS. Ardent Mills will be the industry's biggest player, selling flour products to customers in the baking and food industries, the report related. But in July, the U.S. Justice Department said it was investigating the plan, and in a Securities and Exchange Commission filing on Feb. 10, ConAgra said the pushed-back date was due to the continuing regulatory review process, among other reasons, the report further related. The companies now expect the deal to close in the second quarter, after initially expecting the joint venture to form by the end of 2013, the report added. In November, they expected the deal to be completed in the first quarter of 2014. * Holder Widens Rights for Gay Married Couples ---------------------------------------------- Devlin Barrett, writing for The Wall Street Journal, reported that same-sex spouses will have the same legal rights in federal matters as other married couples when it comes to issues of bankruptcy, prison visits and testimony, under new policies to be issued on Feb. 10 by the Justice Department. According to the report, the move follows a Supreme Court decision last year that invalidated a key part of the Defense of Marriage Act that defined marriage as solely between a man and a woman. The Justice Department has been reviewing federal rules and regulations to see what it can legally change without legislation from Congress. The announcement is another indication of how quickly state and federal policies on gay rights are shifting; 17 states and the District of Columbia have legalized gay marriage, the report pointed out. But social conservatives said during the weekend that the Obama administration had reached far beyond the scope of the Supreme Court ruling, the report said. They have called for passage of an act that would require the federal government to defer to states' definitions of marriage -- meaning marriage-related rights of gay couples couldn't be recognized in states that haven't legalized same-sex marriage. Brian Brown, president of the National Organization for Marriage, called the decision a move by the administration "to undermine the authority and sovereignty of the states to make their own determinations regulating the institution of marriage," the report related. * Justice Department Sued Over $13 Billion JPMorgan Pact -------------------------------------------------------- Ben Protess, writing for The New York Times' DealBook, reported that with a record $13 billion sticker price, the settlement deal between JPMorgan Chase and the government captured the attention of Wall Street and Washington late last year. And yet, according to a lawsuit that a nonprofit group filed against the Justice Department on Feb. 10, the crucial details of the deal were for the government's eyes only, the report said. The lawsuit filed by Better Markets, a group critical of Wall Street, challenged the constitutionality of the deal, a landmark settlement stemming from accusations that JPMorgan overstated the quality of mortgage securities it sold before the financial crisis. According to the report, in a complaint filed on Feb. 10 in the United States District Court for the District of Columbia, Better Markets argued that the Justice Department violated the constitutional principle of separation of powers when it "unilaterally" struck the deal without a judge's blessing. "The executive branch, through DOJ, acted as investigator, prosecutor, judge, jury, sentencer and collector, without any review or approval of its unilateral and largely secret actions," Better Markets said in the lawsuit, the report cited. The lawsuit from Better Markets, the latest development in a case that was long thought to be closed, could provide a backdoor route for subjecting the deal to judicial scrutiny, the report related. Better Markets is seeking to have a judge approve an injunction that would scuttle the pact -- unless the Justice Department provides "an ample and detailed record so that such court may review all the facts and circumstances." * Kohlberg Kravis to Close 2 Mutual Funds ----------------------------------------- William Alden, writing for The New York Times' DealBook, reported that Kohlberg Kravis Roberts is closing two mutual funds less than two years after it started them, a setback for the private equity giant as it looks to attract smaller investors. According to the report, the two funds, the KKR Alternative High Yield Fund and the KKR Alternative Corporate Opportunities Fund, have stopped selling shares and plan to liquidate by around March 31, according to regulatory filings on Feb. 10. Investors will get their money back at that time. Started in 2012, the funds were part of K.K.R.'s strategy to attract capital from investors who would not be able to access traditional private equity funds, which count wealthy individuals and institutions as investors, the report related. Some of K.K.R.'s big rivals, including the Carlyle Group and the Blackstone Group, have also unrolled products aimed at retail investors. But the two K.K.R. funds were hurt by a competitive marketplace and a flawed design, according to a person briefed on the matter who was not authorized to speak publicly about it, the report further related. The corporate opportunities fund had an application process that was too onerous, adding paperwork for financial advisers and investors, this person said, the report added. In addition, its quarterly liquidity feature was a deterrent to investors who expected to be able to get their money back at any day they needed it. * Year Begins with Three Bank Failures in January ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Syringa Bank from Boise, Idaho, was taken over by regulators on Jan. 31. The six branches and the failed bank's assets were taken over by Sunwest Bank from Irvine, California. According to the report, Syringa, the third bank to fail in January, had $145.1 million in assets in September. The failure was estimated to cost the Federal Deposit Insurance Corp. $4.5 million. In 2013, there were 24 bank failures, about half the number from 2012, the report related. Last year's failures were the fewest since 2007, when there were three. Failed banks last year had a combined $6 billion in assets. In terms of number of bank takeovers, 2010 had the most since 1992 with 157 failures, the report said. Measured by assets, the most was $371 billion in 2008, when there were 25 failures. * Craig Wolfe Joins Sheppard Mullin's Bankruptcy Practice in N.Y. ----------------------------------------------------------------- Craig A. Wolfe has joined Sheppard, Mullin, Richter & Hampton LLP as a partner in the firm's Finance and Bankruptcy practice group, based in the firm's New York office. Mr. Wolfe joins from Kelley Drye & Warren. "Craig is an excellent fit with our marquee bankruptcy practice and adds additional breadth and depth to our shipping industry capabilities. His maritime insolvency specialty dovetails well with our maritime finance and maritime litigation practice in New York and San Francisco," said Guy Halgren, chairman of Sheppard Mullin. "Craig further diversifies our insolvency practice to include more debtor and committee work as well as to expand our cross-border work which already exists for U.S.-Bermuda, U.S.-EU, and U.S.- China. We are thrilled with Craig's arrival to further grow our 75-attorney Finance and Bankruptcy practice group," commented Ed Tillinghast, Sheppard Mullin's Finance and Bankruptcy practice group co-chair. "We work very hard to find the right people. Craig is one of those people. Last year we significantly grew our presence in New York by adding 20 attorneys. We welcome Craig, as we continue to expand the office and make further headway into the New York market," said Blaine Templeman, managing partner of Sheppard Mullin's New York office. "I am excited to join Sheppard Mullin, a top-notch full service firm that offers an excellent platform to grow my practice, particularly in the maritime and cross-border areas where Sheppard is a prominent player. In addition to the strength and breadth of the firm's bankruptcy practice, I am impressed with Sheppard Mullin's maritime industry expertise. I look forward to again practicing with my friend and former partner Rob Friedman, as well as other attorneys I previously practiced with who have joined Sheppard Mullin in New York in recent years," Mr. Wolfe stated. Mr. Wolfe's practice focuses on representing debtors, creditors' committees, individual creditors, lenders, purchasers of assets and indenture trustees in complex Chapter 9, Chapter 11, Chapter 15, and cross-border insolvency cases and out-of-court workouts. He has experience in all aspects of bankruptcy law. Wolfe regularly represents creditors' committees in the bankruptcies of companies in various industries, including the maritime, shipping, shipbuilding and offshore petroleum industries. He was the CEO of a maritime company for more than a decade and held a U.S. Coast Guard Master's License for more than two decades while having operated commercial vessels of all types. Mr. Wolfe has recently served as counsel to the official committees of unsecured creditors in the bankruptcy cases of TMT Shipping, B+H Ocean Carriers, U.S. Shipping, Derecktor Shipyards, Hawaii Superferry, and Bender Shipbuilding. He also represented the proposed official committee of unsecured creditors in the chapter 9 bankruptcy of Jefferson County, Alabama. Mr. Wolfe also represents chapter 11 debtors and has served as debtor's counsel for companies such as Contessa Premium Foods, Warnaco, Owens Corning, Horizon PCS, Federal Mogul, Imagyn Medical Technologies, Aragon Engineering and the Everyday convenience store chain. He further represents individual clients in the petroleum trading, offshore oil, pipeline, maritime, shipbuilding, food manufacturing, chemical, aircraft, steel, publishing, retail, manufacturing and printing industries. Mr. Wolfe received a J.D. from Yale Law School and an A.B., with highest distinction, from University of California, Berkeley. Sheppard Mullin has 60 attorneys based in its New York office. The firm's Finance and Bankruptcy practice group includes 75 attorneys firm wide. About Sheppard, Mullin, Richter & Hampton LLP Sheppard Mullin -- http://www.sheppardmullin.com-- is a full service Global 100 firm with 650 attorneys in 15 offices located in the United States, Europe and Asia. Since 1927, companies have turned to Sheppard Mullin to handle corporate and technology matters, high stakes litigation and complex financial transactions. In the U.S., the firm's clients include more than half of the Fortune 100. * John Gatti Joins Manatt as Partner in Litigation Division ----------------------------------------------------------- Manatt, Phelps & Phillips, LLP on Feb. 10 disclosed that John M. Gatti has joined the Los Angeles office as a partner in the Litigation Division and will serve as co-chair of the firm's national Entertainment Litigation practice group. He joins the firm from Stroock & Stroock & Lavan LLP, where he served as the chair of its Entertainment Litigation practice group. Considered one of the nation's leading entertainment litigators -- for six consecutive years TheHollywood Reporter has named Mr. Gatti to its "Power Lawyers: Top 100 Influential Attorneys in Entertainment" list -- Mr. Gatti has more than 25 years of commercial litigation experience representing clients in various industries, with an emphasis representing studios, television networks, film financiers, talent, gaming and sports entities, and independent entertainment production companies involved in the media, entertainment, sports, Internet and gaming industries. "John is a terrific addition to Manatt," said Matt Kanny, chair of the firm's national Litigation Division. "He is a superb litigator and proven leader. Substantively, his focus on entertainment and, in particular, motion pictures and television, complements Manatt's industry-leading work in this area. John joins an extraordinary team, and I know he and Entertainment Litigation practice co-chair Robert Jacobs will accomplish great things for clients." Mr. Gatti's litigation and trial involvement includes significant first-chair trial experience representing clients across a variety of industries before state, federal and bankruptcy courts. His practice includes representing individuals and corporations in complex business and commercial disputes. Current and past clients include CBS, Alcon Entertainment, Atom Factory, Sony/Columbia Pictures, Fox, MGM and Alan Ladd, Jr. His record of success includes actions for breach of contract, unfair competition, copyright and trademark infringement, profit participation claims, idea submission claims, media torts including defamation, invasion of privacy, and right to publicity and use of celebrity name and likeness in all media, including the Internet. William T. Quicksilver, Manatt's managing partner and chief executive officer, said Mr. Gatti's addition "further strengthens our outstanding national litigation platform and underscores our commitment to growth in our core industry sectors. John's work presents cross-practice opportunities in the areas of digital media, intellectual property, real estate, labor and employment, tax and corporate transactions. We are pleased to welcome him to the firm." "I'm energized by the opportunities this move presents," said Mr. Gatti. "Manatt combines one of the strongest litigation practices in the country with a top-flight entertainment practice. The firm has a reputation for deep industry expertise and excellent client service. I look forward to working with Robert to lead the practice and working with my new colleagues across the country." Mr. Gatti serves as a board member for the University of Southern California Entertainment Institute, Junior Achievement of Southern California, and the Inner City Law Center. He earned a J.D. and a B.S., magna cum laude, from the University of Southern California. Representing global corporate players and legendary talent across film, television, and music, Manatt provides entertainment and media clients with a full array of services. With coast-to-coast resources backing entertainment litigation teams in Los Angeles, New York, and San Francisco, the firm combines in-depth knowledge of industry deals and transactions with a proven record in entertainment and media litigation. Manatt's multidisciplinary practice represents clients in the television, radio, motion picture, music, digital entertainment, art and advertising sectors in high-profile disputes over copyright infringement and breach of contract, right of publicity matters, trademark claims, false advertising consumer class actions, and Digital Millennium Copyright Act claims. About Manatt, Phelps & Phillips, LLP Manatt, Phelps & Phillips, LLP -- http://www.manatt.com-- is one of the nation's leading law and consulting firms, with offices strategically located in California (Los Angeles, Orange County, Palo Alto, San Francisco and Sacramento), New York (New York City and Albany) and Washington, D.C. The firm represents a sophisticated client base -- including Fortune 500, middle-market and emerging companies -- across a range of practice areas and industry sectors. ********* 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 ***