/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140214.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, February 14, 2014, Vol. 18, No. 44 Headlines ABERDEEN LAND II: Plan Confirmation Objections Due March 20 ADAYANA INC: Sale to AVX Learning Closed in January AFFINITY HEALTHCARE: Case Summary & 20 Top Unsecured Creditors AMERICAN AIRLINES: American Eagle Pilot Leaders Reject Concessions AMERICAN AMEX: Braich Fails to Close Sale Deal by Jan. 31 Deadline ANDALAY SOLAR: Settles Potential Claims with ASC Recap ARC REALTY: Court Enters Final Decree Closing Reorganization Case ASPEN GROUP: Sophrosyne Stake at 8.95% as of Jan. 28 ASR CONSTRUCTORS: Wants Additional Time to File Chapter 11 Plan ATLANTIC COAST: Incurs $11.4 Million Net Loss in Fiscal 2013 ATLS ACQUISITION: To Tap Third Parties for Collateral Review ATLS ACQUISITION: Settlement With Integrated Media Approved ATLS ACQUISITION: Has Court OK to Hire EYCA as Financial Advisor ATLS ACQUISITION: Exclusive Plan Filing Deadline Moved to March 14 BEAZER HOMES: Incurs $5.1 Million Net Loss in Q1 2014 BERRY PLASTICS: Removes Annual Board Meeting Requirement BG MEDICINE: To Transfer Listing to NASDAQ Capital Market BLUE COAT: $50MM Add-on Loans No Impact on Moody's 'B2' CFR BON-TON STORES: Gabelli Funds Stake at 4.7% as of Jan. 24 BOREAL WATER: Former Accountant Affirms Report on Non-Renewal BROADVIEW NETWORKS: BlackRock Stake at 8.8% as of Dec. 31 BROOKSTONE INC: Mulls Bankruptcy Filing Within Weeks CASH STORE: Can't Sell Payday Loan Products in Ontario CENTENNIAL BEVERAGE: Judge Confirms 2nd Amended Plan CHA CHA ENTERPRISES: Wells Fargo Won't Block Exclusivity Extension CHAMPION INDUSTRIES: Reports $5.7MM Net Income in Fiscal 2013 CHARTER COMMUNICATIONS: Comcast Agrees to Buy Time Warner CHINA LOGISTICS: Incurs $139,000 Net Loss in Third Quarter COMMUNITY WEST: Inks Salary Continuation Pact with Executive COMMUNITY WEST: To Redeem $1.4-Mil. Outstanding Debentures COMMUNITY WEST: OCC Agreement Halted Amid Improvements COMPETITIVE TECHNOLOGIES: J. Finley Stake at 5.6% as of Dec. 31 CUI GLOBAL: GROW Partners Stake at 6.8% as of Dec. 31 CYCLONE POWER: Authorized Common Shares Hiked to 900 Million DETROIT, MI: Cancels Swaps Forbearance Deal With BofA, UBS DETROIT, MI: Bankruptcy Case Drew Interest in 2013 DOGWOOD PROPERTIES: Has OK to Use Magna Bank's Cash Collateral DOGWOOD PROPERTIES: Can Use Commercial Bank's Cash Collateral DRIVEIT FINANCIAL: Case Summary & Largest Unsecured Creditor DYCOM INDUSTRIES: Lower Revenues No Impact on Moody's Ba2 CFR DYNASIL CORP: Has Yet to Obtain Waivers for Covenant Violations ECO BUILDING: Authorized to Issue 30,000 Series A Pref. Stock ENDEAVOUR INTERNATIONAL: Obtains $125-Mil. of Term Loan Facility ENERGYSOLUTIONS INC: Suspending Filing of Reports with SEC ENERGY SERVICES: Obtains New $10.4MM Loan, Forbearance Canceled EPL OIL: Moody's Ups CFR to B2 & Sr. Unsecured Notes Rating to B3 ERF WIRELESS: Willow Creek Stake at 9.99% as of Jan. 29 ERIE COUNTY IDA: Fitch Maintains 'B' Rating on 2011 Revenue Bonds EURAMAX HOLDINGS: Signs Employment Agreement with CFO FIELD FAMILY: Second Amended Reorganization Plan Confirmed FINJAN HOLDINGS: Former Intel Exec. Joins as VP, IP Licensing FNBH BANCORP: Amends 2.3 Million Shares Rights Offering FREEDOM INDUSTRIES: UST Seeks to Probe Bankruptcy Lawyers FUSION TELECOMMUNICATIONS: Obtains $4.3MM From Stock Offering GLOBAL SHIP: Lenders Agree to Waive Feb. 10 Covenant Test GRAND CENTREVILLE: Can Use Cash Collateral Until July 31 GREAT LAKES PROPERTIES: Voluntary Chapter 11 Case Summary GREGORY CANYONS: Creditors File Involuntary Bankruptcy Petition GREGORY CANYONS: Involuntary Chapter 11 Case Summary GRIFFON CORP: Moody's Affirms B1 CFR & Rates Unsecured Notes B1 GRIFFON CORP: S&P Affirms 'BB-' CCR & Rates $550MM Sr. Notes 'BB-' GRUPO UNITED: Panama Says Canal Talks Making Progress GUIDED THERAPEUTICS: George Landegger Amends 13G Filing GULFCO HOLDING: Prospect Capital Seeks Dismissal of Ch. 11 Case HAAS ENVIRONMENTAL: Panel Hires EisnerAmper as Financial Advisor HAAS ENVIRONMENTAL: Hires Guida Realty as Real Estate Broker HERCULES OFFSHORE: BlackRock Stake at 5.48% as of Dec. 31 HERON LAKE: Posts $2.3 Million Net Income in Fiscal 2013 HOPE ACADEMY: Fitch Affirms 'BB' Rating on $8.88MM Revenue Bonds HOUSTON REGIONAL: Sports Network Is in Chapter 11 Officially HOVNANIAN ENTERPRISES: BlackRock Holds 8.8% of Class A Shares HOVNANIAN ENTERPRISES: Ara Hovnanian Owns 60% of Class B Shares ILLINOIS INSTITUTE: Fitch Affirms BB Rating on $189MM Rev. Bonds INTELLICELL BIOSCIENCES: Hanover No Longer a Shareholder INTELLIPHARMACEUTICS INT'L: Sabby Healthcare's Stake Down to 1.02% INTERNATIONAL LEASE: Fitch to Rate Delos Finance SARL Loan 'BB' KEMET CORP: BlackRock Stake at 6.2% as of Dec. 31 KEMET CORP: Morgan Stanley Stake at 8.5% as of Dec. 31 KEMET CORP: Files Form 10-Q, Incurs $5.8MM Net Loss in Q3 2014 LE CENTER, MN: Moody's Affirms 'B1' Rating on $6.6MM Debt LEHMAN BROTHERS: SIPA Trustee Begins Sale of Pools of Securities LIFE CARE: SOLIC Replaces Navigant as Financial Advisor LIFE CARE: Court OKs Hiring of Bryant Miller as Bond Counsel LIGHTSQUARED INC: Approved for New $33 Million Secured Loan LIQUIDMETAL TECHNOLOGIES: Amends 102MM Shares Resale Prospectus LOMBARD, IL: S&P Cuts ICR to B & Debt Certificates Rating to B- MCCLATCHY CO: Morgan Stanley Holds 7.7% of Class A Shares MCCLATCHY CO: Lonestar Partners Owns 5.3% of Class A Shares MDM OF LAKELAND: Voluntary Chapter 11 Case Summary MEDIA GENERAL: Provides Information on New Young Broadcasting MEDIA GENERAL: Registers 58.5 Million Shares for Resale MEDIA GENERAL: Eaton Vance Stake at 8.69% as of Dec. 31 MF GLOBAL: Corzine Opposes Shutting Down Computers MIDTOWN DEVELOPMENT: Voluntary Chapter 11 Case Summary MT LAUREL: Hires Pinnacle Advisory as Appraiser and Expert Witness MONTREAL MAINE: Judge Approves Increase to Bankruptcy Loan MUSCLEPHARM CORP: Issues Update Letter to Shareholders NEPHROS INC: Amends 9.1 Million Shares Prospectus NEW YORK CITY OPERA: Performers Celebrate 70th Anniversary NEWLEAD HOLDINGS: MG Partners Stake at 8.93% as of Dec. 31 NEXEO SOLUTIONS: Moody's Likely to Cut CFR to 'B' Over Leverage NII HOLDINGS: Prudential Stake at 10.5% as of Jan. 29 NORD RESOURCES: Extends Maturity of Convertible Note to July 18 NORMAN REGIONAL: S&P Ups Rating on 2005/2002 Rev Bonds From 'BB+' OPENLINK INT'L: Moody's Keeps 'B1' Rating on Repriced Term Loan OPTIM ENERGY: Proposes $115-Mil. of DIP Financing From Parent OPTIM ENERGY: Prime Clerk Okayed as Claims & Noticing Agent OPTIM ENERGY: Case Summary & 30 Largest Unsecured Creditors OPTIMUMBANK HOLDINGS: Incurs $2 Million Net Loss in 4th Quarter ORCKIT COMMUNICATIONS: Willing to Accept Noteholders' Proposal ORMET CORP: May Incur Additional Secured Debt ORTHOFIX INTERNATIONAL: Gets NASDAQ Listing Non-Compliance Notice OXYSURE SYSTEMS: Reduces Debt by Nearly $1 Million PATRIOT COAL: Cleanup of Slurry Spill Continues, DEP Says PHH CORP: Fitch Puts 'BB' LongTerm IDR on Rating Watch Evolving PHH CORP: S&P Revises Outlook to Negative & Affirms 'BB-' ICR PLY GEM HOLDINGS: Unit Closes Offering of $500-Mil. Senior Notes PLY GEM HOLDINGS: JPMorgan Stake at 5.2% as of Dec. 31 PREMIER JETS: Case Summary & 20 Largest Unsecured Creditors PRESSURE BIOSCIENCES: Iliad Research Stake at 5% as of Jan. 28 PROLOGIS INC: Fitch Currently Rates $100MM Preferred Stock 'BB+' QUANTUM CORP: Incurs $2.4 Million Net Loss in Fiscal Q3 QUIZNOS: Sandwich Chain Reduces Menu SAN BERNARDINO, CA: Carey Davis Elected as New Mayor SHOTWELL LANDFILL: March 25 Hearing on Consolidated Ch. 11 Plan SIMPLY WHEELZ: Secures FTC Approval for Sale to Catalyst SOUTHERN GENERAL: A.M. Best Lowers Issuer Credit Rating to 'bb' SUNEDISON INC: S&P Withdraws 'B+' CFR at Company's Request TNS INC: Moody's Alters Outlook to Neg., & Affirms 'B2' CFR TNS INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable TRINITY COAL: Consummates Chapter 11 Plan TRINITY COAL: Amended Reorganization Plan Declared Effective TRINITY COAL: CRO and CFO Cease Employment as of Effective Date TRONOX INC: Trust Opposes Anadarko Kerr-McGee Damages Cuts USEC INC: Extends Cooperative Agreement with DOE Until April 15 USG CORP: Boral Joint Venture Delayed Due to Regulatory Process VIGGLE INC: Buys Dijit, Expands Marketing & Promotions Platform VILLAGE AT KNAPP'S: International Bank Wants Case Dismissal VERTIS INC: Seeks Final Extension of Exclusive Periods VYCOR MEDICAL: Issues Additional $1.7 Million Units WAFERGEN BIO-SYSTEMS: Merlin BioMed Stake at 9.98% at Dec. 31 WEST CORP: Inks 4th Amendment to Wells Fargo Credit Agreement WEST HAVEN LUMBER: Voluntary Chapter 11 Case Summary WESTMORELAND COAL: Prices Add-On Offering of $425MM Senior Notes YELLOWSTONE MOUNTAIN: Blixseth Assessed $13.8MM for Contempt YP HOLDINGS: Moody's Affirms 'B2' CFR Over Term Loan Add-on YP HOLDINGS: S&P Keeps 'B' Rating on $1BB Loan After Debt Upsize YRC WORLDWIDE: Teamsters Extends CBA Until March 2019 YRC WORLDWIDE: Avenue Partners Amends Schedule 13D with SEC YRC WORLDWIDE: Amends Agreements with Carlyle YRC WORLDWIDE: Amici Capital Stake at 8.1% as of Jan. 24 YSC INC: Owners Retain Equity Under Reorganization Plan YSC INC: May Use Cash Collateral Through March 2014 * George Canellos to Join Milbank as Global Head of Litigation * Lifestyle Media Announces Leaders in Law Awards in South Florida * Sheppard Mullin Elects Eight Attorneys to Partnership * BOOK REVIEW: Land Use Policy in the United States ********* ABERDEEN LAND II: Plan Confirmation Objections Due March 20 ----------------------------------------------------------- At the behest of debtor Aberdeen Land II, LLC and Aberdeen Community Development District and U.S. Bank National Association, the bankruptcy court entered an order clarifying and setting forth these deadlines and requirements relating to confirmation of the Debtor's Chapter 11 plan: -- The last day for filing and serving fee applications is March 13, 2014, which is 21 days before the confirmation hearing; -- The last day for filing and serving objections to confirmation of the Plan is March 20, 2014; -- The final day for filing a ballot accepting or rejecting the Plan is March 20, 2014; and -- On or before March 31, 2014, at 5:00 p.m., the plan proponent will file with the court a confirmation affidavit. The U.S. Bankruptcy Court for the Middle District of Florida earlier entered an order granting a joint agreed ex-parte motion to continue hearing on the confirmation of the Debtor's Second Amended Plan of Reorganization to April 4, 2014, at 10:00 a.m. The court-approved disclosure statement says the Plan provides for the continued operation of the Property of the Debtor's Estate, by and through the Reorganized Debtor in accordance with the Plan. It provides for cash payments to holders of allowed claims in certain instances and for the transfer of property to certain holders of allowed secured claims as the indubitable equivalent of such allowed secured claims. The primary source of the funds necessary to implement the Plan initially will be the cash of the Reorganized Debtor, exit financing and the sales of portions or all of the Aberdeen real property. Full-text copies of the Second Amended Disclosure Statement, filed on Oct. 11, 2013, are available for free at: http://bankrupt.com/misc/ABERDEEN_2ndAmdDSOct11.PDF About Aberdeen Land II Aberdeen Land II, LLC, doing business as Aberdeen, owns a 1,316-acre master- planned community near Jacksonville, Florida. The project is designed for 1,623 single-family homes and 395 multi-family units. More than 1,000 units have been sold, leaving Aberdeen with 856 undeveloped lots and 28.1 acres zoned for commercial or residential use. Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04103) on July 1, 2013, in Jacksonville, Florida. The Debtor has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila & Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC, as special counsel, and Fishkind & Associates as expert consultants. Aberdeen owes $24 million in bonds that financed the project and more than $20 million to secured lenders with mortgages on the property. In its amended schedules, the Debtor disclosed $41,165,861 in assets and $31,189,704 in liabilities as of the petition date. No creditors' committee was appointed in the case. ADAYANA INC: Sale to AVX Learning Closed in January --------------------------------------------------- Adayana, Inc., now known as Persist Liquidating Corporation, said in a bankruptcy court filing that the sale of substantially all of its assets to AVX Learning LLC closed on Jan. 10, 2014. The bankruptcy court on Dec. 9, 2013, entered an order approving the sale of the assets to AVX. Although the Debtor and AVX explored the sale of one of the Debtor's subsidiaries to a third party, the parties could not reach a final agreement and no such transaction occurred. The purchase price paid by AVX to the Debtor under the APA was a credit bid of $5,000,000, plus any cure costs (which are estimated to be $0), plus the forgiveness of any postpetition credit extended by AVX. About Adayana, Inc. Adayana, Inc., is a holding company, incorporated under the laws of the state of Minnesota. Its primary assets are its equity ownership interests in two separate operating companies, ABG, an Adayana Company, and Vertex Solutions, Inc., one of which is headquartered in Indianapolis, and the other in Virginia. Both operating companies are in the "human capital" business, providing an array of technology-based consulting and training services. Adayana valued the subsidiaries' stock at $8 million to $12 million as of March 31, 2013. It also owns personal property with book value of $949,280. Adayana, along with its two subsidiaries, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 13-10919) on Oct. 14, 2013. The Debtors are represented by Michael P. O'Neil, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, Indiana. Nancy J. Gargula, the United States Trustee for Region 10, said that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Adayana, Inc. The Debtor changed its name to Persist Liquidating Corporation on January 10, 2014 after selling its assets to AVX Learning LLC. AFFINITY HEALTHCARE: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Affinity Healthcare Services, Inc. 216 Aquarius Drive, Suite 315 Homewood, AL 35209 Case No.: 14-00477 Chapter 11 Petition Date: February 12, 2014 Court: United States Bankruptcy Court Northern District of Alabama (Birmingham) Judge: Hon. Tamara O Mitchell Debtor's Counsel: Herbert M Newell, III, Esq. NEWELL & HOLDEN, LLC 2117 Jack Warner Parkway Ste 5 Tuscaloosa, AL 35401 Tel: 205 343-0340 Email: hnewell@newell-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Sandra R. McKenzie, president and CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/alnb14-477.pdf AMERICAN AIRLINES: American Eagle Pilot Leaders Reject Concessions ------------------------------------------------------------------ The American Eagle Master Executive Council (MEC), represented by the Air Line Pilots Association, Int'l, voted on Feb. 12 to reject a recently negotiated agreement that would have provided contract concessions in return for American Airlines Group (AAG) refleeting American Eagle Airlines with new Embraer 175 regional jets. "The vote [Thurs]day was about the future of our pilots' pay and working conditions," said Capt. William Sprague, chairman of the Eagle MEC. "Eagle pilots ratified a concessionary agreement during AMR's bankruptcy in 2012, but our management wanted to reengage us for additional concessions a mere 10 days after AAG exited bankruptcy. "Our elected representatives agreed that this new round of concessions was asking too much of a pilot group that has already given up previously agreed-to contractual work rules and benefits in order to ensure American Eagle's solvency. We can no longer stand by and watch our wages continue to be eroded when profits continue to be made. "Company representatives made it clear during these negotiations that, should the agreement be rejected, AAG will place additional aircraft with other carriers, closing the door on additional opportunities for the Eagle pilots. The Eagle MEC will explore all options in the coming weeks to advance the interests of Eagle pilots." Founded in 1931, ALPA -- http://www.alpa.org-- is the world's largest pilot union, representing nearly 50,000 pilots at 31 airlines in the United States and Canada. About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. AMERICAN AMEX: Braich Fails to Close Sale Deal by Jan. 31 Deadline ------------------------------------------------------------------ American Amex, Inc. filed a report of status of sale saying that Erwin Singh Braich has failed to abide by the court's order directing a closing of the sale of substantially all of the assets by Jan. 31, 2014. The Debtor said that prior to closing and until the first week of February, it was engaged with several communications with the buyer, Mr. Braich, as trustee of the Peregrine Trust. However, as of Feb. 5, there is no information concerning the wire transfer of the funds and Mr. Braich refuses to disclose any information concerning this. The court on Dec. 4, 2013, entered an order approving American Amex's sale of all or substantially all assets free and clear of interests, liens, and encumbrances. The parties agreed that, should Braich not close, then the property would be sold to the highest bidder. The Debtor believes the sale of the Buffalo Mine should fetch at least $27 million, which is more than enough to pay all claims scheduled and/or filed. A copy of the report filed Feb. 5, is available for free at: http://bankrupt.com/misc/American_Amex_Sale_Report.pdf Responding to the report, Mr. Braich said he disagrees with the characterizations of the events that occurred and requested that, as need be, an evidentiary hearing if such facts are in issue before the court. Mr. Braich accepts, however, the proposed resolution of the matter as set forth at paragraph 10 of the Debtor's Report of Status of Sale: "[T]hat the Court enter an order requiring Mr. Braich to cause the funds to be delivered to Land Title, physically, by 12:00 Noon, PST, on 2/14/14." The Court held a status hearing on Feb. 6. The judge said that the court will only consider a motion to extend the sale if money is in escrow or in attorney's trust account. Sale Would Be Free From McFadden's Claims In earlier filings, Mr. Braich, as trustee of the Peregrine Trust, asked the court to enter a supplemental order directing that the sale of American Amex, Inc.'s assets to Mr. Braich is free and clear of claims of Timothy McFadden. Timothy McFadden, Global HUB International Realty (Managing Broker) Flagship of the Global Hub International on Dec. 18, 2013, filed a claim by e-mail to Judge Randall Dunn. An objection to the McFadden claim was filed by the Debtor's attorneys on Dec. 20, 2013. Mr. Braich tells the court that he does not want to wire $27.5 million to the closing escrow without the court's order that the sale is free and clear of the McFadden claim. Mr. Braich is represented by: TARLOW NAITO & SUMMERS, LLP Brent G. Summers, Esq. 150 SW Harrison Street, Suite 200 Portland OR 97201 Tel: 503-968-9000 Fax: 503-968-9002 E-mail: brent.summers@tnslaw.net Following a hearing on Jan. 24, U.S. Bankruptcy Judge Randall L. Dunn entered an order on Jan. 27 providing that: -- The closing of the sale will occur by close of business on Jan. 31, 2014. -- Upon closing of the sale, a report of sale will be filed with the court. -- The claims of Grant County for property taxes, Sable Palm, Robert Hills, and Raymond Weilage, to the extent specified in a prior order of the court, will be paid, as wells as closing costs and fees of the title company. The title company will retain all further sums pending further order of the court. -- The property is to be sold free and clear of liens, claims and interests of any claim of McFadden, in addition to those previously specified. -- The McFadden claim will be determined by subsequent proceedings. McFadden Bid to Delay Sale Closing Denied American Amex, Inc., sought and obtained an order denying an attempt by Luis Morales, on behalf of Timothy M. McFadden, to extend by 30 days the scheduled closing of the sale of the Debtor's assets, in light of the claim asserted by Mr. McFadden. U.S. Bankruptcy Judge Randall L. Dunn, following a hearing Jan. 24, ruled, "IT IS ORDERED that the Motion is DENIED for the reasons stated on the record at the Hearing." The Debtor in its objection pointed out that the request for extension was not filed by an attorney. The Debtor said Luis Morales is required to be an attorney pursuant to LBR 9010 and LR 83-1. Counsel of the Debtor, D. Blair Clark, Esq., points out that the request for extension admits that Mr. McFadden filed a $3,000,000 claim. The Court directed Mr. McFadden to perform specified requirements in order to pursue his claim and gave notice that failure to do so would result in disallowance of the claim. To date, nobody has done so, the Debtor said in a Jan. 23 filing. According to Mr. Clark, even if there were a valid claim filed, there is no reason to stop or delay the sale. The liens (none of which Mr. McFadden asserted) would attach to the proceeds of sale. There is more than enough money set aside in order to pay the claim if it is valid, which the Debtor vigorously denies it is. Mr. Morales asserts that he has documentation that "earns him the right to a commission" when the sale is consummated and then requests that the closing be delayed. There is no reason to delay this closing, and as Mr. Morales was advised, the money to pay this claim was being retained pending determination, if any, Mr. Clark tells the Court. About American Amex American Amex, Inc., filed for Chapter 11 protection petition (Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012. The Law Offices of D. Blair Clark PLLC has been tapped as counsel. In its amended schedules, the Debtor disclosed $34,000,000 in total assets and $10,490,026 in total liabilities. The Debtor is the legal owner of a mine in Grant County, Oregon, known historically as the "Buffalo Mine." American Amex in December 2013 won confirmation of its sale-based Chapter 11 plan. Under the Plan, all creditors are receiving full payment from the proceeds from the sale of the Debtor's Buffalo Mine. ANDALAY SOLAR: Settles Potential Claims with ASC Recap ------------------------------------------------------ Andalay Solar, Inc., entered into a settlement of potential claims agreement with ASC Recap LLC on Jan. 22, 2014. Pursuant to the Agreement, ASC has offered to purchase (and in one (1) case has already purchased) approximately $3.7 million of the Company's prior debt owed to four creditors for past due services at a substantial discount to face value to which the Company has agreed to issue to ASC certain shares of its common stock in a Section 3(a)(10) 1933 Act proceeding. The shares of common stock that the Company has agreed to issue to ASC in full payment for, and as a release of any debt it purchases from the Creditors, is anticipated to have, upon issuance, a market value equal to approximately 25 percent of the principal amount of the outstanding debt of the Company. In the case of the debt ASC already purchased from one (1) Creditor, the value of the stock that the Company agreed to issue was 250 percent of the discounted purchase price ASC paid to purchase the debt from the Creditor, and approximately 25 percent of the original amount the Company owed to the Creditor. The stock to be issued by the Company and the purchase of the debt by ASC of the remaining three Creditors is subject to the acceptance of offers by the Creditors. About Andalay Solar Founded in 2001, Andalay Solar, Inc., formerly Westinghouse 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. ARC REALTY: Court Enters Final Decree Closing Reorganization Case ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada on Jan. 23 entered a final decree determining that the estate of Arc Realty Ventures, LLC, has been fully administered, and therefore closed. On Dec. 18, 2013, pursuant to the application of North-East Realty, LLC for entry of an order dismissing the Debtor's case, the Court ordered that the proceeding is dismissed. On Dec. 13, Jerrold S. Kulback, Esq., at Archer & Greiner, a Professional Corporation, on behalf of NER, replied to the Debtor's objection to NER's motion for an order dismissing the case, or, in the alternative, for relief from the automatic stay, stating that, among other things, NER has standing to prosecute the motion, the fact that NER collaterally pledged the loans to Third-Eye Capital (TEC) does not mean that NER lacks standing. One only has to review the pledge agreements to determine that NER remains the real party in interest with the right to enforce the loan documents, NER said. The Debtor, in its objection to NER's motion, stated that NER holds no claim against the Debtor's estate, other than an indirect interest through an equitable right of redemption of the mortgage, assignment of rents and promissory note secured by the Debtor's real property. About Arc Realty Ventures, LLC Warren, New Jersey-based Arc Realty Ventures, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 31, 2013 (Case No. 13-33862, Bankr. D.N.J.). The case is assigned to Judge Christine M. Gravelle. The Debtor is represented by Eduardo J. Glas, Esq., at McCarter & English, in Newark, New Jersey. The Debtor has estimated assets ranging from $10 million to $50 million and estimated liabilities ranging from $1 million to $10 million. The petition was signed by Murty Azzarapu, manager. ASPEN GROUP: Sophrosyne Stake at 8.95% as of Jan. 28 ---------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Sophrosyne Capital, LLC, disclosed that as of Jan. 28, 2014, it beneficially owned 6,041,838 shares of common and warrants (exercisable into common stock) of Aspen Group Inc. representing 8.95 percent of the shares outstanding. Sophrosyne Capital previously reported beneficial ownership of 3,571,428 common shares and warrants (exercisable into common stock) as of Oct. 11, 2012. A copy of the regulatory filing is available for free at http://is.gd/iAJwFm About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. The Company's balance sheet at Oct. 31, 2013, showed $4.49 million in total assets, $5.45 million in total liabilities and a $957,652 total stockholders' deficiency. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. ASR CONSTRUCTORS: Wants Additional Time to File Chapter 11 Plan --------------------------------------------------------------- James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, on behalf of ASR Constructors, Inc., et al., asks the U.S. Bankruptcy Court for the Central District of California to extend the Debtors' exclusive periods to file and solicit acceptances of a Chapter 11 bankruptcy plan for approximately 60 days from Another Meridian Company, LLC's and Inland Machinery, Inc.'s current exclusivity periods. The exclusivity period by which only ASR may file a plan of reorganization is scheduled to expire on Jan. 21, 2014, and the period during which only ASR is authorized to solicit acceptances of the plan will expire on March 19. ASR filed the request for an extension before the exclusive periods was set to expire. The exclusivity period by which only Meridian and Inland may file a plan will expire on Feb. 20, and the period during which only Meridian and Inland are authorized to solicit acceptances of the plan will expire on April 21. According to Mr. Bastian, the extension will enable the Debtors to address the principal disputes in the case impacting their Chapter 11 plan. Mr. Bastian adds that an effective chapter 11 plan cannot be filed until certain lien disputes are resolved. Furthermore, distribution to unsecured claims depends on resolution of the lien disputes or payment in full on secured claims, which may not be known until the ASR bonded projects are completed and sureties/insurers like Federal and Berkeley exhaust collection of all receivables due on the pending ASR projects. This is the Debtors' first request for an extension of the exclusivity periods. About ASR Constructors ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-25794) on Sept. 20, 2013. The petition was signed by Alan Regotti as president. The Debtor estimated assets and debts of at least $10 million. Judge Mark D. Houle presides over the case. James C Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's counsel. The Law Office of John D. Mannerino serves as corporate counsel to the Debtor. Rodgers, Anderson, Malody & Scott LLP CPAs serves as accountant to the Debtor. ATLANTIC COAST: Incurs $11.4 Million Net Loss in Fiscal 2013 ------------------------------------------------------------ Atlantic Coast Financial Corporation reported a net loss of $6.88 million on $6.90 million of total interest and dividend income for the three months ended Dec. 31, 2013, as compared with a net loss of $293,000 on $7.91 million of total interest and dividend income for the same period a year ago. For the year ended Dec. 31, 2013, the Company incurred a net loss of $11.40 million on $28.83 million of total interest and dividend income as compared with a net loss of $6.66 million on $33.50 million of total interest and dividend income during the prior year. The Company's balance sheet at Dec. 31, 2013, showed $733.63 million in total assets, $668.10 million in total liabilities and $65.52 million in total stockholders' equity. Atlantic Coast reported strong capital levels and superior asset quality at Dec. 31, 2013. A non-performing asset sale reduced problem assets to pre-recession levels. A capital raise resulted in best-in-class capital ratios. Commenting on the announcement, John K. Stephens, Jr., president and chief executive officer, said, "We are very pleased with the position of the Bank at December 31, 2013. We recently raised more than $45 million in a public offering that was very well received by investors. During the fourth quarter, we also disposed of most of our non-performing assets. We anticipate completing the sale of two additional other real estate owned assets in the first quarter; with those dispositions, on which we do not expect to take additional losses, non-performing assets will represent less than 1% of total assets. Our capital ratios are now very strong, exceeding those of almost all community banks in our market area. These actions, coupled with recent additions to staff in new business development roles, have left us well positioned to move the Company forward, serve our customers, and create value for our stockholders." James D. Hogan, executive vice president and chief financial officer, commented, "With strong capital ratios and a clean balance sheet, we believe we are well positioned to return to profitability. In the first quarter of 2014, our long-term debt will begin to mature, which will help reduce our cost of funds. We also should generate significant savings in expenses from having a very low level of non-performing assets. As a result, we expect that the Bank will return to profitability in 2014." A copy of the press release is available for free at: http://is.gd/swZ4F2 About Atlantic Coast Jacksonville, Florida-based Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community- oriented financial institution serving northeastern Florida and southeastern Georgia markets through 12 locations, with a focus on the Jacksonville metropolitan area. The Company reported a net loss of $6.66 million on $33.50 million of total interest and dividend income for the year ended Dec. 31, 2012, as compared with a net loss of $10.28 million on $38.28 million of total interest and dividend income in 2011. Total assets were $714.1 million at Sept. 30, 2013, compared with $772.6 million at Dec. 31, 2012, as the Company has continued to manage asset size consistent with its overall capital management strategy. McGladrey LLP, in Jacksonville, 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 suffered recurring losses from operations that have adversely impacted capital at Atlantic Coast Bank. The failure to comply with the regulatory consent order may result in Atlantic Coast Bank being deemed undercapitalized for purposes of the consent order and additional corrective actions being imposed that could adversely impact the Company's operations. This raises substantial doubt about the Company's ability to continue as a going concern. ATLS ACQUISITION: To Tap Third Parties for Collateral Review ------------------------------------------------------------ ATLS Acquisition, LLC, and its debtor-affiliates sought and obtained authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to engage third- parties to conduct a field examination, an inventory appraisal and real estate appraisals of the Debtors' business on behalf of potential lenders in connection with the Debtors' on-going exit financing process and to pay fees and expenses in connection therewith. The Debtors are in the process of obtaining financing to allow them to fund a plan of reorganization. The Debtors will not be able to obtain committed financing from any of the interested lenders without engaging third parties to complete a collateral review. The Debtors seek authority to use cash collateral to engage third-parties to conduct a field examination, an inventory appraisal and a real estate appraisals for the three owned properties in order to facilitate obtaining committed financing for their a plan of reorganization. The Collateral Review will not exceed $150,000 without the consent of the Official Committee of Unsecured Creditors or additional order from the Court. Allowing the Debtors to directly or, as it pertains to appraisers, through a financing provider, engage a field examiner, an inventory appraiser and a real estate appraiser will benefit the Debtors' estates, as the parties interested in providing financing may otherwise insist on utilizing a number of third-party field examiners and appraisers. The Debtors estimate that a collateral review would take at least three to four weeks to complete given the situation and size of the potential transaction. Once completed, the lenders will need time to evaluate the results of the Collateral Review before providing a commitment to the Debtors. The Debtors seek to emerge from Chapter 11 as soon as possible this spring. Moving forward expeditiously with a Collateral Review is crucial to the Debtors' ability to timely emerge from Chapter 11. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., and Joseph P. Davis, Esq., at Greenberg Traurig, LLP; and Enu Mainigi, Esq., and Jennifer G. Wicht, Esq., at Williams & Connolly LLP, Washington, D.C., serve as the Debtor's counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. An official committee of unsecured creditors has been appointed in the case and consists of LifeScan, Inc., Abbott Laboratories, and Teva Pharmaceuticals USA, Inc. They are represented by Joseph H. Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent, Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein Sandler LLP. The Committee has tapped Mesirow Financial Consulting, LLC, as financial advisors. ATLS ACQUISITION: Settlement With Integrated Media Approved ----------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware has approved the settlement agreement and mutual general release between Liberty Medical Supply, Inc., and Integrated Media Solutions Partners LLC, resolving certain claims for indemnification, counsel fees and expenses asserted by Liberty against IMS. Under the Settlement Agreement, IMS will pay to Liberty the total sum of $120,000 as provided in the Settlement Agreement. Liberty and IMS will exchange mutual general releases. The Settlement Agreement represents a compromise of claims that are disputed as to validity and amount, and is not an admission of liability or fault by either Liberty or IMS. With the exception of the mutual general releases, there are no third-party beneficiaries to the Settlement Agreement. The Settlement Agreement, and all claims and controversies arising out of or related to the Settlement Agreement, will be governed by the substantive law of New York, without regard to its conflict of laws principles. On Dec. 14, 2009, Liberty and IMS entered into an advertising services agreement, pursuant to which IMS provided advertising services to Liberty. Thereafter, Bonro Medical, Inc., filed a lawsuit against Liberty in the U.S. District Court for the Southern District of Georgia. In the complaint, Bonro alleged violations of the federal Lanham Act, 15 U.S.C. Section 1125 and a violation of Bonro's rights under the common law of Georgia. Liberty demanded that IMS defend and indemnify Liberty with respect to the claims asserted by Bonro. The Lawsuit was settled and the proceedings were dismissed with prejudice. Liberty and IMS jointly funded the settlement of the Lawsuit. Liberty incurred counsel fees and expenses in defending the allegations asserted in the Lawsuit. Liberty demanded that IMS reimburse it for the fees and expenses incurred by Liberty. IMS disputed their responsibility for Liberty's counsel fees and expenses in connection with the Lawsuit. After negotiations IMS and Liberty have reached an agreement to resolve the dispute over the counsel fees incurred in the Lawsuit and all other claims that Liberty and IMS may have against each other, if any. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., and Joseph P. Davis, Esq., at Greenberg Traurig, LLP; and Enu Mainigi, Esq., and Jennifer G. Wicht, Esq., at Williams & Connolly LLP, Washington, D.C., serve as the Debtor's counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. An official committee of unsecured creditors has been appointed in the case and consists of LifeScan, Inc., Abbott Laboratories, and Teva Pharmaceuticals USA, Inc. They are represented by Joseph H. Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent, Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein Sandler LLP. The Committee has tapped Mesirow Financial Consulting, LLC, as financial advisors. ATLS ACQUISITION: Has Court OK to Hire EYCA as Financial Advisor ---------------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware has granted ATLS Acquisition, LLC, and its debtor-affiliates to employ Ernst & Young Capital Advisors, LLC, as financial advisor, nunc pro tunc to Jan. 1, 2014. As reported by the Troubled Company Reporter on Feb. 11, 2014, the Debtors require EYCA to, among other things: (a) evaluate the Debtors' potential debt capacity in light of projected cash flows; (b) advise the Debtors on financial issues in connection with the Debtors' determination of a capital structure in connection with a Financing; and (c) advise the Debtors on tactics and strategies for negotiating with lenders or investors. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., and Joseph P. Davis, Esq., at Greenberg Traurig, LLP; and Enu Mainigi, Esq., and Jennifer G. Wicht, Esq., at Williams & Connolly LLP, Washington, D.C., serve as the Debtor's counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. An official committee of unsecured creditors has been appointed in the case and consists of LifeScan, Inc., Abbott Laboratories, and Teva Pharmaceuticals USA, Inc. They are represented by Joseph H. Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent, Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein Sandler LLP. The Committee has tapped Mesirow Financial Consulting, LLC, as financial advisors. ATLS ACQUISITION: Exclusive Plan Filing Deadline Moved to March 14 ------------------------------------------------------------------ The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware has extended the period within which only ATLS Acquisition, LLC, and its debtor-affiliates may file a plan of reorganization through and including March 14, 2014, and the period within which only the Debtors may solicit acceptances of a plan through and including May 14, 2014. Any motion to further extend the Exclusive Periods will be set for the hearing scheduled on March 13, 2014. As reported by the Troubled Company Reporter on Jan. 31, 2014, the Debtors sought the extension, saying that they have made tremendous progress to resolve the complex issues affecting the Chapter 11 cases, including, among other things, initiating an exit financing process which is on-going and has resulted in multiple expressions of interest. Specifically, the Debtors have executed nondisclosure agreements with 17 parties and produced a confidential information memorandum detailing the current situation and financial overview. As of Jan. 10, 2014, the Debtors had received preliminary term sheets from eight parties with indication the a few more may be received in the coming days. The term sheets are subject to customary business, financial and legal due diligence which the Debtors intend to address during the requested extension. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., and Joseph P. Davis, Esq., at Greenberg Traurig, LLP; and Enu Mainigi, Esq., and Jennifer G. Wicht, Esq., at Williams & Connolly LLP, Washington, D.C., serve as the Debtor's counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. An official committee of unsecured creditors has been appointed in the case and consists of LifeScan, Inc., Abbott Laboratories, and Teva Pharmaceuticals USA, Inc. They are represented by Joseph H. Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent, Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein Sandler LLP. The Committee has tapped Mesirow Financial Consulting, LLC, as financial advisors. BEAZER HOMES: Incurs $5.1 Million Net Loss in Q1 2014 ----------------------------------------------------- Beazer Homes USA, Inc., reported a net loss of $5.13 million on $293.17 million of total revenue for the three months ended Dec. 31, 2013, as compared with a net loss of $20.38 million on $246.90 million of total revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2013, showed $1.93 billion in total assets, $1.69 billion in total liabilities and $235.60 million in total stockholders' equity. "We continued to make year-over-year improvements in our key operational metrics during the quarter," said Allan Merrill, CEO of Beazer Homes. "Higher sales per community, average sales prices and gross margins led us to improved adjusted EBITDA and kept us on track to achieve full year profitability for Fiscal 2014." A copy of the press release is available for free at: http://is.gd/1AC9Kf About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." Beazer Homes incurred a net loss of $33.86 million for the year ended Sept. 30, 2013, a net loss of $145.32 million for the year ended Sept. 30, 2012, and a net loss of $204.85 million for the year ended Sept. 30, 2011. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD' from 'Caa2-PD'. The ratings upgrade reflects Moody's increasing confidence that Beazer's credit metrics, buoyed by a stregthening housing market, will gradually improve for at least the next two years and that the company may be able to return to a modestly profitable position as early as fiscal 2014. As reported by the TCR on Sept. 10, 2012, Fitch Ratings has upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc. (NYSE: BZH) to 'B-' from 'CCC'. The upgrade and the stable outlook reflect Beazer's operating performance so far this year, its robust cash position, and moderately better prospects for the housing sector during the remainder of this year and in 2013. The rating is also supported by the company's execution of its business model, land policies, and geographic diversity. BERRY PLASTICS: Removes Annual Board Meeting Requirement -------------------------------------------------------- The Board of Directors of Berry Plastics Group, Inc., amended Section 3.3 of the Company's bylaws by deleting the requirement for an annual meeting of the Board of Directors on the same date as the annual meeting of stockholders. This amendment provides for increased flexibility regarding the timing of meetings of the Board of Directors. 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. The Company's balance sheet at Sept. 28, 2013, the Company had $5.13 billion in total assets, $5.33 billion in total liabilities and a $196 million stockholders' deficit. * * * 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. BG MEDICINE: To Transfer Listing to NASDAQ Capital Market --------------------------------------------------------- The NASDAQ Listing Qualifications Panel has granted BG Medicine, Inc.'s request for the transfer of its listing from The NASDAQ Global Market to The NASDAQ Capital Market, which transfer will be effective Jan. 27, 2014. The Company's securities will continue to trade on NASDAQ under the symbol "BGMD." The Company's continued listing on NASDAQ is subject to certain conditions, including the Company's satisfaction of the applicable $35 million market value of listed securities requirement (the "Market Cap Requirement") or the alternative requirement of $2.5 million in stockholders' equity on or before April 15, 2014. Compliance with the Market Cap Requirement can be achieved by evidencing a market value of listed securities of at least $35 million (based on the closing bid price for the Company's common stock) for a minimum of 10 consecutive business days, but generally for not more than 20 consecutive business days. The Company is diligently working to timely satisfy the terms of the Panel's decision; however, there can be no assurance that the Company will be able to do so. As previously disclosed in a Current Report on Form 8-K dated Nov. 15, 2013, on Nov. 14, 2013, the Company was notified by NASDAQ that it no longer satisfied the $50 million market value of listed securities requirement for continued listing on The NASDAQ Global Market and that its securities were therefore subject to delisting. The Company subsequently requested a hearing before the Panel, at which hearing the Company requested the transfer of its listing to The NASDAQ Capital Market pursuant to an extension within which to evidence compliance with the Market Cap Requirement or the alternative stockholders' equity requirement by April 15, 2014. About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. In its annual report for the period ended Dec. 31, 2012, the Company said: "We expect to incur further losses in the commercialization of our cardiovascular diagnostic test and the operations of our business and have been dependent on funding our operations through the issuance and sale of equity securities. These circumstances may raise substantial doubt about our ability to continue as a going concern." BG Medicine reported a net loss of $23.8 million in 2012, compared with a net loss of $17.6 million in 2011. As of Sept. 30, 2013, the Company had $13.56 million in total assets, $12.95 million in total liabilities and a $610,000 total stockholders' equity. BLUE COAT: $50MM Add-on Loans No Impact on Moody's 'B2' CFR ----------------------------------------------------------- Moody's Investors Service said Blue Coat Systems, Inc.'s B2 Corporate Family Rating, the B1 rating for Blue Coat's first lien credit facility, the Caa1 rating for its second lien credit facility and the negative ratings outlook are not affected by the company's plans to raise $50 million of add-on first lien term loans. Headquartered in Sunnyvale, CA, Blue Coat Systems, Inc. is a leading provider of Internet security and wide area network acceleration solutions. BON-TON STORES: Gabelli Funds Stake at 4.7% as of Jan. 24 --------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Gabelli Funds, LLC, and its affiliates disclosed that as of Jan. 24, 2014, they beneficially owned 840,000 shares of common stock of The Bon-Ton Stores, Inc., representing 4.79 percent of the shares outstanding. Gabelli Funds previously reported beneficial ownership of 700,000 common shares or 4 percent equity stake as of Jan. 17, 2014. A copy of the regulatory filing is available for free at http://is.gd/HgNnID About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 273 department stores, which includes 10 furniture galleries, in 25 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. For the 39 weeks ended Nov. 2, 2013, the Company reported a net loss of $64.89 million. The Company incurred a net loss of $21.55 million for the year ended Feb. 2, 2013, following a net loss of $12.12 million for the year ended Jan. 28, 2012. The Company's balance sheet at Nov. 2, 2013, showed $1.80 billion in total assets, $1.75 billion in total liabilities and $48.87 million in total shareholders' equity. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on The Bon-Ton Stores Inc. BOREAL WATER: Former Accountant Affirms Report on Non-Renewal ------------------------------------------------------------- Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, former accounting firm of Boreal Water Collection, Inc., provided a letter to the U.S. Securities and Exchange Commission stating that he agrees in all respects with the statements made in the Company's Form 8-K filing dated Feb. 4, 2014. In that report, the Company disclosed that Mr. Rodgers has declined to stand for re-election as the Company's auditor as of the year ending Dec. 31, 2013. Mr. Rodgers had been the Company's auditor for the past five years and is required by law to stand down. Mr. Rodgers informed the COmpany of his decision on Dec. 19, 2013. The decision to change accountants was made by the Company's Board of Directors. "On December 31, 2013, my appointment as auditor for Boreal Water Collection, Inc. ceased. I have read Boreal Water Collection, Inc. statements included under Item 4.01 of its Form 8-K dated February 4, 2014 and agree with such statements," Mr. Rogers stated. About Boreal Water Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a personalized bottled water company specializing in premium custom bottled water. The Company reported a net loss of $822,902 on $2.7 million of sales in 2012, compared with a net loss of $1.3 million on $2.7 million of sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.58 million in total assets, $2.66 million in total liabilities and $918,250 in total stockholders' equity. Patrick Rodgers, CPA, in his report on the consolidated financial statements for the year ended Dec. 31, 2012, expressed substantial doubt about Boreal Water Collection, Inc.'s ability to continue as a going concern, citing that the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. BROADVIEW NETWORKS: BlackRock Stake at 8.8% as of Dec. 31 --------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31, 2013, it beneficially owned 883,150 shares of common stock of Broadview Networks Holdings Inc. representing 8.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Eokane About Broadview Networks Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a communications and IT solutions provider to small and medium sized business ("SMB") and large business, or enterprise, customers nationwide, with a historical focus on markets across 10 states throughout the Northeast and Mid-Atlantic United States, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. Ernst & Young LLP, in New York, N.Y., issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2011. The independent auditors noted that the Company has in excess of $300 million of debt due on or before September 2012. "In addition, the Company has incurred net losses and has a net stockholders' deficiency." The Company reported a net loss of $11.9 million for 2011, compared with a net loss of $18.8 million for 2010. The Company's balance sheet at June 30, 2012, showed $255.25 million in total assets, $378.96 million in total liabilities, and a $123.71 million total stockholders' deficiency. * * * In the July 23, 2012, edition of the Troubled Company Reporter, Moody's Investors Service downgraded Broadview Networks Holdings, Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the Probability of Default Rating (PDR) to Ca from Caa3 in response to the company's announcement that it has entered into a restructuring support agreement with holders of roughly 70% of its preferred stock and roughly 66-2/3% of its Senior Secured Notes. The company is expected to file a pre-packaged Chapter 11 Plan of Reorganization or complete an out of court exchange offer. As reported by the TCR on July 25, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Broadview to 'D' from 'CC'. "This action follows the company's announced extension on its revolving credit facility. We expect to lower the issue- level rating on the notes to 'D' once the company files for bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on the notes," S&P said. BROOKSTONE INC: Mulls Bankruptcy Filing Within Weeks ---------------------------------------------------- Emily Glazer, writing for The Wall Street Journal, reported that Brookstone Inc., known for its wide array of consumer gadgets such as massage chairs and travel electronics, is contemplating filing for bankruptcy protection in the coming weeks as talks advance with potential buyers, people familiar with the matter said. The report notes Brookstone has been plagued by disappointing sales, weak liquidity and a hefty debt load. Brookstone, sources told WSJ, is in talks with firms including Hilco Global and Tiger Capital Group LLC on buying or investing in the company. A liquidation of the mall- and airport-based chain isn't currently on the table, some of these people added, though a potential buyer would likely evaluate the company's more than 250 stores. "In order to ensure Brookstone's successful future, the Company is evaluating its options with respect to refinancing and/or restructuring its bond and other debt, and improving its capital structure," the company said in a written statement to The Wall Street Journal. "We are in active discussions with our senior lender and an ad hoc group of Brookstone bondholders in regard to our bonds due October 2014, with the goal of coming to an agreement that is amenable to all parties." The company, which is based in Merrimack, N.H., and has about $140 million in debt, stressed that it hasn't yet reached a deal with a potential buyer or investor or decided whether or not it will file for bankruptcy protection, the report related. Brookstone, which got its start as a catalog retailer in 1965 selling "hard-to-find tools," was taken private in 2005 by investment firms J.W. Childs Associates LP, Osim International Ltd. and Temasek Holdings Pte. Ltd., the report further related. The $440 million deal saddled the company with additional debt, and Brookstone failed to meet sales expectations amid a recession that cut into consumers' disposable income, according to people familiar with the matter. Increased competition from Internet retailers also hurt the company's sales. CASH STORE: Can't Sell Payday Loan Products in Ontario ------------------------------------------------------ Cash Store Financial on Feb. 13 disclosed that the Company is not currently permitted to sell any payday loan products in Ontario. As reported on Feb. 12, the Company is no longer offering any of its line of credit products in Ontario. The Company also disclosed that in February last year, the Company began brokering the basic line of credit as part of a wider initiative to offer a risk-based suite of line of credit products allowing customers to build credit and gain access to less costly funding. On June 7, 2013, an application was commenced in the Ontario Superior Court of Justice pursuant to section 54(1) of the Payday Loans Act seeking a declaration that the basic line of credit constitutes a payday loan under subsection 1(1) of the Payday Loans Act. The application was heard on November 29, 2013 and the decision was delivered on Feb. 12. As part of its overall business strategy, the current regulatory environment and the decision, the Company has taken the steps necessary to immediately cease offering all line of credit products offered to its customers in Ontario branches. 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. CENTENNIAL BEVERAGE: Judge Confirms 2nd Amended Plan ---------------------------------------------------- The Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the Northern District of Texas on Feb. 12, 2014, confirmed the Second Amended Chapter 11 plan of Liquidation of Centennial Beverage Group LLC. Judge Houser held that, if the application for final decree is not filed within 180 days of the entry of the order, a status conference will be held on Aug. 18, 2014, at 9:00 a.m. Judge Houser approved the adequacy of the information in the disclosure statement on Dec. 18, 2013. The disclosure statement was approved despite objections by the Official Committee of Unsecured Creditors, Arlington ISD, City of Azle, Eagle Mountain- Saginaw ISD, City of Lake Worth, and Crowley ISD', and other parties. Plan Overview The Plan provides for the liquidation of the Debtor's remaining assets and the distribution of the Debtor's assets to creditors, pursuant to the priority provisions of the Bankruptcy Code. Under the Plan, the Debtor anticipates that allowed administrative claims, allowed priority tax claims, if any, and allowed priority non-tax claims, if any, will be paid in full. If the Debtor has insufficient cash to treat claims in the manner required by Bankruptcy Code Section 1129(a)(9), the Debtor anticipates that certain estate professionals will agree to reduce the amount of their professional fee claims or subordinate a portion of such professional fee claims in order to ensure that sufficient funds are available for compliance with Bankruptcy Code Section 1129(a)(9). According to the Plan, to the extent that the Debtor has insufficient cash to pay allowed administrative claims, allowed priority tax claims, if any, and allowed priority non-tax claims, if any, pursuant to the terms of the Plan, all such claims will not be paid in full, and shall be paid in accordance with the priority provisions of the Bankruptcy Code. The Plan indicates that Compass Bank, the secured lender to the Debtor, will receive, in full and final satisfaction of the Compass Bank allowed secured claim, payment of the remaining principal and interest due under a revolving loan agreement. For payment of all other outstanding indebtedness owed to Compass Bank under a certain indebtedness documents, including remaining principal and interest, penalties, and fees -- including attorneys' and advisors' fees -- Compass Bank will be entitled to exercise all of its rights and remedies under that documents and applicable law against parties other than the Debtor and assets other than assets of the estate, assets of the liquidating trust and the professional fee reserve, without further order or action of the Bankruptcy Court, including, without limitation, the right to foreclose on, take possession of, or otherwise liquidate the assets of JWV Associates Ltd. JWV is limited partner of the Debtor. In addition, to the extent the JWV Assets are insufficient to fully repay all outstanding amounts due under the indebtedness documents, Compass Bank will receive the Compass Bank unsecured claim, which claim will be in the full amount of any such deficiency. All estate assets that remain after satisfaction of allowed administrative claims, allowed priority tax claims, and allowed priority non-tax claims will be distributed to the holders of allowed general unsecured claims through a liquidation trust. The Plan provides that holders of interests will not receive any distribution, and all interests in the Debtor will be canceled and extinguished. Plan Supplement On Jan. 22, 2014, the Debtor filed a supplement to its Chapter 11 plan. The plan supplement contains a draft of the liquidation trust agreement for the Centennial liquidation trust. Rob Yaquinto will serve as the liquidation trustee for the Centennial liquidation trust. A full-text copy of the Second Amended Disclosure Statement explaining the Plan is available for free at http://is.gd/ESdGo4 A full-text copy of the Supplement to the Second Amended Plan is available for free at http://is.gd/JkN9c9 About Centennial Beverage Centennial Beverage Group LLC, a chain of 23 liquor stores in Texas, filed a petition for Chapter 11 reorganization (Bankr. N.D. Tex. Case No. 12-37901) amid lower sales brought by competition from big-box retailers. The 75-year-old-company once had 70 stores throughout Texas. They are now concentrated in the Dallas-Fort Worth area. Sales for the year ended in November 2012 were $158 million. Year-over-year, revenue was down 50%, according to a court filing. In its schedules, the Debtor disclosed $24,053,049 in assets and $48,451,881 in liabilities as of the Petition Date. Robert Dew Albergotti, Esq., and Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, serve as counsel to the Debtor. M. Jack Martin, III, Esq., at Jack Martin & Associates, in Austin, Tex., serves as special counsel. RGS LLC serves as the Debtor's financial advisor. BYGH Tax Consulting is property tax consultant to the Debtor. The Official Committee of Unsecured Creditors has retained Munsch Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner & Co., P.C. as financial advisors. CHA CHA ENTERPRISES: Wells Fargo Won't Block Exclusivity Extension ------------------------------------------------------------------ Cha Cha Enterprises, LLC, asked the U.S. Bankruptcy Court for the Northern District of California to approve a stipulation between the Debtor and secured creditor Wells Fargo Bank, N.A., with the Bank agreeing not to file any pleading in response to the further exclusivity extension motion other than this Stipulation. As reported by the Troubled Company Reporter on Jan. 28, 2014, Paul J. Pascuzzi, Esq., at Willoughby & Pascuzzi LLP, on behalf of the Debtor, asked the Court to extend the Debtor's exclusive periods to file a plan of reorganization until May 19, 2014; and solicit acceptances for that plan also until May 19. Mr. Pascuzzi said that substantially all of the Debtor's income derives from rent from its related entity, Mi Pueblo San Jose, Inc., as well as the Debtor's business operations in Mi Pueblo's 21 grocery stores. The formulation of the Debtor's plan depends upon Mi Pueblo's future business operations. Mi Pueblo is also in Chapter 11 and needs additional time to finalize its future financing before Mi Pueblo will know how it will emerge from Chapter 11. Under the Stipulation, the exclusivity extension motion may be granted subject to the condition that if the loans made by the Bank to the Debtor and its affiliate and companion debtor, Mi Pueblo, and the obligations of the Debtor and Mi Pueblo to the Bank in connection therewith have not been acquired from the Bank by Victory Park Capital Advisors, LLC, or its affiliates, or satisfied or terminated, as the case may be, on or before Feb. 28, 2014, the Debtor's period of exclusivity to file a plan extended as sought by the further exclusivity extension motion will terminate on Feb. 28; provided, however, that if the Debtor files a plan by Feb. 28, 2014, it will retain the 60-day additional exclusivity period to obtain acceptances of that plan, that is, until 60 days after the Debtor files that plan if it does so on or before Feb. 28. Wells Fargo is represented by: JEFFER MANGELS BUTLER & MITCHELL LLP Robert B. Kaplan, Esq. Nicolas De Lancie, Esq. Two Embarcadero Center, Fifth Floor San Francisco, California 94111-3813 Tel: (415) 398-8080 Fax: (415) 398-5584 E-mail: rbk@jmbm.com nde@jmbm.com About Cha Cha Enterprises Cha Cha Enterprises, LLC, is a California limited liability company formed in 1998 to purchase a fee interest in property located at 1775 Story Road, San Jose, California and a leasehold interest in property located at 1745 Story Road in San Jose. Cha Cha's primary business is the rental of real property. Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-53894) on July 22, 2013. The Debtor estimated at least $10 million in assets and liabilities. An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11 protection (Case No. 13-53893) on the same day. The cases are not jointly administered. Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP serves as counsel. Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP Robert B. Kaplan, P.C. represents secured creditor Wells Fargo Bank, N.A. CHAMPION INDUSTRIES: Reports $5.7MM Net Income in Fiscal 2013 ------------------------------------------------------------- Champion Industries, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $5.71 million on $72.32 million of total revenues for the year ended Oct. 31, 2013, as compared with a net loss of $23.31 million on $87.15 million of total revenues for the year ended Oct. 31, 2012. The Company incurred a net loss of $3.97 million for the year ended Oct. 31, 2011. The Company reported net income of $11.16 million for the three months ended Oct. 31, 2013, as compared with a net loss of $1.62 million for the same period a year ago. As of Oct. 31, 2013, the Company had $27.53 million in total assets, $23.19 million in total liabilities and $4.33 million in total shareholders' equity. Marshall T. Reynolds, Chairman of the Board and chief executive officer of Champion, said, "We exited our relationship with our former secured lenders during the fourth quarter of 2013 and are focused on our remaining business segments with an emphasis on the execution of our core competencies. Our results continue to be impacted by various non-cash events but we continue to generate positive cash flow from operating activities and our revised debt structure allows us enhanced flexibility to focus on our business." Arnett Foster Toothman PLLC, in Charleston, West Virginia, did not issue a going concern qualification on the consolidated financial statements for the year ended Oct. 31, 2013. The accounting firm previously expressed substantial doubt about Champion Industries' ability to continue as a going concern following the fiscal 2012 annual results. The independent auditors noted that the Company has suffered recurring losses from operations and has been unable to obtain a longer term financing solution with its lenders. Prior to the October 2013 Credit Agreement, the Company operated under the provisions of the May 2013 Forbearance Agreement effective May 31, 2013, which expired Sept. 30, 2013, as amended Aug. 28, 2013. The May 2013 Forbearance Agreement required the Company to achieve a multitude of targeted goals and covenants to remain in compliance. Many of these requirements were beyond the control of the Company although at the date of the agreement, the Company determined there was at least a reasonable possibility of achieving compliance through the Sept. 30, 2013, contractual maturity date. The Company was also required, under the terms of the May 2013 Forbearance Agreement, to comply with financial covenants, which are non-GAAP financial measures. Prior to the October 2013 Credit Agreement and primarily as a result of the credit situation with the Previous Secured Lenders there was significant uncertainty about the Company's ability to operate as a going concern. "In recent years, the Company operated for extended periods both in default and under forbearance agreements as it navigated its way through the continued challenges and residual effects of the global economic crisis. The Company believes that there has been a fundamental shift in the way in which financial institutions, in general, evaluate cash flow credits and that the amount of leverage in which the financial institutions are willing to lend has decreased generally over the last several years," the Company said in the filing. As a result of the Company's current credit situation and the challenges within the economic climate faced by the Company, the Company faces substantial liquidity related challenges for fiscal 2014 and beyond. The liquidity factors the Company faces include: * Implementation of an operating plan to rationalize and improve its cost and operating structure. * Management of the Company's receipts and disbursements to improve days sales outstanding for trade receivables and manage its days outstanding for trade payables as well as maintain its trade credit availability. * Managing the Company's credit relationships. * Carefully monitor capital expenditures to assure cash flow is maximized. * Manage the Company's customer relationships in light of the ongoing credit challenges faced by the Company. * The potential for the Company's interest costs and other credit related expenses to exceed its ability to generate sufficient cash to meet other obligations including scheduled principal amortization payments to secured lenders. * The scheduled maturity of the Company's Credit Facilities on April 1, 2015. * Operating the company on a working capital basis without a revolving line of credit. A copy of the Form 10-K is available for free at: http://is.gd/ye4uJC About Champion Industries Champion Industries, Inc., is engaged in the commercial printing and office products and furniture supply business in regional markets east of the Mississippi River. The Company also publishes The Herald-Dispatch daily newspaper in Huntington, West Virginia with a total daily and Sunday circulation of approximately 23,000 and 28,000. CHARTER COMMUNICATIONS: Comcast Agrees to Buy Time Warner --------------------------------------------------------- The Wall Street Journal reported that Time Warner Cable Inc. accepted a $45 billion merger proposal from Comcast Corp. and got rid of an unwanted suitor, Charter Communications Inc. As previously reported by The Troubled Company Reporter, Charter Communications launched an eight-month takeover battle for Time Warner and offered to buy the company for $37.4 billion in January. Time Warner refused that offer, saying the price was too low. Instead of pursuing negotiations, Charter sought to enlist shareholders of Time Warner Cable to put pressure on the company's management and board to negotiate a deal. Charter has recently nominated a collection of cable-industry veterans, former investment bankers, and other businesspeople as candidates to replace Time Warner's board. Charter is unlikely to make a counterbid for Time Warner Cable, the Journal said, citing people familiar with the matter, given the price gap between its most recent bid of $132.50 per share and Comcast's offer, which was inked at $158.82 a share. Charter, the fourth-largest cable operator in the U.S., by subscriber numbers, also is likely to look for other acquisition targets, said people familiar with the company's thinking. According to the Journal, Liberty Media Corp.'s John Malone had been aiming to use Charter as a vehicle through which to consolidate the U.S. cable sector, and Liberty quickly set its sights on Time Warner Cable, the No. 2 operator behind Comcast. Charter made three offers, all of which were rejected by Time Warner Cable as too low. Time Warner Cable Chief Executive Rob Marcus had said Time Warner Cable wanted $160 a share. Comcast said it is prepared to divest three million managed subscribers as part of the transaction, the Journal related. Charter is expected to look at buying these assets, people familiar with the situation said. It will also look at buying a few rivals smaller than Time Warner in the meantime, one of the people said. One possible large target is Cox Communications Inc., the nation's third-biggest cable operator, which Charter eyed last year, according to a person familiar with the matter, the Journal further related. With about 4.5 million TV subscribers, Cox ranks slightly ahead of Charter in size. However, it is unclear whether the controlling family of closely-held Cox Enterprises, of which Cox is a unit, would be willing to sell. Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). As of March 31, 2009, the Debtors had total assets of $13,650,000,000, and total liabilities of $24,501,000,000. Pacific Microwave filed for bankruptcy April 20, 2009, disclosing assets of not more than $50,000 and debts of more than $1 billion. The Hon. James M. Peck presided over the cases. Lawyers at Kirkland & Ellis LLP, in New York, served as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, served as Charter Investment, Inc.'s bankruptcy counsel. Curtis, Mallet-Prevost, Colt & Mosel LLP, in New York, was the Debtors' conflicts counsel. Ernst & Young LLP was the Debtors' tax advisors. KPMG LLP was the Debtors' independent auditor. The Debtors' valuation consultants were Duff & Phelps LLC; the Debtors' financial advisors were Lazard Freres & Co. LLC; and the Debtors' restructuring consultants were AlixPartners LLC. The Debtors' regulatory counsel was Davis Wright Tremaine LLP, and Friend Hudak & Harris LLP. The Debtors' claims agent was Kurtzman Carson Consultants LLC. Judge James M. Peck of the U.S. Bankruptcy Court for the Southern District of New York approved the Debtors' pre-arranged joint plan of reorganization in a bench ruling on Oct. 15, 2009. On Nov. 30, 2009, Charter Communications announced that it has completed its financial restructuring, which significantly improves the Company's capital structure by reducing debt by approximately 40 percent, or approximately $8 billion. CHINA LOGISTICS: Incurs $139,000 Net Loss in Third Quarter ---------------------------------------------------------- China Logistics Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $138,933 on $3.19 million of sales for the three months ended Sept. 30, 2013, as compared with a net loss of $204,975 on $6.34 million of sales for the same period a year ago. For the nine months ended Sept. 30, 2013, the Company incurred a net loss of $446,557 on $10.08 million of sales as compared with net income of $490,533 on $17.91 million of sales for the same period during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $4.56 million in total assets, $4.44 million in total liabilities and $120,023 in total stockholders' equity. "The Company has an accumulated deficit of $20,688,873 at September 30, 2013. During the nine months ended September 30, 2013, the Company used cash in operating activities of $374,320. The Company has reported net loss of $446,557 and net income of $490,533 for the nine months ended September 30, 2013 and 2012, respectively. The Company's ability to continue as a going concern is dependent upon its ability to increase its revenues to historic levels, generate profitable operations in the future and to obtain any necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about the ability of the Company to continue as a going concern," the Company said in the Quarterly Report. A copy of the Form 10-Q is available for free at: http://is.gd/ysn9ep About China Logistics Shanghai, China-based China Logistics Group, Inc., is a Florida corporation and was incorporated on March 19, 1999, under the name of ValuSALES.com, Inc. The Company changed its name to Video Without Boundaries, Inc., on Nov. 16, 2001. On Aug. 31, 2006, it changed its name from Video Without Boundaries, Inc., to MediaReady, Inc., and on Feb. 14, 2008, it changed its name from MediaReady, Inc., to China Logistics Group, Inc. On Dec. 31, 2007, the Company entered into an acquisition agreement with Shandong Jiajia International Freight and Forwarding Co., Ltd., and its sole shareholders Messrs. Hui Liu and Wei Chen, through which the Company acquired a 51% interest in Shandong Jiajia. The transaction was accounted for as a capital transaction, implemented through a reverse recapitalization. Shandong Jiajia, formed in 1999 as a Chinese limited liability company, is an international freight forwarder and logistics management company. Headquartered in Qingdao, Shandong Jiajia has branches in Shanghai, Xiamen, Lianyungang and Tianjin with additional sales office in Rizhao. COMMUNITY WEST: Inks Salary Continuation Pact with Executive ------------------------------------------------------------ The Board of Directors of Community West Bancshares approved a salary continuation agreement with Martin E. Plourd in recognition of his valuable services to the Company and to encourage Mr. Plourd to continue his employment. A copy of the Salary Continuation Agreement is available for free at: http://is.gd/Ir6RlD About Community West Community West Bancshares is a financial services company headquartered in Goleta, California, that provides full service banking and lending through its wholly owned subsidiary Community West Bank, which has five California branch banking offices in Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village. The Company's balance sheet at Sept. 30, 2013, showed $535.48 million in total assets, $470.83 million in total liabilities and $64.64 million in total stockholders' equity. Regulatory Actions On Jan. 26, 2012, the Bank entered into a consent agreement with the Comptroller of the Currency, the Bank's primary banking regulator, which requires the Bank to take certain corrective actions to address certain deficiencies in the operations of the Bank, as identified by the OCC. The Bank has taken action to comply with the terms of the OCC Agreement, which actions have been discussed in previous filings with the Securities and Exchange Commission. In addition to the actions so identified, the Bank has taken the following actions: The Bank has achieved the required minimum capital ratios required by Article III of the OCC Agreement, and as of Sept. 30, 2013, the Bank's Tier 1 Leverage Capital ratio was 12.06% and the Total Risk-Based Capital ratio was 17.11%. The Bank's Board of Directors continues to prepare a written evaluation of the Bank's performance against the capital plan on a quarterly basis, including a description of actions the Bank will take to address any shortcomings, which is documented in Board meeting minutes. At its monthly meetings, the Compliance Committee continues to review the Bank's processes, personnel and control systems to ensure they are adequate in accordance with the Article IV of the OCC Agreement. "While the Bank believes that it is in substantial compliance with the OCC Agreement, no assurance can be given that the OCC will concur with the Bank's assessment. Failure to comply with the provisions of the OCC Agreement may subject the Bank to further regulatory action, including but not limited to, being deemed undercapitalized for purposes of the OCC Agreement, and the imposition by the OCC of prompt corrective action measures or civil money penalties which may have a material adverse impact on the Company's financial condition and results of operations," the Company said in its quarterly report for the period ended Sept. 30, 2013. COMMUNITY WEST: To Redeem $1.4-Mil. Outstanding Debentures ---------------------------------------------------------- Community West Bancshares' Board of Directors has approved exercise of its option to redeem all outstanding convertible subordinated debentures in accordance with section 2.2 of the Debenture Agreement. An early termination letter will be sent to subordinated debenture holders of record. The Company has fixed March 10, 2014, as the date for early redemption. The outstanding debentures at Dec. 31, 2013, were $1,442,000 and are convertible to shares of the Company's common stock at $4.50 per share. About Community West Community West Bancshares is a financial services company headquartered in Goleta, California, that provides full service banking and lending through its wholly owned subsidiary Community West Bank, which has five California branch banking offices in Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village. The Company's balance sheet at Sept. 30, 2013, showed $535.48 million in total assets, $470.83 million in total liabilities and $64.64 million in total stockholders' equity. Regulatory Actions On Jan. 26, 2012, the Bank entered into a consent agreement with the Comptroller of the Currency, the Bank's primary banking regulator, which requires the Bank to take certain corrective actions to address certain deficiencies in the operations of the Bank, as identified by the OCC. The Bank has taken action to comply with the terms of the OCC Agreement, which actions have been discussed in previous filings with the Securities and Exchange Commission. In addition to the actions so identified, the Bank has taken the following actions: The Bank has achieved the required minimum capital ratios required by Article III of the OCC Agreement, and as of Sept. 30, 2013, the Bank's Tier 1 Leverage Capital ratio was 12.06% and the Total Risk-Based Capital ratio was 17.11%. The Bank's Board of Directors continues to prepare a written evaluation of the Bank's performance against the capital plan on a quarterly basis, including a description of actions the Bank will take to address any shortcomings, which is documented in Board meeting minutes. At its monthly meetings, the Compliance Committee continues to review the Bank's processes, personnel and control systems to ensure they are adequate in accordance with the Article IV of the OCC Agreement. "While the Bank believes that it is in substantial compliance with the OCC Agreement, no assurance can be given that the OCC will concur with the Bank's assessment. Failure to comply with the provisions of the OCC Agreement may subject the Bank to further regulatory action, including but not limited to, being deemed undercapitalized for purposes of the OCC Agreement, and the imposition by the OCC of prompt corrective action measures or civil money penalties which may have a material adverse impact on the Company's financial condition and results of operations," the Company said in its quarterly report for the period ended Sept. 30, 2013. COMMUNITY WEST: OCC Agreement Halted Amid Improvements ------------------------------------------------------ Community West Bancshares, parent company of Community West Bank (Bank), announced that, as a result of improvement of its financial condition over the past 24 months, and the Bank's effective compliance with the Written Consent Agreement, the Office of the Comptroller of the Currency (OCC), its primary regulator, has terminated its Agreement with Community West Bank entered into on Jan. 26, 2012. Effective immediately, the Bank will no longer be subject to the terms and conditions of the Agreement. "The termination of our Agreement with the OCC is an independent confirmation of the improvements we have achieved over the past two years. This important milestone substantiates that our efforts to reduce problem assets, document the allowance for loan losses and return to profitability have been successful," said Martin Plourd, president and CEO. "On October 24, 2013, we announced our fifth consecutive quarter of profitability and our capital ratios substantially exceeded regulatory requirements for a well-capitalized institution. We still understand that there is continuing work ahead to further reduce problem assets, however, we believe we are now in an excellent position to move forward and grow our franchise." On Jan. 26, 2012, the Bank entered into a consent agreement with the Comptroller of the Currency, the Bank's primary banking regulator, which requires the Bank to take certain corrective actions to address certain deficiencies in the operations of the Bank, as identified by the OCC. The Bank has taken action to comply with the terms of the OCC Agreement, which actions have been discussed in previous filings with the Securities and Exchange Commission. In addition to the actions so identified, the Bank has taken the following actions: The Bank has achieved the required minimum capital ratios required by Article III of the OCC Agreement, and as of Sept. 30, 2013, the Bank's Tier 1 Leverage Capital ratio was 12.06% and the Total Risk-Based Capital ratio was 17.11%. The Bank's Board of Directors continues to prepare a written evaluation of the Bank's performance against the capital plan on a quarterly basis, including a description of actions the Bank will take to address any shortcomings, which is documented in Board meeting minutes. At its monthly meetings, the Compliance Committee continues to review the Bank's processes, personnel and control systems to ensure they are adequate in accordance with the Article IV of the OCC Agreement. While the Bank believes that it is in substantial compliance with the OCC Agreement, no assurance can be given that the OCC will concur with the Bank?s assessment. Failure to comply with the provisions of the OCC Agreement may subject the Bank to further regulatory action, including but not limited to, being deemed undercapitalized for purposes of the OCC Agreement, and the imposition by the OCC of prompt corrective action measures or civil money penalties which may have a material adverse impact on the Company's financial condition and results of operations. About Community West Community West Bancshares is a financial services company headquartered in Goleta, California, that provides full service banking and lending through its wholly owned subsidiary Community West Bank, which has five California branch banking offices in Goleta, Santa Barbara, Santa Maria, Ventura and Westlake Village. The Company's balance sheet at Sept. 30, 2013, showed $535.48 million in total assets, $470.83 million in total liabilities and $64.64 million in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of Community West Bancshares until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. COMPETITIVE TECHNOLOGIES: J. Finley Stake at 5.6% as of Dec. 31 --------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Joseph M. Finley disclosed that as of Dec. 31, 2013, he beneficially owned 1,082,613 shares of common stock of Competitive Technologies, Inc., representing 5.65 percent of the shares outstanding. Mr. Finley previously held 955,988 common shares or 6.27 percent equity stake as of Dec. 31, 2012. A copy of the regulatory filing is available for free at: http://is.gd/AaDzKt About Competitive Technologies Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX: CTTC) -- http://www.competitivetech.net/-- was established in 1968. The Company provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Competitive Technologies incurred a net loss of $3 million on $546,139 of gross profit from product sales in 2012, as compared with a net loss of $3.59 million on $1.86 million of gross profit from product sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $4.70 million in total assets, $10.42 million in total liabilities, and a $5.71 million total shareholders' deficit. Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.), in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that at Dec. 31, 2012, the Company has incurred operating losses since fiscal year 2006. CUI GLOBAL: GROW Partners Stake at 6.8% as of Dec. 31 ----------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, GROW Partners, LLC, Carl M. Wiese, and GROW Small Cap Equity Long/Short, LP, disclosed that as of Dec. 31, 2013, they beneficially owned 1,389,300 shares of common stock of CUI Global, Inc., representing 6.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/44Arp6 About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global incurred a net loss allocable to common stockholders of $2.52 million in 2012, a net loss allocable to common stockholders of $48,763 in 2011 and a net loss allocable to common stockholders of $7.01 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $92.05 million in total assets, $20.48 million in total liabilities and $71.56 million in total stockholders' equity. CYCLONE POWER: Authorized Common Shares Hiked to 900 Million ------------------------------------------------------------ Cyclone Power Technologies, Inc., filed an amendment to its Articles of Incorporation with the Florida Secretary of State to increase its authorized common stock to 900 million shares. The filing occurred 20 days after mailing a definitive Information Statement on Form 14C to the Company's shareholders. The Amendment had been adopted on Dec. 19, 2013, by unanimous vote of the Company's Series B Preferred Shareholders, who collectively have the right to cast 51 percent of the votes necessary for adoption of matters brought before the common shareholders of the Company. About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. Cyclone Power disclosed a net loss of $3 million on $1.13 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $23.70 million on $250,000 of revenue in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.39 million in total assets, $4.61 million in total liabilities and a $3.21 million total stockholders' deficit. Mallah Furman, in Mallah Furman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. DETROIT, MI: Cancels Swaps Forbearance Deal With BofA, UBS ---------------------------------------------------------- Steven Church, writing for Bloomberg News, reported that Detroit won't take legal action for now against Bank of America Corp. and UBS AG over a costly swaps deal, even after canceling a forbearance agreement it reached with the banks in July. According to the report, while they continue trying to negotiate an end to the swaps, which cost taxpayers about $4 million a month, the city and the banks will refrain from taking court action against each other, according to Bill Nowling, a spokesman for Detroit's emergency financial manager, Kevyn Orr. "We basically have a gentleman's agreement," Nowling said in an interview after the city told U.S. Bankruptcy Judge Steven Rhodes it canceled the forbearance deal on Jan. 31, the report related. The forbearance agreement, reached days before Detroit filed for municipal bankruptcy, was a kind of truce, the report said. Detroit agreed not to sue to cancel the swaps and the banks agreed not to declare the city in default of the contracts, which would have allowed them to try to seize casino tax revenue. The city and the banks have been trying to reach a settlement that Judge Rhodes will accept, the report further related. Last month, the judge rejected a proposal to buy out the swaps for $165 million, saying it was too costly. 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: Bankruptcy Case Drew Interest in 2013 -------------------------------------------------- Patrick Holohan, writing for The Deal, reported that Detroit's municipal bankruptcy filing under Chapter 9 of the U.S. Bankruptcy Code drew the focus of many bankruptcy professionals in 2013. "In a relatively sedate year for corporate bankruptcy -- outside of an airline merger that an unexpected legal storm threatened to ground -- it was a municipal case that drew the focus of many bankruptcy professionals," The Deal said. The Deal noted that the possibility of the pension liabilities being impaired prompted litigation even before the petition and was at the core of one of the major challenges to Detroit's ability to file for Chapter 9, the report related. Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern District of Michigan in Detroit on Dec. 3 ultimately allowed the case to proceed after weeks of testimony. And yet, for all the hue and cry over pensions and whether the Motor City was eligible to proceed through bankruptcy, professionals say the standards of Chapter 9 never really put the decision in doubt, the report further related. "I don't think there was any chance that Detroit wasn't going to be allowed to continue in bankruptcy," said W. Patton Hahn, a bankruptcy attorney at Baker, Donelson, Bearman, Caldwell & Berkowitz PC and lead counsel to the receiver on the Jefferson County case, the report cited. 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. DOGWOOD PROPERTIES: Has OK to Use Magna Bank's Cash Collateral -------------------------------------------------------------- U.S. Bankruptcy Judge Jennie D. Latta has signed off on a final agreed order authorizing Dogwood Properties, G.P., to use cash collateral of Magna Bank. As adequate protection, the Debtor will make adequate protection payments to the bank of $2,601.70 per month beginning Jan. 10, 2014, pending further Court orders. In the event a Plan is confirmed, this date will be deemed to be the Effective Date of the Plan insofar as the Plan treatment afforded to Magna Bank. About Dogwood Dogwood Properties, G.P., owns and operates 110 single-family rental homes, all located in Shelby and DeSoto counties in Tennessee. The total value of its real estate holdings is estimated to be $9,985,000. Dogwood has nine secured lenders who are owed a total of approximately $14,486,000. Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21712) on Feb. 16, 2013. Judge Jennie D. Latta presides over the case. Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel. DOGWOOD PROPERTIES: Can Use Commercial Bank's Cash Collateral ------------------------------------------------------------- Judge Jennie D. Latta has authorized Dogwood Properties, G.P., to use cash collateral of Commercial Bank & Trust. As adequate protection, the Debtor will make adequate protection payments to the bank of $6,639.15 per month and a monthly payment for escrow for payment of taxes and insurance in the amount of $1,308.53 beginning Jan. 10, 2014. In the event a Plan is confirmed, this date will be deemed to be the Effective Date of the Plan insofar as the Plan treatment afforded to Commercial Bank. About Dogwood Dogwood Properties, G.P., owns and operates 110 single-family rental homes, all located in Shelby and DeSoto counties in Tennessee. The total value of its real estate holdings is estimated to be $9,985,000. Dogwood has nine secured lenders who are owed a total of approximately $14,486,000. Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21712) on Feb. 16, 2013. Judge Jennie D. Latta presides over the case. Russell W. Savory, Esq., at Gotten, Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel. DRIVEIT FINANCIAL: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------ Debtor: DRIVEiT Financial Services, LLC fka MCA Finance LLC 2475 North Tustin Street Orange, CA 92865 Case No.: 14-10871 Chapter 11 Petition Date: February 12, 2014 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Scott C Clarkson Debtor's Counsel: Gregory K Jones, Esq. STUTMAN TREISTER & GLATT 1901 Ave of the Stars Los Angeles, CA 90067 Tel: 310-228-5600 Fax: 310-228-5788 Email: gjones@stutman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Preston Smart, manager. The Debtor listed DRIVEiT Consumer Credit, located at 2475 N. Tustin Street, Orange, CA, as its largest unsecured creditor holding a claim of $1.5 million. DYCOM INDUSTRIES: Lower Revenues No Impact on Moody's Ba2 CFR ------------------------------------------------------------- Moody's Investors Service said that Dycom Industries, Inc.'s recent announcement that it lowered its revenue and results expectations as well as third quarter outlook as a credit negative event. However, Dycom's ratings including its Ba2 Corporate Family Rating ("CFR"), SGL-1 Speculative Grade Liquidity Rating and stable outlook are unaffected. Dycom Industries, Inc., located in Palm Beach Gardens, Florida, is a leading provider of specialty contracting services in North America. Dycom provides engineering, construction and maintenance services that assist telecommunication and cable television providers expand and monitor their network infrastructure in a cost effective manner. The company also provides underground locating services for telephone, cable, power, gas, water, and sewer utilities. Dycom generated contract revenues approximating $1.8 billion for the twelve months ended January 25, 2014. DYNASIL CORP: Has Yet to Obtain Waivers for Covenant Violations --------------------------------------------------------------- Dynasil Corporation of America, a developer and manufacturer of optical detection and analysis technology and components for the homeland security, medical and industrial markets, on Feb. 12 reported financial results for the fiscal 2014 first quarter ended December 31, 2013. Dynasil reported net income for the quarter of $1,458,000 or $0.10 per share, compared with a net loss of ($379,000), or ($0.03) per share, for the quarter ended December 31, 2012. Net income for the quarter includes a gain of $1,187,000 associated with the sale of the Company's lead paint and medical products businesses. "I am very happy to report that this quarter's results mark a return to profitability, a substantial reduction in our senior debt and compliance with our bank covenant ratios and the Nasdaq listing requirements," said Dynasil Chairman and Interim CEO Peter Sulick. "In addition, we successfully completed the sale of our LPX and Navigator product lines and the contribution of our tissue sealant technology to Xcede Technologies, Inc., a joint venture with Mayo Clinic. We expect Xcede to independently raise future funding for the continuing development of this promising technology." Net revenue for the first quarter of fiscal 2014 increased slightly to $10.7 million, compared with $10.6 million for the first quarter of fiscal 2013. Revenue increased approximately $900,000 or 19% in the Contract Research segment in the quarter while the Instruments segment declined approximately $500,000 or 40% primarily as a result of the sale of the lead paint and medical products businesses. Gross profit for the first quarter of 2014 declined slightly to $4.5 million from $4.6 million for the same period in 2013. Gross margins decreased to 41.5% in the quarter compared to 43.8% for the first quarter of fiscal 2013. Operating expenses for the three months ended December 31, 2013 were $4.0 million, a decrease of $883,000 compared to the same period in 2013. The decrease was primarily a result of reduced product development costs associated with the lead paint and medical products businesses which were sold during the quarter ended December 31, 2013. The Company is in compliance with the debt covenants ratios included in its senior loan agreement for the three months ended December 31, 2013, but has not yet paid interest due to its subordinated lender or obtained waivers from both its lenders for its covenant violations for prior periods, and thus remains in default with both of its lenders. The Company has made all principal and interest payments due to its senior lender through February 12, 2014, the date of this earnings release, and has accrued but has not paid approximately $400,000 due to its subordinated lender since February, 2013. Management has initiated discussions with its lenders in order to address the default situation. However, the Company cannot predict when or whether a resolution of this situation will be achieved. Quarterly Business Highlights The Company successfully completed three transactions within the first quarter of fiscal 2014 that were important steps in significantly reducing its debt with Santander Bank and returning the Company to profitability. On October 1, 2013, Dynasil Biomedical formed Xcede, a joint venture with the Mayo Clinic, to spin out and separately fund the development of its tissue sealant technology. Xcede has initiated financing efforts and has received funding from outside investors including certain directors of the Company. On November 7, 2013, the Company sold its lead paint detector business to Protec Instrument Corporation, which is a wholly owned subsidiary of Laboratoires Protec S.A., a French corporation and former European distributor of the lead paint detector products; and on December 23, 2013, Dynasil sold its Gamma Medical Probe business to Dilon Technologies, Inc. Approximately $3.9 million of the proceeds from the sales were used to reduce the Company's bank debt. "Now that we have been successful in reducing our debt and returning to profitability, the Company can continue to pursue various commercialization opportunities arising from technologies developed within our Contract Research segment," stated Mr. Sulick. "We are continuing our efforts to further improve the size and quality of our CLYC crystals and have other exciting new technologies in development." The Company has no conference calls scheduled at this time. About Dynasil Dynasil Corporation of America -- http://www.dynasil.com-- develops and manufactures optical detection and analysis technology and components for the homeland security, medical and industrial markets. Combining world-class expertise in research and materials science with extensive experience in manufacturing and product development, Dynasil is commercializing products including dual-mode radiation detection solutions for Homeland Security and commercial applications and sensors for non- destructive testing. Dynasil has an impressive and growing portfolio of issued and pending U.S. patents. The Company is based in Watertown, Massachusetts, with additional operations in Mass., Minn., NY, NJ and the United Kingdom. ECO BUILDING: Authorized to Issue 30,000 Series A Pref. Stock ------------------------------------------------------------- The board of directors of Eco Building Products, Inc., determined that it was in the best interests of the Company to file a Certificate of Designation that authorized the issuance of up to 30,000 shares of a new series of preferred stock, par value $0.001 per share designated "Series A Preferred Stock," for which the board of directors established the rights, preferences and limitations thereof. The board of directors authorized the Series A Preferred Stock pursuant to the authority given to the board of directors under the Articles of Incorporation, which authorizes the issuance of up to 500,000,000 shares of preferred stock, par value $0.001 per share, and authorizes the board of directors, by resolution, to establish any or all of the unissued shares of preferred stock, not then allocated to any series into one or more series and to fix and determine the designation of each such shares, the number of shares which will constitute those series and certain preferences, limitations and relative rights of the shares of each series so established. The Certificate of Designation was filed as an amendment to the Company's Articles of Incorporation with the State of Colorado on Jan. 27, 2014. Each holder of outstanding shares of Series A Preferred Stock will be entitled to 100,000 votes for each share of Series A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. A copy of the Articles of Amendment is available for free at: http://is.gd/WJEj4v About Eco Building Vista, Calif.-based Eco Building Products is a manufacturer of proprietary wood products treated with an eco-friendly proprietary chemistry that protects against mold, rot, decay, termites and fire. Eco Building incurred a net loss of $24.59 million on $5.22 million of total revenue for the year ended June 30, 2013, as compared with a net loss of $11.17 million on $3.72 million of total revenue during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $2.12 million in total assets, $18.65 million in total liabilities and a $16.52 million total stockholders' deficit. Sam Kan & Company, in Alameda, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has generated minimal operating revenues, losses from operations, significant cash used in operating activities and its viability is dependent upon its ability to obtain future financing and successful operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. ENDEAVOUR INTERNATIONAL: Obtains $125-Mil. of Term Loan Facility ---------------------------------------------------------------- Endeavour International Corporation, Endeavour International Holdings B.V., a wholly-owned subsidiary of the Company, and End Finco LLC, a wholly-owned subsidiary of EIH, entered into a credit agreement with Credit Suisse AG, as administrative agent and as collateral agent, and certain lenders, providing for a senior secured term loan facility. Pursuant to the Term Loan Facility, the Lenders advanced approximately $125 million in aggregate principal amount of term loans to the Term A Borrowers. The proceeds were used to repay the balance outstanding under the Company's 2012 Credit Agreements. The Term Loan Facility bears interest quarterly at a rate of LIBOR plus 7.00 percent per year (provided that LIBOR will equal at least 1.25 percent per year) and mature on the earlier of (a) Nov. 30, 2017, and (b) the date 91 days prior to the maturity of the Company's 5.5 percent convertible senior notes due 2016 and 11.5 percent convertible notes due 2016, if those notes have not been converted, cancelled or extinguished prior to such date or extended or refinanced in full prior to that date, with a resulting maturity date not earlier than March 1, 2018. LC Procurement Agreement Also, on Jan. 24, 2014, the Company and its wholly-owned subsidiary, Endeavour Energy UK Limited, entered into a LC Procurement Agreement with LC Finco S.a r.l., (the "Payee") an unaffiliated third party, pursuant to which Endeavour UK has agreed to reimburse the Payee for any expense incurred by it in connection with the posting of cash collateral to secure letters of credit issued by the Credit Suisse for Endeavour UK's account in the amount of approximately EUR78 (approximately $130 million as of Jan. 24, 2014). The letters of credit secure decommissioning obligations in connection with certain of Endeavour UK's United Kingdom Continental Shelf Petroleum Production Licences and have been outstanding and unchanged since 2006. The LC Procurement Agreement was entered into to replace the Reimbursement Agreement and 2013 LOC Procurement Agreement. Under the LC Procurement Agreement Endeavour UK has agreed to pay a quarterly fee computed at a rate of LIBOR plus 7.00 percent per year (provided that LIBOR will equal at least 1.25 percent per year) on aggregate balance of posted cash collateral. Similar to the Term Loan Facility, posted cash collateral under the LC Procurement Agreement was issued with an original issue discount of 98.5 percent and matures on the earlier of (a) Nov. 30, 2017, and (b) the date 91 days prior to the maturity of the Company's 5.5 percent convertible senior notes due 2016 and 11.5 percent convertible notes due 2016, if those notes have not been converted, cancelled or extinguished prior to such date or extended or refinanced in full prior to that date, with a resulting maturity date not earlier than March 1, 2018. The LC Procurement Agreement contains customary representations, warranties and non-financial covenants. The Company and each of its current and future restricted subsidiaries have unconditionally guaranteed Endeavour UK's obligations under the LC Procurement Agreement. Proceeds of the Term A Credit Agreement were used to repay all amounts outstanding under the Company's previous credit agreement, dated as of April 12, 2012, as amended, among the Company, Endeavour UK, Cyan Partners, LP, as administrative agent, and the other lenders party thereto. This repayment included a prepayment fee and accrued interest of approximately $2 million. Following the repayment by Endeavour UK, the 2012 Credit Agreement was terminated and all of the liens on the collateral securing Endeavour UK's obligations thereunder were released. In connection with the entry into the LC Procurement Agreement, on Jan. 24, 2014, the Company and Endeavour UK terminated their previous reimbursement agreement, dated May 31, 2012, as amended, with New Pearl S.a.r.l. securing letters of credit issued by BNP Paribas for Endeavour UK's account in the amount of approximately EUR77 million (approximately $127 million as of Jan. 24, 2014). In addition, in connection with the entry into the LC Procurement Agreement, on Jan. 24, 2014, the Company terminated its previous LOC procurement agreement, dated Jan. 9, 2013, with Max Participations II S.a.r.l. securing letters of credit issued by Deutsche Bank AG for Endeavour UK's account in the amount of approximately EUR20.6 million (approximately $34 million as of Jan. 24, 2014). A copy of the Form 8-K, as filed with the U.S. Securities and Exchange Commission, is available for free at: http://is.gd/KiX17b About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. For the year ended Dec. 31, 2012, the Company incurred a net loss of $126.22 million as compared with a net loss of $130.99 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.50 billion in total assets, $1.41 billion in total liabilities, $43.70 million in series C convertible preferred stock, and $46.24 million in total stockholders' equity. * * * As reported by the TCR on March 5, 2013, Moody's Investors Service downgraded Endeavour International Corporation's Corporate Family Rating to Caa3 from Caa1. Endeavour's Caa3 CFR reflects its weak liquidity, small production and proved reserve scale, geographic concentration and the uncertainties regarding its future performance given the inherent execution risks related to its offshore North Sea operations for a company of its size. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston, Texas-based Endeavour International Corp. (Endeavour) to 'CCC+' from 'B-'. The rating action reflects S&P's expectation that Endeavour could have insufficient liquidity to meet its needs due to the delay in production from its Rochelle development. ENERGYSOLUTIONS INC: Suspending Filing of Reports with SEC ---------------------------------------------------------- EnergySolutions, Inc., filed a Form 15 with the U.S. Securities and Exchange Commission to suspend its duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934. On May 24, 2013, Rockwell Acquisition Corp. merged with and into EnergySolutions with EnergySolutions surviving as a wholly-owned subsidiary of Rockwell Holdco, Inc. As a result of the merger, EnergySolutions became a wholly-owned subsidiary of Rockwell Holdco, Inc. About EnergySolutions Salt Lake City, Utah-based EnergySolutions offers customers a full range of integrated services and solutions, including nuclear operations, characterization, decommissioning, decontamination, site closure, transportation, nuclear materials management, the safe, secure disposition of nuclear waste, and research and engineering services across the fuel cycle. EnergySolutions reported net income of $3.92 million in 2012 as compared with a net loss of $193.64 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $2.34 billion in total assets, $2.10 billion in total liabilities and $239.11 million in total equity. Bankruptcy Warning "Our senior secured credit facility contains financial covenants requiring us to maintain specified maximum leverage and minimum cash interest coverage ratios. The results of our future operations may not allow us to meet these covenants, or may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. "Our failure to comply with obligations under our senior secured credit facility, including satisfaction of the financial ratios, would result in an event of default under the facilities. A default, if not cured or waived, would prohibit us from obtaining further loans under our senior secured credit facility and permit the lenders thereunder to accelerate payment of their loans and not renew the letters of credit which support our bonding obligations. If we are not current in our bonding obligations, we may be in breach of our contracts with our customers, which generally require bonding. In addition, we would be unable to bid or be awarded new contracts that required bonding. If our debt is accelerated, we currently would not have funds available to pay the accelerated debt and may not have the ability to refinance the accelerated debt on terms favorable to us or at all particularly in light of the tightening of lending standards as a result of the ongoing financial crisis. If we could not repay or refinance the accelerated debt, we would be insolvent and could seek to file for bankruptcy protection. Any such default, acceleration or insolvency would likely have a material adverse effect on the market value of our common stock," the Company said in its annual report for the year ended Dec. 31, 2012. * * * In October 2013, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on EnergySolutions and revised its outlook to stable from positive. "The outlook revision reflects our view that the company is likely to maintain higher debt levels than our previous expectation of $675 million," S&P said. ENERGY SERVICES: Obtains New $10.4MM Loan, Forbearance Canceled --------------------------------------------------------------- Energy Services of America, parent company of C.J. Hughes Construction Company and Nitro Electric Company, closed on a new $8.8 million financing agreement with with United Bank, Inc., (West Virginia) and Summit Community Bank (West Virginia) on Jan. 31, 2014. In addition, the Company entered into a separate loan arrangement with First Guaranty Bank (Louisiana) for $1.6 million. Taken together, the $10.4 million in new financings supercede the prior financing arrangements the Company had with United Bank as well as the other lenders. As a result of entering into the new financings, United Bank and the other lenders of the Company have agreed to terminate their Forbearance Agreement with the Company. Douglas V. Reynolds, president discussed the new agreement. "We are very appreciative of the confidence shown by United Bank WV, Summit Community Bank, and First Guaranty Bank as we put the final touches on our restructuring efforts." Mr. Reynolds continued, "This agreement represents many months of hard work by a dedicated group of individuals including our board of directors, employees, and lenders. We look forward to this new partnership and focusing on our core business and sustaining profitability as we continue to serve our customers and community." A copy of the Loan Agreement with United Bank is available for free at http://is.gd/U91TSI A copy of the Participation Agreement with Summit Community is available for free at http://is.gd/MQkJQk About Energy Services Huntington, West Virginia-based Energy Services of America Corporation provides contracting services to America's energy providers, primarily the gas and electricity providers. Energy Services disclosed net income of $3.57 million on $108.82 million of revenue for the year ended Sept. 30, 2013, as compared with a net loss of $48.52 million on $109.01 million of revenue during the prior year. As of Sept. 30, 2013, the Company had $50.69 million in total assets, $35.75 million in total liabilities and $14.94 million in total stockholders' equity. Arnett Foster Toothman PLLC, in Charleston, West Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. EPL OIL: Moody's Ups CFR to B2 & Sr. Unsecured Notes Rating to B3 ----------------------------------------------------------------- Moody's Investors Service upgraded EPL Oil & Gas, Inc.'s (EPL) Corporate Family Rating (CFR) to B2 from B3 and its senior unsecured note rating to B3 from Caa1. Moody's affirmed EPL's SGL- 2 Speculative Grade Liquidity Rating (SGL). The rating outlook has been revised to stable from positive. "Solid operational execution and drilling success since the transformational acquisition in late 2012 have added visibility and longevity to EPL's production platform," said Sajjad Alam, Moody's Analyst. "Benefitting from higher production volumes relative to 2013 levels, EPL should be able to fully fund its drilling program and plugging and abandonment (P&A) expenditures with internally generated cash flow and maintain good liquidity in 2014." Issuer: EPL Oil & Gas, Inc. Upgrades: Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Senior Unsecured Rating, Upgraded to B3 (LGD5,75%) from Caa1 (LGD5, 72%) Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook Actions: Changed to Stable From Positive Ratings Rationale The B2 CFR reflects EPL's limited scale exploration and production (E&P) operations, single basin concentration in the Gulf of Mexico (GoM) shelf, high P&A obligations and the associated cash expenditures, and the inherent risks and higher costs of offshore operations. The B2 CFR is positively impacted by the company's oily production profile (expected to be 80% in 2014) and the contributing high cash margins, low risk drilling and behind-pipe recompletion opportunities that can support several years of development activity, improving leverage in terms production, and relatively high working interest in properties that permit flexible capital allocation. The rating also considers the hurricane threat to production and infrastructure, as well as the flush production and steep decline curve of the highly permeable GoM sandstone reservoirs that necessitates periodic acquisitions. The $510 million 8.25% senior unsecured notes are rated B3, one notch below the B2 CFR given the substantial size of the secured revolving credit facility in the capital structure. The $475 million revolving credit facility has a first-lien claim on substantially all of EPL's assets and has full and unconditional guarantee from all of EPL's direct and indirect domestic subsidiaries. If the relative proportion of secured debt increases significantly relative to the unsecured notes from current levels, the notes could get downgraded to Caa1 and have a two notch differential with the CFR. EPL should have good liquidity through the end of 2014, which is reflected in the SGL-2 rating. Moody's expect free cash flow in 2014 based on an estimated capital budget of $360 million, cash interest of $55 million and P&A expenditures of roughly $50 million. EPL will likely apply any excess cash flow towards additional organic growth opportunities, acquisitions or revolving debt reduction. EPL has a $475 million borrowing base credit facility which expires in October 2016. Pro forma for the recent $70 million Eugene Island acquisition, $280 million was available as of September 30, 2013. With roughly 67% of EPL's 2014 estimated oil production hedged, there's good downside protection to near- term cash flows. EPL can quickly dial back capital spending in a depressed commodity price environment, thanks to the high working interest. The company does not have any near-term debt maturities and should have ample headroom under the credit agreement financial covenants during 2014. Given EPL's high business risks, Moody's are unlikely to upgrade the CFR to B1 absent a material increase in production and proved reserves and more diversified basin exposure. However, an upgrade could be considered if EPL can sustain daily production in excess of 45,000 per boe while lowering its debt to PD reserves ratio under $10 per boe. The rating could be downgraded if debt to average daily production cannot be sustained below $35,000 per boe or aggressive financial policies leads to significant negative free cash flow or weak liquidity. The principal methodology used in this rating was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. EPL Oil & Gas, Inc. is a Houston, Texas based independent E&P company with primary operations on state and federal waters offshore Louisiana in the U.S. Gulf of Mexico. ERF WIRELESS: Willow Creek Stake at 9.99% as of Jan. 29 ------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Willow Creek Capital Group, LLC, and Brian Innes disclosed that as of Jan. 29, 2014, they beneficially owned 8,537 shares of $0.001 par value common stock of ERF Wireless, Inc., representing 9.99 percent of the 12,684,596 that were issued and outstanding on that date (as reported on the Issuer's Form 8-K filed on Dec. 18, 2013). A copy of the regulatory filing is available for free at http://is.gd/Nl0eID About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. ERF Wireless incurred a net loss attributable to the Company of $4.81 million 2012 following a net loss attributable to the Company of $3.37 million in 2011. As of Sept. 30, 2013, ERF Wireless had $5.31 million in total assets, $10.43 million in total liabilities and a $5.12 million total shareholders' deficit. ERIE COUNTY IDA: Fitch Maintains 'B' Rating on 2011 Revenue Bonds ----------------------------------------------------------------- Fitch Ratings maintains the 'B' rating and revises the Rating Watch Negative to Positive Watch on approximately $7.3 million of series 2011 revenue bonds issued by the Erie County Industrial Development Agency on behalf of Enterprise Charter School (ECS) located in Buffalo, NY. SECURITY The bonds are secured by a pledge of revenues of ECS, a first mortgage lien on the facilities of ECS, assignments of rents and leases receivable and a cash funded debt service reserve fund. Key Rating Drivers RATING WATCH POSITIVE: ECS' charter authorizer, Buffalo Public Schools (BPS) has recommended a charter renewal for ECS for 2014, although there is no guarantee of a specific term or final ratification by the State Education Department (SED). However, Fitch notes that the authorizer worked within SED guidelines and coordinated with the department to articulate the expectations of the school. The Rating Watch Positive reflects anticipation of a formal approval from the state. CHARTER UNCERTAINTY CONSTRAINS RATING: The 'B' rating reflects the academic performance driven charter term reduction in 2013 and the continued stress of operating under a severely abbreviated charter term. Favorable resolution of the charter renewal in the coming months could positively influence the rating. FUTURE HINGES ON ACADEMICS: New York State charter renewal standards weigh heavily on academic performance and ECS will be required to produce discernible, annual improvement in student test scores to stabilize its performance and ensure charter compliance. FINANCIAL METRICS SUPPORT SCHOOL: ECS' full and stable enrollment, robust waitlists, consistently positive operating margins and relatively strong liquidity levels compare favorably to investment grade peers and remain key credit strengths. MANAGEABLE DEBT BURDEN: Maximum annual debt service (MADS) comprises a relatively high 10.3% of fiscal 2013 operating revenues but is covered 2.3x by net income available for DS. ECS' long term debt constitutes 5x fiscal 2013 net income available for DS comparing relatively well to investment grade peers. RATING SENSITIVITIES RATING WATCH CONSIDERATIONS: A confirmation of a renewal term of no less than three years could stabilize the rating. CHARTER SCHOOL SECTOR RISKS: A limited financial cushion; substantial reliance on enrollment-driven, per pupil funding; and charter renewal risk are credit concerns common among all charter school transactions that, if pressured, could negatively impact the rating over time. CREDIT PROFILE: CHARTER RENEWAL EXPECTATIONS IMPROVE Fitch's previous rating downgrade to 'B' reflected ECS operation under a one year charter as of June 2013 and the uncertainty associated with a likelihood of a non-renewal in June 2014. During the November 2013 review of ECS Fitch was unable to receive confirmation from the charter authorizer as to their expected recommendation for renewal. During that time BPS was in the last stages of an extended and detailed review that included seven school visits and observations between the period of June and December 2013. Subsequent to the last review, BPS submitted a renewal recommendation for the charter. While the recommendation is not yet ratified by the SED and the term is unspecified, it is probable that a three year term is likely, due to ECS' previous status as needing academic improvement (obviating a full five year renewal) and the understanding that less than a three year renewal is too abbreviated a time frame to discern development in a school's overall academic achievement. RATING WATCH POSITIVE In the March 2013 rating action, Fitch downgraded ECS to 'BBB-', noting the possibility of the charter renewal term to be three years based on BPS anticipated recommendation and need for academic improvement. Subsequently, ECS was downgraded further to 'BB' reflecting the receipt of a one year charter despite initial indications of a longer term. This dissonance between the authorizer and the SED seems to have been resolved. In November 2013, ECS was further downgraded to 'B' reflecting the one year charter term and lack of information relating to a subsequent renewal which increased the likelihood of an impending closure in June of 2014. According to BPS, the current charter renewal process incorporated all of SED guidelines and close coordination with the office to ensure that BPS recommendation and the final approval of the SED would concur. Fitch expects confirmation of the charter renewal later this spring. ENROLLMENT AND FINANCIAL PERFORMANCE STABLE ECS' fall enrollment is at capacity with approximately 405 students for its K-8 classes. Fiscal 2013 results indicate a positive operating margin of 9.3% and growth in liquidity of about $850,000. Available funds for ECS total $3.86 million, comprising 71.5% of operating expenditures and 53.6% of long term debt. Pro forma MADS of $616k is covered 2.3x with net income available for DS with the MADS burden remaining high but manageable at 10.3% of unrestricted operating revenue. These ratios rank among the strongest among Fitch's charter school ratings. EURAMAX HOLDINGS: Signs Employment Agreement with CFO ----------------------------------------------------- Mary Cullin and Euramax International, Inc., entered into a written employment agreement on Feb. 3, 2014, in connection with her role as senior vice president, chief financial officer, and treasurer. Ms. Cullin's base salary under the employment agreement is $240,000 per year, subject to increase, but not decrease, at the discretion of the Board of Directors of the Company. Ms. Cullin is eligible for an annual cash bonus of up to 35 percent of her then-current base salary, subject to achievement of performance criteria to be set forth in an annual incentive plan adopted by the Board of Directors or Compensation Committee of the Board of Directors. Ms. Cullin is eligible to participate in the Company's employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company. In the event that Ms. Cullin's employment is terminated by the Company without "cause" or by Ms. Cullin for "good reason," Ms. Cullin will be entitled to (i) receive continuation of her base salary at the rate in effect immediately prior to the termination date for 12 months following the termination date and (ii) to the extent permitted pursuant to the applicable plans, continuation on the same terms as an active employee of medical insurance benefits that she would otherwise be eligible to receive as an active employee of the Company for 12 months following the termination date. A copy of the Employment Agreement is available for free at: http://is.gd/08sRoY About Euramax Holdings Euramax Holdings Inc. is an international producer of metal and vinyl products sold to the residential repair and remodel, non- residential construction and recreational vehicle markets primarily in North America and Europe. It considers itself a leader in several niche product categories, including preformed roof-drainage products sold in the U.S., metal roofing and siding for wood frame construction in the U.S., and aluminum siding for towable RVs in the U.S. and Europe. Euramax Holdings' balance sheet at Dec. 31, 2012, showed $594.42 million in total assets, $680.41 million in total liabilities and a $85.99 million total shareholders' deficit. * * * As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings from Moody's and "B-" long-term debt ratings from Standard & Poor's. FIELD FAMILY: Second Amended Reorganization Plan Confirmed ---------------------------------------------------------- Judge Stephen Raslavich has confirmed Field Family Associates, LLC's Second Amended Plan of Reorganization dated Dec. 10, 2013. Judge Raslavich also rules that the Debtor need not re-solicit votes for the Second Amended Plan. In addition, the votes cast with respect to the First Amended Plan are deemed votes cast with respect to the Second Amended Plan. The Plan dated Dec. 10 amends the treatment of Class 5-General Unsecured Creditors. Pursuant to the amendment, in the event the Debtor elects to proceed under the Sale Option, the Allowed Class 5 Claims will be paid in full in cash on the Effective Date. A copy of the Second Amended Plan is available for free at: http://bankrupt.com/misc/FIELDFAMILYplan2.pdf The Court confirmed the Debtor's First Amended Plan on Oct. 2, 2013. As reported by the Troubled Company Reporter on Nov. 27, 2013, the Plan contemplates paying all creditors in full over time. The Plan is to be funded from cash on hand, cash from future operations, and a $2 million loan from The Field Family Trust, an affiliate of the Debtor. Existing owners will retain control of the company. General unsecured claimants will receive amortized quarterly payments equal to their allowed claim over a four-year period with interest at the rate of 1% per annum, with the first payment to be made on the Effective Date and on the first business day of each quarter thereafter with the final payment to be made on the fourth anniversary of the Effective Date. New-Penn Management Co., Inc., will continue management of the hotel. The Debtor's current agreement with HLT Existing Franchise Holding, LLC, by which it operates the Hotel as a Hampton Inn, expires in November 2013. The Debtor has engaged in negotiations regarding continued operation of the hotel as a Hampton Inn. A copy of the First Amended Disclosure Statement is available for free at http://bankrupt.com/misc/FIELD_FAMILY_1ds.pdf About Field Family Five creditors filed an involuntary Chapter 11 bankruptcy petition against King of Prussia, Pa.-based Field Family Associates, LLC (Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012. On Sept. 6, 2012, a sixth creditor filed a Joinder in the involuntary Chapter 11 Petition. The Court entered an order for relief on Sept. 12, 2012. The Debtor owns and operates a 216-room hotel located at 144-10 135th Steet, in Jamaica, New York. Judge Stephen Raslavich presides over the case. Catherine G. Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes, Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the Alleged Debtor as counsel. Ashely M. Chan, Esq., at Hangley Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the petitioning creditors as counsel. The U.S. Trustee appointed a three-member creditors committee. Hangley Aronchick Segal Pudline & Schiller represents the Committee. FINJAN HOLDINGS: Former Intel Exec. Joins as VP, IP Licensing ------------------------------------------------------------- Ivan Chaperot has joined Finjan Holdings, Inc., as vice president, Intellectual Property (IP) Licensing. In this newly created position, he will be responsible for leading Finjan's IP licensing programs. Mr. Chaperot brings a wealth of experience from working with some of the industry's leading technology and IP asset management companies. He is joining the Company as a member of the senior management team and will report directly to Finjan's President, Phil Hartstein. Before joining Finjan, Mr. Chaperot was responsible for strategic and large scale patent acquisitions and licensing transactions at Intel Corporation, a position he held since November 2011. Previously, he was a licensing executive at Intellectual Ventures, a privately-held invention capital company, managing and licensing a patent investment portfolio worth over $100 million relating to software technologies. During his career, Mr. Chaperot developed successful outbound patent sales and licensing programs in the U.S. and throughout Europe. "Ivan brings a wealth of IP asset management, patent sales, acquisitions and licensing experience to our organization," said Finjan's President, Phil Hartstein. "His expertise will be invaluable as Finjan continues to execute and expand on its strategy of granting IP licenses while fostering innovation in the cybersecurity sector." "Finjan is uniquely positioned with a foundational patent portfolio rooted in its own invention, a successful track record of generating licenses, a team with deep expertise and rich relationships to shape and execute the expansion of this program," said Ivan Chaperot. "The IP market is maturing very fast, with the evolution of new business models that intellectual property as an asset class enables. These developments provide formidable organic and external growth opportunities, including M&A, to a nimble public company focused on IP and technology, like Finjan." Mr. Chaperot is a member of the Licensing Executive Society (LES) and LES International. He has authored and lectured on financial valuation and licensing. Mr. Chaperot is a European Patent Attorney and a French Patent Attorney. Recognized internationally as a pioneer and leader in web and network security, Finjan's decades-long investment in innovation is captured in its patent portfolio, centered around software and hardware technologies capable of proactively detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan has successfully licensed its patents to five major software and technology companies around the world. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Converted Organics disclosed a net loss of $8.42 million in 2012, as compared with a net loss of $17.98 million in 2011. Finjan Holdings's balance sheet at Sept. 30, 2013, showed $30.35 million in total assets, $927,000 in total liabilities and $29.42 million in total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit that raises substantial doubt about the Company's ability to continue as a going concern. FNBH BANCORP: Amends 2.3 Million Shares Rights Offering ------------------------------------------------------- FNBH Bancorp, Inc., amended its Form S-1 registration statement in connection with the Company's offer to holders of its common stock to buy additional shares of the Company's common stock at a price of $0.70 per share. The Company is offering up to 2,300,000 shares of its common stock. The Company is offering the shares on a "best efforts" basis, and there is no minimum number of shares that must be sold. This means there is no guarantee that the Company will be able to sell all or any of the shares offered, and that any purchaser of common stock in the offering may be the only purchaser. The Company's common stock is currently quoted on the OTCBB under the symbol "FNHM." On [__], the last reported sale price of our common stock was $[__] per share. The Company amended the registration statement to delay its effective date. A copy of the Form S-1/A prospectus is available free at: http://is.gd/MPPXfR About FNBH Bancorp Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding company, which owns all of the outstanding capital stock of First National Bank in Howell. The Bank was originally organized in 1934 as a national banking association. As of Dec. 31, 2011, the Bank had approximately 85 full-time and part-time employees. The Bank serves primarily five communities, Howell, Brighton, Green Oak Township, Hartland, and Fowlerville, all of which are located in Livingston County. FNBH disclosed net income of $329,000 in 2012, as compared with a net loss of $3.57 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $301.79 million in total assets, $292.65 million in total liabilities and $9.14 million in total shareholders' equity. BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. "The Corporation's subsidiary bank ("Bank") is significantly undercapitalized under regulatory capital guidelines and, during 2009, the Bank entered into a consent order regulatory enforcement action ("consent order") with its primary regulator, the Office of the Comptroller of the Currency. The consent order requires management to take a number of actions, including, among other things, increasing and maintaining its capital levels at amounts in excess of the Bank's current capital levels. As discussed in Note 20, the Bank has not yet met the higher capital requirements and is therefore not in compliance with the consent order. As a result of the uncertain potential impact of future regulatory actions, circumstances exist that raise substantial doubt about the Corporation's ability to continue as a going concern." FREEDOM INDUSTRIES: UST Seeks to Probe Bankruptcy Lawyers --------------------------------------------------------- Jacqueline Palank, writing for Daily Bankruptcy Review, reported that Assistant U.S. Trustee Debra A. Wertman is asking the U.S. Bankruptcy Court in Charleston, W.Va., to give her and Freedom Industries Inc.'s creditors time to conduct a "full review" of disclosures of past client relationships by Freedom's bankruptcy lawyers at McGuireWoods LLP to ensure the firm doesn't have any conflicts of interest. "A preliminary review of McGuireWoods's disclosures, however, revealed several connections between McGuireWoods and key parties in this case that require further investigation," Ms. Wertman said in court papers, the report cited. McGuireWoods spokesman Bob Lewis said: "McGuireWoods is cooperating with the U.S. Trustee and will have no further comment," the report also cited. Ms. Wertman's court filing came after The Wall Street Journal reported on McGuireWoods 's representation of Chemstream Holdings Inc. as the company acquired Freedom for $20 million in December. The deal is ripe for scrutiny by creditors seeking damages from Freedom for lost wages, lost business and property or personal injury as a result of last month's chemical spill, which affected the water supply of about 300,000 West Virginians, the report related. "The firm will not represent [Freedom] in matters directly adverse to" Rosebud Mining, or to Mr. Forrest, McGuireWoods said, supplementing its earlier disclosures, the report added. The firm also won't be able to investigate, on Freedom's behalf, Chemstream's takeover of Freedom. That work will fall to Barth & Thompson, a West Virginia firm hired to work on the case, according to the filing. The McGuireWoods spokesman added that the law firm "takes very seriously its ethical and disclosure obligations and devotes significant resources to those matters to ensure compliance." About Freedom Industries Freedom Industries Inc., the company connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. The Debtor estimated assets and debt of $1 million to $10 million. The petition was signed by Gary Southern, president. FUSION TELECOMMUNICATIONS: Obtains $4.3MM From Stock Offering ------------------------------------------------------------- At a closing held on Jan. 24, 2014, Fusion Telecommunications International, Inc., accepted subscriptions from and issued to a total of 39 accredited investors, an aggregate of 4,358 shares of its Series B-2 Cumulative Convertible Preferred Stock, par value $0.01 per share, and (b) Warrants to purchase 13,945,600 shares of the Company's Common Stock and received gross cash proceeds of $4,358,000. The proceeds, net of transaction expenses, will be used for general corporate purposes. The closing was the second (and final) closing of an offering of Series B-2 Preferred Stock and Investor Warrants that provided total cash proceeds of $20.8 million, exclusive of debt conversions totaling $2.05 million on the same terms as provided to other Investors. Each share of Series B-2 Preferred Stock has a Stated Value of $1,000, and is convertible into shares of the Company's Common Stock at a conversion price of $0.10 per share, subject to adjustment. Subject to the other terms of the Series B-2 Preferred Stock, the Series B-2 Preferred Stock sold to the Investors is convertible into an aggregate of 43,580,000 shares of the Company's Common Stock. The Investor Warrants may be exercised at any time following the Share Authorization Date, for a number of Warrant Shares that is equal to 40 percent of the Stated Value divided by one hundred and twenty 125 percent of the Preferred Conversion Price, as adjusted for stock splits, combinations and reclassifications (the "Investor Warrant Exercise Price"). Each Investor Warrant will be exercisable at the Investor Warrant Exercise Price for a five-year term commencing on the date of issuance. Commencing Jan. 1, 2016, the Company has the right to force the conversion of the Series B-2 Preferred Stock into Common Stock at the Preferred Conversion Price; provided that the volume weighted average price for Fusion's Common stock is at least $0.25 for ten (10) consecutive trading days. In addition, shares of Series B-2 Preferred Stock bear a cumulative six percent annual dividend payable quarterly in arrears, in cash or shares of Common Stock, at the option of the Company. The Company sold the Series B-2 Preferred Stock and Investor Warrants through its officers and directors, in conjunction with the assistance of certain select broker-dealers, each of which is registered as such with the Financial Industry Regulatory Association. The Company paid aggregate cash compensation to the broker-dealers of $0.3 million, and issued or is obligated to issue warrants to the broker-dealers or their respective designees to purchase 1,930,000 shares of the Company's Common Stock. A full-text copy of the Form 8-K report is available at: http://is.gd/R9JGIu About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. The Company reported a net loss of $5.20 million in 2012, as compared with a net loss of $4.45 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $26.67 million in total assets, $29.71 million in total liabilities and a $3.03 million total stockholders' deficit. Rothstein Kass, in Roseland, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has had negative working capital balances, incurred negative cash flows from operations and net losses since inception, and has limited capital to fund future operations that raises a substantial doubt about their ability to continue as a going concern. GLOBAL SHIP: Lenders Agree to Waive Feb. 10 Covenant Test --------------------------------------------------------- Global Ship Lease on Feb. 12 disclosed that the container shipping industry has been experiencing a significant cyclical downturn. As a consequence, there has been a continued decline in charter free market values of containerships since mid-2012. While the Company's stable business model largely insulates it from volatility in the freight and charter markets, a covenant in the credit facility with respect to the Leverage Ratio, which is the ratio of outstanding drawings under the credit facility and the aggregate charter free market value of the secured vessels, causes the Company to be sensitive to significant declines in vessel values. Under the terms of the credit facility, the Leverage Ratio cannot exceed 75%. The Leverage Ratio has little impact on the Company's operating performance, as cash flows are largely predictable under its business model. In anticipation of the scheduled test of the Leverage Ratio as at November 30, 2012, when the Company expected that the Leverage Ratio would be between 75% and 90%, the Company agreed with its lenders to waive the requirement to perform the Leverage Ratio test until December 1, 2014. Under the terms of the waiver, the fixed interest margin to be paid over LIBOR increased to 3.75%, prepayments became based on cash flow rather than a fixed amount of $10 million per quarter, and dividends on common shares cannot be paid. On February 10, 2014 this waiver was extended, on the same terms, such that the next scheduled test is May 1, 2015. In the three months ended December 31, 2013, a total of $17.9 million of debt was repaid, leaving a balance outstanding of $366.4 million. Net Income Net income for the three months ended December 31, 2013 was $7.9 million after $2.5 million non-cash interest rate derivative mark- to-market gain. For the three months ended December 31, 2012, net income was $8.1 million after the $4.7 million non-cash interest rate derivative mark-to-market gain. Normalized net income, which excludes the effect of the non-cash interest rate derivative mark- to-market gains and losses, was $5.4 million for the three months ended December 31, 2013 and $3.5 million for the three months ended December 31, 2012. Net income was $32.5 million for the year ended December 31, 2013 after a $14.3 million non-cash interest rate derivative mark-to- market gain. For the year ended December 31, 2012, net income was $31.9 million after a $9.7 million non-cash interest rate derivative mark-to-market gain. Normalized net income was $18.2 million for the year ended December 31, 2013 and $22.2 million for the year ended December 31, 2012. A copy of Global Ship's earnings release is available for free at http://is.gd/ggA6UX About Global Ship Lease London, England-based Global Ship Lease (NYSE: GSL, GSL.U and GSL.WS) -- http://www.globalshiplease.com/-- is a containership charter owner. Incorporated in the Marshall Islands, Global Ship Lease commenced operations in December 2007 with a business of owning and chartering out containerships under long-term, fixed rate charters to world class container liner companies. Global Ship Lease owns 17 vessels with a total capacity of 66,297 TEU with a weighted average age at June 30, 2010, of 6.3 years. All of the current vessels are fixed on long-term charters to CMA CGM with an average remaining term of 8.6 years. The Company has contracts in place to purchase two 4,250 TEU newbuildings from German interests for approximately US$77 million each that are scheduled to be delivered in the fourth quarter of 2010. The Company also has agreements to charter out these newbuildings to Zim Integrated Shipping Services Limited for seven or eight years at charterer's option. As reported in the Dec. 1, 2012, edition of the TCR, Global Ship Lease disclosed that it had entered into an agreement with its lenders to waive until Nov. 30, 2012, the requirement under its credit facility to conduct loan-to-value tests. The credit facility requires that loan-to-value, which is the ratio of outstanding borrowings under the credit facility to the aggregate charter-free market value of the secured vessels, cannot exceed 75%. GRAND CENTREVILLE: Can Use Cash Collateral Until July 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia, in a third interim order, authorized Grand Centreville, LLC to use cash collateral in which Wells Fargo Bank, N.A., asserts an interest. Wells Fargo serves as trustee for the registered holders of JP Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC13, as assignee of the loan originally made by CIBC Inc., in the original amount of $27,000,000 and related loan documents in secured creditor's possession. The Debtor's authorization to use cash collateral will terminate on July 31, 2014. The order also provides that the Debtor does not pay (a) more than 110 percent for any line item set forth in the budget in any given month, and (b) more than 100 percent of the aggregate total amount set forth in the budget for any given month. As adequate protection from any diminution in value of the lender's collateral, the Debtor will make (i) monthly payment of $147,759; (ii) $60,000 additional protection payment; (iii) all monthly tax, insurance, or other escrow payments required under and pursuant to the terms of loan documents for such month, which is the date of the order aggregates $47,071, and $2,145 per month with regard to repairs; plus (iv) an amount equal to reasonable attorneys' fees and expenses incurred by secured creditor in connection with the loan and the Chapter 11 case. About Grand Centreville Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-13590) on Aug. 2, 2013. The petition was signed by Michael L. Schuett, principal of Black Creek Consulting Ltd., the receiver. Judge Robert G. Mayer presides over the case. Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner & Beran, PLC, in Richmond, Va., represent the Debtor as counsel. In its schedules, the Debtor disclosed $40,550,045.74 in assets and $26,247,602.00 in liabilities as of the petition date. GREAT LAKES PROPERTIES: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Great Lakes Properties of Fenton, LLC 12901 Fenton Heights Boulevard Fenton, MI 48430 Case No.: 14-30332 Chapter 11 Petition Date: February 12, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Flint) Judge: Hon. Daniel S. Opperman Debtor's Counsel: Robert N. Bassel, Esq. P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 Email: bbassel@gmail.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Raad Asmar, member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. GREGORY CANYONS: Creditors File Involuntary Bankruptcy Petition --------------------------------------------------------------- Three entities allegedly owed $2.43 million are asking the bankruptcy court in San Diego, California, to force Gregory Canyons Ltd., Limited Liability Company, into bankruptcy under Chapter 11. The petitioning creditors are Capital Foresight Limited Partnership (allegedly owed $428,000), Irwin Heller (owed $1.55 million) and the Richard Marcus Profit Sharing Plan (owed $453,000). Their claims are on account of loans provided to Gregory Canyons. The petitioning creditors are represented by attorneys at DSR & Associates, P.C., in San Diego. According to the docket, summonses have been served to Debtor. The Debtor's answer to the involuntary Chapter 11 petition is due March 5, 2014. The involuntary petition (Bankr. S.D. Cal. Case No. 14-00983) was filed Feb. 12, 2014. Chief Judge Laura S. Taylor is assigned to the case. GREGORY CANYONS: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Gregory Canyons Ltd., Limited Liability Company 160 Industrial Street, Suite 200 San Marcos, CA 92078 Case Number: 14-00983 Involuntary Chapter 11 Petition Date: February 12, 2014 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Laura S. Taylor Petitioner's Counsel: Deborah Schrier-Rape, Esq. DSR & ASSOCIATES, P.C. 945 Fourth Avenue, Suite 305 San Diego, CA 92101 Tel: 214-732-6441 Email: dsr@dsr-law.com Debtor's petitioners: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Capital Foresight Loan $428,441 Limited Partnership 2980 Beverly Glen Cir., Ste. 300 Los Angeles, CA 90077 Irwin Heller Loan $1,551,837 c/o Mintz, Levin, Cohn, Ferris, Glovsky, and Pepeo P.C. One Financial Center Boston, MA 02111 Richard Marcus Profit Loan $452,905 Sharing Plan c/o Richard Marcus Western Skies Associates, LLC 5655 S. Yosemite Street, Suite 201 Englewood, CO 80111 GRIFFON CORP: Moody's Affirms B1 CFR & Rates Unsecured Notes B1 --------------------------------------------------------------- Moody's Investors Service affirmed Griffon Corporation's B1 Corporate Family Rating (CFR) and B1-PD Probability of Default Rating (PDR) and assigned a B1 rating to the company's newly proposed $550 million senior unsecured notes offering. At the same time, Moody's affirmed the company's SGL-2 speculative grade liquidity rating. The outlook is maintained at stable. Proceeds from the $550 million proposed notes offering and approximately $38 million of balance sheet cash will be used to refinance $550 million of existing senior unsecured notes due 2018, pay a tender premium of nearly $30 million and fund transaction fees and expenses. While the transaction is effectively leverage neutral and is expected to improve the company's cost of capital, it also marginally weakens near-term liquidity because of the use of balance sheet cash. However, the company maintains a $225 million revolving credit facility that had approximately $180 million of availability (subject to financial covenant limitations) at December 31, 2013, which continues to provide the company with good liquidity. "The affirmation of Griffon's ratings assumes credit metrics will improve from current levels, which are relatively weak for the B1 rating category," says Brian Silver, Analyst at Moody's Investors Service. "Restructuring and other cost saving initiatives are expected to improve Griffon's operating margins over time and drive deleveraging and improved cash flow generation." The following ratings were assigned to Griffon Corporation (subject to final documentation): $550 million senior unsecured notes due 2022 at B1 (LGD4, 57%). The following ratings were affirmed at Griffon Corporation: Corporate Family Rating at B1; Probability of Default Rating at B1-PD; $225 million senior secured revolving credit facility due 2018 at Ba1 (LGD2, 10%); Speculative Grade Liquidity Rating at SGL-2 The following ratings will be withdrawn upon the close of the transaction: $550 million senior notes due 2018 at B1 (LGD4, 57%). The outlook is maintained at stable. Ratings Rationale Griffon's B1 Corporate Family Rating reflects its high leverage, mid-single digit operating margins and relatively modest revenue size within each of its operating segments. Moody's expects moderate revenue growth during the next 12 -- 18 months along with margin improvement stemming from cost saving initiatives. The Telephonics business, which specializes in radar and other surveillance equipment mostly for US Government military application, continues to face some uncertainty with respect to government defense spending, but the healthy backlog eases near- term concerns. The Home & Building Product segment is expected to continue to benefit from improvement in the US housing market. In addition, while snow shovel sales have been very strong, Moody's expects more normalized weather conditions to temper growth in the Ames segment over time, but more moderate weather may benefit the segment's other product lines. Also, Moody's views the company's leading market position in many of its product segments favorably and Moody's expect the company to maintain good liquidity over the next year. The stable outlook reflects Moody's view that credit metrics will moderately improve during the company's FY14 and improve at a faster pace in FY15 following the completion of the company's HBP restructuring initiatives. The stable outlook assumes the company will not enter into any large debt-financed acquisitions during the next twelve months and that the housing market will not experience any large shocks. Also, while there continues to be uncertainty surrounding future US military spending and the macroeconomic situation in Europe, these variables are not expected to materially impact the company during the next twelve months. The ratings could be downgraded if leverage, as measured by adjusted debt-to-EBITDA, is sustained above 5.5 times during the next twelve months. Also, if adjusted operating margins begin to approach 4% or if interest coverage, as measured by EBITA-to- interest, drops below 1.5 times, the ratings could be downgraded. In addition, the ratings could be downgraded if there is a material weakening of liquidity, significant share buybacks, or if the company engages in a large debt-financed acquisition. Alternatively, although unlikely at this time, Griffon's ratings could be upgraded if credit metrics improve such that debt-to- EBITDA is sustained at less than 4.0 times, EBITA-to-interest is greater than 2.0 times, and operating margins approach the high single digit range. The principal methodology used in this rating was the Global Consumer Durables published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Griffon Corporation (NYSE:GFF) is a diversified management and holding company that conducts business through its wholly-owned subsidiaries. Griffon manages its operations through three business units: Home & Building Products (46% of revenues), Clopay Plastic Products (30% of revenues), and Telephonics (24% of revenues). The Home & Building Products unit manufactures residential garage doors and non-powered lawn and garden tools. The Clopay Plastic Products unit manufactures specialty plastic films and laminates for hygienic, healthcare and industrial end markets. The Telephonics segment develops and manufactures high- technology, integrated information, communication and sensor system solutions for use in military and commercial markets worldwide. For the twelve months ended December 31, 2013 the company generated total revenue of approximately $1.9 billion. GRIFFON CORP: S&P Affirms 'BB-' CCR & Rates $550MM Sr. Notes 'BB-' ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its ratings, including the 'BB-' corporate credit rating, on New York City-based Griffon Corp. The outlook is stable. At the same time, S&P assigned its 'BB-' issue-level rating to the company's proposed eight-year senior unsecured notes with a recovery rating of '3', indicating that investors can expect meaningful (50%-70%) recovery in the event of a default. "The corporate credit rating on Griffon Corp. reflects a combination of what we consider to be the company's "fair" business risk profile and "aggressive" financial risk profile," said Standard & Poor's credit analyst Thomas Nadramia. Based on S&P's expectations, it views the company's liquidity position as adequate. The stable rating outlook reflects S&P's expectation that credit measures will remain in the range of an aggressive financial risk profile, with debt to EBITDA of 4x-5x, FFO to debt of 15%-20%, and interest coverage of more than 3x. S&P expects Griffon will maintain adequate liquidity. S&P could lower the rating if Griffon's operating performance deteriorated due to the potential loss of a large customer or a significant cutback in defense contracts using Griffon's telephonics products, such that EBITDA contracted, resulting in debt to EBITDA and other measures to be indicative of a "highly leveraged" financial risk profile (e.g., debt to EBITDA of greater than 5x). A downgrade could also occur if Griffon pursued a more aggressive financial policy of debt-financed share repurchases or acquisitions. An upgrade could occur if Griffon's leverage measures improved to levels S&P views as consistent with a significant financial risk profile (e.g. debt to EBITDA of 3x-4x) and was sustained at these levels with only modest use of debt for acquisitions or share repurchases. S&P thinks such a scenario could occur if Griffon could improve revenues in the mid-single-digit percentage and EBITDA margins improved by about 100 basis points. GRUPO UNITED: Panama Says Canal Talks Making Progress ----------------------------------------------------- Dan Molinski and David Roman, writing for The Wall Street Journal, reported that Panama and a European consortium of builders in charge of a historic expansion of the Panama Canal have made some progress in talks to end a bitter dispute over money and a final decision on the issue will be made within a week, the head of the canal said on Feb. 12. According to the report, speaking to reporters, Jorqe Quijano, the head of the Panama Canal Authority, struck a slightly more positive tone than in past days on the issue of whether the two sides can reach a deal to keep the project on track for completion next year. He said his team of negotiators is working around the clock to find a way out of the impasse over $1.6 billion in construction-cost overruns, but added Panama's "patience isn't everlasting." The building companies began complaining publicly about six weeks ago, saying overruns left them without capital to finish work, the report related. They demand that Panama fork out at least part of the extra costs in advance, before a Miami-based arbitration court decides who will pay in the end. Panama says it has already paid enough cash ahead of schedule and refuses to negotiate outside the original contract. Mr. Quijano said the agreements reached suggest things are moving in the right direction toward a deal, the report further related. "But this doesn't mean we've abandoned the alternative, which is for us to take over the project. That option is still in play and we're preparing for it in case it's necessary," he said, the report cited. GUIDED THERAPEUTICS: George Landegger Amends 13G Filing ------------------------------------------------------- George F. Landegger and related entities filed with the U.S. Securities and Exchange Commission an amended Schedule 13G on Jan. 29, 2014. Mr. Landegger and his entities as of May 23, 2013, they beneficially owned 7,062,615 shares of common stock of Guided Therapeutics, Inc., representing 10.6 percent of the shares outstanding. Mr. Landegger previously reported beneficial ownership of 6,768,497 common shares as of Nov. 22, 2011. A copy of the regulatory filing is available at http://is.gd/QtZctq 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," the Company said in its quarterly report for the period ended Sept. 30, 2013. GULFCO HOLDING: Prospect Capital Seeks Dismissal of Ch. 11 Case --------------------------------------------------------------- Law360 reported that Prospect Capital Corp., which is a major creditor in oil drilling equipment holding company Gulfco Holding Corp.'s bankruptcy, pushed for the Chapter 11 case to be thrown out, five days after the debtor accused it of plotting "to steal" a nondebtor operating affiliate. According to the report, in a motion before the Delaware bankruptcy court, Prospect alleges that Gulfco filed its case in bad faith because the situation is really just a two-party dispute that's been improperly cloaked as a Chapter 11 case. Headquartered in Wilton, Connecticut, Gulfco Holding Corp. filed a bare-bones Chapter 11 petition (Bankr. D. Del. Case No. 13-13113) on Nov. 27, 2013. The Hon. Brendan Linehan Shannon presides over the case. Michael Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff LLP represents the Debtor in its restructuring effort. The Debtor estimated $10 million to $50 million in assets and debts. According to the list of top unsecured creditors, PNC Bank, National Association is owed $5.4 million and Prospect Capital Corp. has a disputed claim of $40.95 million on account of its shares of stock in Gulf Coast Machine & Supply Company. Altus Capital Partners II, L.P. and its affiliates, Franklin Park Co-Investment Fund, L.P., David LeBlanc, and Steven Tidwell own shares in the company. Elizabeth A. Burgess, as president and CEO, signed the Chapter 11 petition. HAAS ENVIRONMENTAL: Panel Hires EisnerAmper as Financial Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Haas Environmental, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to retain EisnerAmper LLP as financial advisor, effective Jan. 1, 2014. The Committee requires EisnerAmper to: (a) gain an understanding of the Debtor's corporate structure, including non-debtor entities; (b) perform a preliminary assessment of the Debtor's cash needs and related projections; (c) establish reporting procedures that will allow for the monitoring of the Debtor's post-petition operations; (d) develop and evaluate alternative sale and liquidation strategies; (e) prepare a preliminary dividend analysis to determine potential return to unsecured creditors; (f) gain an understanding of the Debtor's accounting systems; (g) scrutinize proposed sale transactions, if any, including the assumption and rejection of executory contracts; (h) identify, analyze and investigate transactions with non- Debtor entities and other related parties; (i) monitor the Debtor's weekly operating results, availability and borrowing base certificates; (j) analyze the Debtor's budget-to-actual results on an ongoing basis for reasonableness and cost control; (k) communicate findings to the Committee; (l) investigate and analyze all potential avoidance action claims; (m) assist the Committee in negotiating the key terms of a Plan of Reorganization/Liquidation; (n) review and analyze any proposed Plan of Reorganization/Liquidation and Disclosure Statement; and (o) render such assistance as the Committee and its counsel may deem necessary. EisnerAmper will be paid at these hourly rates: Director/Partners $425-$590 Manager/Senior Managers $280-$420 Staff/Senior Staff $160-$275 Paraprofessional $130-$160 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Allen D. Wilen, partner of EisnerAmper, 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. EisnerAmper can be reached at: Allen D. Wilen EISNERAMPER LLP 111 Wood Avenue South Iselin, NJ 08830-2700 Tel: (732) 243-7386 Haas Environmental, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-27297) on Aug. 6, 2013. Eugene Haas signed the petition as president. Judge Kathryn C. Ferguson presides over the case. The Debtor disclosed $10,127,069 in assets and $11,595,611 in liabilities as of the Chapter 11 filing. Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New Jersey, serves as the Debtor's counsel. Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as counsel for the Official Committee of Unsecured Creditors. HAAS ENVIRONMENTAL: Hires Guida Realty as Real Estate Broker ------------------------------------------------------------ Haas Environmental, Inc. asks for permission from the Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey to employ Guida Realty as real estate broker. The Debtor seeks to retain Guida Realty to market and locate a buyer for its real estate located at 647 Market Street, Steubanville, OH, and assist the Debtor in closing on such sale. Guida Realty will seek 6% commission on the gross proceeds of the sale. Anthony J. Guida, principal of Guida Realty, 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. Guida Realty can be reached at: Anthony J. Guida GUIDA REALTY 4221 Sunset Boulevard Steubanville, OH 43952 Tel: (740) 264-5569 Fax: (740) 264-5995 Haas Environmental, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-27297) on Aug. 6, 2013. Eugene Haas signed the petition as president. Judge Kathryn C. Ferguson presides over the case. The Debtor disclosed $10,127,069 in assets and $11,595,611 in liabilities as of the Chapter 11 filing. Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New Jersey, serves as the Debtor's counsel. Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as counsel for the Official Committee of Unsecured Creditors. HERCULES OFFSHORE: BlackRock Stake at 5.48% as of Dec. 31 --------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31, 2013, it beneficially owned 9,544,513 shares of common stock of Hercules Offshore Inc. representing 6 percent of the shares outstanding. BlackRock previously reported beneficial ownership of 8,682,004 common shares or 5.48 percent equity stake as of Dec. 31, 2012. A copy of the regulatory filing is available for free at http://is.gd/NC9q4T About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $2.40 billion in total assets, $1.48 billion in total liabilities and $922.37 million in stockholders' equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HERON LAKE: Posts $2.3 Million Net Income in Fiscal 2013 -------------------------------------------------------- Heron Lake BioEnergy, LLC, filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $2.26 million on $163.76 million of revenues for the year ended Oct. 31, 2013, as compared with a net loss of $32.35 million on $168.65 million of revenues for the same period a year ago. The Company's balance sheet at Oct. 31, 2013, showed $60.79 million in total assets, $33.24 million in total liabilities and $27.55 million in total members' equity. Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2013. The independent auditors noted that the Company has incurred losses due to difficult market conditions and had lower levels of working capital than was desired. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Company has entered into an amended and restated master loan agreement with AgStar Financial Services, PCA, under which the Company has two forms of debt as of Oct. 31, 2013, a term note and a revolving term note. The Company's total indebtedness to AgStar as of Oct. 31, 2013, was approximately $22.6 million, consisting of approximately $16.6 million under the term note and approximately $6 million under the revolving term note. The Company's loan agreements with AgStar are secured by substantially all business assets and are subject to various financial and non-financial covenants that limit distributions and debt and require minimum debt service coverage, net worth, and working capital requirements. The Company was in compliance with the covenants of its loan agreements with AgStar as of Oct. 31, 2013. In the past, the Company's failure to comply with the covenants of the master loan agreement and failure to timely pay required installments of principal has resulted in events of default under the master loan agreement, entitling AgStar to accelerate and declare due all amounts outstanding under the master loan agreement. If AgStar accelerated and declared due all amounts outstanding under the master loan agreement, the Company would not have adequate cash to repay the amounts due, resulting in a loss of control of the Company's business or bankruptcy. A copy of the Form 10-K is available for free at: http://is.gd/C9FmFm About Heron Lake Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol plant in Heron Lake, Minnesota. After completing a conversion in November 2011, the Company is now a natural gas fired ethanol plant. Its subsidiary, HLBE Pipeline Company, LLC, owns 73 percent of Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that provides natural gas to the Company's ethanol production facility through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota. Its subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield and Wilder, Minnesota. At nameplate, the Company's ethanol plant has the capacity to process approximately 18.0 million bushels of corn each year, producing approximately 50 million gallons per year of fuel-grade ethanol and approximately 160,000 tons of distillers' grains with soluble. HOPE ACADEMY: Fitch Affirms 'BB' Rating on $8.88MM Revenue Bonds ---------------------------------------------------------------- Fitch Ratings affirms the 'BB' rating on approximately $8.885 million of outstanding public school academy limited obligation revenue bonds, series 2011, issued by the Michigan Finance Authority on behalf of Hope Academy (Hope, Academy). The Rating Outlook is Stable. SECURITY Pledged revenues consist of up to 20% of state allocated per pupil foundation allowance (PPFA), and all other legally available, unrestricted funds. The trustee intercepts the pledged revenues from the State of Michigan monthly, for bond debt service, prior to remitting excess funds to Hope. In addition to the intercept, bondholders benefit from a property mortgage and a cash-funded debt service reserve equal to maximum annual debt service (MADS). There is a debt service annual coverage (DSC) covenant of at least 1.1x. KEY RATING DRIVERS WEAK BALANCE SHEET AND OPERATIONAL VOLATILITY: Hope's operating performance, balance sheet resources and debt burden metrics have fluctuated downward due to moving into a new building (fiscal 2012) and upward when hosting an alternative high school year (fiscal 2013). The balance sheet remains slim for the rating category. ACADEMIC PERFORMANCE FALLS SHORT: Hope has demonstrated low academic performance in the last three years, in part due to a sizeable special education population. Given significant weight placed on academic performance in the charter renewal process, Hope remains susceptible to non-renewal risk, even though its charter was renewed in June 2013 for a three-year term. This term was shorter than its prior three five-year charter terms. STRONG ENROLLMENT: Hope has grown enrollment in recent years as a result of adding 7th and 8th grade classes. This growth has met or exceeded projections despite academic issues, and lends stability to the rating. CAPABLE MANAGEMENT TEAM: The management team exhibits academic expertise, fiscal conservatism and dedication to the local community. However, implementation of academic initiatives could further stress already limited financial flexibility. RATING SENSITIVITIES ACADEMIC PERFORMANCE: Failure to improve academic performance generally, and under the state-required academic transformation plan, could heighten renewal risk. FINANCIAL PERFORMANCE: Maintaining balanced operating performance, generating positive debt service coverage, building reserves, and meeting bond covenants are important to maintaining Hope's current rating. STANDARD SECTOR CONCERNS: A limited financial cushion; substantial reliance on enrollment-driven, per pupil funding; and charter renewal risk are credit concerns common among all charter school transactions that, if pressured, could negatively impact the rating over time. CREDIT PROFILE Hope Academy is a K-8 charter school located near the historic district of Detroit, MI (the city), and serves students living in the city and surrounding suburbs. Hope has operated since 1998, having received an initial five-year charter and two subsequent five-year renewals (through June, 2013). Eastern Michigan University (EMU) reauthorized Hope's current charter for only three years, effective through June 2016, due in part to academic performance. Most students are considered low income and qualify for free or reduced lunch assistance. Proceeds of the series 2011 bonds funded the purchase of a facility (formerly a Detroit Public School building) with a capacity of about 700 students. This allowed Hope to add seventh and eighth grades. As of the 2012/2013 academic year, Hope was fully moved into the new space, and serves K-8 as planned. Management continues to study adding on grades 9-12. Enrollment for fall 2013 was 705 students, but by mid-year had dipped to around 656. A separate alternative high school shared Hope's facility - and its charter authorization - on a temporary basis for the 2012/2013 academic year only. Only Hope occupies the facility in 2013/2014. Hope uses an out-sourced chief financial officer (CFO), who also serves as the CFO of Black Family Development, Inc. Hope's in- house management team has not changed, which Fitch notes positively. SLIM OPERATING PERFORMANCE Hope's operating margin has fluctuated widely in recent years. It was modestly negative in four out of the last six years, was negative 9.5% in 2012, and returned to positive 1.5% in fiscal 2013. The negative margin in fiscal 2012 was in large part due to delays in moving into the new building and related non-recurring expenses. The stronger fiscal 2013 results include financial operations of an alternative high school (grade 9 only) which is no longer part of Hope and will not be included in its 2014 audit results. In Fitch's view, the variable financial results underscore Hope's limited ability to absorb unanticipated revenue or expense fluctuations. For the current fiscal 2014 budget, the school budgeted a modest surplus. Interim financial reports for the first two quarters of the year indicate operations are balanced. However, Fitch will monitor the financial impact of the mid-year enrollment decline once the fiscal 2014 audit becomes available. GENERALLY SUFFICIENT DEBT SERVICE COVERAGE Positively, Hope has achieved at least 1.0x current coverage in all but one of the last six years. Fiscal 2013 MADS coverage, reflecting the series 2011 bonds, was 1.5x. An exception was fiscal 2012, in which non-recurring expenses related to the new facility resulted in a $561,000 operating deficit and only 0.4X MADS coverage. LIMITED BALANCE SHEET Hope has a very limited balance sheet. Available funds, defined as cash and investments not permanently restricted, declined to $145,000 at June 30, 2013. This represented a very modest 1.9% of annual operating expenses ($7.8 million) and 1.6% of outstanding debt ($8.9 million). Fitch considers this slim liquidity level low for the 'BB' rating category. In addition, the school utilizes a bank line ($300,000) and a state aid anticipation note ($650,000) to smooth cash-flow during the academic year. The Stable Outlook indicates Fitch's expectation that Hope's positive 2013 operating results and positive debt service coverage will continue. This should, over time, grow available funds to a level more consistent with the 'BB' rating, and reduce reliance on short-term note and bank line borrowing for working cash. ACADEMIC PERFORMANCE In each of the last three academic years (fiscal 2011, 2012 and 2013), Hope has failed to achieve federally mandated AYP (annual yearly progress) targets. Starting in academic year 2012/2013, Michigan received a U.S. Department of Education waiver from AYP/no child left behind requirement standards, and was thus allowed to set its own standards. However, Hope continues to be an under-performing institution, and Michigan ranked it as a 'Priority' school in 2013, one with academic growth and achievement among the lowest 5% in the state. As such, it has filed an academic transformation plan with the state, and is working to improve academic indicators and testing results. Like other schools in Michigan and the U.S., Hope is also preparing for Common Core academic standards, for which the first year is expected to be 2014/2015. Hope's charter authorizer noted that a single statistic determines 'priority' status, which for Hope is the academic performance between its highest and lowest performing students, ranked state- wide. Hope maintains a sizeable special education population, about 13% of enrollment, whose performance typically lags the traditional population and contributed to the academic status. RECENT CHARTER RENEWAL EMU, Hope's authorizer, noted that academic performance is weighted heavily in the renewal considerations. EMU renewed Hope's charter effective June 2013, but for a three-year period instead of the standard (and former) five-year period. This change was due in part to Hope's academic performance. There are substantial changes to the academic performance review process in the state, which Fitch will monitor. Importantly, enrollment at Hope Academy has not suffered as a result of the academic ranking. However, Fitch continues to view Hope's charter renewal risk as heightened. ALTERNATIVE HIGH SCHOOL In fall 2012 (fiscal 2013), Hope Academy Schools of the Future (HASF) enrolled about 104 ninth grade students in a separately managed alternative high school program targeting at-risk students. The program had a strong technology component. HASF shared Hope's facility and was authorized under Hope's charter for one year, and HASF operations were incorporated in the fiscal 2013 audit. As of the 2013/2014 academic year, HASF does not operate in Hope's facility or within Hope's charter contract. No HASF operations are included in the fiscal 2014 or future financial statements. HOUSTON REGIONAL: Sports Network Is in Chapter 11 Officially ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Comcast Corp. finally carried the day when the bankruptcy judge in Houston granted the involuntary Chapter 11 petition filed in September against Houston Regional Sports Network LP. According to the report, the Houston Rockets, one of the owners of the sports network, wanted no bankruptcy. Comcast, also one of the owners of the network, has stated its willingness to be the lead bidder at an auction. The network previously said there are "significant negotiations" with "at least one other party" in addition to Comcast. The Houston network is a joint venture among Comcast, the Houston Rockets, and the Houston Astros professional baseball club. The Astros joined Philadelphia-based Comcast in urging the court to put the network into Chapter 11, the report related. 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. HOVNANIAN ENTERPRISES: BlackRock Holds 8.8% of Class A Shares ------------------------------------------------------------- BlackRock, Inc., disclosed in an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, that as of Dec. 31, 2013, it beneficially owned 10,996,974 shares of Class A common stock of Hovnanian Enterprises Inc. representing 8.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/0HaiAT About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. Hovnanian Enterprises posted net income of $31.29 million on $1.85 billion of total revenues for the year ended Oct. 31, 2013, as compared with a net loss of $66.19 million on $1.48 billion of total revenues during the prior year. As of Oct. 31, 2013, the Company had $1.75 billion in total assets, $2.19 billion in total liabilities and a $432.79 million total deficit. * * * As reported by the Troubled Company Reporter on April 25, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'. "The upgrade reflects strengthening operating performance supported by the broader recovery in the housing market that, we believe, should support modest profitability in 2013," said Standard & Poor's credit analyst George Skoufis. In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-' from 'CCC'. The upgrade and the Stable Outlook reflects HOV's operating performance year-to-date (YTD), adequate liquidity position, and moderately better prospects for the housing sector during the remainder of this year and in 2014. As reported by the TCR on Jan. 9, 2014, Moody's Investors Service raised the Corporate Family Rating of Hovnanian Enterprises, Inc., to B3 from Caa1. The upgrade of the Corporate Family Rating to B3 reflects Hovnanian's improved financial performance including improvement in interest coverage to slightly above 1x and finally turning net income positive for the fiscal year 2013. HOVNANIAN ENTERPRISES: Ara Hovnanian Owns 60% of Class B Shares --------------------------------------------------------------- Ara K. Hovnanian disclosed in an amended Schedule 13D filed with the U.S. Securities and Exchange Commission that as of Jan. 2, 2014, he beneficially owned 9,604,873 shares of Class B common stock, $.01 par value per share, of Hovnanian Enterprises, Inc., representing 60 percent of Class B Stock. The percentage is based upon 14,805,405 shares of Class B Common Stock outstanding as of Jan. 14, 2014, plus (for purposes of computing that percentage) the shares of Class B Common Stock underlying those options. A copy of the regulatory filing is available for free at: http://is.gd/KdRQ1V In a separate filing, Ara K. Hovnanian reported beneficial ownership of 20,518,502 shares of Class A common stock, $.01 par value per share, of Hovnanian Enterprises, Inc., representing 15.3 percent of the Class A common stock as of Jan. 2, 2014. A copy of the regulatory filing is available for free at http://is.gd/bUBrBG About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. Hovnanian Enterprises posted net income of $31.29 million on $1.85 billion of total revenues for the year ended Oct. 31, 2013, as compared with a net loss of $66.19 million on $1.48 billion of total revenues during the prior year. As of Oct. 31, 2013, the Company had $1.75 billion in total assets, $2.19 billion in total liabilities and a $432.79 million total deficit. * * * As reported by the Troubled Company Reporter on April 25, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'. "The upgrade reflects strengthening operating performance supported by the broader recovery in the housing market that, we believe, should support modest profitability in 2013," said Standard & Poor's credit analyst George Skoufis. In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-' from 'CCC'. The upgrade and the Stable Outlook reflects HOV's operating performance year-to-date (YTD), adequate liquidity position, and moderately better prospects for the housing sector during the remainder of this year and in 2014. As reported by the TCR on Jan. 9, 2014, Moody's Investors Service raised the Corporate Family Rating of Hovnanian Enterprises, Inc., to B3 from Caa1. The upgrade of the Corporate Family Rating to B3 reflects Hovnanian's improved financial performance including improvement in interest coverage to slightly above 1x and finally turning net income positive for the fiscal year 2013. ILLINOIS INSTITUTE: Fitch Affirms BB Rating on $189MM Rev. Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB-' rating on approximately $189.3 million of outstanding Illinois Finance Authority revenue bonds issued on behalf of Illinois Institute of Technology (IIT, or the institute). The Rating Outlook is Stable. SECURITY Revenue bonds are a general obligation of IIT. Additionally, IIT's series 2009 revenue bonds are secured by a cash-funded debt service reserve. KEY RATING DRIVERS OPERATING IMPROVEMENT MAINTAINED: In fiscal 2013, IIT continued its recent trend of recording positive operating results, as the institute had a 0.3% GAAP-based operating margin (including endowment distribution). While this is below the fiscal 2012 margin of positive 1.6%, it is IIT's second consecutive gain following several years of operating deficits. MANAGEABLE DEBT BURDEN: Improved operations have enabled IIT to cover pro forma maximum annual debt service (MADS) from net operating income by over 1.5x for each of the past three fiscal years; 1.6x in fiscal 2013. Moreover, its debt burden remains manageable, with MADS consuming a moderate 6.1% of fiscal 2013 unrestricted operating revenues. WEAK, BUT IMPROVING FINANCIAL CUSHION: IIT's balance sheet cushion remains weak, characterized by limited balance sheet resources relative to operations and debt. However, growth in available funds, driven in part by favorable investment returns and ongoing, planned reductions in its annual endowment draw resulted in improved liquidity metrics for fiscal 2013. STEADY STUDENT DEMAND: The institute has a solid track record of generating stable student demand over the past several years, with growth in undergraduate enrollment offsetting recent softening in graduate program demand, notably law; which Fitch notes is consistent with national trends. RATING SENSITIVITIES SUSTAINED OPERATING IMPROVEMENT: Sustained improvement in IIT's operating performance driven by recently favorable undergraduate and graduate enrollment trends could yield upward rating pressure. BALANCE SHEET CUSHION: Despite a still weak balance sheet cushion, steady improvement in liquidity metrics, coupled with annual breakeven to positive operating results, could provide further rating momentum. CREDIT PROFILE IIT is a private, technical engineering institute established in 1940. Located in Chicago, Illinois, IIT operates five campuses in the Chicagoland marketplace with its main campus located four miles from downtown Chicago. Fall 2013 headcount of 7,850 students and full-time equivalent (FTE) enrollment of 7,423 are up 2.2% and 3%, respectively, from fall 2012. Growth in undergraduate enrollment had offset softening in graduate program demand over the past few years, although graduate enrollment ticked up again in fall 2013. However, IIT's law school, which makes up about 13% of total enrollment, continues to experience enrollment declines, which Fitch notes is consistent with national trends. To date, management notes that undergraduate and graduate applications for fall 2014 are trending favorably to the prior year, indicating continued overall enrollment stability going into fiscal 2015. Operating Improvement Maintained IIT maintained its recent operating improvement in fiscal 2013, posting a positive 0.3% operating margin. While this is just above breakeven and below the prior year's level, it is IIT's second consecutive year with an operating surplus following several years of deficits. Operating stability continued to be driven by management's multi-year financial turnaround plan that has focused on various cost containment and revenue enhancement initiatives. Similar to many other private institutions, IIT's largest revenue source is student-generated revenue (57.3% of fiscal 2013 operating revenues), although it also benefits from grant and contract revenues which provide a modest level of revenue diversity. Operating losses from prior years led IIT to rely more heavily on its endowment and to draw in excess of its stated endowment payout policy. However, the expense controls and revenue enhancement initiatives implemented over the past few fiscal years enabled IIT to annually reduce its endowment payout, with no excess draw needed since fiscal 2011; a factor viewed favorably by Fitch. Its total endowment draw declined to $10.7 million in fiscal 2013 from $13 million in fiscal 2012 and $15.6 million in fiscal 2011. The fiscal 2014 draw is similar to the fiscal 2013 level at about $11.1 million, which is in line with the institute's 5% spending policy and considered a sustainable level by Fitch. Management's continued focus on conservative budgeting and financial planning are anticipated to yield another breakeven to slightly positive result for fiscal 2014. Based on unaudited interim results as of December 31, 2013 and favorable enrollment patterns, Fitch believes management's budget assumptions are realistic. Maintenance of at least a breakeven level of operating performance coupled with balance sheet liquidity remaining at or above current levels, could result in upward rating potential. While IIT's participation in the U.S. Department of Education's (DOE) Student Financial Assistance (SFA) programs remains on provisional status, it was relieved of additional procedural and reporting requirements in 2013. This follows its release in 2012 from a requirement to post a letter of credit supporting a portion of its annual SFA volume, both of which Fitch views positively and indicates IIT's operating improvement. Based on its financial performance to date, IIT anticipates the provisional status will be lifted following the close of fiscal 2014; which would mark the third consecutive year of meeting DOE financial metric thresholds. Fitch will continue to monitor IIT's status, but believes its expectations are reasonable based on recent enrollment trends and operating results. Importantly, Fitch notes that IIT's provisional status has not adversely impacted demand or students access to federal aid. Manageable Debt Burden IIT's debt burden remains manageable, with MADS of approximately $16.2 million (fiscal 2024) consuming a moderate 6.1% of fiscal 2013 unrestricted operating revenues of $266.5 million (including endowment distribution). MADS includes about $1.5 million of debt service associated with IIT's research subsidiary, IITRI, that is non-recourse to the institute. IIT's lack of additional debt plans should serve to keep its debt burden manageable going forward. Moreover, as a result of its improved operating performance, IIT produced MADS coverage from net operating income of over 1.5x for each of the past three fiscal years; 1.6x in fiscal 2013. Fitch notes that IIT's leverage metrics as measured by burden and coverage compare favorably to those of other private colleges and universities similarly rated by Fitch. Weak, But Improving Financial Cushion One of Fitch's key credit concerns remains IIT's weak balance sheet cushion. However, despite fluctuating over the past few years, available funds (defined as cash and investments not permanently restricted) improved to $26.8 million as of May 31, 2013 from negative $2.3 million as of May 31, 2012. While available funds still only covered fiscal 2013 expenses and outstanding debt by a very low 10.1% and 12.4%, respectively, these metrics are the highest recorded in several years. Available funds improved further to $28.9 million as of Dec. 31, 2013 (unaudited). IIT's ongoing fundraising campaign raised approximately $150 million to date towards its $250 million goal. Of the amount raised, about two-thirds have been collected. The campaign runs through 2016. A portion of campaign proceeds are expected to augment IIT's endowment, as well as fund certain capital expenditures. This should alleviate the need for any additional borrowing, which is viewed positively as Fitch does not believe IIT has any further debt capacity at the current rating level. INTELLICELL BIOSCIENCES: Hanover No Longer a Shareholder -------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Hanover Holdings I, LLC, and Joshua Sason disclosed that as of Dec. 31, 2013, they did not beneficially own shares of common stock of Intellicell Biosciences, Inc. Hanover and Mr. Sason previously held 8,500,000 common shares or 9.93 percent equity stake as of May 21, 2013. A copy of the regulatory filing is available for free at http://is.gd/OExbyC About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. Intellicell disclosed a net loss of $4.15 million on $534,942 of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $32.83 million on $99,192 of revenues during the prior year. The Company's balance sheet at June 30, 2013, showed $3.70 million in total assets, $10.57 million in total liabilities and a $6.86 million total stockholders' deficit. Rosen Seymour Shapss Martin & Company LLP stated in their report that the Company's financial statements for the fiscal years ended Dec. 31, 2012, and 2011, were prepared assuming that the Company would continue as a going concern. The Company's ability to continue as a going concern is an issue raised as a result of the Company's recurring losses from operations and its net capital deficiency. The Company continues to experience net operating losses. The Company's ability to continue as a going concern is subject to its ability to generate a profit. INTELLIPHARMACEUTICS INT'L: Sabby Healthcare's Stake Down to 1.02% ------------------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Sabby Healthcare Volatility Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz disclosed that as of Dec. 31, 2013, they beneficially owned 217,500 shares of common stock of Intellipharmaceutics International Inc. representing 1.02 percent of the shares outstanding. Sabby previously reported beneficial ownership of 1,256,000 common shares or 5.92 percent equity stake as of July 26, 2013. A copy of the regulatory filing is available for free at http://is.gd/iqWXVf 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. INTERNATIONAL LEASE: Fitch to Rate Delos Finance SARL Loan 'BB' --------------------------------------------------------------- Fitch Ratings has assigned a 'BB' expected rating to the proposed secured term loan facility issued by Delos Finance SARL (Delos). Delos is a wholly owned, indirect subsidiary of International Lease Finance Corp. (ILFC). The rating has been placed on Rating Watch Positive, consistent with ILFC's long-term Issuer Default Rating (IDR). Key Rating Drivers The debt is secured via a pledge of stock of Delos and related affiliates and is guaranteed by ILFC on a senior unsecured basis. The rating on the new facility is not notched above ILFC's IDR due to the lack of a perfected first priority claim on aircraft provided to support repayment of the term loan. Furthermore, there is a risk of substantive consolidation of Delos and related affiliates in the event of an ILFC bankruptcy. The general structure and terms of the new term loan are similar to the $750 million senior secured term loan issued by Flying Fortress, Inc. (another wholly owned subsidiary of ILFC), which also carries a 'BB'/Rating Watch Positive rating. In both of these facilities, the lenders have a perfected first lien on stock of certain ILFC subsidiaries as opposed to the aircraft owned by the subsidiaries. This type of structure is attractive for ILFC as it benefits from greater operational flexibility with respect to the encumbered aircraft. Fitch notes that the aircraft collateral in the Delos transaction is expected to be more favorable than the aircraft collateral in the Flying Fortress, Inc. transaction. Based on the estimated value of the aircraft, the loan-to-value (LTV) for this transaction is expected to be 62%, depending on the size of the term loan. The borrower will be required to maintain a maximum 70% LTV on an ongoing, quarterly basis or repay the loan or provide additional aircraft to meet the test. Structural protection also includes aircraft and lessee concentration limits and appropriate restrictions on the borrower and related affiliates to create liens and to sell aircraft. The proposed term loan will not have any financial covenants, with the exception of an LTV covenant. Fitch expects the debt issuance to have a relatively limited impact on ILFC's leverage, with the adjusted debt-to-equity ratio increasing by 15 - 20 basis points, depending on the size of the issuance. Impact on interest coverage metrics is expected to be very limited. Rating Sensitivites In December 2013, Fitch placed ILFC's ratings on Rating Watch Positive, following the announcement that AerCap Holdings N.V. (AerCap; 'BBB-'/Rating Watch Negative) had entered into a definitive agreement to acquire ILFC from American International Group. Fitch expects to resolve the Rating Watch Positive once the acquisition is completed, which is expected to be in the second quarter of 2014. Assuming the transaction is consummated on the agreed-upon terms, and absent material credit developments in the interim, the outcome is expected to result in a one-notch upgrade of ILFC's long-term IDR and senior unsecured debt. AerCap's 'BBB-' IDR has been placed on Rating Watch Negative and is expected to be downgraded by one notch to 'BB+' at the time of the transaction's close. Thus, Fitch's expectation is that the ratings of the two entities will ultimately be equalized. Assuming the acquisition is consummated, Fitch believes positive rating momentum is possible over the longer term if AerCap executes on the plan it has outlined. More specifically, successful integration of ILFC's fleet and staff, a reduction of balance sheet leverage as outlined by the company, maintenance of robust liquidity and improvement in the fleet profile are viewed as positive rating drivers. Positive rating momentum could stall if AerCap runs into any meaningful integration issues, if dividends or share repurchase activity are reinstituted before deleveraging plans are completed, or if there is a material downturn in the aviation sector, which negatively impacts its business. Downside risks to AerCap's and ILFC's ratings will be elevated until the acquisition is integrated and leverage is reduced. Negative rating actions could result from significant integration issues, loss of key airline relationships, deterioration in financial performance and/or operating cash flows, higher than expected repossession activity and/or difficulty re-leasing aircraft at economical rates. Longer term, aggressive capital management, a reduction in available liquidity or inability to maintain or improve the fleet profile could also lead to negative rating pressure. Failure by AerCap to obtain any of the necessary amendments and covenants on ILFC's credit facilities on reasonably economic terms could adversely impact the combined entity's credit profile. This also applies to any other contractual agreements of ILFC that have Change of Control or similar provisions. Fitch believes there could be negative rating pressure on ILFC's ratings if the acquisition does not close. The Rating Outlook for ILFC's was Negative before the acquisition was announced as a result of ownership uncertainty. Unless an alternative ownership solution with comparable benefits coincides with any termination of the AerCap transaction, uncertainty regarding the company's future strategic direction would likely result in ILFC's ratings being removed from Rating Watch Positive and, at a minimum, returned to Rating Outlook Negative where they were previously. Fitch has assigned the following expected rating: Delos Finance SARL -- Proposed senior secured term loan 'BB, Rating Watch Positive'. Fitch currently rates ILFC and its related subsidiaries as follows: International Lease Finance Corp. -- Long-term IDR 'BB', Rating Watch Positive; -- Senior unsecured debt 'BB', Rating Watch Positive; -- $3.9 billion senior secured notes at 'BBB-'. -- Preferred stock 'B', Rating Watch Positive. Flying Fortress Inc. -- Senior secured debt 'BB', Rating Watch Positive. ILFC E-Capital Trust I --Preferred stock 'B', Rating Watch Positive. ILFC E-Capital Trust II -- Preferred stock 'B', Rating Watch Positive. KEMET CORP: BlackRock Stake at 6.2% as of Dec. 31 ------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31, 2013, it beneficially owned 2,800,440 shares of common stock of Kemet Corp representing 6.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/GZh2vb About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." The Company's balance sheet at Sept. 30, 2013, showed $880.21 million in total assets, $642.30 million in total liabilities and $237.90 million in total stockholders' equity. KEMET Corp disclosed a net loss of $82.18 million on $842.95 million of net sales for the fiscal year ended March 31, 2013, as compared with net income of $6.69 million on $984.83 million of net sales for the year ended March 31, 2012. For the six months ended Sept. 30, 2013, the Company incurred a net loss of $48.23 million on $415.46 million. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. KEMET CORP: Morgan Stanley Stake at 8.5% as of Dec. 31 ------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Morgan Stanley and Morgan Stanley Capital Services LLC disclosed that as of Dec. 31, 2013, they beneficially owned 3,843,938 shares of common stock of Kemet Corp. representing 8.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/FbAyT0 About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." The Company's balance sheet at Sept. 30, 2013, showed $880.21 million in total assets, $642.30 million in total liabilities and $237.90 million in total stockholders' equity. KEMET Corp disclosed a net loss of $82.18 million on $842.95 million of net sales for the fiscal year ended March 31, 2013, as compared with net income of $6.69 million on $984.83 million of net sales for the year ended March 31, 2012. For the six months ended Sept. 30, 2013, the Company incurred a net loss of $48.23 million on $415.46 million. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. KEMET CORP: Files Form 10-Q, Incurs $5.8MM Net Loss in Q3 2014 -------------------------------------------------------------- Kemet Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $5.82 million on $207.33 million of net sales for the quarter ended Dec. 31, 2013, as compared with a net loss of $14.25 million on $197.69 million of net sales for the same period during the prior year. For the nine months ended Dec. 31, 2013, the Company incurred a net loss of $54.05 million on $617.84 million of net sales as compared with a net loss of $56.93 million on $624.36 million of net sales for the same period last year. The Company's balance sheet at Dec. 31, 2013, showed $862.32 million in total assets, $624.49 million in total liabilities and $237.82 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/uNEI7c About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET Corp disclosed a net loss of $82.18 million on $842.95 million of net sales for the fiscal year ended March 31, 2013, as compared with net income of $6.69 million on $984.83 million of net sales for the year ended March 31, 2012. For the six months ended Sept. 30, 2013, the Company incurred a net loss of $48.23 million on $415.46 million. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. LE CENTER, MN: Moody's Affirms 'B1' Rating on $6.6MM Debt --------------------------------------------------------- Moody's Investors Service has affirmed the B1 rating on the City of Le Center's (MN) general obligation debt. The B1 rating applies to $6.6 million of outstanding general obligation unlimited tax debt. The city has $11.4 million of total outstanding general obligation debt. The negative outlook has been removed. Summary Rating Rationale Debt service is secured by the city's general obligation unlimited tax pledge. The B1 rating reflects the city's heavy reliance on cash flow borrowing to fund ongoing operations, including regularly-scheduled general obligation debt service payments; limited financial flexibility; narrow cash balances though sizeable cash overdrafts remain in several funds; multiple years of aggressive budgeting assumptions and annual operating deficits; a small, limited tax base that has experienced significant valuation declines; and a high debt burden. The removal of the negative outlook reflects our view that the city's recently adopted formal method of issuing short-term cash flow notes provides a greater cushion for the city to repay debt in a timely fashion. The city also adopted a formal long-term financial management plan to regain financial stability and add to reserves. Removal of the negative outlook also reflects audited financial statements for fiscal 2012, and estimated financial results for fiscal 2013, both of which show modest operating surpluses. Strengths -- County seat, and within commuting distance (less than 30 miles) to employment opportunities in Mankato (GO rated Aa2), home Minnesota State Colleges & Universities (revenue rated Aa2/stable) of Mankato campus. -- Recent development of certain long term financial management practices Challenges -- Extremely narrow liquidity and limited financial flexibility, with a reliance on short term bank loans to fund General Obligation debt service and ongoing operations -- Historically weak practices related to overall fiscal management and operations -- Small tax base; significant valuation declines appear to be moderating -- City is now subject to state operating levy limits, as population now exceeds 2,500 -- Very high percentage of budget devoted to fixed debt service costs What Could Make The Rating Go UP -- Demonstrated progress toward rebuilding fund balance and liquidity levels -- A sustained discontinuation of reliance on cash flow borrowing for operations and debt service payments -- Material increase in tax base valuation What Could Make The Rating Go DOWN -- Weakening of the city's overall economic condition or further declines in valuation -- Continued operating deficits that further reduce already narrow liquidity -- Increased reliance on cash flow borrowing for operations or debt service -- Inability to make debt service payments on time and in full Rating Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. LEHMAN BROTHERS: SIPA Trustee Begins Sale of Pools of Securities ---------------------------------------------------------------- James W. Giddens, Trustee for the liquidation of Lehman Brothers Inc. under the Securities Investor Protection Act, in keeping with his statutory duty and ongoing focus of maximizing the value of the LBI general estate, along with his counsel at Hughes Hubbard & Reed LLP, continues to implement a strategy to liquidate securities and raise cash for distributions to customers and general creditors. With the advice and consent of the Securities Investor Protection Corporation and in consultation with advisors to major creditor constituencies, the Trustee retained Miller Buckfire & Co., LLC and Stifel Fixed Income to help sell all remaining securities. In October, Miller Buckfire and Stifel Fixed Income began selling individual securities at the market and through four weekly auctions designed to maximize proceeds to the LBI estate. Through 2013 year-end, settled proceeds from securities in this portfolio total approximately $200 million ("Phase 1"), with approximately $80 million of additional proceeds settling in 2014. The Phase 1 process is now complete. Miller Buckfire and Stifel Fixed Income will now begin a process where pools of securities are sold through several rounds of auctions. The pool based marketing process will be competitive, transparent, and designed to maximize value for the LBI estate. Miller Buckfire/Stifel will introduce multiple pools of securities to the market at the same time. The first pools of securities to be sold are listed in Exhibit A. Winners will be announced the Monday following the close of the auction period. Bidders will bid on the entire pool. All securities will be delivered to the winning bidder. Securities will be delivered to the winning bidder as quickly as the satisfaction of potential administrative issues allow. The Trustee, Miller Buckfire and Stifel make no representation as to the transferability or ability to register sold securities in a specific timeframe. A list of the pool's securities will be made publicly available at the beginning of each auction period, the duration of which will be two or three weeks depending on the pool. The pools will have reserve prices set at the discretion of the Trustee and Miller Buckfire/ Stifel. The commencement of the pooled auctions and composition of the pools may be adjusted from time to time. Media Contact for the Trustee: Jake Sargent Tel: 202-569-5086 E-mail: jsargent@apcoworldwide.com THE SECURITIES SOLD IN ANY AUCTION HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE BENEFIT OF, U.S. PERSONS ABSENT REGISTRATION UNDER, OR AN APPLICABLE EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAW. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE AUCTION SECURITIES, AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL. Pool Dates ---- ----- Structured Products Tuesday, February 18 - Friday, February 28 Municipal Bonds Tuesday, February 18 - Friday, February 28 Lehman Paper Tuesday, February 18 - Friday, February 28 Bankruptcy Escrows Monday, March 3 - Friday, March 21 Corporate Bonds Monday, March 3 - Friday, March 21 Preferred Equities Monday, March 3 - Friday, March 21 About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). LIFE CARE: SOLIC Replaces Navigant as Financial Advisor ------------------------------------------------------- Life Care St. Johns, Inc., dba Glenmoor, sought and obtained permission from the U.S. Bankruptcy Court for the Middle District of Florida to employ SOLIC Capital Advisors LLC as financial advisor, nunc pro tunc to Jan. 1, 2014. On Aug. 30, 2013, the Court entered an order authorizing the employment of Navigant Capital Advisors, LLC as the Debtor's financial advisors nunc pro tunc to the petition date. The Navigant professionals who have been providing advisory services to the Debtor have recently left Navigant to form SOLIC. As the Debtor requires the continued assistance of such professionals as Debtor prepares to exit this Chapter 11 case, it is necessary that an order approving the employment of SOLIC be entered. As noted in the Navigant Engagement Order, based upon agreement the Navigant Engagement Agreement, which has been assigned to SOLIC, was modified pursuant to the Navigant Engagement Order as follows: -- The jurisdiction and venue of any suit, action, or other proceeding arising out of the Navigant Engagement Agreement shall be the U.S. Bankruptcy Court for the Middle District of Florida; -- The scope of services provided by SOLIC will be limited to the Capital Restructuring Services set forth in Section 1.A. of the Navigant Engagement Agreement, the Operational Assessment Services set forth in Section 1.B.1 of the Navigant Engagement Agreement and the Bankruptcy Support Services set forth in Section 1.C. of the Navigant Engagement Agreement, other than Section 1.C.5.; -- The amount of the Monthly Fee will be $115,000 per month which will be deemed to include and cover the scope of services set forth in paragraph 3.b.; and -- Sections 1.B.2 and 1.C.5 of the Navigant Engagement Agreement are deleted in their entirety. The Debtor will pay to SOLIC, upon the confirmation of the Plan, a closing reconciliation fee upon the closing of a Restructuring equal to 0.75% of the total bond debt of the Debtor. SOLIC will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, Navigant was paid a retainer that is currently held by Navigant in the amount of $150,000 from the Debtor. The fund will be transferred to SOLIC upon receipt of amounts currently owed to Navigant for services rendered prior to the effective date at which time SOLIC will then hold the retainer in respect of any services it may in the future provide to Debtor. Neil F. Luria, senior managing director of SOLIC, 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. SOLIC can be reached at: Neil F. Luria SOLIC CAPITAL ADVISORS, LLC 1603 Orrington Avenue, Ste. 1600 Evanston, IL 60201 Tel: (216) 321-5606 E-mail: nluria@soliccapital.com About Life Care St. Johns Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04158) on July 3, 2013. The Debtor is the owner and operator of a continuing care retirement community known as Glenmoor consisting of 144 independent living units located on a 40-acre site in St. Johns County, Florida. Judge Jerry A. Funk presides over the case. Richard R. Thames, Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A., serves as the Debtor's counsel. American Legal Claim Services, LLC, serves as claims and noticing agent. The Committee of Creditors Holding Unsecured Claims appointed in the bankruptcy case of Life Care St. Johns, Inc., is represented by Akerman Senterfitt's David E. Otero, Esq., and Christian P. George, Esq., in Jacksonville, Florida. Bruce Jones signed the petition as CEO. The Debtor estimated assets of at least $10 million and debts of at least $50 million. LIFE CARE: Court OKs Hiring of Bryant Miller as Bond Counsel ------------------------------------------------------------ Life Care St. Johns, Inc., dba Glenmoor, sought and obtained authorization from the Hon. Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida to employ Gregory K. West and Judson Freeman, Jr. of Bryant Miller Olive, P.A. as special bond counsel. The Debtor requires Bryant Miller to: (a) assist the Debtor with submission of an application for conduit bond issuance; (b) prepare a resolution under which the 2014 Bonds will be issued, and related financing documents and instruments; (c) attend meetings to the extent required; (d) provide notice and conduct a TEFRA hearing concerning the 2014 Bonds; (e) perform real estate work in connection with the 2014 Bonds; (f) supervise of the closing of the transaction and delivery of the 2014 Bonds to the purchaser; (g) deliver an opinion, including a tax opinion, related to the 2014 Bonds; (h) provide other services as are necessary for the authorization, issuance and delivery of the 2014 Bonds; or (i) provide other services as may be required for another form of exit financing. Bryant Miller will be paid at these hourly rates: Gregory K. West $400 Judson Freeman, Jr. $400 Legal Counsel $225-$400 Paraprofessional $100-$125 Bryant Miller will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory K. West, member of Bryant Miller, 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. Bryant Miller can be reached at: Gregory K. West, Esq. BRYANT MILLER OLIVE, P.A. 111 Riverside Avenue, Suite 200 Jacksonville, FL 32202 Tel: (904) 652-0784 Fax: (904) 388-2986 E-mail: gwest@bmolaw.com About Life Care St. Johns Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04158) on July 3, 2013. The Debtor is the owner and operator of a continuing care retirement community known as Glenmoor consisting of 144 independent living units located on a 40-acre site in St. Johns County, Florida. Judge Jerry A. Funk presides over the case. Richard R. Thames, Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A., serves as the Debtor's counsel. American Legal Claim Services, LLC, serves as claims and noticing agent. The Debtor hired Navigant Capital Advisors, LLC, as financial advisors. Following Neil F. Luria's transfer to SOLIC Capital Advisors LLC, the Debtor replaced Navigant with SOLIC. The Committee of Creditors Holding Unsecured Claims appointed in the bankruptcy case of Life Care St. Johns, Inc., is represented by Akerman Senterfitt's David E. Otero, Esq., and Christian P. George, Esq., in Jacksonville, Florida. Bruce Jones signed the petition as CEO. The Debtor estimated assets of at least $10 million and debts of at least $50 million. LIGHTSQUARED INC: Approved for New $33 Million Secured Loan ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that LightSquared Inc., the developer of a satellite-based wireless communications system, was cleared by the bankruptcy judge on Feb. 4 to take down a $33 million loan from a group including a company affiliated with Charles Ergen, the chairman of Dish Networks Corp. According to the report, LightSquared is in litigation with Ergen, based on claims he wasn't entitled to purchase company debt because he's a competitor. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LIQUIDMETAL TECHNOLOGIES: Amends 102MM Shares Resale Prospectus --------------------------------------------------------------- Liquidmetal Technologies, Inc., amended its Form S-1 registration statement relating to the resale of up to 102,024,643 shares of the Company's common stock, $0.001 par value per share, 96,555,893 of which may be offered from time to time by Kingsbrook Opportunities Master Fund LP, Tech Opportunities LLC, and Iroquois Master Fund Ltd., holders of shares of the common stock issued and issuable pursuant to the Common Stock Purchase Agreement, dated Nov. 8, 2013. The remaining 5,468,750 of the shares may be offered from time to time by Empery Asset Master Ltd. and Hartz Capital Investments, LLC, holders of shares of the Company's common stock issuable upon the exercise of the common stock purchase warrants issued by the Company in a private placement by the Company that closed on July 2, 2012. The Company amended the registration statement to delay its effective. The Company will not receive any proceeds from the sale of these shares by the selling stockholders, however, the Company may receive (i) gross proceeds of up to $20 million from the sale of its common stock to the Selling Stockholders pursuant to the 2013 Purchase Agreement and (ii) proceeds from the 2012 Selling Stockholders upon their exercise of the Warrants, which Warrants have an exercise price equal to $0.384 per share. The Company's common stock is currently quoted on the OTC Bulletin Board under the symbol "LQMT." On Jan. 27, 2014, the last reported sales price of the Company's common stock was $0.39 per share. A copy of the Form S-1/A is available for free at: http://is.gd/6lhteJ About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal incurred a net loss of $14.02 in 2012, as compared with net income of $6.15 million in 2011. As of June 30, 2013, the Company had $6.06 million in total assets, $4.62 million in total liabilities and $1.44 million in total shareholders' equity. SingerLewak LLP, in Los Angeles, 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 suffered recurring losses from operations and has an accumulated deficit, which raises substantial doubt about the Company's ability to continue as a going concern. LOMBARD, IL: S&P Cuts ICR to B & Debt Certificates Rating to B- --------------------------------------------------------------- Standard & Poor's Rating Services said that it lowered its issuer credit rating (ICR) on Lombard, Ill. to 'B' from 'BBB' and lowered its rating on the village's debt certificates to 'B-' from 'BBB-', based on S&P's local GO criteria released Sept. 12, 2013. The outlook is stable. "The downgrade reflects a recent non-appropriation that triggered a payment default for revenue bonds issued by the Lombard Public Facilities Corp. (LPFC)," said Standard & Poor's credit analyst John Kenward. The certificates are secured by the village's pledge to pay debt service from legally available funds, and are not subject to annual appropriation. S&P rates them one notch below the ICR because of their limited security. Standard & Poor's also affirmed its 'D' rating on LPFC's series 2005B revenue bonds, which defaulted in January 2014. The outlook is not meaningful. "The 'B' rating reflects our view of very weak management, stemming from a lack of willingness to support appropriation debt," said Mr. Kenward. In December 2013, the village's board voted to not appropriate funds to pay debt service on the LPFC's series 2005B revenue bonds, pursuant to a tax rebate agreement. As a result, the bonds defaulted on Jan. 2, 2014. The village's board had previously voted in December 2011, and in every May and December since, to not replenish a reserve fund for the LPFC's series 2005A revenue bonds pursuant to the same tax rebate agreement. S&P understands that although the village recently hired a new manager, its board remains intact, and the village has not made any specific policy changes in response to the default on the bonds. S&P's view is that the city's financial management is otherwise strong, with good financial policies and practices in place. However, S&P is likely to continue to assess the city's overall management as very weak until, in S&P's opinion, the city no longer exhibits an unwillingness to support appropriation debt in a full and timely manner. The rating also reflects S&P's view of the city's: -- Very strong economy, with participation in the broad and diverse Chicago metropolitan area economy; -- Very strong budget flexibility; -- Adequate budget performance; -- Adequate liquidity to cover both GO debt service and expenditures; and -- Adequate debt and contingent liability profile. "The stable outlook reflects our view of Lombard's recent unwillingness to support its appropriation commitments," said Mr. Kenward, "and as a consequence, its very weak management." S&P do not expect to change the rating in the next two years given that the act of nonappropriation in the case of the series 2005A bonds has been ongoing since December 2011 and the nonappropriation for series 2005B debt service occurred in December 2013. However, if the village continues to retain otherwise adequate credit characteristics, and if comprehensive debt policies are adopted and adhered to, the rating may improve over the long term. MCCLATCHY CO: Morgan Stanley Holds 7.7% of Class A Shares --------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Morgan Stanley and Morgan Stanley Capital Services LLC disclosed that as of Dec. 31, 2013, they beneficially owned 4,767,112 Class A common stock of McClatchy Co representing 7.7 percent of the Class A shares outstanding. Morgan Stanley previously reported beneficial ownership of 5,516,303 Class A shares as of Dec. 31, 2012. A copy of the regulatory filing is available for free at http://is.gd/OoFP8i About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The McClatchy incurred a net loss of $144,000 in 2012, as compared with net income of $54.38 million in 2011. The Company's balance sheet at Sept. 29, 2013, showed $2.60 billion in total assets, $2.54 billion in total liabilities and $60.25 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. MCCLATCHY CO: Lonestar Partners Owns 5.3% of Class A Shares ----------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Lonestar Partners, L.P., and its affiliates disclosed that as of Jan. 27, 2014, they beneficially owned 3,250,000 shares of Class A common stock, par value $0.01 per share, of The McClatchy Company representing 5.3 percent of the A Shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/P8tN9n About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The McClatchy incurred a net loss of $144,000 in 2012, as compared with net income of $54.38 million in 2011. The Company's balance sheet at Sept. 29, 2013, showed $2.60 billion in total assets, $2.54 billion in total liabilities and $60.25 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. MDM OF LAKELAND: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: MDM of Lakeland, P.A. dba Highlands Dental 701 S. Howard Ave., Ste 106-386 Tampa, FL 33606 Case No.: 14-01546 Chapter 11 Petition Date: February 12, 2014 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Alberto F Gomez, Jr, Esq. JOHNSON POPE BOKOR RUPPEL & BURNS, LLP 403 East Madison Street, Suite 400 Tampa, FL 33602 Tel: 813-225-2500 Fax: 813-223-7118 Email: al@jpfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jeffrey A. Martin, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MEDIA GENERAL: Provides Information on New Young Broadcasting ------------------------------------------------------------- Media General, Inc., filed a current report on Form 8-K with the U.S. Securities and Exchange Commission for the purpose of presenting New Young Broadcasting Holding Co., Inc.'s Business description, selected financial data, management's discussion and analysis of financial condition and results of operations and consolidated financial statements, as well as risk factors, pro forma financial statements and information regarding management, in connection with the consummation on Nov. 12, 2013. The Merger Agreement provides for a business combination of Media General and Young. New Young Broadcasting Co., Inc., through its direct subsidiary, Young Broadcasting, LLC, and its other indirect subsidiaries, is the operator of, or service provider to, 13 television stations in 11 geographically diverse markets across the United States, reaching approximately six percent of U.S. television households. Six of the 13 stations are affiliated with ABC, four are affiliated with CBS, one is affiliated with FOX, one is affiliated with NBC, one is affiliated with MyNetworkTV, and two of the stations also have either a CW Plus or MyNetworkTV affiliation for a multicast channel. * Business of Young http://is.gd/x51B8Y * Management's Discussion and Analysis of Financial Condition and Results of Operations http://is.gd/wybJRQ * Financial Statements of Young http://is.gd/xyEdSJ * Unaudited Pro Forma Condensed Combined Financial Information of Media General http://is.gd/nc2jKn * Selected Historical Consolidated Financial Data of Young http://is.gd/sX50ZT * Risk Factors http://is.gd/SsCt4Y * Directors and Executive Officers http://is.gd/OWIXsC About Media General Richmond, Virginia-based Media General Inc. (NYSE: MEG) -- http://www.mediageneral.com/-- is an independent communications company with interests in newspapers, television stations and interactive media in the United States. The Company's balance sheet at Sept. 30, 2013, showed $749.87 million in total assets, $967.06 million in total liabilities, and a $217.18 million in total stockholders' deficit. * * * As reported by the Troubled Company Report on July 10, 2013, Moody's Investors Service upgraded Media General, Inc.'s Corporate Family Rating to B1 from Caa1 reflecting the marked improvement in credit metrics pro forma for the pending stock merger with New Young Broadcasting Holding Co., Inc. In the July 12, 2013, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based local TV broadcaster Media General Inc. to 'B+' from 'B'. "The rating action reflects the improvement in discretionary cash flow from the refinancing and our expectation that trailing- eight-quarter leverage will remain at 6x or below over the intermediate term," said Standard & Poor's credit analyst Daniel Haines. MEDIA GENERAL: Registers 58.5 Million Shares for Resale ------------------------------------------------------- Media General, Inc., filed a Form S-3 registration statement to register 58,539,217 shares of voting common stock for resale by Deutsche Bank AG New York Branch, NexPoint Credit Strategies Fund, Highland Floating Rate Opportunties Fund, et al. The Company will bear all costs, expenses and fees in connection with the registration of the selling stockholders' Voting Common Stock. The selling stockholders will pay all commissions and discounts, if any, attributable to the sale or disposition of their Voting Common Stock. The Company's Voting Common Stock is listed on the New York Stock Exchange under the symbol "MEG." On Jan. 28, 2014, the closing price of the Company's Voting Common Stock was $17.49. The offering price per share of Voting Common Stock will be determined from time to time by the selling stockholders in connection with, and at the time of, any particular sale. A copy of the Form S-3 is available for free at: http://is.gd/IXraXC About Media General Richmond, Virginia-based Media General Inc. (NYSE: MEG) -- http://www.mediageneral.com/-- is an independent communications company with interests in newspapers, television stations and interactive media in the United States. The Company's balance sheet at Sept. 30, 2013, showed $749.87 million in total assets, $967.06 million in total liabilities, and a $217.18 million in total stockholders' deficit. * * * As reported by the Troubled Company Report on July 10, 2013, Moody's Investors Service upgraded Media General, Inc.'s Corporate Family Rating to B1 from Caa1 reflecting the marked improvement in credit metrics pro forma for the pending stock merger with New Young Broadcasting Holding Co., Inc. In the July 12, 2013, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based local TV broadcaster Media General Inc. to 'B+' from 'B'. "The rating action reflects the improvement in discretionary cash flow from the refinancing and our expectation that trailing- eight-quarter leverage will remain at 6x or below over the intermediate term," said Standard & Poor's credit analyst Daniel Haines. MEDIA GENERAL: Eaton Vance Stake at 8.69% as of Dec. 31 ------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Eaton Vance Management disclosed that as of Dec. 31, 2013, it beneficially owned 7,682,650 shares of common stock of Media General Inc. representing 8.69 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/KgacTx About Media General Richmond, Virginia-based Media General Inc. (NYSE: MEG) -- http://www.mediageneral.com/-- is an independent communications company with interests in newspapers, television stations and interactive media in the United States. The Company's balance sheet at Sept. 30, 2013, showed $749.87 million in total assets, $967.06 million in total liabilities, and a $217.18 million in total stockholders' deficit. * * * As reported by the Troubled Company Report on July 10, 2013, Moody's Investors Service upgraded Media General, Inc.'s Corporate Family Rating to B1 from Caa1 reflecting the marked improvement in credit metrics pro forma for the pending stock merger with New Young Broadcasting Holding Co., Inc. In the July 12, 2013, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based local TV broadcaster Media General Inc. to 'B+' from 'B'. "The rating action reflects the improvement in discretionary cash flow from the refinancing and our expectation that trailing- eight-quarter leverage will remain at 6x or below over the intermediate term," said Standard & Poor's credit analyst Daniel Haines. MF GLOBAL: Corzine Opposes Shutting Down Computers -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Jon Corzine, the former chairman of MF Global Holdings Ltd., is opposing an effort to decommission the computers of its defunct futures brokerage in October. According to the report, last month, James Giddens, the trustee for brokerage MF Global Inc., scheduled a Feb. 14 hearing to seek permission from the New York bankruptcy court to shut down the system, now that customers are being fully paid in a liquidation under the Securities Investor Protection Act. Mr. Corzine, PricewaterhouseCoopers and seven other officers and directors filed papers saying the computer system must be maintained because Mr. Giddens can't guarantee all data will be available in the future, the report said. Mr. Corzine and the others are defendants in consolidated class actions brought on behalf of MF Global customers, the report related. Mr. Corzine, the former co-chairman of Goldman Sachs Group Inc. and a past governor of New Jersey, said liability could exceed $1 billion. Losing the data, would have a "crippling impact" on the ability to fight the suit, he said, the report cited. The class action is In re MF Global Holdings Ltd. Securities Litigation, 11-cv-7866, U.S. District Court, Southern District 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. MIDTOWN DEVELOPMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Midtown Development Group, Inc. 627 W Alexandrine, Unit 10 Detroit, MI 48201 Case No.: 14-41985 Chapter 11 Petition Date: February 12, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Thomas J. Tucker Debtor's Counsel: Michael D. Lieberman, Esq. LIEBERMAN, GIES & COHEN, PLLC 30500 Northwestern Hwy., Ste. 307 Farmington Hills, MI 48334 Tel: (248) 539-5500 Email: mike@lgcpllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert J. Slattery, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MT LAUREL: Hires Pinnacle Advisory as Appraiser and Expert Witness ------------------------------------------------------------------ Mt. Laurel Lodging Associates LLP seeks authorization from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Pinnacle Advisory Group as appraiser and expert witness, nunc pro tunc to the Nov. 4, 2013 petition date. Prior to the petition date, the Debtor retained Pinnacle to prepare an appraisal of the Debtor's Hotel pursuant to the terms and conditions of the engagement letter. Also prior to the petition date, the Debtor paid Pinnacle a flat fee in the amount of $15,000 for the preparation of such appraisal, which did not include the Debtor's agreement to reimburse Pinnacle for its reasonable costs, including travel time. For all additional work relating to the appraisal, including testimony at depositions and trial, the Debtor agreed to pay Pinnacle on an hourly basis. Pinnacle's hourly rates range from $300-$400 per hour. Pursuant to an additional engagement letter dated Dec. 2, 2013, the Debtor and its affiliates collectively retained Pinnacle to provide further advisory services relating to, among other things, the value of the fixtures and personal property located within Debtor's and its affiliate's hotels. The Debtor requested that Pamela McKinney from Pinnacle prepare an expert report and provide expert testimony at a cash collateral hearing that was scheduled for Dec. 20, 2013. The Debtor and its affiliates collectively agreed to pay Pinnacle $7,500, plus reimbursement of reasonable costs, for these additional services. In connection with these services, Sun paid Pinnacle $3,500, thereby leaving a balance of $4,000 plus reasonable costs. Pursuant to an additional engagement letter dated Jan. 8, 2014, the Debtor and its affiliates retained Pinnacle so that Pamela McKinney could testify at the Cash Collateral Hearing. The Debtor and its affiliates agreed to pay Pinnacle an additional $5,000 fee, plus travel related expenses, for these additional services. Rachel Roginsky, owner of Pinnacle, 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. Pinnacle can be reached at: Rachel Roginsky PINNACLE ADVISORY GROUP 164 Canal Street Boston, MA 02114 Tel: (617) 722-9916 Fax: (617) 722-9917 E-mail: rroginsky@pinnacle-advisory.com About Mt. Laurel Lodging Mt. Laurel Lodging Associates, LLP, and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.). The case is assigned to Judge Robyn L. Moberly. The petition lists the assets and debt as both exceeding $10 million on the Mount Laurel property. The Debtors are represented by Brian A Audette, Esq., and David M Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, Indiana. The National Republic Bank of Chicago, a secured creditor, is represented by James E. Carlberg, Esq., and James P. Moloy, Esq., at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and Timothy P. Duggan, Esq., at Stark & Stark, P.C., in Lawrenceville, New Jersey. MONTREAL MAINE: Judge Approves Increase to Bankruptcy Loan ---------------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that Montreal, Maine & Atlantic Railway Ltd. won court approval to borrow more money from its bankruptcy lender pending the closing of the sale to an affiliate of Fortress Investment Group LLC. According to the report, court papers show Judge Louis H. Kornreich of the U.S. Bankruptcy Court in Bangor, Maine, has granted the railway, which operates more than 500 miles of track in Maine, Vermont and Quebec, permission to borrow another $750,000 from Camden National Bank. The bank has already provided up to $3 million to fund the railway's bankruptcy case, launched last summer following the deadly derailment of one of its trains in Quebec, the report said. But MM&A recently told the court that without increasing its loan, it could run out of cash in a matter of weeks. The extra cash will ensure MM&A keeps operating until it can close its pending sale to the Fortress affiliate, whose $15.85 million offer for the railway's assets has already secured the court's approval, the report related. MM&A is due back in court on Feb. 26 to seek approval to borrow another $1.05 million from Camden, which would put its total bankruptcy borrowings from the bank at $4.8 million, the report further related. The loan comes due Aug. 30, court papers show. 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. MUSCLEPHARM CORP: Issues Update Letter to Shareholders ------------------------------------------------------ MusclePharm Corporation issued on Jan. 29, 2014, the following letter to shareholders from its Chairman and CEO, Brad Pyatt: Dear Fellow Shareholders: As we look at the growth of our company over the past year, perhaps no three things characterize our achievements better than strength, innovation and customer experience. The Strength of Our Brand Today, MusclePharm is leading the charge for the next generation in sports nutrition. At the same time, we are building a solid- growth company that exceeded our revenue goal for 2013. Preliminary results indicate we will report revenues of more than $110 million for the year, an increase of more than 64% over 2012. Full financial results for 2013 are expected to be reported in March, but I am pleased to provide you with this update as we start 2014. The growth of our company in a relatively short period of time reflects the strength of the MusclePharm brand and customers' belief in the science behind our products. We have gained the trust of millions of consumers by offering nothing but the best supplements on the market, backed by dedicated research and development and strict adherence to quality control, efficacy and safety. MusclePharm's Scientific Advisory Board paves our path to success, guiding the in-house quality control and scientific team comprised of 20 scientists, pharmacists and doctors. The Board is led by Dr. Roscoe Moore, former Assistant U.S. Surgeon General and U.S. Food and Drug Administration director, and Dr. Phillip Frost, chairman of TEVA Pharmaceuticals. TEVA is one of the world's largest and most highly-respected generic pharmaceutical companies. The MP scientific team conducts Institutional Review Board-approved clinical trials in-house at the 35,000 sq. ft. MusclePharm Sports Science Institute. Ongoing studies are performed to validate for safety, efficacy and performance through the University of North Carolina at Chapel Hill and other universities. Clinical write-ups of select MP products will be published in future medical journals. This level of commitment sets MusclePharm apart and is why millions of customers trust the brand. As our brand has grown, the company's financial position also has improved. Today, we have a clean balance sheet, with no long-term debt and no warrants, and we recently secured a credit line with U.S. Bank. As we move forward in 2014, emphasis will be on quality growth and profitability, coupled with maintaining momentum and our leadership position through innovation and the prudent building of the organization. Bringing Innovative New Products to Market The recent successes of our women's brand FitMissTM and the iconic Arnold SchwarzeneggerTM Series, along with continued achievements by line extensions of our MP brand, are examples of how MusclePharm is leading the charge for the next generation of sports nutrition. We are currently in more than 35,000 stores worldwide and sold in more than 110 countries. To help you track our progress, we will be breaking out our business into three categories: Specialty, International and FDM (Food, Drug, Mass). Specialty Market: This is comprised of brick-and-mortar and ecommerce. We use distributors, as well as sell direct to larger customers. We will continue to grow this portion of our business by offering continued line extensions, as well as leveraging our retailers to grow new customer acquisitions within their channels. International: This will be an area we focus on growing by continuing to offer new products, as well as improving the supply cycles and opening new distribution centers in select regions of the world to improve both tariff fees, as well as shipping time. FDM (Food, Drug, Mass): This is a new sales channel where we will continue to focus, namely by expanding the distribution platform for our current line of brands and products. In 2013, this represented approximately 9% of our business and in 2014 FDM will represent 15% of our business. The diversification among our channels domestically, along with MusclePharm's strong presence internationally, will allow us to continue to provide top-line growth for years to come. Furthermore, the recently-announced acquisition of what is substantially all assets of Biozone Pharmaceuticals and its subsidiaries gives us the ability to accelerate new product development utilizing a state-of-the-art, science-based organization that is focused on quality control and safety. This will help our sales team expand into new distribution channels with unique and innovative products. Without tipping our hand too much, several new product lines that are currently in development and will be available in the near future will contribute to the quality of our products and aggressive-growth strategy. Providing a One-of-a-Kind Customer Experience Along with innovative products, we also remain focused on providing a one-of-a-kind customer experience. Customer satisfaction drives our success, and with that aim, we have built one of the strongest social communities in the industry, often referred to as #MPNation. We recently opened up our Social Media & Customer Command Center in Columbus, Ohio, where our staff provides a high-level brand experience for customers. Popular social media contributions from Co-Founder Cory Gregory include daily workouts, training advice and a commitment to providing real-time feedback to our customers. In addition, key brand influencer partners such as Ultimate Fighting Championship (UFC), which reaches more than 820 million households globally, along with Arnold Schwarzenegger and football legend Colin Kaepernick give the brand credibility and connect with millions of potential customers. Building the Organization With this foundation, we took steps to build our company through the addition of talented professionals and an enhanced sales and marketing infrastructure, along with stronger reporting processes and procedures. Recently, we created divisional business leader positions and hired industry veterans who bring decades of experience and established relationships within the sports nutrition category. To give them yet another advantage in marketing our products and connecting with consumers, we are working to become the only nutrition and supplement organization with every product batch on the market fully certified by "Informed-Choice" -- the globally- recognized standard that guarantees products are free of all banned substances. As demand for our products has grown, our need for real-time analytics also has increased. Accordingly, we implemented a high- level ERP/CRM system to analyze growth trends, inventory levels and improve sales cycles through quicker shipping. In 2014, we plan on launching distribution centers for the West Coast in California and internationally in Europe, Latin America and Western Canada. With our rapid rate of growth, we also recognize the need to improve internal financial controls, which will facilitate more accurate forecasting and allow us to better monitor day-to-day results. An internal audit department recently was established and now reports directly to the Audit Committee. All areas of internal controls, from the sales cycle to cash management, have been reviewed internally and are being strengthened. In addition, the strengthening of these systems aligns with our objective of applying for a listing on NASDAQ. I also want you to know that as previously reported, the company continues to provide cooperation to the Denver office of the Securities and Exchange Commission regarding an ongoing investigation. It is our belief that there are no material items that will impact our future business. Moving forward, our strategy is to continue to drive revenue growth and achieve profitability through margin enhancement. To achieve this, we established a supply chain team to analyze incremental volume, optimize purchase pricing and evaluate product and line extensions in sports nutrition areas that command higher margins. Longer-term (over the course of the next two to three years) we plan to ramp up internal production through vertical integration of manufacturing. Over time, we believe these strategic initiatives will enhance profitability and increase margins incrementally. In conjunction with achieving our objectives and incentivizing our staff, we will be implementing an Employee Stock Incentive Plan (ESOP) in 2014 that will allow us to attract and retain qualified candidates. We intend to create stock and option awards that carry three- to four-year vesting periods. This new plan will reserve 1.5 million shares for employees, consultants and athletes and will be subject to shareholder approval. I look forward to continuing to report our progress to you. On behalf of our Board of Directors and management team, I extend deep gratitude and thanks for your continued support. Sincerely, Brad Pyatt, Chairman and CEO A full-text copy of the Letter is available for free at: http://is.gd/fJD3W9 About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $13.72 million. MusclePharm incurred a net loss of $18.95 million in 2012, a net loss of $23.28 million in 2011, and a net loss of $19.56 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $41.54 million in total assets, $18.87 million in total liabilities and $22.67 million in total stockholders' equity. NEPHROS INC: Amends 9.1 Million Shares Prospectus ------------------------------------------------- Nephros, Inc., amended its Form S-1 registration statement relating to the distribution, at no charge, to holders of the Company's common stock or warrants, non-transferable subscription rights to purchase up to 9,166,667 shares of the Company's common stock. Each non-transferable subscription right will entitle subscribers to purchase 0.28673 of a share of the Company's common stock at a subscription price of $0.30 per share. Subject to the satisfaction of certain conditions including compliance with all obligations under a $1.5 million note, related security agreement and the other transaction documents between Lambda Investors and the Company, Lambda Investors has advised the Company that it intends to exercise its subscription privilege in full and, to the extent that after the closing of the rights offering there still remain unsubscribed shares of common stock, Lambda Investors will have the right, but not the obligation, to purchase any or all such remaining unsubscribed shares within ten days of the closing of the Rights Offering. The subscription rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on March 10, 2014, unless the Company extends the subscription period in its sole discretion, but in no event by more than 60 days from the date of this prospectus. However, the Company's board of directors reserves the right to cancel the rights offering at any time, for any reason. If the rights offering is cancelled, all subscription payments received by the subscription agent will be returned promptly. Shares of the Company's common stock are quoted on the OTCQB Marketplace operated by the OTC Markets Group, Inc., or OTCQB, under the ticker symbol "NEPH." On Jan. 30, 2014, the closing sales price for the Company's common stock was $0.40 per share. The shares of common stock issued in the rights offering will also be quoted on the OTCQB under the same ticker symbol. The subscription rights will not be listed for trading on any stock exchange or market or quoted on the OTCQB. A copy of the Form S-1/A is available for free at: http://is.gd/UbElKY About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $3.26 million in 2012, a net loss of $2.36 million in 2011, and a net loss of $1.9 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $2.55 million in total assets, $2.12 million in total liabilities and $430,000 in total stockholders' equity. Rothstein Kass, in Roseland, New Jersey, expressed substantial doubt about Nephros' ability to continue as a going concern, following its audit of the Company's financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred negative cash flow from operations and net losses since inception. NEW YORK CITY OPERA: Performers Celebrate 70th Anniversary ---------------------------------------------------------- Stephanie Gleason, writing for The Wall Street Journal, reported that the repertoire for a concert celebrating "70 years of The People's Opera," an event to honor City Opera's anniversary, was announced on Feb. 6 -- even though City Opera has canceled its season, filed for Chapter 11 bankruptcy, and is likely to liquidate completely. "Despite the fact that the Board of New York City Opera filed for bankruptcy protection last October, the cohesive 'City Opera Family,' the storied company's orchestral musicians and singers, did not want the auspicious 70th Anniversary to pass without a celebration," the company musician's union said in a press release, the report cited. According to the report, the event is being produced by the union that represents the performers -- American Federation of Musician's Local 802 -- and is scheduled for Feb. 21 at New York's City Center, which was also the location of City Opera's first performance, union spokesman K.C. Boyle said. The concert will include pieces from City Opera's first season in 1944, when Mayor Fiorello LaGuardia gave it the "People's Opera" moniker. This is the only reunion performance currently planned, but Mr. Boyle said the door is open for other similar performances in the future, the report related. Meanwhile, New York City Opera's Chapter 11 case is continuing, the report said. Most recently, the opera has requested permission to reject the lease agreement for its thrift store located at 220 E. 23rd St. in New York. About New York City Opera New York City Opera, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013, estimating between $1 million and $10 million in both assets and debt. The petition was signed by George Steel, general manager and artistic director. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, serves as the opera's counsel. Ewenstein Young & Roth LLP serves as special counsel. NEWLEAD HOLDINGS: MG Partners Stake at 8.93% as of Dec. 31 ---------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, MG Partners Limited and its affiliates disclosed that as of Dec. 31, 2013, they beneficially owned 2,990,608 shares of common stock of NewLead Holdings Ltd. representing 8.93 percent of the shares outstanding. MG Partners previously reported beneficial ownership of 5,250,000 common shares shares or 9.92% equity stake as of Dec. 2, 2013. A copy of the regulatory filing is available for free at http://is.gd/HmMrzZ About NewLead Holdings Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead Holdings incurred a net loss of $403.92 million on $8.92 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of $290.39 million on $12.22 million of operating revenues for the year ended Dec. 31, 2011. The Company incurred a net loss of $86.34 million on $17.43 million of operating revenues in 2010. As of June 30, 2013, the Company had $84.27 million in total assets, $166.18 million in total liabilities and a $81.91 million total shareholders' deficit. Going Concern Doubt PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities, all of which raise substantial doubt about its ability to continue as a going concern. NEXEO SOLUTIONS: Moody's Likely to Cut CFR to 'B' Over Leverage --------------------------------------------------------------- Nexeo Solutions, LLC's proposed $170 million term loan add-on will facilitate the $125 million proposed acquisition of Archway Sales, Inc. (Archway; announced February 11, 2013) and reduce revolver borrowings. Nexeo's announcement of the acquisition comes one day after Moody's rated the incremental term loan and revised Nexeo's outlook to negative. Nexeo's elevated leverage, weak margins (EBITDA margins below 4%) and willingness to undertake additional acquisitions triggered Moody's move to a negative outlook. If by the end of 2014, Nexeo does not reduce leverage back below 6.0 times (pro forma for Archway) and increase EBITDA margins to 4%, Moody's would likely lower the company's Corporate Family Rating to B3. Nexeo is one of the largest distributors of chemicals and providers of related services in North America, where it sources over 80% of its revenues. The company also has operations in Europe and China. The company distributes chemicals, plastics and composites and provides environmental services (only 3% of revenue). Private equity firm TPG Capital purchased Ashland Inc.'s distribution business in an leveraged buyout transaction for $972 million to form Nexeo in 2011. Nexeo had revenues of $4.4 billion for the year ending September 30, 2013. NII HOLDINGS: Prudential Stake at 10.5% as of Jan. 29 ----------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission on Jan. 29, 2014, Prudential Financial, Inc., disclosed that it beneficially owned 18,017,593 shares of common stock of NII Holdings Inc. representing 10.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/pm4eUt About NII Holdings With headquarters in Reston, Virginia, NII Holdings is an international wireless operator with more than 7 million largely post-pay, business subscribers. * * * As reported by the TCR on Jan. 14, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Reston, Va.-based wireless service provider NII Holdings Inc. (NII) to 'CCC+' from 'B-'. "The downgrade is based on NII's weak operating and financial performance and our view that the company's financial commitments may be unsustainable over the next few years, although liquidity should remain 'adequate' in 2014," said Standard & Poor's credit analyst Allyn Arden. In the Feb. 8, 2013, edition of the TCR, Moody's Investors Service downgraded the corporate family rating of NII Holdings Inc. to B2 from B1. The downgrade reflects Moody's expectations that the company's operating performance will remain weak for longer than originally expected due primarily to delays in deploying a 3G network. Increasing price competition and depreciating local currencies are exacerbating NII's challenges. NORD RESOURCES: Extends Maturity of Convertible Note to July 18 --------------------------------------------------------------- Nord Resources Corporation has entered into an amended agreement with Ronnie Moss, effective as of Jan. 17, 2014, and executed on Feb. 3, 2014. The Noteholder held a convertible promissory note dated July 18, 2013, to evidence the Company's promise to repay the Mr. Moss in the principal amount of $28,914. The Note accrues interest at 20 percent per annum, and was to have matured on the earlier of: Jan. 18, 2014, and 30 days after receipt by the Noteholder of notice of the closing of a financing transaction by the Company for gross proceeds in excess of US$20,000,000. Pursuant to the Amended Agreement, the Note has been extended to mature on the earlier of July 18, 2014, and 30 days after receipt by the Noteholder of notice of the closing of a financing transaction by the Company for gross proceeds in excess of US$20,000,000. A copy of the Amended and Restated Convertible Promissory Note is available for free at http://is.gd/5MyOI9 About Nord Resources Based in Tuczon, Arizona, Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a copper mining company whose primary asset is the Johnson Camp Mine, located approximately 65 miles east of Tucson, Arizona. Nord commenced mining new ore in February 2009. On June 2, 2010, Nord Resources appointed FTI Consulting to advise on refinancing structures and strategic alternatives. Nord Resources disclosed a net loss of $10.25 million on $8.14 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $10.31 million on $14.48 million of net sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $49.02 million in total assets, $73.40 million in total liabilities and a $24.38 million total stockholders' deficit. "The results for 2012 continued to reflect the effects of the measures that Nord implemented beginning in July 2010 to reduce our costs, maximize cash flow, and improve operating efficiencies," said Wayne Morrison, chief executive and chief financial officer. Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company reported net losses of ($10,254,344) and ($10,316,294) during the years ended Dec. 31, 2012, and 2011, respectively. In addition, as of Dec. 31, 2012 and 2011, the Company reported a deficit in net working capital of ($57,999,677) and ($51,783,180), respectively. The Company's significant historical operating losses, lack of liquidity, and inability to make the requisite principal and interest payments due under the terms of the Amended and Restated Credit Agreement with its senior lender raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "The Company's continuation as a going concern is dependent upon its ability to refinance the obligations under the Credit Agreement with Nedbank, the Copper Hedge Agreement with Nedbank Capital, and the note payable with Fisher, thereby curing the current state of default under the respective agreements. Any actions by Nedbank, Nedbank Capital or Fisher Industries to enforce their respective rights could force us into bankruptcy or liquidation," according to the Company's annual report for the year ended Dec. 31, 2012. NORMAN REGIONAL: S&P Ups Rating on 2005/2002 Rev Bonds From 'BB+' ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on Norman Regional Hospital Authority (NRHA), Okla.'s series 2007 revenue and refunding bonds and series 2005 and 2002 revenue bonds, issued for Norman Regional Health System, one notch to 'BBB-' from 'BB+'. The outlook is stable. The upgrade reflects Standard & Poor's assessment of several years of the system's sustained and improved operating performance after a period of volatility, coupled with better-than-expected fiscal 2013 operating results and an improved balance sheet with unrestricted reserves that are more consistent with the higher rating and the system's leading market share in the primary service area. In S&P's view, the destruction of NRHA's Moore Hospital due to a tornado in May 2013 has had a minimal financial effect on the system due to management's ability to navigate this challenge, demonstrated by its continued stable financial performance despite the interruption of business and good insurance recovery. Standard & Poor's view of NRHA reflects its underlying operational performance and the effect of the tornado on the system. "We could lower the rating if unrestricted reserves were to decrease such that reserves as a percent of long-term debt were to decrease below 50% and operational performance were to deteriorate such that it resulted in less than 2x debt service coverage," said Standard & Poor's credit analyst Margaret McNamara. "Although unlikely due to the light unrestricted cash to long term debt ratio and moderately high leverage, we could raise the rating if unrestricted reserves were to improve significantly such that unrestricted reserves to long term debt were in excess of 1x and margins were better than 2%." The stable outlook reflects Standard & Poor's opinion of the authority's improved liquidity, stable operating performance despite current challenges, and solid business position. OPENLINK INT'L: Moody's Keeps 'B1' Rating on Repriced Term Loan --------------------------------------------------------------- Moody's Investors Service said there will be no change to OpenLink International, Inc.'s ratings or stable rating outlook following the launch of its 1st lien term loan repricing, including the B1 rating assigned to the senior secured 1st lien revolving credit facility due 2016 and senior secured 1st lien term loan due 2017. OpenLink is refinancing its existing term loan to reduce its interest expense. Rating Rationale OpenLink International, Inc. is the parent company of OpenLink Financial, LLC ("OpenLink"), a provider of energy and commodity trading and risk management software owned by affiliates of Hellman & Friedman LLC. Moody's expects 2014 revenues of over $330 million. OPTIM ENERGY: Proposes $115-Mil. of DIP Financing From Parent ------------------------------------------------------------- Optim Energy, LLC, and its affiliates seek approval from the bankruptcy court to use cash collateral and enter into a $115 million new-money, revolving, priming senior-secured credit facility with Cascade Investment, L.L.C., Optim Energy's ultimate parent company. ECJV Holdings, LLC, who, with Cascade, has a first priority secured interest in substantially all of the Debtors' assets, consent to the Debtors' use of cash collateral to fund their operations during the pendency of the Chapter 11 cases. Based on financial projections and liquidity constraints, the Debtors concluded that cash on hand alone would be insufficient to fund the Debtors' operations and business plan throughout the pendency of these chapter 11 cases. Because Cascade and ECJV had first priority liens on virtually all of the Debtors' assets, the Debtors, through their independent directors, requested Cascade to provide a DIP Financing Proposal in December 2013. Cascade and ECJV objected to any third party DIP Financing that would prime their existing liens and submitted their own DIP Financing proposal. The Debtors and Cascade/ECJV, represented by separate advisors, engaged in significant good faith and arm's-length negotiations on DIP financing with these terms: Borrower: Optim Energy, LLC Guarantors: Debtor-affiliates Lenders: Cascade, as the initial lender, and other financial institutions, if any, to be determined by Cascade. Administrative Agent: Wells Fargo. L/C Issuer: Wells Fargo. Borrowing: $75 million under the DIP Facility upon interim approval and up to $115 million on a final basis, which will include (a) a $56 million letter of credit sub-facility to replace existing letters of credit or to provide credit support for certain critical vendors ($41 million of which shall be used to replace prepetition letters of credit only), and (b) a $25 million letter of credit sub-facility to support the hedging and trading of safe-harbored energy contracts. Interest Rate: Drawn Amounts: LIBOR + 500 bps per annum (actual/360). Letters of Credit: LIBOR + 500 bps per annum (actual/360). Default Interest: The per annum interest rate at all times equal to (i) the sum of (A) the interest rate otherwise applicable to the loan as set forth in the DIP Credit Agreement plus (B) 2.0% per annum or (ii) the "maximum rate" during the continuance of an Event of Default. Maturity: Earlier of (a) 12 months after the Petition Date or 15 months if the extension option is exercised, (b) the effective date of a chapter 11 plan of reorganization of any of the Debtors, and (c) the date that the DIP Facility is accelerated. Milestones: Optim Energy is required to perform each action within the time periods set forth: * As soon as practicable, but in any event within the 90 days immediately following the Petition Date, either (i) executing a sale agreement with a stalking horse bidder relating to the sale of, at a minimum, Twin Oaks or substantially all of Twin Oaks' assets, and filing a sale motion and bidding procedures motion relating to such sale with the Bankruptcy Court, or (ii) filing a bidding procedures motion and an auction sale motion with the Bankruptcy Court to implement bidding procedures for a sale of Twin Oaks or substantially all of Twin Oaks' assets without a stalking horse bidder; * Within 120 days of the Petition Date, obtain entry of a bidding procedures order from the Bankruptcy Court approving bidding procedures for a sale of Twin Oaks or substantially all of Twin Oaks' assets; * Within 150 days of the Petition Date, obtain Bankruptcy Court approval of a sale of Twin Oaks or substantially all of Twin Oaks' assets, to the extent a successful bidder has been selected; * 6 months from the Petition Date, Optim Energy must deliver to the Lender either (a) A draft plan of reorganization and disclosure statement, in each case acceptable to the Lender in its reasonable discretion or (b) a proposal for the sale of any or all of the equity in or assets of any or all of the Debtors acceptable to the Lender in its reasonable discretion; * 8 months from the Petition Date, Optim Energy must file the Plan and the Disclosure Statement or the Sale Proposal with the Bankruptcy Court; and * 12 months from the Petition Date -- Optim Energy must obtain confirmation by the Bankruptcy Court of the Plan and attain the effective date thereof or consummate the sale contemplated by the Sale Proposal; provided however, that if the Plan or the sale proposal has been filed, and the "extension option" has been elected, this Milestone deadline will be 15 months. Interim Order Optim Energy on Feb. 12 obtained interim approval of its request to use cash collateral and access DIP financing. The final hearing on the motion has not yet been set. A copy of the interim order is available for free at: http://bankrupt.com/misc/Optim_Interim_DIP_Order.pdf About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cear Bayou plants are fueled by natural gas, and the third is coal- fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. The Debtors have $713 million of outstanding principal indebtedness. OPTIM ENERGY: Prime Clerk Okayed as Claims & Noticing Agent ----------------------------------------------------------- Optim Energy, LLC, and its affiliated debtors won approval of their request to tap Prime Clerk LLC to perform certain claims and noticing functions in the Chapter 11 cases pursuant to the terms and conditions set forth in an engagement agreement dated as of Jan. 17, 2014. The Debtors believe that they have at least 800 creditors and parties-in-interest that must be given notice of developments related to the chapter 11 cases. With such a significant number of parties involved, it is likely that heavy administrative burdens will be imposed upon the Court and the Clerk of the United States Bankruptcy Court for the District of Delaware. Prime Clerk will follow the notice and claim procedures that conform to the guidelines promulgated by the Clerk's Office, section 331 of the Judicial Code or as it otherwise may be directed by the Court. Michael J. Frishberg, COO at Prime Clerk, attests that Prime Clerk is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14). For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Case Manager $45 Technology Consultant $135 Consultant $150 Senior Consultant $180 Director $210 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Solicitation Analyst $210 Director of Solicitation $245 The firm will charge $0.10 per page for printing, $0.10 per page for fax noticing and no charge for e-mail noticing. Hosting of the case Web site -- http://cases.primeclerk.com/optim-- is free of charge. For on-line claim filing services, the firm will charge $5 per claim. Before the Petition Date, the Debtors paid a retainer to Prime Clerk in the amount of $50,000. The claims agent can be reached at: PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cear Bayou plants are fueled by natural gas, and the third is coal- fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. The Debtors have $713 million of outstanding principal indebtedness. OPTIM ENERGY: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy cases: Debtor Case No. ------ -------- Optim Energy, LLC 14-10262 aka EnergyCo, LLC c/o Competitive Power Ventures, Inc. 8403 Colesville Road, Suite 915 Silver Spring, MD 20910 Optim Energy Marketing, LLC 14-10263 aka EnergyCo Marketing & Trading LLC c/o Competitive Power Ventures, Inc. 8403 Colesville Road, Suite 915 Silver Spring, MD 20910 OEM 1, LLC 14-10264 Optim Energy Cedar Bayou 4, LLC 14-10265 Optim Energy Generation, LLC 14-10266 Optim Energy Twin Oaks GP, LLC 14-10268 Optim Energy Altura Cogen, LLC 14-10267 Optim Energy Twin Oaks, LP 14-10269 Type of Business: The Debtors are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Chapter 11 Petition Date: February 12, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtors' BRACEWELL & GIULIANI LLP Bankruptcy Counsel: Debtors' William M. Alleman, Jr., Esq. Co-Counsel MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 18th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Tel: 302-351-9168 Fax: 302-225-2558 Email: walleman@mnat.com - and - Robert J. Dehney, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL 1201 N. Market Street P O. Box 1347 Wilmington, DE 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: rdehney@mnat.com - and - Christopher M Hayes, Esq. MORRIS NICHOLS ARSHT TUNNELL, LLP 1201 North Market Street P.O. Box 1347 Wilmington, DE 19899-1347 Tel: 302-351-9346 Fax: 302-498-6239 Email: chayes@mnat.com Debtors' PROTIVITI INC. Restructuring Advisors: Debtors' BARCLAYS CAPITAL LLC Financial Advisors: Debtors' PRIME CLERK LLC Claims and Balloting Agent: Optim Energy's Estimated Assets: $100MM to $500MM Optim Energy's Estimated Debts: $500MM to $1BB Optim Marketing's Estimated Assets: $100MM to $500MM Optim Marketing's Estimated Debts: $500MM to $1BB The petitions were signed by Nick Rahn, chief executive officer. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank, N.A Bank Loan $712,530,426 205 108th Avenue NE Ste 600 Kirkland, WA 98004 Fax: 425-450-8033 Walnut Creek Mining Company Trade Debt $5,446,579 3555 Farnam St Omaha, NE 68131-3302 Fax: 254-746-7795 Cascade Investment, LLC Guaranty Fees $1,934,108 2365 Carillon Point Kirkland, WA 98033 Fax: 425-803-0459 AFCO Insurance Premium Finance Trade Debt $936,550 4501 College Blvd Suite 320 Shawnee Mission, KS 66211-2328 Fax: 913-663-4951 Texas Commission on Regulatory fees $344,999 Environmental Quality Austin, TX 78711-3089 Fax: 512-239-0371 Allied Power Group LLC Trade debt $138,196 Siemens Energy, Inc. Trade Debt $135,115 FL Smidth Airtech, Inc. Trade Debt $116,625 Alstom Power, Inc. Trade Debt $89,247 Thorndike Landing, LLC Trade Debt $76,800 Reynolds Company Trade Debt $69,916 ABB, Inc. Trade Debt $56,856 Christensen Associates Trade Debt $52,777 Clyde Bergemann, Inc. Trade Debt $49,784 3 "B" Dozer Service Trade Debt $49,649 Shrieve Chemical Co Trade Debt $42,159 Frost Crushed Stone Co. Inc Trade Debt $34,718 Praxair Distribution Inc Trade Debt $24,515 Navasota Valley Electric Cooperative Trade Debt $23,600 Ellison Steel, Inc. Trade Debt $17,000 Texas Alloys and Tool Company Trade Debt $15,190 Headwaters Resources Inc Trade Debt $14,396 Firetrol Protection Systems Trade Debt $12,275 Chemical Lime Company Trade Debt $11,566 Allied Waste Services #855 Trade Debt $11,172 Thyssen Krupp Robins, Inc. Trade Debt $10,642 Pentair Trade Debt $9,529 Lobo Industrial Services LLC Trade Debt $9,061 Impact Fire Services Trade Debt $8,197 Motion Industries, Inc. Trade Debt $8,188 OPTIMUMBANK HOLDINGS: Incurs $2 Million Net Loss in 4th Quarter --------------------------------------------------------------- OptimumBank Holdings, Inc., reported a net loss for the fourth quarter ending Dec. 31, 2013, of approximately $2 million, or $(.25) per basic share, compared to a net loss for the same period last year of approximately $(2.3) million, or $(.28) per basic share adjusted for the reverse stock split that occurred on June 3, 2013. The net loss for the year ending Dec. 31, 2013, was approximately $6.8 million, or $(.84) per basic share, compared to a net loss for the prior year of approximately $4.7 million, or $(.60) per basic share, also adjusted for the reverse stock split. A large portion of the net loss for the 2013 fourth quarter was a $1.5 million cash charge for restructuring OptimumBank's long term debt with the FHLB into shorter term debt. Chairman Moishe Gubin said, "This structural change will remove a major impediment to profitability at OptimumBank. We expect that the change will significantly reduce funding costs and improve the Bank's net interest income, net margin and net income." During 2013, the Bank's management team made consistent progress in boosting revenues, driving down expenses and removing troubled assets. Chairman Gubin reiterated that he is committed to unlocking the value in the Bank's balance sheet. For the year ending Dec. 31, 2013, the Company reduced non- performing assets by approximately 36 percent or $10 million to a total of $18.1 million. Chairman Gubin noted, "We continue to have a number of transactions in process that should further reduce non-performing assets in 2014." The Company's capital ratios are below its regulatory capital requirements at Dec. 31, 2013, with a tier one leverage capital ratio of 4.51 percent and a total risk-based capital ratio of 6.92 percent. As to capital, Chairman Gubin commented, "We are currently in the process of raising capital from current and new investors and expect to have a significant increase in capital in the first quarter of 2014." The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida. About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100 percent of OptimumBank, a state (Florida)-chartered commercial bank. The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida. Optimumbank Holdings disclosed a net loss of $4.69 million in 2012, as compared with a net loss of $3.74 million in 2011. Regulatory Matters Effective April 16, 2010, the Bank consented to the issuance of a Consent Order by the Federal Deposit Insurance Corporation and the the Florida Office of Financial Regulation, also effective as of April 16, 2010. The Consent Order represents an agreement among the Bank, the FDIC and the OFR as to areas of the Bank's operations that warrant improvement and presents a plan for making those improvements. The Consent Order imposes no fines or penalties on the Bank. The Consent Order will remain in effect and enforceable until it is modified, terminated, suspended, or set aside by the FDIC and the OFR. ORCKIT COMMUNICATIONS: Willing to Accept Noteholders' Proposal -------------------------------------------------------------- In connection with a meeting held on Feb. 4, 2014, among the Orckit Communications Ltd. and the holders of the Company's Series A notes and Series B notes about the proposed arrangement under Section 350 of the Israeli Companies Law, 1999, among the Company and the Note holders presented by a joint committee of the representatives of the Note holders on Jan. 30, 2014, the Company published its response to the Proposed Arrangement. The Company indicated that it would be willing to accept most of the terms and conditions of the Proposed Arrangement and proposed changes to some of them, including those regarding Mr. Izhak Tamir's future services to the Company (which were proposed to be unlimited in time and for no compensation), the treatment of the Company's financial obligations toward Mr. Izhak Tamir and Mr. Eric Paneth (which were proposed to be forgiven) and the conditions to the waiver of liability (which were open-ended and subjective). In addition, on Feb. 4, 2014, the Company published current unaudited financial information and business information about the Company, including the following: * Cash and cash equivalents - $1.16 million * Accounts receivable - $3.07 million * Customer backlog - $1.2 million * Debt under the Notes, excluding interest (due July 2014) - $17 million The foregoing does not include liabilities in the ordinary course of business and liabilities toward the Israeli Office of the Chief Scientist. "The Company's customers are eagerly awaiting the implementation of an arrangement with the Note holders out of concern that without such an arrangement the Company will close, forcing the customers to make alternative arrangements," according to the Form 6-K filed with the U.S. Securities and Exchange Commission. "Nothing in this report should be construed as an indication that an agreement will reached on the terms of an arrangement with the Note holders or that any arrangement will ultimately be implemented. Under applicable law, any arrangement requires various approvals, including various stakeholders of the Company, the Tel Aviv District Court and the Tel Aviv Stock Exchange," the Company said. About Orckit Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT) engages in the design, development, manufacture and marketing of advanced telecom equipment to telecommunication service providers in metropolitan areas. The Company's products are transport telecommunication equipment targeting high capacity packetized metropolitan networks. Orckit disclosed a net loss of $6.46 million on $11.19 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $15.58 million of revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $12.44 million in total assets, $24.03 million in total liabilities and a $11.59 million total capital deficiency. Kesselman & Kesselman, 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 capital deficiency, recurring losses, negative cash flows from operating activities and has significant future commitments to repay its convertible subordinated notes. These facts raise substantial doubt as to the Company's ability to continue as a going concern. ORMET CORP: May Incur Additional Secured Debt --------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Ormet Corporation, et al., to enter into a sixth amendment to the term loan DIP credit agreement, including the Debtors' incurrence of the additional secured debt in the form of the supplemental DIP financing. Pursuant to the budget, the Debtor is authorized to incur loan until Feb. 28, 2014. A copy of the budget is available for free at http://bankrupt.com/misc/ORMETCORPcreditamendmentorder.pdf Meanwhile, the Court had approved a stipulation extending until Jan. 15, the Debtors deadline to assume or reject the potential leases with Impala Warehousing (US) LLC. About Ormet Corp. Aluminum producer Ormet Corporation, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on Feb. 25, 2013, with a deal to sell the business to a portfolio company owned by private investment funds managed by Wayzata Investment Partners LLC. Headquartered in Wheeling, West Virginia, Ormet -- http://www.ormet.com/-- is a fully integrated aluminum manufacturer, providing primary metal, extrusion and thixotropic billet, foil and flat rolled sheet and other products. Ormet disclosed assets of $406.8 million and liabilities totaling $416 million. Secured debt of about $180 million includes $139.5 million on a secured term loan and $39.3 million on a revolving credit. Affiliates that separately filed Chapter 11 petitions are Ormet Primary Aluminum Corporation; Ormet Aluminum Mill Products Corporation; Specialty Blanks Holding Corporation; and Ormet Railroad Corporation. Ormet emerged from a prior bankruptcy in April 2005. Lender Wayzata Investment Partners LLC is among existing owners. Others are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund. In the 2013 case, Ormet is represented in the case by Morris, Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq., Patrick D. Burns, Esq. Kurtzman Carson Consultants is the claims and notice agent. Evercore's Lloyd Sprung and Paul Billyard serve as investment bankers to the Debtor. An official committee of unsecured creditors was appointed in the case in March 2013. The Committee is represented by Rafael X. Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S. Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler LLP. ORTHOFIX INTERNATIONAL: Gets NASDAQ Listing Non-Compliance Notice ----------------------------------------------------------------- Consistent with its press release of February 5, 2014, Orthofix International N.V. on Feb. 12 confirmed that it received on February 11, 2014 an expected letter from the Listing Qualifications Department of The NASDAQ Stock Market stating that unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel by February 18, 2014, the Company's common stock will be subject to delisting based upon the Company's non- compliance with NASDAQ Listing Rule 5250(c)(1). The NASDAQ Staff's determination letter was issued in accordance with standard NASDAQ procedures due to the delayed filing of the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2013 and September 30, 2013. The Company intends to request a hearing before a Hearings Panel and also to request a stay of the Staff's delisting determination. This hearing request will automatically stay the delisting of the Company's common stock until at least March 5, 2014 and, if the Hearings Panel grants Orthofix's request for a further stay (which is discretionary on the part of the Hearings Panel and therefore not assured), any final delisting (and suspension of trading) will be stayed until further Hearings Panel proceedings. Under the NASDAQ rules, a Hearings Panel has discretion to grant an additional extension, which cannot exceed 360 calendar days from the original non-compliance date. About Orthofix Orthofix International N.V. -- http://www.orthofix.com-- is a diversified, global medical device company focused on developing and delivering innovative orthopedic and spine solutions that drive value for patients, surgeons, and providers. Orthofix's products are widely distributed around the world to surgeons and patients via Orthofix's sales representatives and its subsidiaries, and via collaborations with other leading orthopedic product companies. In addition, Orthofix is collaborating on R&D activities with leading research and clinical organizations such as the Musculoskeletal Transplant Foundation and Texas Scottish Rite Hospital for Children. OXYSURE SYSTEMS: Reduces Debt by Nearly $1 Million -------------------------------------------------- OxySure(R) Systems, Inc., has removed approximately $967,609 of claimed indebtedness from its balance sheet by converting notes and other indebtedness to restricted common stock at conversion prices ranging from $1.50 per share to $.76 per share. On Jan. 23, 2014, the Company received fully counter-executed agreements relating to the conversion of approximately $967,609 in claimed notes and other indebtedness with an effective date of Dec. 31, 2013. The claimed indebtedness relate to: (i) that certain Third Landlord Note issued to Sinacola Commercial Properties, Limited, in the principal amount of $110,000, of which the principal was converted to restricted common stock at a conversion price of $1.00 per share, and accrued interest was converted at $.76 per share; (ii) that certain Fourth Landlord Note in the principal amount of $110,715, of which the principal was converted to restricted common stock at a conversion price of $1.50 per share, and accrued interest was converted at $.76 per share; (iii) that certain Fifth Landlord Note in the principal amount of $50,000, of which the principal was converted to restricted common stock at a conversion price of $1.00 per share, and accrued interest was converted at $.76 per share; (iv) that certain Sixth Landlord Note in the principal amount of $50,000, of which the principal was converted to restricted common stock at a conversion price of $1.50 per share, and accrued interest was converted at $.76 per share; (v) that certain Seventh Landlord Note in the principal amount of $50,050, of which the principal was converted to restricted common stock at a conversion price of $1.00 per share, and accrued interest was converted at $.76 per share; (vi) that certain Eighth Landlord Note in the principal amount of $50,050, of which the principal was converted to restricted common stock at a conversion price of $1.50 per share, and accrued interest was converted at $.76 per share; and (vii) certain claimed indebtedness, which includes deferred rent and accrued interest, totaling approximately $489,703 which was converted to restricted common stock at approximately $.76 per share. "The debt conversions demonstrate significant progress in our strategy to strengthen our balance sheet, especially as we set our sights on the goal of meeting the criteria for an uplisting to a senior exchange in the foreseeable future, " Julian T. Ross, CEO of OxySure Systems, stated. "As a result of these conversions, we are entering 2014 with a significantly improved financial profile." In total, the agreements require that the Company issue to SCP a total of approximately 1,268,167 shares of restricted common stock, which includes the common stock issuable pursuant to the conversions, as well as approximately 220,013 shares of restricted common stock related to considerations provided to the Company by SCP pursuant to a lease extension entered into with SCP simultaneously with the conversions. The lease extension extends the Company's prior lease at its headquarters and production facility located at 10880 John W. Elliot Drive, Suite 600, Frisco, Texas 75033, to Dec. 31, 2017. In terms of the lease extension, the Company's rent during 2014 and 2015 will be approximately 4% lower than the final year's rent stipulated by the original lease executed in 2007. All of the shares issuable to SCP are to be issued in reliance on Section 4(2) of the Securities Act of 1933, as amended, and are exempt from registration under the Securities Act of 1933. SCP represented that it is an accredited investor, as that term is defined in Regulation D, and that it is acquiring the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Additional information is available for free at: http://is.gd/6CWoae About OxySure Systems Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a medical technology company that focuses on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. The company pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. The Company owns nine (9) issued patents and patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. The Company's balance sheet at Sept. 30, 2013, showed $1.20 million in total assets, $1.51 million in total liabilities and a $310,451 total stockholders' deficit. Going Concern "Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. While we have turned a profit during the three months ended September 30, 2013, historically we have been suffering from recurring loss from operations. We have an accumulated deficit of $14,703,693 and $14,258,667 at September 30, 2013 and December 31, 2012, respectively, and stockholders' deficits of $310,451 and $652,125 as of September 30, 2013 and December 31, 2012, respectively. We require substantial additional funds to manufacture and commercialize our products. Our management is actively seeking additional sources of equity and/or debt financing; however, there is no assurance that any additional funding will be available," the Company said its quarterly report for the period ended Sept. 30, 2013. "In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying September 30, 2013 balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements on a continuing basis, to maintain present financing, and to generate cash from future operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern," the Company added. PATRIOT COAL: Cleanup of Slurry Spill Continues, DEP Says --------------------------------------------------------- Rusty Marks, writing for The West Virginia Gazette, reported that state environmental officials have ordered all but cleanup work halted at a Patriot Coal coal preparation plant that spilled more than 100,000 gallons of coal slurry into Fields Creek in Kanawha County. According to the report, State Department of Environmental Protection spokesman Tom Aluise said in a news release that the imminent harm cessation order issued at Patriot's Kanawha Eagle Prep Plant near Winifrede will remain in effect "until the company has eliminated the potential for further pollution." Officials believe a valve malfunctioned in a slurry line at the preparation plant sometime after 2:30 a.m. on Feb. 11, allowing 108,000 gallons of coal slurry to escape into the creek about six miles above the Kanawha River. Alarms on the pipeline system apparently malfunctioned, and slurry continued to be pumped into the creek until the spill was discovered about 5:30 a.m. Aluise said DEP was not notified of the spill until about 7:40 a.m. Environmental officials originally thought that MCHM, the same chemical released into the Elk River on Jan. 9 from a Freedom Industries tank farm, was also leaked into Fields Creek, but DEP later learned Kanawha Eagle had stopped using MCHM in January, the report further related. Officials now believe the slurry instead contained polypropylene glycol. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed Dec. 19, 2012, by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. Patriot Coal et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. The Bankruptcy Court approved the Plan on Dec. 17, 2013. PHH CORP: Fitch Puts 'BB' LongTerm IDR on Rating Watch Evolving --------------------------------------------------------------- Fitch Ratings has placed the 'BB' Long-Term Issuer Default Ratings (IDR) of PHH Corporation (PHH) on Rating Watch Evolving following the company's announcement that it is exploring ways to maximize shareholder value through the separation or sale of its fleet business, mortgage business, or both. The company has retained advisors to assist in this process. PHH indicated that they expect to reach conclusions on this announcement prior to the end of the second quarter of 2014. KEY RATING DRIVERS - IDRs AND SENIOR DEBT The Rating Watch Evolving reflects uncertainty surrounding the potential outcome of a separation or sale of either or both businesses, though Fitch believes positive rating momentum is limited to a scenario where the mortgage business is sold and the fleet business is retained. Fitch views the fleet leasing business as a source of stable cash flow generation to the company's overall business and a credit positive to PHH's current ratings. Therefore, the sale of the fleet leasing business would be viewed negatively by Fitch. Fitch views PHH's mortgage business less favorably due to the highly cyclical nature of the mortgage origination business and the capital intensive and volatile nature of the mortgage servicing business. Furthermore, the mortgage business is subject to intense regulatory and legislative scrutiny, which further increases business risk. In the case of a sale, Fitch will focus its review on the surviving entity, assessing expected capitalization, liquidity, and funding flexibility. Fitch will also consider the impact of today's announcement on PHH's competitive position, including the potential loss of clients and/or departures at the senior management level. Since September 2013, PHH has been in discussions with some of its shareholders with regard to ways to maximize shareholder value, including a possible sale or IPO of its fleet leasing business and exploring alternative funding mechanisms for its mortgage servicing rights (MSR) portfolio. This is not the first time the company has pursued strategic alternatives, and Fitch believes an extended period of uncertainty is likely to have a greater impact on existing customer relationships. RATING SENSITIVITIES - IDRs AND SENIOR DEBT Negative rating momentum could develop if the mortgage business is the surviving entity and management is unable to improve the profitability of the business due to weaker competitive positioning, resulting from the loss of significant customer relationships, or higher regulatory and funding costs. Negative rating actions could also result from the view that the sale of the fleet leasing business weakens the capitalization or funding flexibility of the firm. Positive rating momentum could result if the fleet leasing business is retained, although an eventual upgrade would be dependent upon the company having the appropriate capitalization, funding and liquidity levels, while maintaining current customer relationships. This would likely take some time to observe. Ratings could be affirmed should there be no change to the current business model, including no disruption in customer relationships, and the company continues to generate consistent operating performance while maintaining appropriate capitalization, liquidity, and economic access to diversified funding sources, including unsecured debt. Fitch believes the likelihood of this occurring is remote. Fitch has placed the following ratings on Rating Watch Evolving: PHH Corporation -- Long-term IDR 'BB'; -- Short-term IDR 'B'; -- Senior unsecured debt 'B'; -- Commercial paper 'B'. PHH CORP: S&P Revises Outlook to Negative & Affirms 'BB-' ICR ------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on PHH Corp. to negative from stable. At the same time, S&P affirmed its 'BB-' long-term issuer credit and senior unsecured ratings on the company. S&P also affirmed its preliminary 'B' subordinated debt rating, preliminary 'B-' preferred stock rating, and 'B' short-term issuer credit rating on PHH. "The outlook revision to negative follows management's announcement that the firm could separate its mortgage and fleet leasing businesses," said Standard & Poor's credit analyst Jeffrey Zaun. "If a transaction or series of transactions results in a stand-alone mortgage business, we believe that, without the steady income from its fleet leasing business, the mortgage business would be more vulnerable to mortgage market volatility and would encounter greater difficulty in funding its volatile MSR assets," said Mr. Zaun. Through 2012 and 2013, management moved to stabilize PHH's funding profile and establish its liquidity position. Management has lengthened the tenor of its secured credit facilities to August 2015. Additionally, in August 2013 PHH issued $350 million of unsecured notes that it used, in part, to pay down debt due in 2016. Even after repaying its debt, the firm reported $1.2 billion of unrestricted cash as of Dec. 31, 2013. PHH's dependence on wholesale funding for its mortgage servicing business remains a limit to the rating, and it could become more difficult for the company to fund its mortgage business without the stable earnings from the firm's fleet leasing segment. The fleet leasing business has heretofore provided steady earnings and diversification away from the volatile mortgage origination and servicing businesses. PHH retains strong market positions in its two businesses (residential mortgage origination/servicing and vehicle fleet- management services). The ratings on PHH also reflect favorable mortgage servicing industry trends and the firm's appropriate leverage. Negative ratings factors include PHH's exposure to the uncertain U.S. residential mortgage market, limited flexibility in funding of its mortgage servicing asset, government officials' heightened attention to mortgage origination and servicing practices, and weak recent reported earnings. S&P believes that earnings from a stand-alone mortgage company could support the financing of PHH's mortgage origination and servicing businesses, even if the company incurs material costs in spinning off or selling its fleet leasing business. S&P could, however, downgrade PHH to 'B+' because the business would lack the stable earnings provided by its fleet leasing business. The negative outlook reflects the possibility that PHH could separate its mortgage and fleet leasing businesses, which would add volatility to their earnings. S&P also believes that earnings may be volatile as the U.S. interest rate environment evolves. With its strengthened liquidity and funding, however, PHH faces fewer headwinds in improving its earnings. S&P could lower the rating to 'B+' if management spins off or sells the fleet leasing business. S&P could also downgrade PHH if management is unable to put in place adequate, laddered, long-term sources of liquidity. Although PHH's liquidity is strong as of February 2014, management may face difficulty in funding its MSRs and business operations during periods of credit market disruption. Specifically, S&P expects the firm to maintain a credible plan for keeping contingent liquidity, made up of cash and available revolver capacity, in excess of $200 million above the debt coming due over the next year. S&P will also monitor the firm's coverage of unsecured debt by unencumbered assets. S&P could raise the rating if PHH retains stable earnings from its fleet leasing and management demonstrates its ability to establish a long-term funding profile that enables the firm to operate profitably over the coming quarters. PLY GEM HOLDINGS: Unit Closes Offering of $500-Mil. Senior Notes ---------------------------------------------------------------- Ply Gem Industries, Inc., a wholly-owned subsidiary of Ply Gem Holdings, Inc., completed its previously announced offering of $500 million aggregate principal amount of 6.50 percent Senior Notes due 2022. In connection with the issuance of the New Senior Notes, Ply Gem Industries, the Company and each of the direct and indirect wholly-owned domestic subsidiaries of Ply Gem Industries entered into (i) an indenture, dated as of Jan. 30, 2014, among Ply Gem Industries, the Guarantors and Wells Fargo Bank, National Association, as trustee, and (ii) a registration rights agreement, dated as of Jan. 30, 2014, among Ply Gem Industries, the Guarantors and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers. The New Senior Notes will mature on Feb. 1, 2022. Interest on the New Senior Notes will accrue at 6.50 percent per annum and will be payable on February 1 and August 1 of each year, commencing on Aug. 1, 2014. The New Senior Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors. Ply Gem Industries' Canadian subsidiaries, Ply Gem Canada, Inc., Gienow Canada Inc. and Mitten Inc., are not, and future foreign subsidiaries will not be, guarantors of the New Senior Notes. A copy of the Indenture is available for free at: http://is.gd/DszrTr Term Loan Facility On Jan. 30, 2014, Ply Gem Industries and the Company entered into a Credit Agreement by and among Ply Gem Industries, the Company, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent, which governs the terms of the Company's new senior secured term loan facility. The Term Loan Facility consists of a senior secured term loan in an aggregate principal amount of $430 million, which will mature on Jan. 30, 2021. The Term Loan Facility requires scheduled quarterly payments in an aggregate annual amount equal to 1.00 percent of the original aggregate principal amount of the Term Loan Facility, with the balance due at maturity. The net proceeds from the initial borrowings under the Term Loan Facility were $427.85 million, after giving effect to original issue discount of approximately $2.15 million. Borrowings under the Term Loan Facility bear interest at a rate equal to, at the Company's option, either (a) a base rate determined by reference to the highest of (i) the prime rate of the Administrative Agent, (ii) the federal funds rate plus 0.50 percent and (iii) the adjusted LIBO rate for a one-month interest period plus 1.00 percent and (b) a LIBO rate determined by reference to the cost of funds for eurocurrency deposits in dollars for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00 percent floor, plus, in each case, an applicable margin of 3.00 percent for any eurocurrency loan and 2.00 percent for any alternate base rate loan. A copy of the Credit Agreement is available for free at: http://is.gd/LjUVtX Termination of a Definitive Material Agreement On Jan. 30, 2014, Ply Gem Industries irrevocably deposited with Wells Fargo Bank, National Association, as trustee for Ply Gem Industries' 8.25 percent Senior Secured Notes due 2018, an amount sufficient to satisfy and to discharge its obligations under the Senior Secured Notes and the Indenture, dated as of Feb. 11, 2011, among Ply Gem Industries, as issuer, the guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral agent, governing the Senior Secured Notes. On Jan. 30, 2014, Ply Gem Industries issued a notice of redemption pursuant to the Senior Secured Notes Indenture to redeem all of its outstanding Senior Secured Notes on March 1, 2014, at a redemption price equal to 106.188 percent of the principal amount thereof, plus accrued and unpaid interest to the redemption date. On Jan. 30, 2014, Ply Gem Industries irrevocably deposited with Wells Fargo Bank, National Association, as trustee for Ply Gem Industries' 9.375 percent Senior Notes due 2017, an amount sufficient to satisfy and to discharge its obligations under the Old Senior Notes and the Indenture, dated as of Sept. 27, 2012, among Ply Gem Industries, as issuer, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the Old Senior Notes. Tender Offer Results As of midnight, New York City time, on Jan. 24, 2014, Ply Gem Industries has been advised by D.F. King & Co., Inc., as the tender agent and information for the tender offers, that holders of $705,907,000 aggregate principal amount, or approximately 93.37 percent, of the outstanding Senior Secured Notes had validly tendered their Senior Secured Notes, and holders of $94,700,000 aggregate principal amount, or approximately 98.65 percent, of the outstanding Old Senior Notes had validly tendered their Old Senior Notes, in each case, pursuant to Ply Gem Industries' previously announced tender offers. On Jan. 30, 2014, Ply Gem Industries exercised its right to accept for early purchase all of the Senior Secured Notes and Old Senior Notes validly tendered prior to the Early Tender Time pursuant to the terms of Ply Gem Industries' Offer to Purchase, dated Jan. 10, 2014. Notwithstanding Ply Gem Industries' exercise of its early settlement election, each tender offer will remain open until 12:00 midnight, New York City time, on Feb. 7, 2014, unless extended. Each holder who validly tendered its Senior Secured Notes prior to the Early Tender Time will receive the total consideration of $1,067.50 per $1,000 principal amount of the Senior Secured Notes tendered, which includes $30.00 as an early tender premium. Each holder who validly tendered its Old Senior Notes prior to the Early Tender Time will receive the total consideration of $1,108.36 per $1,000 principal amount of the Senior Secured Notes tendered, which includes $30.00 as an early tender premium. In addition, accrued and unpaid interest up to, but not including, Jan. 30, 2014, was paid in cash on all validly tendered and accepted Senior Secured Notes and Old Senior Notes. As a result, Ply Gem Industries will pay aggregate consideration of approximately $780.2 million for the validly tendered and accepted Senior Secured Notes, and aggregate consideration of approximately $107.6 million for the validly tendered and accepted Old Senior Notes. A copy of the Form 8-K is available for free at: http://is.gd/2FGOde About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as compared with a net loss of $84.50 million in 2011. The Company's balance sheet at Sept. 28, 2013, showed $1.08 billion in total assets, $1.12 billion in total liabilities and a $37.69 million total stockholders' deficit. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. PLY GEM HOLDINGS: JPMorgan Stake at 5.2% as of Dec. 31 ------------------------------------------------------ In a Schedule 13G filed with the U.S. Securities and Exchange Commission, JPMorgan Chase & Co. disclosed that as of Dec. 31, 2013, it beneficially owned 3,559,204 shares of common stock of Ply Gem Holdings, Inc., representing 5.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/vpuJkO About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as compared with a net loss of $84.50 million in 2011. The Company's balance sheet at Sept. 28, 2013, showed $1.08 billion in total assets, $1.12 billion in total liabilities and a $37.69 million total stockholders' deficit. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. PREMIER JETS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Premier Jets, Inc. dba Lifeguard Air Ambulance POB 91430 Portland, OR 97291 Case No.: 14-30667 Chapter 11 Petition Date: February 12, 2014 Court: United State Bankruptcy Court District of Oregon Judge: Hon. Trish M Brown Debtor's Counsel: Timothy J. Conway, Esq. TONKON TORP LLP 888 SW 5th Ave #1600 Portland, OR 97204 Tel: (503) 802-2027 Email: tim.conway@tonkon.com - and - Albert N Kennedy, Esq. TONKON TORP LLP 888 SW 5th Ave #1600 Portland, OR 97204 Tel: (503) 802-2013 Email: al.kennedy@tonkon.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roger B. Kelsay, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/orb14-30667.pdf PRESSURE BIOSCIENCES: Iliad Research Stake at 5% as of Jan. 28 -------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Iliad Research & Trading, L.P., and its affiliates reported that as of Jan. 28, 2014, they beneficially owned 627,500 shares of common stock of Pressure Biosciences, Inc., representing 5.25 percent of the 11,949,267 shares outstanding on that date (as reported in the Issuer's Form 8-K filed Dec. 18, 2013). A copy of the regulatory filing is available for free at http://is.gd/P7yfZ8 About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences disclosed a net loss applicable to common shareholders of $4.40 million on $1.23 million of total revenue for the year ended Dec. 31, 2012, as compared with a net loss applicable to common shareholders of $5.10 million on $987,729 of total revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.29 million in total assets, $2.96 million in total liabilities and a $1.67 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. PROLOGIS INC: Fitch Currently Rates $100MM Preferred Stock 'BB+' ---------------------------------------------------------------- Fitch Ratings assigns a credit rating of 'BBB' to the EUR700 million aggregate principal amount of guaranteed notes issued by Prologis, L.P., the operating partnership of Prologis, Inc. (NYSE: PLD; collectively including rated subsidiaries; Prologis or the company). The 2024 notes have an annual coupon rate of 3.375% and were priced at 98.919% of the principal amount to yield 3.505% to maturity or 160 basis points (bps) over the mid-swap rate. The notes are senior unsecured obligations of Prologis, L.P. that are fully and unconditionally guaranteed by Prologis, Inc. The company intends to use the net proceeds of approximately EUR689.3 million for general corporate purposes, including to repay or repurchase other indebtedness. In the short term, the company intends to use the net proceeds to repay borrowings under its multi-currency senior term loan and/or global line of credit. In addition to the 2024 notes, Fitch currently rates Prologis as follows: Prologis, Inc. -- Issuer Default Rating (IDR) 'BBB'; -- $100 million preferred stock 'BB+'. Prologis, L.P. -- IDR 'BBB'; -- $2 billion global senior credit facility 'BBB'; -- $659 million multi-currency senior unsecured term loan 'BBB'; -- $6 billion senior unsecured notes 'BBB'; -- $460 million senior unsecured exchangeable notes 'BBB'. Prologis Tokyo Finance Investment Limited Partnership -- JPY45 billion senior unsecured revolving credit facility 'BBB'; -- JPY10 billion senior unsecured term loan 'BBB'. The Rating Outlook is Stable. Key Rating Drivers Prologis, Inc.'s 'BBB' IDR reflects leverage that remains elevated for the rating though expected to decline principally via improving property fundamentals. The rating is supported by the stable cash flow from the company's global industrial real estate portfolio that contributes towards appropriate fixed-charge coverage, strong asset quality, and excellent access to capital. Development continues to be a core tenet for the company and Prologis endeavors to match-fund acquisitions and development expenditures with proceeds from dispositions and fund contributions, a strategy that materially impacts corporate liquidity. Contingent liquidity is strong as measured by unencumbered asset coverage of unsecured debt. High Leverage for 'BBB'; Expected to Decline Current leverage is high for a 'BBB' rating (8.0x pro rata at 4Q'13), but Fitch's base case forecasts that pro rata leverage will approach 7x by year-end 2014 and 6.5x by year-end 2015, which would be strong for the 'BBB' rating. However, the decline in leverage may be choppy sequentially as the timing of dispositions and fund contributions may not match that of acquisitions and development starts. Fitch defines leverage as net debt to recurring operating EBITDA on a pro rata basis given PLD's willingness to buy back and/or recapitalize unconsolidated assets and its agnostic view towards property management for consolidated and unconsolidated assets. Fitch's methodology differs from that of PLD's, which also seeks to incorporate the development business by either including gains on dispositions and contributions or adjusting EBITDA to reflect future NOI contributions. In a stress case not anticipated by Fitch in which same store net operating income (SSNOI) declines by levels experienced in 2009- 2010, leverage would exceed 8x, which would be weak for a 'BBB' rating. Improving Cash Flow Supports Fixed Charge Coverage The vast majority of PLD's earnings are derived from property- level net operating income (NOI), which is complemented by the company's investment management income. During the fourth quarter of 2013 (4Q'13), cash SSNOI increased by 3.0% and net effective rents on leases signed in the quarter increased 5.9% from in-place rents, a leading indicator for 2014 SSNOI growth. Approximately 14.4% of pro rata base rents expire in 2014 followed by 19.3% in 2015, and the current strength of the industrial real estate market allows such expirations to be an opportunity for additional growth. Fitch expects PLD's SSNOI growth will be 3% in 2014 followed by similar growth in 2015 based largely on positive net absorption. Operating portfolio occupancy was 95.1% as of Dec. 31, 2013, up from 93.9% as of Sept. 30, 2013 and 94% as of Dec. 31, 2012. Pro forma for the EUR700 million 3.375% senior notes due 2024, repayment of borrowings under the unsecured global line of credit and a portion of borrowings under the multicurrency unsecured term loan, fourth-quarter 2013 pro rata fixed-charge coverage is appropriate for the 'BBB' rating at 1.7x compared with 1.8x in 3Q'13 and 1.9x in 2Q'13. Fitch defines pro rata fixed-charge coverage as pro rata recurring operating EBITDA less pro rata recurring capital expenditures less straight-line rent adjustments divided by pro rata interest incurred and preferred stock dividends. Fitch's base case anticipates that coverage will approach 2.5x over the next 12-to-24 months due to expected SSNOI growth, which is strong for the 'BBB' rating. Global Platform The company's large platform ($48.2 billion of assets under management at Dec. 31, 2013) limits the effects of any one region's fundamentals to the overall cash flows. PLD derived 84.0% of its 4Q'13 NOI from Prologis-defined global markets (59.8% in the Americas, 18.6% in Europe, and 5.6% in Asia). Private Capital Simplification The company has reduced the total number of co-investment vehicles that it manages via consolidation and the purchase of assets upon closed end fund expirations. The majority of funds are infinite life, which eliminates take-out risk at the fund's maturity. In addition, the fund platform provides an additional layer of fee income and recurring cash distributions to cover PLD's fixed charges. Recently formed ventures include Prologis China Logistics Venture 2 with HIP China Logistics Investments Limited and subsequent to quarter-end, Prologis U.S. Logistics Venture (USLV) with Norges Bank Investment Management. Strong Asset Quality PLD has a high-quality portfolio as evidenced by a focus on properties with proximity to ports or intermodal yards, cross- docking capabilities and structural items such as tall clearance heights. The portfolio has limited tenant concentration which is a credit strength, with only the top three tenants comprising more than 1% of annual base rent (ABR). PLD's top tenants at Dec. 31, 2013 were DHL (1.8% of ABR), CEVA Logistics (1.3% of ABR), and Kuehne & Nagel (1.2% of ABR). Excellent Capital Access The company's access to capital is strong as evidenced by the diversified capital structure which includes secured and unsecured debt from public and private sources, as well as preferred stock, common and private equity capital. Prologis completed a total of $17.5 billion of capital markets activity in 2013. Notably, in April 2013, Prologis completed a public offering of common stock, generating approximately $1.4 billion in net proceeds, which were used predominantly for new and current investments. The company's sponsored JREIT, Nippon Prologis REIT, Inc. (NPR) also completed a follow-on offering subsequent to its 2013 IPO. The company established an ATM program during 2013 through which it may issue up to $750 million of common stock, though it has yet to utilize this program. Proactive Liability Management In addition to recent U.S. dollar and Euro denominated bond offerings, tender offers, and debt repurchases, Prologis upsized its global credit facility in July 2013 to $2 billion from $1.65 billion and improved all-in pricing to LIBOR plus 130 bps, a reduction of 40 bps from the prior global credit facility. The company also recast its Japan revolver, upsizing this facility to JPY45 billion from JPY36.5 billion. Risks & Returns of Development Development is a core tenet of PLD's business model, and through multiple property cycles, Prologis has developed over a thousand properties at mid-to-high teen percentage margins. Development improves the quality of the portfolio, creates value via the entitlement, construction and lease-up of new properties and enables PLD to realize cash gains on the contribution of the stabilized developments to managed funds. Credit concerns related to development include the effects on corporate liquidity and inherent cyclicality. As evidenced by the past downturn, when leasing is insufficient to meet occupancy stabilization levels required for contribution, partially stabilized developments remain on PLD's balance sheet and are initially funded with short-term debt at the REIT, thus reducing corporate liquidity. Partially mitigating the aforementioned risks is the fact that the total development pipeline is significantly smaller at approximately $2 billion at Dec. 31, 2013 versus $6 billion (including legacy ProLogis and AMB Property Corporation) at Dec. 31, 2007. The pipeline's size is large on an absolute basis but manageable on a relative basis as PLD's share of cost to complete development represented 2.9% of pro rata gross assets as of Dec. 31, 2013. However, the pipeline entails moderate lease-up risk as build-to-suit projects represented approximately 41.8% of development starts for full-year 2013. The pipeline should remain active in the coming years due to industrial real estate supply-demand dynamics. Demand for industrial REIT space is skewed toward larger and newer facilities from tenants such as e-commerce companies, traditional retailers, and third-party logistics providers. Match-Funded Liquidity Strategy Fitch base case liquidity coverage is strong for the rating at 1.9x for the period Jan. 1, 2014 to Dec. 31, 2015. Fitch defines liquidity coverage as liquidity sources divided by uses. Liquidity sources include unrestricted cash, availability under revolving credit facilities pro forma for the 2024 notes offering, and projected retained cash flows from operating activities. Liquidity uses include pro rata debt maturities after extension options at PLD's option and projected recurring capital expenditures. Liquidity coverage would be 1.4x when including dispositions and contributions as liquidity sources and acquisitions and development starts as liquidity uses. Assuming a 90% refinance rate on upcoming secured debt maturities, liquidity coverage would be 1.6x. As of Dec. 31, 2013, near-to-medium term debt maturities are staggered; 5.8% of pro rata debt matures during 2014, followed by 9.7% in 2015. Prologis has strong contingent liquidity with unencumbered assets (4Q'13 estimated unencumbered NOI divided by a stressed 8% capitalization rate) to pro forma unsecured debt of 2.2x. When applying a stressed 50% haircut to the book value of land and 25% haircut to construction in progress, pro forma unencumbered asset coverage improves to 2.4x. In addition, the covenants in the company's debt agreements do not restrict financial flexibility. However, the company's AFFO payout ratio was 95.4% in 2013, indicating limited liquidity generated from operating cash flow. Preferred Stock Notching The two-notch differential between PLD's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'. Based on Fitch research titled 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis' these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. Stable Outlook The Stable Outlook reflects Fitch's expectation that leverage will remain between 7.0x and 8.0x over the next 12 months, offset by liquidity coverage of above 1.0x and fixed-charge coverage of around 2.0x over the next 12 months. RATING SENSITIVITIES The following factors may result in positive momentum in the rating and/or Outlook: -- Fitch's expectation of pro rata leverage sustaining below 6.5x (pro rata leverage was 8.0x at 4Q'13); -- Liquidity coverage including development sustaining above 1.25x (Fitch base case liquidity coverage is 1.9x, but 1.4x when including dispositions and contributions as liquidity sources and acquisitions and development starts as liquidity uses); -- Fitch's expectation of pro rata fixed-charge coverage sustaining above 2.0x (pro rata coverage was 1.8x in 4Q'13 pro forma). The following factors may result in negative momentum in the rating and/or Outlook: -- Fitch's expectation of leverage sustaining above 7.5x; -- Liquidity coverage including development sustaining below 1.0x; -- Fitch's expectation of fixed charge coverage ratio sustaining below 1.5x. QUANTUM CORP: Incurs $2.4 Million Net Loss in Fiscal Q3 ------------------------------------------------------- Quantum Corp. reported a net loss of $2.41 million on $145.93 million of total revenue for the three months ended Dec. 31, 2013, as compared with a net loss of $8.17 million on $159.36 million of total revenue for the same period a year ago. For the nine months ended Dec. 31, 2013, the Company incurred a net loss of $6.98 million on $425.32 million of total revenue as compared with a net loss of $37.12 million on $447.53 million of total revenue for the same period during the prior year. The Company's balance sheet at Dec. 31, 2013, showed $360.27 million in total assets, $439.90 million in total liabilities and a $79.62 million stockholders' deficit. "Our December quarter results reflect our focus on driving increased profitability and cash flow while capitalizing on revenue opportunities," said Jon Gacek, president and CEO of Quantum. "We reduced our GAAP operating expenses by 17 percent year-over-year - and 12 percent on a non-GAAP basis - improving our bottom-line results and helping us end the quarter with our highest cash balance in three years. At the same time we continued to increase our StorNext revenue, with particularly strong year-over-year growth driven by a near doubling of sales in North America, and significantly improved our DXi and tape automation revenue performance over the prior quarter. Moving forward, we will maintain a balanced approach between growth and profit, building on our expanding product portfolio and market reach and the actions we've taken to reduce our cost structure." Quantum generated $7.3 million in cash from operations in the quarter, ending the quarter with $82.8 million in total cash and cash equivalents. A copy of the press release is available for free at: http://is.gd/HcA0Kf About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. For the 12 months ended March 31, 2013, the Company incurred a net loss of $52.41 million on $587.57 million of total revenue, as compared with a net loss of $8.81 million on $652.37 million of total revenue for the same period a year ago. QUIZNOS: Sandwich Chain Reduces Menu ------------------------------------ Josh Kosman, writing for The New York Post, reported that the Quiznos sandwich chain was expected on Feb. 13, to hold a conference call with all its franchisees and reduce its menu sub choices from 18 in an attempt to re-ignite traffic and cut costs. According to the report, sources said Marc Lasry's Avenue Capital, which owns Quinzos, is fighting a two-front battle -- hoping to keep franchisees from leaving while trying to keep creditors from forcing Quiznos into bankruptcy. Quiznos several months ago broke its debt covenants, the report further related. Its lenders, owed $600 million, have given Lasry until Feb. 28 to work out a settlement, a source said. SAN BERNARDINO, CA: Carey Davis Elected as New Mayor ---------------------------------------------------- Tim Reid, writing for Reuters, reported that residents of San Bernardino, California, have elected Carey Davis as the crisis-hit city's new mayor. Davis, a businessman and political novice, ran in part on a campaign to reduce the city's pension obligations, the report related. In an interview in November, when he became one of two mayoral candidates, he said the city had to cut spending on police and fire departments, currently more than 70 percent of the budget. "You have to roll the pensions back," Davis said in November, the report cited. Davis will play a big role in how the city approaches negotiations with its creditors, the report said. He will be part of a small team of elected officials who represent the city as the debtor in the bankruptcy. Reuters noted that San Bernardino is entering into a fourth month of mediation with its creditors, the biggest of which is Calpers, California's retirement system. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SHOTWELL LANDFILL: March 25 Hearing on Consolidated Ch. 11 Plan --------------------------------------------------------------- The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina conditionally approved the Disclosure Statement explaining Shotwell Landfill, Inc., et al.'s consolidated Plan of Reorganization dated Feb. 3, 2014. The Court also approved these deadlines in relation to the Plan: March 19: last day for filing and serving written objections to the disclosure statement. If no objections or requests to modify the Disclosure Statement are filed on or before that date, the conditional approval of the disclosure statement will become final. Any objections to or requests to modify the disclosure statement will be considered at the confirmation hearing. March 25, at 10:00 a.m.: confirmation hearing March 19: objections to confirmation Feb. 13: deadline for the plan proponent to transmit the disclosure statement and the plan, the order, and official form 14 (ballot for accepting and rejecting the plan), to all creditors, equity security holders, Bankruptcy Administrator, and other parties-in-interest In a previous order, the Court extended until Feb. 3, the Debtors' time to file a consolidated Plan. Counsel for LSCG Fund 18 LLC consented to the Debtors' request for extension. The Debtors' consolidated plan proposes to pay all Allowed Claims in full. A copy of the Disclosure Statement and Plan are available for free at: http://bankrupt.com/misc/ShotwellLandfill_DS.pdf http://bankrupt.com/misc/ShotwellLandfill_DS203.pdf About Shotwell Landfill, Inc. Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson on April 19, 2013. The Debtor disclosed $23,027,736 in assets and $10,039,308 in liabilities as of the Chapter 11 filing. Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., represent the Debtor as counsel. William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as special counsel. The Bankruptcy Administrator was unable to appoint an official committee of unsecured creditors in the Debtor's case. The Debtor, in its amended schedules disclosed $23,043,736 in assets and $10,048,364 in liabilities as of the Chapter 11 filing. SIMPLY WHEELZ: Secures FTC Approval for Sale to Catalyst -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Advantage Rent A Car moved closer to completing a sale of its business to Catalyst Capital Group Inc. after the Federal Trade Commission approved the transaction at the end of January. According to the report, before completing the sale, airport leases must be transferred to Catalyst, which is also to decide whether it will shutter more than the 30 locations already set to be closed. 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. The Troubled Company Reporter reported on Jan. 7, 2014, that the Bankruptcy Court has approved the sale of substantially all of the Debtors' assets to The Catalyst Group, Inc., in exchange for the $46 million loan that is financing the Chapter 11 reorganization. SOUTHERN GENERAL: A.M. Best Lowers Issuer Credit Rating to 'bb' --------------------------------------------------------------- A.M. Best Co. has downgraded the issuer credit rating (ICR) to "bb" from "bb+" and affirmed the financial strength rating (FSR) of B (Fair) of Southern General Insurance Company (SGIC). Concurrently, A.M. Best has downgraded the ICR to "bb" from "bb+" and affirmed the FSR of B (Fair) of GreenStar Insurance Company (GreenStar), an affiliate of SGIC. The outlook for the FSRs has been revised to negative from stable, while the outlook for the ICRs is negative. Both entities are domiciled in Marietta, GA. The rating actions reflect SGIC's continued operating losses in 2012 and for the first nine months of 2013, which resulted in combined and operating ratios that compared unfavorably with results for the private passenger non-standard composite. Additionally, risk-adjusted capitalization declined as a result of continued poor operating performance. The ratings also considered a significant positive accounting adjustment to policyholders' surplus relating to premium receivables from the company's managing general agent, The Insurance House, Inc. Operating losses resulted from a trend of underwriting losses driven by increased claim severity leading to adverse prior year loss reserve development, settlement of a large extra-contractual claim from a prior accident year, increased competitive market conditions and elevated expense structure. In response to declining operating trends, SGIC has taken aggressive actions to reduce expenses, optimize territorial rates and launch a new point-of-sale technology. Partially offsetting these negative rating factors are SGIC's adequate risk-adjusted capitalization, long-standing agency relationships and local market presence. The rating actions on GreenStar reflect its changing profile, uncertainty in successfully marketing private passenger non- standard automobile coverage to metropolitan areas and the company's poor operating performance in recent years. The negative outlook on the ratings of SGIC and GreenStar acknowledges their negative operating trends and the uncertainty regarding successful implementation of initiatives to return both companies to operating profitability. SUNEDISON INC: S&P Withdraws 'B+' CFR at Company's Request ---------------------------------------------------------- Standard & Poor's Ratings Services said that it revised the outlook to stable from negative and affirmed its 'B+' corporate credit rating on SunEdison Inc. Subsequent to this, Standard & Poor's withdrew the rating at the company's request. "We had revised the outlook to stable from negative because the company is performing in-line with our expectations, and we expect credit metrics will improve in 2014," said Standard & Poor's credit analyst Jatinder Mall. The company had recently issued $1.2 billion in convertible notes and used part of the proceeds to fully retire its senior notes due in 2019, as well as a $200 million term loan. S&P did not rate the convertible notes and had withdrawn our issue-level rating on the 2019 senior notes. TNS INC: Moody's Alters Outlook to Neg., & Affirms 'B2' CFR ----------------------------------------------------------- Moody's Investors Service has affirmed the ratings of TNS, Inc. including its B2 corporate family rating following its proposal to issue additional secured debt and return cash to its equity sponsor. TNS plans to add $70 million to its existing $510 million first lien term loan and $115 million to its $85 million second lien term loan to fund the proposed $185 million dividend. However, Moody's has changed the outlook for TNS to negative from stable due to the higher leverage from the proposed debt issuance and the company's continued weak top line performance. The negative outlook incorporates Moody's view that continued revenue weakness may be too great to offset with additional expense reduction opportunities such that leverage could exceed the upper limit of the B2 rating. Affirmations: Issuer: TNS, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B1 (LGD3, 40% from LGD3, 43%) Senior Secured Bank Credit Facility, Affirmed Caa1 ( LGD5, 89% from LGD6, 92%) Outlook Actions: Issuer: TNS, Inc. Outlook, Changed To Negative From Stable Rating Rationale TNS' B2 CFR reflects its high leverage of approximately 5.5x (Moody's adjusted) following the debt issuance and the company's relatively small size compared to competitors in the telecommunications service industry. The proposed transaction will push TNS's leverage towards the upper limit of the B2 rating and significantly reduce the company's financial flexibility. The rating also incorporates Moody's expectation of continued revenue declines in the low single digit percentage range over the next several quarters. Moody's believes that revenues will remain weak, especially in TNS's telecom segment due to the long term downward pressure on wireline subscriber trends that is negatively impacting its directory and network access products as well as the need to offer price concessions for some services at contract renewal. The rating is supported by the company's strong track record of cost cutting which has allowed it to grow EBITDA margin despite weak revenues over the past two years. The rating also benefits from the company's strong free cash flow generation which should improve going forward as capex declines due to the completion of investments in new services. Moody's anticipates that TNS will have good liquidity over the next 12 months, supported by approximately $28 million of cash on the balance sheet and the company's strong free cash flow generation of over $40 million annually following the transaction. As part of this transaction, the company will amend the credit facility covenant levels such that Moody's anticipates the company will not have compliance issues over the next four quarters. Moody's could stabilize the rating if TNS can reverse its revenue decline while continuing cost cutting efforts such that leverage decreases towards 5x (Moody's adjusted) over the next 12-18 months. Further deterioration in revenue or EBITDA due to technological change, competition, or operational issues or additional debt financing that causes debt to EBITDA to approach 5.75x (Moody's adjusted) could lead to a downgrade. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. TNS, Inc. (TNS) is a provider of data communications and interoperability solutions services with operations in its Telecommunication Services, Payment Services, and Financial Services division. It provides products and services in North American, Europe and Asia. For the last twelve months ended September 30, 2013 total revenues for TNS were approximately $515 million. TNS INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B+' corporate credit rating on Reston, Va.-based TNS Inc. The outlook is stable. At the same time, S&P affirmed its 'BB-' issue-level rating and '2' recovery rating on the company's first-lien senior secured credit facilities, which consist of an upsized $580 million term loan due 2020 and a $50 million revolving credit facility due 2018. The '2' recovery rating on this debt indicates S&P's expectation for substantial (70% to 90%) recovery in the event of a payment default. S&P also affirmed its 'B' issue-level and '5' recovery ratings on the upsized $200 million second-lien term loan due 2020. The '5' recovery rating on this debt indicates S&P's expectation for modest (10% to 30%) recovery in the event of a payment default. The company will use proceeds from the add-ons, along with $6.5 million in cash, to fund a shareholder distribution. "The ratings on TNS Inc. reflect our view of the company's 'weak' business risk profile and 'aggressive' financial risk profile," said Standard & Poor's credit analyst Michael Weinstein. Key elements of our financial risk assessment include the company achieving significant cost savings since the leveraged buyout transaction closed in early 2013. In total, the company has achieved nearly $65 million in annualized cost savings, including capital spending reductions, network grooming initiatives, and other organizational changes. The achieved savings are well above the company's initial goal of $30 million to $45 million of run- rate cash savings, and more than offset the revenue declines that S&P is expecting through at least 2014. At the same time, S&P recognizes that these initiatives could disrupt business operations if the program is not managed properly. Under the proposed dividend recapitalization, S&P believes leverage will be in the mid-4x area at the end of 2014, reflecting its expectation that the company will use the majority of its internally generated free operating cash flow (FOCF) to pay down debt. S&P's adjusted leverage calculation incorporates its revised operating lease adjustment, which adds about $30 million more to adjusted EBITDA in the form of imputed depreciation expense when compared to S&P's previous criteria. Key elements of the business risk assessment include significant customer concentration, strong industry competition, and customer consolidation, particularly among its competitive local exchange carrier (CLEC) customers. Partially offsetting these risks are TNS's solid position in niche markets, international market share expansion, and growth prospects including its wireless caller ID product and Internet protocol (IP)-based network services. The stable outlook reflects S&P's expectation that TNS will use the majority of FOCF to repay debt over the next year, resulting in leverage in the mid-4x area by the end of 2014. At the same time, the outlook takes into account ongoing declines in its wireline network connectivity and directory business units, and a continued weak economic climate that will constrain transaction volumes in the payments segment. S&P could lower the ratings if the company made an additional debt-funded acquisition or recapitalization that would lower funds from operations to debt to below 12% and sustain leverage above the 5x area, even when including the expectation that the company will use the majority of FOCF to pay down debt. Alternatively, S&P could lower the rating if the company suffers from ongoing revenue declines due to lower than expected adoption of its wireless caller ID product, and greater than expected declines in its legacy telecommunication services products, including further consolidation among CLEC and cable customers. Given the company's private equity ownership and the likelihood for an additional recapitalization over the next few years, S&P considers an upgrade unlikely under the current ownership structure. TRINITY COAL: Consummates Chapter 11 Plan ----------------------------------------- The effective date of Trinity Coal Corporation, et al.'s Fourth Amended Joint Plan of Reorganization occurred on Jan. 31, 2014, according to a notice filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky. The Plan was confirmed on Nov. 8, 2013. As of the occurrence of the Effective Date, David Stetson has resigned his position as chief restructuring officer of the Debtors, and Michael Dean has resigned his position as chief financial officer of the Debtors. About Trinity Coal Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Privately held multinational conglomerate Essar Global Limited acquired Trinity Coal in 2010 for $600 million. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. The Debtors consented to the entry of an order for relief in each of their respective Chapter 11 cases. Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L. Bregman, Esq., and Dienna Ching, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York, N.Y.; and John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum Doll LLP, in Lexington, Ky., represent the Debtors as counsel. Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as counsel. Sturgill, Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the Official Committee of Unsecured Creditors as local counsel. Dixon Hughes Goodman LLP serves as tax accountants. Trinity Coal on Nov. 8, 2013 won an order confirming its Chapter 11 plan. Under the Plan, the company will exit Chapter 11 through a repurchase by Essar Group, the co-proponent of the Plan. Essar is reacquiring Trinity by paying secured lenders $56 million toward claims of some $123 million. Essar is an Indian business group controlled by billionaire brothers Shashikant and Ravikant Ruia. TRINITY COAL: Amended Reorganization Plan Declared Effective ------------------------------------------------------------ Trinity Coal Corporation, et al., notified the Bankruptcy Court on Feb. 1, 2014, that the Effective Date of the Debtors' Fourth Amended Joint Plan of Reorganization occurred on Jan. 31. The Court on Nov. 8, 2013, entered an order confirming the Fourth Amended Joint Plan. As reported in the Troubled Company Reporter on Nov. 14, 2013, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the Debtors' Plan confirmation cleared the way for the company to exit Chapter 11 protection through a repurchase by Essar Group. According to the report, the official creditors' committee supported the plan, and every creditor class voted in favor. Essar in substance is reacquiring Trinity by paying secured lenders $56 million toward claims of some $123 million. Absent Essar's repurchase, Trinity would have been sold in August. Essar is an Indian business group controlled by billionaire brothers Shashikant and Ravikant Ruia. They acquired Trinity Coal in 2010 for $600 million. Essar will provide $22 million to pay off the revolving credit financing bankruptcy. It will also provide $16.4 million to cover the cost of the bankruptcy and funds to pay secured lenders. In return, Essar has all of the new equity and, in the process, will waive its $133.4 million claim, thus not diluting creditors' recoveries. About Trinity Coal Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Privately held multinational conglomerate Essar Global Limited acquired Trinity Coal in 2010 for $600 million. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. The Debtors consented to the entry of an order for relief in each of their respective Chapter 11 cases. Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L. Bregman, Esq., and Dienna Ching, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York, N.Y.; and John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum Doll LLP, in Lexington, Ky., represent the Debtors as counsel. Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as counsel. Sturgill, Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the Official Committee of Unsecured Creditors as local counsel. Dixon Hughes Goodman LLP serves as tax accountants. Trinity Coal on Nov. 8, 2013 won an order confirming its Chapter 11 plan. Under the Plan, the company will exit Chapter 11 through a repurchase by Essar Group, the co-proponent of the Plan. Essar is reacquiring Trinity by paying secured lenders $56 million toward claims of some $123 million. Essar is an Indian business group controlled by billionaire brothers Shashikant and Ravikant Ruia. TRINITY COAL: CRO and CFO Cease Employment as of Effective Date --------------------------------------------------------------- Trinity Coal Corporation, et al., notified the U.S. Bankruptcy Court for the Eastern District of Kentucky on Jan. 31, 2014, of the resignation of David Stetson as chief restructuring officer, and Michael D. Dean as chief financial officer and all other officer positions of the Debtors. The Debtors relate that from and after the Effective Date, Messrs. Stetson and Dean will cease to be employed by the Debtors. On March 6, 2013, as amended, the Debtors hired Mr. Stetson as their CRO pursuant to an employment agreement dated as of Feb. 25, 2013. As of the commencement of the Chapter 11 cases, Mr. Dean was employed by Trinity Coal Partners LLC pursuant to an employment agreement, dated Dec. 11, 2006, and he was subsequently appointed by the CRO to be the CFO of the Debtors. On Nov. 8, 2013, the Court confirmed the Fourth Amended Debtors' Joint Chapter 11 Plan of Reorganization dated Nov. 6, 2013. The Effective Date occurred on Jan. 31, 2014. In a separate order, the Court approved discretionary bonuses to Messrs. Stetson and Dean, pursuant to the incentive compensation orders previously issued by the Court and Sections 105 and 363(b) of the Bankruptcy Code. About Trinity Coal Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Privately held multinational conglomerate Essar Global Limited acquired Trinity Coal in 2010 for $600 million. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. The Debtors consented to the entry of an order for relief in each of their respective Chapter 11 cases. Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L. Bregman, Esq., and Dienna Ching, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York, N.Y.; and John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum Doll LLP, in Lexington, Ky., represent the Debtors as counsel. Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as counsel. Sturgill, Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the Official Committee of Unsecured Creditors as local counsel. Dixon Hughes Goodman LLP serves as tax accountants. Trinity Coal on Nov. 8, 2013 won an order confirming its Chapter 11 plan. Under the Plan, the company will exit Chapter 11 through a repurchase by Essar Group, the co-proponent of the Plan. Essar is reacquiring Trinity by paying secured lenders $56 million toward claims of some $123 million. Essar is an Indian business group controlled by billionaire brothers Shashikant and Ravikant Ruia. TRONOX INC: Trust Opposes Anadarko Kerr-McGee Damages Cuts ---------------------------------------------------------- Tiffany Kary, writing for Bloomberg News, reported that Anadarko Petroleum Corp. and its Kerr-McGee unit should pay $20.8 billion for environmental cleanup and related cancers in towns including Avoca, Pennsylvania, and not be allowed to cut the amount to $850 million, Tronox Inc. creditor trusts and the U.S. said. According to the report, Anadarko said in January it should owe $850 million to $4 billion after losing a ruling in a lawsuit brought by Tronox and the U.S. government. The number is below the range of $5.2 billion to $14.2 billion, plus attorney's fees, suggested by U.S. Bankruptcy Judge Allan Gropper in his December decision. In court papers filed on Feb. 13, two trusts that represent Tronox environmental and personal-injury claimants objected to Anadarko's proposal, as did the U.S. government, the report related. The U.S. sought $25 billion to clean 2,772 polluted sites and compensate about 8,100 people affected by the contamination. "This would be a windfall to the defendants at the expense of the tort claimants -- who have suffered enough in defendants' hands," according to the trust for people injured by Kerr-McGee's toxins, the report cited. The trust said it is already scheduled to pay 7,611 claims for cancer, cardiovascular disease and respiratory ailments, most linked to creosote used in Avoca, which had a population of 2,664 in 2012. "The town has lost so many family members to cancers related to Kerr-McGee," John Babkowski, a 59-year-old Avoca resident, said in an e-mail, the report further cited. Both of his parents were among the victims, Babkowski said. About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represented the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants served as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders were appointed in the cases. The Creditors Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until Sept. 30, 2008, Tronox was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of Dec. 31, 2008, Tronox had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors' First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated Nov. 5, 2010. Under the Plan, Tronox reorganized around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. USEC INC: Extends Cooperative Agreement with DOE Until April 15 --------------------------------------------------------------- USEC Inc. and its subsidiary American Centrifuge Demonstration, LLC, entered into Amendment No. 014 to the cooperative agreement dated June 12, 2012, between the U.S. Department of Energy and USEC and ACD or the research, development and demonstration program for the American Centrifuge project. The Amendment extends the cooperative agreement to April 15, 2014, and adds an additional Budget Period ("Budget Period 3") with a period of Jan. 29, 2014, to April 15, 2014, to the cooperative agreement. The Amendment provides that the estimated Budget Period 3 Cost is approximately $28.8 million, with the estimated Budget Period 3 Government Share approximately $23.05 million and the estimated Budget Period 3 USEC Share approximately $5.76 million. The Amendment provides additional government obligated funds of approximately $5.9 million, bringing total government obligated funding to approximately $263 million. The balance of the Government Share of the estimated Budget Period 3 Cost (which balance is approximately $17.1 million) is anticipated to be provided in the near future. The cooperative agreement provides funding for a cost-share RD&D program to demonstrate the American Centrifuge technology through the construction and operation of a commercial demonstration cascade of 120 centrifuge machines and to sustain the domestic U.S. centrifuge technical and industrial base for national security purposes and potential commercialization of the American Centrifuge technology. The cooperative agreement provides for 80 percent DOE and 20 percent USEC cost sharing for work performed during the period June 1, 2012, through April 15, 2014. DOE's contribution has been and continues to be incrementally funded. The Amendment brings the Total Estimated Cost of the Agreement to $350 million, which was the original estimated total cost of the program, with the Total Estimated Government Share $280 million and the Total Estimated USEC Share $70 million. The Amendment includes an additional milestone requiring the Company and DOE to agree upon parameters and success criteria to test a range of cascade operational parameters and configurations expected to be utilized during enrichment operations. It also amends the scope of work to include work related to the additional cascade testing and to support DOE analysis of the technology. The other terms and conditions, including the other milestones and performance indicators under the RD&D program were not changed by the Amendment. To date, the Company has achieved or exceeded all of the milestones and performance indicators on or ahead of schedule and on or under budget. The government fiscal year 2014 omnibus appropriations bill passed by Congress and signed by the President on Jan. 17, 2014, appropriated $62 million for the RD&D program for the government fiscal year 2014. That amount includes $29.3 million that had been previously provided under the cooperative agreement pursuant to the continuing resolutions that funded government operations in government fiscal year 2014 prior to the enactment of the omnibus appropriations bill. The omnibus appropriations bill also provides DOE with authority to transfer up to an additional $56.65 million of funding within DOE's National Nuclear Security Administration appropriations to fund the RD&D program subject to further approval of the House and Senate Appropriations Committees. To obtain such approvals, the Secretary of Energy must notify Congress and submit to the Appropriations Committees a cost-benefit analysis of available and prospective domestic enrichment technologies for national security needs and the scope, schedule and cost of the Secretary's preferred option. There is no assurance that the RD&D program will be extended beyond April 15, 2014, or that additional funding will be made available. DOE's remaining cost share is conditioned upon USEC continuing to meet all milestones and deliverables on schedule, USEC continuing to demonstrate to DOE's satisfaction its ability to meet future milestones, and the availability of such government funding. The Company, or its subsidiaries, is also a party to a number of other agreements or arrangements with the U.S. government. About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. USEC disclosed a net loss of $1.20 billion in 2012 as compared with a net loss of $491.1 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.70 billion in total assets, $2.16 billion in total liabilities and a $462.1 million stockholders' deficit. PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has reported net losses and a stockholders' deficit at Dec. 31, 2012, and is engaged with its advisors and certain stakeholders on alternatives for a possible restructuring of its balance sheet, which raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "A delisting of our common stock by the NYSE and the failure of our common stock to be listed on another national exchange could have significant adverse consequences. A delisting would likely have a negative effect on the price of our common stock and would impair stockholders' ability to sell or purchase our common stock. As of September 30, 2013, we had $530 million of convertible notes outstanding. Under the terms of our convertible notes, a "fundamental change" is triggered if our shares of common stock are not listed for trading on any of the NYSE, the American Stock Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ Global Select Market, and the holders of the notes can require USEC to repurchase the notes at par for cash. We have no assurance that we would be eligible for listing on an alternate exchange in light of our market capitalization, stockholders' deficit and net losses. Our receipt of a NYSE continued listing standards notification described above did not trigger a fundamental change. In the event a fundamental change under the convertible notes is triggered, we do not have adequate cash to repurchase the notes. A failure by us to offer to repurchase the notes or to repurchase the notes after the occurrence of a fundamental change is an event of default under the indenture governing the notes. Accordingly, the exercise of remedies by holders of our convertible notes or the trustee of the notes as a result of a delisting would have a material adverse effect on our liquidity and financial condition and could require us to file for bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2013. * * * As reported by the TCR on Dec. 18, 2013, Moody's Investors Service lowered USEC's Corporate Family Rating (CFR) to Ca from Caa1. The downgrade follows announcement that USEC has initiated a debt restructuring plan and intends to file for reorganization under Chapter 11 of the Bankruptcy Code. USG CORP: Boral Joint Venture Delayed Due to Regulatory Process --------------------------------------------------------------- USG Corporation and Boral Limited continue to progress toward completion of their 50/50 strategic joint venture. While completion was originally anticipated to occur by Jan. 31, 2014, it is now expected to occur on or before Feb. 28, 2014, due to additional time being necessary to obtain regulatory approvals. About USG Corporation Based in Chicago, Ill., USG Corporation -- http://www.usg.com/-- through its subsidiaries, manufactures and distributes building materials producing a wide range of products for use in new residential, new nonresidential and repair and remodel construction, as well as products used in certain industrial processes. The company filed for Chapter 11 protection on June 25, 2001 (Bankr. Del. Case No. 01-02094). When the Debtors filed for protection from their creditors, they disclosed $3.252 billion in assets and $2.739 billion in liabilities. The Debtors emerged from bankruptcy protection on June 20, 2006. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $125 million on $3.22 billion of net sales, as compared with a net loss of $390 million on $2.91 billion of net sales during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $3.71 billion in total assets, $3.64 billion in total liabilities and $72 million total stockholders' equity including noncontrolling interest. * * * As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on USG Corp. to 'B' from 'B+'. "The downgrade reflects our expectation that USG's operating results and cash flow are likely to be strained over the next year due to the ongoing depressed level of housing starts and still- weak commercial construction activity," said Standard & Poor's credit analyst Thomas Nadramia. "It is now more likely, in our view, that any meaningful recovery in housing starts may be deferred until late 2012 or into 2013. As a result, the risk that USG's liquidity in the next 12 to 24 months will continue to erode (and be less than we incorporated into our prior ratings) has increased. The ratings previously incorporated a greater improvement in housing starts, which would have enabled USG to reduce its negative operating cash flow in 2012 and achieve breakeven cash flow or better by 2013." As reported by the TCR on Oct. 30, 2013, Moody's Investors Service upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1. The upgrade reflects better than anticipated overall 3Q13 operating performance. In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has upgraded the ratings of USG Corporation, including the company's Issuer Default Rating (IDR) to 'B' from 'B-'. The upgrade reflects USG's improving profitability and credit metrics this year and the expectation that this trend continues through at least 2014. VIGGLE INC: Buys Dijit, Expands Marketing & Promotions Platform --------------------------------------------------------------- Viggle Inc. acquired Dijit Media, maker of award-winning technology that helps consumers search for, find, and set reminders for their favorite TV shows and movies wherever they are offered. Dijit builds and distributes the NextGuide discovery service, a hyper-personalized programming guide for iOS and on the Web that helps users answer the question, "What should I watch next?" NextGuide combines listings from any live TV service with movies and TV shows that can be found and played on services like Hulu Plus, Netflix, and iTunes, with rich searching capability, alerts, and one-click watching. NextGuide includes the cutting-edge Reminder Button, a revolutionary technology that allows TV and movie fans to find, track, and set reminders via emails, text messages or app push notifications for the shows they plan to watch. This powerful piece of functionality also helps networks and other entertainment properties engage audiences, driving and tracking live TV tune-in. The Dijit Reminder Button can easily be added anywhere, to any website, banner ad campaign, mobile app, or social property either via an HTML link or "embed" code, and functions similar to a Facebook "Like" button. It is already integrated with more than 80 shows from four leading TV networks, with another 15 networks and numerous entertainment properties in testing. Dijit's tools will also be available on the Viggle-owned Wetpaint website, which offers audiences their daily fix of entertainment and celebrity news with 150+ articles, videos and galleries per day. Once the service is fully integrated with Viggle, NextGuide users will be rewarded with Viggle Points, redeemable for real rewards, just for setting reminders for their favorite shows. Similarly, Viggle users will have more options to earn Viggle Points by leveraging Dijit technology and services. "Viggle's rapid ascension as the leading marketing and rewards platform for entertainment just got a lot more robust," said Greg Consiglio, president and COO of Viggle Inc. "The addition of Dijit's exclusive features that can help audiences search for and then be reminded of what is on and when, and even control their DVR from anywhere, means fans never have to miss their favorite shows or movies." Jeremy Toeman, CEO of Dijit Media commented, "We've had incredible growth and success since our launch and we're excited to join with another company that shares our goals - to create a holistic marketing platform for brands and networks, while giving our users content and tools they need to take control of their daily entertainment choices." The Viggle companies, including Wetpaint, Dijit, and Viggle, had more than 17 million monthly users in December. Viggle and Dijit will share more details on the integration in the coming weeks. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle incurred a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013, as compared with a net loss of $96.51 million on $1.73 million of revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $16.06 million in total assets, $36.26 million in total liabilities, $36.83 million in series A convertible redeemable preferred stock, and a $57.04 million total stockholders' deficit. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2013, has deficiencies in working capital and equity that raise substantial doubt about its ability to continue as a going concern. VILLAGE AT KNAPP'S: International Bank Wants Case Dismissal ----------------------------------------------------------- Principal secured creditor International Bank of Chicago filed with the U.S. Bankruptcy Court for the Western District of Michigan a motion to dismiss The Village at Knapp's Crossing, LLC's Chapter 11 case or convert it to one under Chapter 7, citing the lack of progress Debtor has made to reorganize. In October 2010, IBOC loaned money to Debtor. Its loan, approximately $4 million in principal, is secured by certain property in the Village at Knapp's Crossing development, including the P.F. Chang's restaurant property, and an assignment of rents on that property. The IBOC loan was guaranteed by S. D. Benner LLC, the sole member of the Debtor, which pledged certain property owned by Benner I - 1410 28th St., and the rents generated therefrom, in support of its guarantee. At the time the IBOC loan was made, Comerica Bank had a first mortgage on the 1410 Property and its rents, but subordinated its first lien on the property and rents to the newly-granted lien to IBOC. The subordination is to last until the P.F. Chang's restaurant meets certain financial performance standards, which have not yet been met. The IBOC loan has also been guaranteed by Steven Benner personally. On Nov. 27, 2013, the Debtor filed a plan of reorganization and a disclosure statement. Four parties filed separate objections to the Disclosure Statement. These included the United States Trustee, Comerica Bank, First Community Bank, and IBOC. These objections pointed out serious flaws and inadequacies to both the Disclosure Statement and the underlying Plan. Parties complained that the Plan and Disclosure Statement counted revenues from the 1410 Property, even though it was not part of the bankruptcy estate; that the projections did not work in any event; and that the Plan appeared to presuppose significant post-confirmation development of the Debtor's property, without providing any source for financing this development. "Perhaps even more importantly, the Disclosure Statement failed to address Benner I's impending default in its bankruptcy case, and the likely results of that default," IBOC said in its Feb. 12, 2014 court filing. The Debtor announced its intent to file an amended Plan and Disclosure Statement which would address the noted deficiencies by Feb. 19, 2014. The Court, by agreement, continued the hearing on approval of the Disclosure Statement to March 5, 2014, at 2:00 p.m. The Court also set for March 5, 2014, at 2:00 p.m. the hearing on the Debtor's motion to use cash collateral. After Comerica filed its motion for conversion of the Chapter 11 case to Chapter 7, William Tishkoff -- counsel for the Debtor -- told IBOC's counsel, Robert Nachman, that he believed it would be either impossible or a waste of time for Debtor to file an amended plan or disclosure statement until the future of Benner I could be determined. "On information and belief, Debtor does not intend to file an amended plan or disclosure statement by Feb. 17, but intends to ask the Court to postpone a hearing on the Disclosure Statement until after Comerica's Conversion Motion is ruled upon," IBOC stated. IBOC is represented by: BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP William J. Barrett, Esq. Robert D. Nachman, Esq. 200 West Madison Street, Suite 3900 Chicago, IL 60606 Tel: (312) 629-5175 E-mail: william.barrett@bfkn.com robert.nachman@bfkn.com - and - DYKEMA GOSSETT PLLC Melissa C. Brown, Esq. 300 Ottawa Avenue, N.W., Suite 700 Grand Rapids, MI 49503-2306 Tel: (616) 776-7566 E-mail: mbrown@dykema.com About The Village at Knapp's Crossing The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan, filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on July 25, 2013. Judge Scott W. Dales presides over the case. The Debtor has scheduled $65,109,523 in total assets and $7,419,217 in total liabilities. The petition was signed by Steven D. Benner, managing member on behalf of S.D. Benner, sole member. Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff, Esq., serve as the Debtor's counsel. John S. Huizinga CPA serves as accountants. In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9, dropped his bid to convert the Debtor's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. In December 2013, the Debtor filed a plan of reorganization that proposes to repay claims from funds generated by continued operations and the possible sale of certain properties of the Debtor. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Village_At_Knapps_DS.pdf The U.S. Trustee and creditor First Community Bank filed objections to the Plan. The Court will convene a hearing Jan. 15, 2014, at 2:00 p.m., to consider the adequacy of information in the Disclosure Statement explaining the Debtor's Plan. FCB is represented by Thomas G. King, Esq., at Kreis, Enderle, Hudgins & Borsos, P.C. VERTIS INC: Seeks Final Extension of Exclusive Periods ------------------------------------------------------ Vertis Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend until April 14, 2014, their exclusive period to file a plan and until June 12, 2014, their exclusive period to solicit acceptances of that plan. The Debtors seek the extensions to ensure that the final disposition of the Chapter 11 cases take into account the best interests of the Debtors, their creditors, and their estates. Bill Rochelle, the bankruptcy columnist for Bloomberg News, pointed out that this will be the Debtors' final request for exclusivity extension as the April 14 date is the longest period Congress permits before any creditor can file a plan. A hearing on the extension request will be on March 14, 2014, at 11:00 a.m. Objections are due Feb. 18. The Debtors are represented by Mark D. Collins, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; and Christopher J. Updike, Esq., at Cadwalader, Wickersham & Taft LLP, in New York. About Vertis Holdings Vertis Holdings Inc. -- http://www.thefuturevertis.com/-- provides advertising services in a variety of print media, including newspaper inserts such as magazines and supplements. Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821), returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to sell the business to Quad/Graphics, Inc., for $258.5 million, subject to higher and better offers in an auction. As of Aug. 31, 2012, the Debtors' unaudited consolidated financial statements reflected assets of approximately $837.8 million and liabilities of approximately $814.0 million. Bankruptcy Judge Christopher Sontchi presides over the 2012 case. Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal, and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised by Blackstone Advisory Partners, Arnold & Porter LLP and Foley & Lardner LLP, special counsel for antitrust advice. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Quad/Graphics is a global provider of print and related multichannel solutions for consumer magazines, special interest publications, catalogs, retail inserts/circulars, direct mail, books, directories, and commercial and specialty products, including in-store signage. Headquartered in Sussex, Wis. (just west of Milwaukee), the Company has approximately 22,000 full-time equivalent employees working from more than 50 print-production facilities as well as other support locations throughout North America, Latin America and Europe. Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08- 11460) on July 15, 2008, to complete a merger with American Color Graphics. ACG also commenced separate bankruptcy proceedings. In August 2008, Vertis emerged from bankruptcy, completing the merger. Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 10-16170) on Nov. 17, 2010. The Debtor estimated its assets and debts of more than $1 billion. Affiliates also filed separate Chapter 11 petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10- 16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). The bankruptcy court approved the prepackaged Chapter 11 plan on Dec. 16, 2010, and Vertis consummated the plan on Dec. 21. The plan reduced Vertis' debt by more than $700 million or 60%. GE Capital Corporation, which serves as DIP Agent and Prepetition Agent, is represented in the 2012 case by lawyers at Winston & Strawn LLP. Morgan Stanley Senior Funding Inc., the agent under the prepetition term loan, and as term loan collateral agent, is represented by lawyers at White & Case LLP, and Milbank Tweed Hadley & McCloy LLP. On Jan. 16, 2013, Quad/Graphics completed the acquisition of Vertis Holdings for a net purchase price of $170 million. This assumes the purchase price of $267 million less the payment of $97 million for current assets that are in excess of normalized working capital requirements. VYCOR MEDICAL: Issues Additional $1.7 Million Units --------------------------------------------------- Vycor Medical, Inc., completed on Jan. 31, 2013, the sale of an additional $1,784,200 in units comprising shares of common stock and Series A and Series B Warrants to accredited investors in a private placement. The Units were issued pursuant to separate Securities Purchase Agreements between the Company and each of the Investors. This sale is a second closing of a continuing offering which allows for maximum proceeds of $5,000,000. Together with the sale of $1,276,900 in Units sold in the Initial Closing on Jan. 4, 2014, a total of $3,061,100 in Units has been sold in the Offering to date. Each Unit was priced at $1.80 and comprised of one share of Common Stock, a series A warrant and a series B warrant. Each Investor received (i) 3-year detachable Series A Warrants to purchase a number of shares of Common Stock equal to 50 percent of the number of Shares purchased by that investor and (ii) 3-year detachable Series B Warrants to purchase a number of shares of Common Stock equal to 50 percent of the number of Shares purchased by that investor. The Series A Warrants will have an exercise price per share of $2.05. The Series B Warrants will have an exercise price per share of $3.08. The Warrants are subject to adjustment for stock splits, stock dividends or recapitalizations. The Company engaged a placement agent in connection with this Offering. The Placement Agent received (i) a cash placement fee equal to 8 percent of the gross proceeds of the Second Closing, (ii) an advisory fee equal to 1 percent of the gross proceeds of the Second Closing, (iii) a non-accountable administrative fee equal to 1 percent of the gross proceeds of the Second Closing and (iv) warrants to purchase a number of shares of Common Stock equal to 15 percent of Shares sold in the Second Closing by the Placement Agent. The Placement Agent Warrants will be exercisable until the 3-year anniversary of the date of the closing of this Second Closing and have an exercise price equal to the exercise price of the Series A Warrants. The Company simultaneously entered into a Registration Rights Agreement with the Investors with respect to the Shares and shares of Common Stock underlying the Warrants. About Vycor Medical Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. Vycor Medical disclosed a net loss of $2.92 million in 2012, as compared with a net loss of $4.77 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $2.26 million in total assets, $5.08 million in total liabilities and a $2.82 million total stockholders' deficiency. Paritz & Company, P.A., in Hackensack, New Jersey, 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 a loss since inception, has a net accumulated deficit and may be unable to raise further equity which factors raise substantial doubt about its ability to continue as a going concern. WAFERGEN BIO-SYSTEMS: Merlin BioMed Stake at 9.98% at Dec. 31 ------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Merlin BioMed Private Equity Advisors, LLC, and its affiliates disclosed that as of Dec. 31, 2013, they beneficially owned 909,708 shares of common stock of Wafergen Biosystems, Inc., representing 9.98 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/381tH5 About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. The Company reported a net loss of $8.2 million on $586,000 of revenue in 2012, net loss of $13.1 million on $523,000 of revenue in 2011. As reported in the TCR on April 11, 2013, SingerLewak LLP, in San Jose, California, expressed substantial doubt about WaferGen Bio- systems' ability to continue as a going concern, citing the Company's operating losses and negative cash flows since inception. The Company's balance sheet at Sept. 30, 2013, showed $15.75 million in total assets, $5.80 million in total liabilities, $4.02 million in series A and B convertible preference shares of subsidiary, and $5.93 million in total stockholders' equity. WEST CORP: Inks 4th Amendment to Wells Fargo Credit Agreement ------------------------------------------------------------- West Corporation has received lender consent to amend the credit agreement governing its senior secured credit facilities by entering into Amendment No. 4 to the Amended and Restated Credit Agreement, dated as of Oct. 5, 2010, by and among West, Wells Fargo, National Association, as administrative agent, and the various lenders. The amendment to the credit agreement is expected to reduce the applicable margins of all term loans by 25 basis points and lower the LIBOR and base rate floors of all term loans by 25 basis points. Upon closing, the Company expects to have outstanding the following term loan tranches: * Approximately $2.1 billion of term loans due 2018 at a rate of LIBOR + 2.50% with a 0.75% LIBOR floor (base rate loans to be at a rate of base rate + 1.50% with a 1.75% base rate floor) * Approximately $0.3 billion term loans due 2016 at a rate of LIBOR + 2.00% with a 0.75% LIBOR floor (base rate loans to be at a rate of base rate + 1.00% with a 1.75% base rate floor) Completion of the amendment is subject to customary closing conditions. A full-text copy of the Amendment No. 4 to Amended and Restated Credit Agreement is available for free at http://is.gd/Ql96oE About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. The Company's balance sheet at Sept. 30, 2013, showed $3.48 billion in total assets, $4.26 billion in total liabilities and a $782.60 million total stockholders' deficit. Bankruptcy Warning "If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its quarterly report for the period ended Sept. 30, 2013. WEST HAVEN LUMBER: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: The West Haven Lumber Company 741 Washington Avenue West Haven, CT 06511 Case No.: 14-30246 Chapter 11 Petition Date: February 12, 2014 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Hon. Julie A. Manning Debtor's Counsel: James G. Verrillo, Esq. ZELDES, NEEDLE & COOPER, P.C. 1000 Lafayette Boulevard Bridgeport, CT 06604 Tel: 203-333-9441 Fax: 203-333-1489 Email: jverrillo@znclaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lawrence M. Shanbrom, vice president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. WESTMORELAND COAL: Prices Add-On Offering of $425MM Senior Notes ---------------------------------------------------------------- Westmoreland Coal Company has priced a private offering of $425 million principal amount of Add-On 10.75 percent Senior Secured Notes due 2018 at a price of 106.875 percent plus accrued interest from Feb. 1, 2014. The company increased the size of the offering from the previously announced $400 million. On Jan. 29, 2014, Westmoreland Escrow Corporation, a wholly-owned subsidiary of Westmoreland Coal Company, entered into a purchase agreement with BMO Capital Markets Corp. and Deutsche Bank Securities Inc., with respect to the issuance and sale by the Escrow Company of $425 million in aggregate principal amount of senior secured notes. The proceeds from the notes offering will be used primarily to pay the purchase price and related expenses for Westmoreland's previously announced acquisition of the coal mining operations of Sherritt International Corporation, to prepay the outstanding senior secured notes issued by its subsidiary, Westmoreland Mining, LLC and for working capital. The offering is expected to close on Feb. 7, 2014, subject to customary closing conditions. A copy of the Purchase Agreement is available for free at: http://is.gd/xv60tA About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss of $13.66 million in 2012, a net loss of $36.87 million in 2011, and a net loss of $3.17 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $939.83 million in total assets, $1.22 billion in total liabilities and a $280.31 million total deficit. * * * As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Englewood, Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'. "The upgrade reflects our view that WLB is less vulnerable to default after successfully negotiating less restrictive covenant requirements for an unrated $110 million term loan due 2018," said credit analyst Gayle Bowerman. "Our assessment of WLB's business risk profile as 'vulnerable' and financial risk profile as 'highly leveraged' are unchanged. We also revised our liquidity score to 'adequate' based on the covenant relief and additional liquidity provided under the company's new $20 million asset-based loan (ABL) facility from 'less than adequate'." Westmoreland Coal carries a Caa1 corporate family rating from Moody's Investors Service. YELLOWSTONE MOUNTAIN: Blixseth Assessed $13.8MM for Contempt ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Timothy Blixseth, the former owner of the bankrupt Yellowstone Mountain Club LLC, was held in contempt and told to pay at least $13.8 million to creditors after violating a court order barring him from selling a resort in Mexico. The report related that the club filed for Chapter 11 protection in 2008 and won confirmation of a liquidating plan in June 2009, selling the property to CrossHarbor Capital Partners LLC for $115 million. The creditors learned that in the year before it filed Chapter 11, the club transferred to Blixseth a resort property in Mexico known as Tamarindo. In June 2009, the bankruptcy judge entered an injunction barring Blixseth from transferring the property, so it would be available should creditors to win a fraudulent-transfer suit. According to the report, the creditors' trust created under the plan sued Blixseth in September 2009 to recover the Mexico property and other assets they claimed had been fraudulently transferred. The case was moved to U.S. District Judge Sam E. Haddon in Butte, Montana. Late last year, the creditors' trustee obtained what he said was proof that Blixseth had sold the Mexico property for $13.8 million, in violation of the injunction. Judge Haddon held Blixseth in contempt on Feb. 3, for committing a "deliberate, calculated" violation of the bankruptcy court injunction, the report related. "Extreme sanction is both warranted and mandated," Judge Haddon said, the report cited. He said Blixseth gave no justification or excuse for his violation of the injunction. The case is Glasser v. Blixseth (In re Yellowstone Mountain Club LLC), 13-cv-68, U.S. District Court, District of Montana (Butte). About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. YP HOLDINGS: Moody's Affirms 'B2' CFR Over Term Loan Add-on ----------------------------------------------------------- Moody's Investors Service said the B2 corporate family rating of YP Holdings LLC is affirmed following the company's proposed offering to upsize its recently launched term loan to $250 million from $200 million. The additional proceeds will be used to pay a distribution to shareholders and to pay related fees and expenses. Ratings Rationale YP's B2 CFR is supported by its position as the largest print and digital yellow pages business in the U.S. with predictable near- to-medium term profitability due to the contractual nature of the yellow page business model. In addition, a fairly large and growing digital advertising business, solid-but-declining EBITDA margins, modest leverage, a conservative financial policy, and our expectation for fairly rapid deleveraging support the rating. Because the business has very low capital intensity with capital expenditures typically being below 3% of revenues, significant free cash flow is generated by its geographically diverse portfolio of assets. These strengths are offset by the fairly rapid secular decline in the print directory segment, which accounts for about 60% of revenues, generally low barriers to entry for digital advertising (however, YP enjoys some advantages due to the size of its sales force, volume of traffic and number of advertisers) and expanding competitive challenges. The stable outlook is based on Moody's view that the company will continue to execute crisply from an operational perspective and that the vast majority of free cash flow will be applied to debt reduction. The ratings are unlikely to be upgraded due to the secular decline of the print business and low barriers to entry in the digital segment. The ratings could be lowered if the print business erodes faster than expected (about 20% per year) or the digital business fails to grow leading to a more rapid decline in free cash flow and less debt reduction than currently contemplated. Also, any event that delays a swift decline in leverage (Debt to EBITDA approaching 1.5x for the year ended December 31, 2015) could result in a rating downgrade. YP HOLDINGS: S&P Keeps 'B' Rating on $1BB Loan After Debt Upsize ---------------------------------------------------------------- Standard & Poor's Ratings Services said that the ratings and outlook on YP Holdings LLC are unchanged following the company's $50 million increase to its $200 million incremental term loan announced Feb. 3, 2014. The company has stated that it will use the net proceeds from the now $250 million incremental term loan to fund a special dividend to its shareholders. Although recovery prospects for the term loan lenders diminish because of the facility upsize, the recovery rating on that debt instrument remains '4', indicating S&P's expectation for average (30%-50%) recovery of principal in the event of a payment default. RATINGS LIST YP Holdings LLC Corporate Credit Rating B/Stable/-- Ratings Unchanged YP Holdings LLC Senior Secured $1.025B* term loan B Recovery Rating 4 * Following $50M amount increase. YRC WORLDWIDE: Teamsters Extends CBA Until March 2019 ----------------------------------------------------- YRC Worldwide Inc.'s employees represented by the International Brotherhood of Teamsters overwhelmingly ratified an extension of its collective bargaining agreement to March 2019. "My deepest thanks to our employees for their continued commitment to moving YRC Worldwide forward and putting us on the road to once again becoming a North American LTL industry leader. With this MOU extension, we took another significant step toward providing our employees the job security they deserve while providing our prospective lenders and equity investors the path they need for the company to achieve a complete recapitalization and achieve a healthy capital structure," stated James Welch, chief executive officer of YRC Worldwide. "The five-year extension includes important customer service enhancements, cost savings and a profit sharing plan for eligible IBT employees that is dependent on operating performance and our ability to become more competitive in the market place," added Welch. "We now move ahead with some of the most experienced transportation professionals in the industry and a more competitive wage and benefits package that will enable us to attract new members to our growing team. YRC Freight, Holland, Reddaway and New Penn emerge from this process with a renewed focus on achieving best-in-class performance in order to deliver great operating results for customers, employees and shareholders," concluded Welch. About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. YRC WORLDWIDE: Avenue Partners Amends Schedule 13D with SEC ----------------------------------------------------------- Avenue Investments, L.P., Avenue Partners, LLC, Avenue International Master, L.P., et al., filed an amended Schedule 13D with the U.S. Securities and Exchange Commission to add the following statement: "On January 27, 2014, the Avenue Purchasers and the Issuer entered into that certain amendment to the Stock Purchase Agreement (the "Stock Purchase Agreement Amendment"), pursuant to which the Avenue Purchasers and the Issuer agreed that the obligations of the Avenue Purchasers to consummate the Transaction is subject to, among other things, the satisfaction of the conditions precedent to the effectiveness of the new proposed extension agreement between Issuer and the Teamsters National Freight Industry Negotiating Committee of the International Brotherhood of Teamsters ("TNFINC"), as approved for presentation by TNFINC on January 17, 2014, rather than the satisfaction of the conditions precedent to the proposed extension agreement between the Issuer and TNFINC, as presented to TNFINC on December 6, 2013." Avenue Capital Management II GenPar, LLC, et al., disclosed that as of Jan. 27, 2014, they beneficially owned 1,738,391 shares of common stock of YRC Worldwide Inc. representing 13.73 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/Wt3s5Z About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. YRC WORLDWIDE: Amends Agreements with Carlyle --------------------------------------------- Carlyle Strategic Partners II, L.P., and CSP II Coinvestment, L.P., entered into an Exchange Agreement Amendment with YRC Worldwide, Inc.,, and CSP III AIV (Cayman), L.P., an affiliate of the Reporting Persons, entered into the Stock Purchase Agreement Amendment with the YRC Worldwide. Pursuant to each of the Amendments, CSP II, CSP II Coinvest and CSP III agreed that each of their respective obligations to consummate the transactions contemplated by the Exchange Agreement and the Stock Purchase Agreement would be subject to, among other things, the satisfaction of the conditions precedent to the effectiveness of the new proposed extension agreement between Company and the Teamsters National Freight Industry Negotiating Committee of the International Brotherhood of Teamsters, as approved for presentation by TNFINC on Jan. 17, 2014, rather than the satisfaction of the conditions precedent to the proposed extension agreement between the Company and TNFINC, as presented to TNFINC on Dec. 6, 2013. A copy of the regulatory filing is available for free at: http://is.gd/NRSXNd About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. YRC WORLDWIDE: Amici Capital Stake at 8.1% as of Jan. 24 -------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Amici Capital, LLC, and its affiliates disclosed that as of Jan. 24, 2014, they beneficially owned 889,978 shares of common stock of YRC Worldwide Inc. representing 8.1 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/4Aqr3l About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. YSC INC: Owners Retain Equity Under Reorganization Plan ------------------------------------------------------- YSC Inc. has filed a disclosure statement in support of its reorganization plan dated Jan. 30, 2014, with the Bankruptcy Court for the Western District of Washington. The Debtor's Comfort Inn is subject to a purchase and sale agreement for $7,500,000 and may receive additional offers from other potential buyers. The Debtor has filed a separate motion to approve the sale of its personal property wherein the court may approve the highest and best purchase and sale agreement. In the interim, the Debtor will continue to operate the Comfort Inn and make payments from the revenue until the sale closes. The Debtor will also continue to operate the Ramada Inn throughout the period of the plan, and will fund the plan from the revenue until the Ramada Inn is sold or refinanced. The classification and treatment of claims under the plan are: A. Class 1 (Administrative Claims) which is unimpaired and will be paid on the effective date of the plan or through its pro-rata share with Class Twelve of the initial plan payments of $2,000 per month until the allowed claims are paid in full. B. Class Two (Wilshire Bank) holds the third deed of trust on the Comfort Inn property and is owed $2,866,067 as of the petition date. Contractual monthly payments to Classes 2 will continue until the Comfort Inn sale closes, at which point the Class 2's allowed claims for liens on the Comfort Inn will be paid in full from the sale proceeds. C. Class 3 (U.S. Small Business Administration) holds the second deed of trust on the Comfort Inn property and owed is owed $1,530,000. Contractual monthly payments to Classes 3 shall continue until the Comfort Inn sale closes, at which point the Class 3's allowed claims for its liens on the Comfort Inn will be paid in full from the sale proceeds. D. Class 4 (Whidbey Island Bank) holds the third deed of trust on the Comfort Inn property is owed $13,261,564.20. The Debtor estimates that Class Four will receive approximately $2,690,990 and will pay the remaining balance owing to Class Four of $10,570,574.20 on a 30 year amortization at 6.25% interest, which results in monthly payments of $65,085, over 5 years from the operating revenue of the Ramada Inn. E. Class 5 (King County) will be paid from the sale proceeds. F. Class 6 (Thurston County) is owed pre-petition personal property taxes of $2,537.07 and will be paid as due. G. Class 7 (Great American Financial Services Corporation) is owed $8,405.20 per the proof of claim filed and will continue to receive monthly payments pursuant to contract as they come due. H. Class Eight (Persona) is owed approximately $18,424 and will continue to receive monthly payments pursuant to contract as they come due. I. Class 9 (Marlin Business Bank) is owed $6,493.42 as of the petition date and will continue to receive monthly payments pursuant to contract as they come due. J. Class 10 (Wyndham/Ramada Worldwide Inc.) is owed approximately $92,633.90 in arrears. The Debtor will pay the ongoing franchise license fee to Class 10 as it becomes due each month pursuant to contract, and will pay an additional $10,000 by September 1st of each year on the past-due amount until Class 10 is brought current. K. Class 11 (Choice Hotels International, Inc.) filed a proof of claim based on potential liquidated damages if the contract is rejected, not an actual balance owing. The Debtor is current on the franchise fee and the creditor continue to receive its monthly franchise fees as due L. Class 12 (US Foods, Inc.) is owed $102.71 as a general, non- priority claim. The creditor will be paid in full through its pro-rata share of the monthly plan payments of $2,000, to be shared with Class One's allowed claims M. Class 13 (General unsecured creditors) are owed $506,560.52 and will receive full payment without interest. N. Class 14 consists of the equity interests of Sang Il Yim and Chan Sook Yim and will retain their interest in the Debtor. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/YSC72ds.pdf A copy of the reorganization plan is available for free at: http://bankrupt.com/misc/YSC73plan.pdf About YSC Inc. YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a Ramada Inn in Olympia, Washington, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013, in Seattle. The owner listed the hotels as worth $17.9 million. Total debt is $18.5 million, including $18 million in secured debt. Among mortgage holders, Whidbey Island Bank is owed $13.3 million. YSC INC: May Use Cash Collateral Through March 2014 --------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington issued a sixth interim order authorizing YSC, Inc.'s use of cash collateral in which Wilshire State Bank and Whidbey Island Bank assert an interest. A further hearing on the Debtor's use of cash collateral will be held March 7, 2014, at 9:30 a.m. As specified on the budget, the monthly paychecks for the Debtors' two principals, Sang and Chan Yim, and their two sons, Daniel and Seung Yim, will be limited to an aggregate of $8,100 per month from the Comfort Inn and to an aggregate of $8,600 per month from the Ramada Inn. The principals and their two sons may divide and allocate the allowed compensation among themselves as they see fit long as these four individuals' total receipts for the month do not exceed the amounts. As adequate protection from any diminution in value of the lenders' collateral, the Debtor will grant the lenders replacement liens on all postpetition assets. Pursuant to the order, the Debtor will also continue to make its monthly contractual payment of $19,402 to Wilshire Bank pursuant to the terms of its loan documents. The Debtor will pay the pre-maturity contractual payment of $96,308 to Whidbey Island Bank by Jan. 1, 2014. The Debtor will also continue to make the contractual payment of approximately $15,400 on the SBA's second-position deed of trust pursuant to the terms of the loan, which is current. About YSC Inc. YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a Ramada Inn in Olympia, Washington, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013, in Seattle. The owner listed the hotels as worth $17.9 million. Total debt is $18.5 million, including $18 million in secured debt. Among mortgage holders, Whidbey Island Bank is owed $13.3 million. * George Canellos to Join Milbank as Global Head of Litigation -------------------------------------------------------------- Milbank, Tweed, Hadley & McCloy on Feb. 12 announced that George S. Canellos, who stepped down in January as co-director of the Enforcement Division of the U.S. Securities and Exchange Commission, will join the firm in mid-March as Global Head of the firm's Litigation Department. For Mr. Canellos, it is a homecoming. Between 2003 and 2009, he had been a Milbank litigation partner. He left Milbank in 2009 to serve as director of the SEC's New York Regional office. In 2012, Mr. Canellos assumed the role of deputy director of enforcement at the SEC, and afterward served as acting director and co-director of the Enforcement Division. In those positions, he was responsible for overseeing all SEC enforcement activities and supervising approximately 1,300 SEC personnel located in 12 regional offices engaged in investigating, prosecuting and trying civil enforcement cases. That included many headline-making actions stemming from the credit crisis, insider trading scandals, and a vast range of other market, securities industry and public company activities. Mr. Canellos led the SEC's New York Regional Office -- the largest of the Commission's field offices -- from 2009 to 2012. That put him in charge of a staff of some 400 attorneys, accountants, investigators and compliance examiners engaged in enforcement activities and examination of SEC-registered financial institutions in the New York region. The New York office oversees more than 4,000 financial firms, including many of the nation's leading investment banks, broker-dealers with custody of approximately 80% of securities assets in the United States, and investment advisors managing a total of more than $10 trillion of assets. As director of the New York office, Mr. Canellos implemented new approaches in examinations of investment advisors and created a working group focused on investigating bad players in the penny stock industry. Mr. Canellos continued his leadership role after assuming top positions in the Enforcement Division, serving under SEC chairs Mary Schapiro, Elisse Walter, and Mary Jo White. He directed many of the marquee enforcement cases brought in the aftermath of the credit crisis, including cases against sellers of complex mortgage securities. "George filled an incredibly important leadership role as head of the New York office and later in the top posts of the Enforcement Division," Ms. White said in announcing Mr. Canellos's decision to leave the SEC on January 3. "He helped to improve coordination between the enforcement and exam programs, streamline procedures to expedite investigations, and better integrate our investigative and trial functions. Every day, he brought to work an intense enthusiasm for our mission, extraordinary intellect and experience, and a total commitment to fairness and the public interest." In returning to Milbank, Mr. Canellos will join a litigation group that has grown significantly during his years at the SEC. The firm boasts a deep bench of experienced litigators and trial lawyers and has recognized eminence in such areas as securities class actions, bankruptcy litigation, white collar defense, intellectual property, regulatory enforcement, complex financial disputes and other matters. Milbank clients include a long list of leading global financial institutions and corporations. Mr. Canellos will also once again be working closely with Milbank's recently elected Chairman, Scott Edelman. Mr. Edelman and Mr. Canellos began their careers together as associates at Wachtell, Lipton, Rosen & Katz. Both left that firm for AUSA positions in the criminal division of the U.S. Attorney's Office for the Southern District of New York, and subsequently, they were partners at Milbank. "We are absolutely delighted that George has chosen to rejoin us as a partner and Global Head of our Litigation Department," Mr. Edelman said. "From the time we started out as junior associates and during our years together at the U.S. Attorney's Office and at Milbank, George has stood out as a brilliant lawyer, skilled advocate and wise counselor. During his tenure at the SEC, he was well known for bringing exactly the right mix of prosecutorial toughness and fairness to his cases. "Our litigation and regulatory enforcement platforms have expanded considerably since George's departure for public service in 2009, giving us exceptional depth of talent and expertise across multiple disciplines in New York, Washington, Los Angeles and London," Mr. Edelman added. "Add to our existing strengths the outstanding leadership skills and experience that George brings and we envision even greater levels of success in handling the biggest, most challenging litigation matters for our clients." Mr. Canellos commented: "After an extremely rewarding time spent in service to the SEC and law enforcement community, I could not be happier to be returning to my professional family at Milbank. I have enormous confidence in my new colleagues and in the strategic direction of the firm, and am extremely excited about the future of our litigation group." George Canellos Background Mr. Canellos began his career as a litigation associate at Wachtell, Lipton, where he worked for four years. In 1994, he became an Assistant U.S. Attorney in the Southern District of New York. During his nine years as an AUSA, he served in a number of positions and participated in the prosecution of many high-profile cases. Mr. Canellos was Chief of the Major Crimes Unit, where he supervised a team of prosecutors responsible for investigating and prosecuting large-scale financial crimes. While also serving as Senior Trial Counsel of the Securities and Commodities Fraud Task Force, he prosecuted many individuals and corporations for accounting fraud, investment advisory fraud, insider trading and other securities violations. Mr. Canellos also served as Deputy Chief Appellate Attorney, one of five supervisors in charge of overseeing the briefing and argument of all criminal appeals before the U.S. Court of Appeals for the Second Circuit. In 1999, Mr. Canellos was named Prosecutor of the Year by the Federal Law Enforcement Foundation, for overall distinction as a federal prosecutor. Mr. Canellos joined Milbank in 2003. He advised the nation's leading broker-dealers, investment advisory firms, and mutual fund companies on compliance with securities laws and the rules of self-regulatory organizations. He also led the defense of clients in many investigations of the financial industry. Mr. Canellos was recognized in Chambers USA's listing of America's Leading Lawyers for Business, The Best Lawyers in America, and in International Who's Who Legal listing of top business crime lawyers. Mr. Canellos received his bachelor's degree magna cum laude in economics from Harvard College in 1986. He received his J.D. degree in 1989 from Columbia Law School, where he was a Harlan Fisk Stone scholar. About Milbank Milbank, Tweed, Hadley & McCloy -- http://www.milbank.com-- is an international law firm that has been providing innovative legal solutions to clients throughout the world for more than 145 years. Milbank is headquartered in New York and has offices in Beijing, Frankfurt, Hong Kong, London, Los Angeles, Munich, Sao Paulo, Singapore, Tokyo and Washington, DC. The Firm's lawyers provide a full range of legal services to the world's leading commercial, financial and industrial enterprises, as well as to institutions, individuals and governments. * Lifestyle Media Announces Leaders in Law Awards in South Florida ------------------------------------------------------------------ Luxury magazine publisher Lifestyle Media Group on Feb. 13 announced the winners of the Leaders In Law Awards, a unique awards program designed to showcase South Florida legal professionals whose dedication to their occupation and to their communities deserves recognition. The winners are: ATTORNEYS: Charles M. Tatelbaum, Hinshaw & Culbertson LLP - Bankruptcy Law Evan J. Goldman, Children's Services Council of Broward County - Corporate General Counsel Ronald N. Rosenwasser, Friedman Rosenwasser Goldbaum, P.A. - Corporate Law Steven Geller, Greenspoon Marder, P.A. - Environmental Law David S. Bazerman, Legal Aid Service of Broward County - Family Law Dave Aronberg, Office of State Attorney Dave Aronberg - Governmental Law (tie) Ronald L. Book, Ronald L Book P.A. - Governmental Law (tie) Gabriel L. Imperato, Broad and Cassel - Healthcare Law Frank Steven Goldstein, Goldstein Law Group - Insurance Law Marlon A. Hill, Delancyhill, P.A. - Intellectual Property Rights Jaime D. Guttman, Greenberg Traurig, P.A. - International Law Nicole V. Hessen, Wender, Hedler & Hessen, P.A. - Labor and Employment Law William R. Scherer, Conrad & Scherer LLP - Litigation Michael S. Freedland, Freedland Harwin, P.L. - Medical Malpractice Howard M. Talenfeld, Colodny Fass Talenfeld Karlinsky Abate & Webb, P.A. - Personal Injury Law Adele I. Stone, Fowler White Boggs - Real Estate Law Valerie B. Barnhart, Kelley Kronenberg - Rising Star Daniel Newman, Broad and Cassel - Securities Law David Bercuson, David Bercuson, P.A. - Sports & Entertainment Law Arlene H. Lakin, Arlene Lakin, Esq. - Wills, Trusts & Estate FIRMS: Goldstein Law Group - Law firm with less than 25 attorneys Kopelowitz Ostrow P.A. - Law Firm with 25-50 attorneys Berger Singerman LLP - Law Firm with more than 50 attorneys A judging committee of legal professionals selected the final honorees. Candidates were judged on outstanding litigation, advocacy and counseling, as well as contributions to the advancement of the legal profession. About Lifestyle Media Group Lifestyle Media Group -- http://www.lmgfl.com-- publishes South Florida's most recognized city magazines, serving the area's affluent residential communities via delivery to the homes of the area's leading professionals, CEOs and business executives. Monthly publications include Las Olas, Weston, Parkland, Coral Springs, Estate (SW Broward) and Estero(Naples/Fort Myers) Lifestyle magazines as well as Pinecrest Magazine, Parkland/Coral Springs Life, Boca/Delray Life and Coconut Creek Life. * Sheppard Mullin Elects Eight Attorneys to Partnership ------------------------------------------------------- Sheppard, Mullin, Richter & Hampton LLP on Feb. 12 disclosed that the firm has elevated eight of its attorneys to partner. The eight new partners are Leo Caseria (Los Angeles), Aytan Dahukey (Century City), John C. Dineen (San Diego), Tobin M. Dommer (Palo Alto), Christopher E. Hale (Los Angeles), Gina Reif Ilardi (New York), Mark E. McGrath (New York) and Matthew M. Sonne (Orange County). Leo Caseria is a member of the Antitrust and Trade Regulation practice group and is based in the Los Angeles office. Mr. Caseria's practice focuses on antitrust law and complex commercial litigation, in both state and federal courts. He has represented global companies in connection with a wide variety of antitrust matters, including matters involving alleged exclusionary conduct, price-fixing, and international cartels, as well as matters involving the intersection of antitrust and intellectual property. Mr. Caseria has frequently defended companies in class actions and multidistrict litigation. He is also knowledgeable regarding the enforceability of class action waivers, and has authored articles and counseled on the inclusion of class action waivers in arbitration agreements. Mr. Caseria has also represented companies in connection with antitrust investigations by the United States Department of Justice. He has represented clients including Samsung, Philip Morris and Live Nation in connection with major antitrust matters. Mr. Caseria received his J.D. from Columbia University in 2005 and his undergraduate degree from University of California, Los Angeles in 2002. Aytan Dahukey is a member of the Corporate practice group and is based in the Century City office. Mr. Dahukey's healthcare practice focuses on public and private mergers and acquisitions and general corporate counsel representing a wide variety of healthcare-related clients in California and nationally. His clients include independent physician associations, large physician groups, hospitals and hospital-affiliated foundations and other integrated multi-specialty medical clinics, provider management services organizations, accountable care organizations (ACOs) and other healthcare entities as well as those private equity funds and strategic investors that participate in the healthcare sector. Mr. Dahukey has extensive experience advising clients and negotiating mergers, asset and stock acquisitions, divestitures, leveraged buy-outs, professional services and management services arrangements, employment and independent contractor arrangements. He received his J.D. from Brooklyn Law School in 2004 and his undergraduate degree, cum laude, from University of Arizona in 2001. John Dineen is a member of the Business Trial practice group in the San Diego office. Mr. Dineen practices general business and commercial litigation. He has a wide array of experience in complex civil litigation. Mr. Dineen has successfully represented clients in claims involving breach of contract, unfair business practices, fraud, negligence, Truth-In-Lending and Real Estate Settlement Procedures Acts and other causes of action. He also has significant experience in defending consumer class action claims, including claims brought under the Song-Beverly Credit Card Act, the Telephone Consumer Protection Act, the Consumer Legal Remedies Act, California's Rosenthal Act and other statutory claims. Mr. Dineen has extensive experience in all aspects of class action litigation, including coordination proceedings in California courts. He received his J.D. from University of California, Berkeley in 2002 and his undergraduate degree, magna cum laude, Phi Beta Kappa, from Georgetown University in 1997. Tobin Dommer is a member of the Corporate practice group and is based in the Palo Alto office. Mr. Dommer has significant experience representing corporate investors, venture capital funds, private equity investors, entrepreneurs and software, internet, digital media and hardware companies through all stages of growth. He counsels clients on a wide range of corporate and commercial transactions, with an emphasis on venture capital and strategic investment transactions, mergers and acquisitions, corporate governance matters, and licensing of intellectual property. Mr. Dommer received his J.D. from Santa Clara University School of Law in 2000 and his undergraduate degree from University of California, Berkeley in 1995. Chris Hale is a member of the Government Contracts, International Trade and Investigations practice group in the Los Angeles office. Hale specializes in commercial litigation and government contracts, with an emphasis on general business disputes, intellectual property, and investigations. In the general business context, he has represented businesses and individuals in litigation and arbitrations related to contractual disputes, business torts, and trade secrets claims. Mr. Hale has significant experience in drafting and opposing pleadings and motions, propounding and responding to discovery, fact gathering and analysis, and witness consultation. In the government contracts area, he has counseled clients in the general commercial, defense, and health care industries on a wide variety of government contracting issues, including bid protests, the Federal Acquisition Regulations (FAR), the Contract Disputes Act (CDA), the False Claims Act (FCA), and other state and federal laws and regulations. Mr. Hale received his J.D. from Stanford University in 2004 and his undergraduate degree from Cornell University in 2001. Gina Reif Ilardi is a member of the Entertainment, Technology and Advertising practice group in the New York office. Ms. Ilardi's practice includes the representation of studios, writers and independent production companies in various aspects of motion picture and television development, production, finance, distribution, advertising and promotions. She advises several of the major film studios, broadcast and cable television networks, retailers, consumer brands and their agencies in many aspects of sports marketing, entertainment marketing and interactive marketing as well as in innovative branded entertainment, privacy and e-commerce initiatives. Ms. Ilardi also advises clients on feature film distribution agreements, joint development agreements, television series development agreements, first-look agreements, rights acquisition agreements and options, book publishing, merchandising and other licensing agreements. Her expertise also includes reviewing chain of title, acting as production counsel and performing diligence on television, motion picture and other intellectual property libraries in connection with mergers and acquisitions in the entertainment industry. Ms. Ilardi received her J.D. from Fordham University School of Law in 2005 and her undergraduate degree, cum laude, from New York University in 2002. Mark McGrath is a member of the Business Trial and Intellectual Property practice groups in the New York office. Mr. McGrath focuses his practice on commercial and intellectual property litigation. In the commercial litigation arena, he has particular experience in the areas of securities litigation, corporate trust litigation, consumer claims relating to alleged unfair business practices, internal investigations, director and officer liability, bankruptcy litigation, and distribution and regulatory actions. Mr. McGrath's experience in intellectual property matters has focused on litigating patent, trademark, false advertising, and unfair competition cases. He received his J.D. from Fordham University School of Law in 1999 and his undergraduate degree from University of Notre Dame in 1994. Matt Sonne is a member of the Labor and Employment practice group and is based in the Orange County office. Mr. Sonne specializes in labor and employment law representing employers and speaks fluent Spanish. He litigates in multiple areas of employment law and defends against individual and class action lawsuits alleging violations of wage and hour laws, discrimination, wrongful termination, harassment, and other related matters. Specifically, Mr. Sonne has defeated multiple motions for class certification in wage-hour matters on behalf of restaurant, retail, and manufacturing industry clients, including the published decision of Morgan v. Wet Seal, 210 Cal.App.4th 1341 (2012) (denial of class certification affirmed in uniform/expense reimbursement case). He is also experienced in issues involving arbitration agreements and class action waivers. Mr. Sonne received his J.D. from the University of Virginia in 2005 and his undergraduate degree, magna cum laude, Phi Beta Kappa, from Claremont McKenna College in 2000. Prior to law school, he worked in the White House as a writer for the President. 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. * BOOK REVIEW: Land Use Policy in the United States --------------------------------------------------- Author: Howard W. Ottoson Publisher: Beard Books Paperback: US$34.95 Review by Gail Owens Hoelscher Order your personal copy today and one for a colleague at http://is.gd/tiz2N3 In 1962, marking the 100th anniversary of the signing of the Homestead Act by President Lincoln, 20 nationally recognized economists, historians, a political scientist, and a geographer presented papers at the Homestead Centennial Symposium at the University of Nebraska. Their task was to appraise the course that United States land policy had taken since independence. The resulting papers are presented in this book, grouped into five major areas: historical background; social factors influencing U.S. land policy; past, present and future demands for lands in the U.S.; control of land resources; and implications for future land policy. This book begins with a summary of the Homestead Act, its antecedents, the arguments of its supporters and detractors, and its intent versus implementation. The Act offered a quarter section (160 acres) of public land in the West to citizens and intended citizens for a $14 filing fee and an agreement to live on the land for five years. The program ended in 1935. Advocates claimed that frontier lad had no value to the government until it was developed and began generating tax revenue. Opponents feared the Act would lower land valued in the East and pushed for government sale of the land. In practice, states, territories, railroads and investors were able to set aside more land than was eventually handed over to the homesteaders. One paper deals with land policy before 1862. From the start, the U.S. required that "all grants of land by the federal government should embody a description of the land not merely in quality, but in place as defined by relation to an actual survey." This policy avoided countless boundary disputes so vexing to other countries. Perhaps most interesting are the social history chapters: Czechoslovakians pushing wheelbarrows across Nebraska, "Daughters and Sons of the Revolution.(living) next to.Mennonites," and "an illiterate.neighborly with a Greek and a Hebrew scholar from a colony of Russian Jews." Mail-order brides, "defectors from civilization," the importance of the Mason jar, the Jeffersonian dream of a nation of agrarian freeholders, and Santayana's observation that the typical American skitters between visionary idealism and crass materialism, all make for fascinating reading. The land-use policy problems discussed certainly haven't been solved today. And, although land use conflicts in the U.S. haven't always been resolved equitably, "the big step forward taken by the United States during the last one hundred and fifty years in the age-long struggle of man towards the ideals of mutuality and equity has been the working out of a system wherein the sovereign superior who prescribes the working-rules for land use and decision making have become, himself, a collective of the citizenry." A chapter is devoted to the arguments between the family farm ad the "sentiment against concentration of wealth in the hands of a few." The discussion of the Land Grant college system and its contribution to international development closes with a quote from Chester Bowles: "Can we, now the richest people on earth, become creative participants in the unprecedented revolutionary changes of our era, changes that the most privileged people will oppose tooth and nail, but which for the bulk of mankind offer the hopeful prospect of a little more food, a little more opportunity, a doctor for their sick child, and sense of personal dignity?" ********* 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 ***