/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140310.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 10, 2014, Vol. 18, No. 68 Headlines ABLE FOOD SERVICE: Involuntary Chapter 11 Case Summary ADVANCED MICRO DEVICES: Issues $600 Million of Senior Notes ADVANCED MICRO DEVICES: Amends Tender Offer Statement ALION SCIENCE: S&P Lowers CCR to 'CC' on Weak Liquidity ASPEN DENTAL: No Refinancing Has No Impact on Moody's B2 Ratings ATHLON HOLDINGS: S&P Revises Outlook to Positive & Affirms 'B' CCR AURICO GOLD: Moody's Assigns 'B2' Corporate Family Rating AVIS BUDGET: S&P Puts 'B+' CCR on CreditWatch Positive BIRKELAND FAMILY: Clark County Asset to Be Sold March 20 BOART LONGYEAR: S&P Lowers CCR to 'CCC+'; Outlook Negative CAESARS ENTERTAINMENT: Sells $2.2BB Assets to Caesars Growth CAMARILLO PLAZA: Taps Gordon Strange to Handle Collection Actions CASH STORE: Selects Rothschild as Independent Financial Advisor CASH STORE: Stonerise Capital Holds 4.4% Equity Stake CATAMARAN CORP: S&P Assigns 'BB+' Rating to $500MM Sr. Notes CATAMARAN CORP: Moody's Rates $500MM Senior Unsecured Notes 'Ba3' CEETOP INC: Guihua Du Stake at 5.6% as of Feb. 20 CEETOP INC: Weikang Zhu Stake at 6.1% as of Feb. 20 CEETOP INC: Haoxiang Liu Stake at 7.2% as of Feb. 20 CEETOP INC: Tingfa Lou Stake at 7.3% as of Feb. 20 CEREPLAST INC: Provides Financial Info to Creditors, Court CEREPLAST INC: OTC BB Trading Symbol Changed to "CERPQ" CHEYENNE HOTEL: HLT, Colorado East Object to Plan Disclosures CIDRA METALLIC: Case Summary & 20 Largest Unsecured Creditors CLASSIFIED VENTURES: Consortium Seeks to Sell Cars.com for $3B COLOR STAR: April 14 Hearing on Employment of Brad Walker as CRO COLOR STAR: Cash Collateral Hearing on March 17 COMARCO INC: Appoints Chief Accounting Officer CST BRANDS: Store Sales No Impact on Moody's 'Ba2' CFR DETROIT, MI: Reaches $120-Mil. Loan Deal with Barclays DETROIT, MI: Plan-related Hearing Pushed a Month Later ECO BUILDING: Incurs $2.4 Million Net Loss in Dec. 31 Quarter EDISON MISSION: March 11 Hearing on Bid to Estimate EIX Claims ELBIT IMAGING: Recognizes NIS 1.6BB Gain From Debt Restructuring ELBIT IMAGING: Avram Z. Friedman Owns 14% of Ordinary Shares EMERITO ESTRADA: Creditor Seeks Case Dismissal EMPIRE DIE: To Change Case Caption to "E.D.C. Liquidating" ENDEAVOUR INTERNATIONAL: Talisman Nominates 2 Directors to Board ENVISION SOLAR: Inks Consulting Agreement with Cronus EURAMAX INTERNATIONAL: Appoints Hugh Sawyer as Interim President EVENT RENTALS: March 14 Hearing to Approve Incentive Plans EVENT RENTALS: March 14 Hearing on Employment of Fox Rothschild EVENT RENTALS: Hiring Jefferies LLC as Investment Banker EXIDE TECHNOLOGIES: Bernstein Shur Okayed as Fee Examiner's Atty EXIDE TECHNOLOGIES: Committee Defends Bid to Hire Consultant EZ MAILING SERVICE: Voluntary Chapter 11 Case Summary FERRIS PROPERTIES: Case Summary & 20 Largest Unsecured Creditors FISHER ISLAND: Court OKs Termination of Examiner Appointment FISKER AUTOMOTIVE: March 21 Final Hearing on Wanxiang DIP Loan FOCUS LEARNING: Fitch Puts BB+ Rating on $9.3MM Bonds on Watch Neg FUNERARIA DEL NOROESTE: Case Summary & 9 Top Unsecured Creditors FURNITURE BRANDS: Yash Seeks Payment of Proper Cure Amount FRED RADANDT: Case Summary & Largest Unsecured Creditors GASCO ENERGY: Extends Credit Agreement Termination Date to May 19 GASCO ENERGY: Orogen and Markham Own 97.9% Equity Stake GEOMET INC: Atlas Energy Stake at 48.9% as of Feb. 13 GEOMET INC: Yorktown Energy Holds 30.6% Equity Stake GIPPSLAND SECURED: Deutsche Bank Wins Auction for GSI Loan Book HOVNANIAN ENTERPRISES: Presented at J.P. Morgan Conference HYDROCARB ENERGY: Files Financial Statements of Hydrocarb Corp ING U.S.: Fitch Affirms 'BB' Jr. Subordinated Debt Rating INTELLIPHARMACEUTICS INT'L: Annual Meeting Set on March 27 IZEA INC: Completes $12 Million Private Placement JEWETT PUBLICATIONS: Voluntary Chapter 11 Case Summary JIMENEZ PROPERTIES: Case Summary & 2 Largest Unsecured Creditors JMR DEVELOPMENT: United States Asks Court to Dismiss Case KASPER LAND: Section 341(a) Meeting Scheduled for April 17 LANDS' END: S&P Assigns 'B+' CCR & Rates First-Lien Term Loan 'B+' LDK SOLAR: Welcomes Appointment of Joint Provisional Liquidators LEUCADIA NATIONAL: Fitch Affirms 'BB+' Sr. Sub. Debt Rating LEXELL LLC: Case Summary & 20 Largest Unsecured Creditors LIFE CARE ST JOHNS: Confirms Plan of Reorganization MAMMOTH LAKES: S&P Raises Rating on COPs From 'BB+' MARINA BIOTECH: Has Deal to Issue $6MM Convertible Pref. Stock MD RANGEL: Voluntary Chapter 11 Case Summary MGM RESORTS: Incurs $156.6 Million Net Loss in 2013 MICROSEMI CORP: S&P Assigns 'BB+' Rating to Proposed $646MM Loan MISSION NEW ENERGY: General Shareholders' Meeting on March 28 MMODAL INC: Preparing to File for Bankruptcy MORTGAGE GUARANTY: S&P Raises Issuer Credit Rating to 'BB' NEOMEDIA TECHNOLOGIES: To Merge With Unit to Avoid Default NETWORK CN: Obtains $750,000 From Private Placements NEW LIFE INT'L: Hiring Real Estate Agents to Market Properties NEW LIFE INT'L: Committee to Retain Bradley Arant as Counsel NEW LIFE INT'L: Files Schedules of Assets and Liabilities NEW LIFE INT'L: Hiring of Gullett Sanford, Kraft CPAs Okayed NEWWAVE: Proposed $38.5MM Add-on Debt No Impact on Moody's B3 CFR NII HOLDINGS: EVP Business Development Resigns NOBLE LOGISTICS: Has Interim Authority to Tap DIP Loans NOBLE LOGISTICS: Can Employ Prime Clerk as Claims & Noticing Agent NORTH LAS VEGAS: S&P Lowers Tax Rating to 'BB-'; Outlook Negative NORTHERN BEEF: Gao Changchun Contests Priority of White Oak's Lien OCTAVIAR ADMINISTRATION: Liquidator Files Sec. 1515 Statement OCTAVIAR ADMINISTRATION: April 10 Hearing on U.S. Recognition ODYSSEY PICTURES: T. Johnson Replaces P. Rodgers as Auditor OLD REDFORD: S&P Affirms 'BB' Rating & Removes from CreditWatch ORECK CORP: Court Moves Exclusive Plan Filing Deadline to May 1 ORECK CORP: Court Okays Settlement With Black Diamond OVERLAND STORAGE: Marathon Capital Holds 7.2% Equity Stake PACIFIC PROPERTY: Court Imposes 2nd-Tier Penalty to Founders PETROFORTE BRASILEIRO: Chapter 15 Case Summary PRESTIGIOUS PROPERTIES: Case Summary & 2 Top Unsecured Creditors PULSE ELECTRONICS: OCM PE Stake at 69.8% as of Feb. 21 QUARTZ HILL MINING: Case Summary & Largest Unsecured Creditors RADIOSHACK CORP: Fitch Affirms 'CCC' LT Issuer Default Rating RADNET MANAGEMENT: Moody's Rates $180MM 2nd Lien Term Debt 'Caa1' RADNET MANAGEMENT: S&P Affirms 'B' CCR & Rates $180MM Loan 'CCC+' REPUBLIC OF TEXAS: Gets Initial Order of CHILLO Energy Drink ROAD INFRASTRUCTURE: S&P Affirms 'B' CCR Over Eberle Acquisition ROCKWELL MEDICAL: Incurs $8.3 Million Net Loss in 4th Quarter RR DONNELLEY: Moody's Rates New $350MM Unsecured Notes 'Ba3' RR DONNELLEY: S&P Assigns 'BB-' Rating to $350MM 10-Yr. Notes SANCHEZ ENERGY: Moody's Hikes Corporate Family Rating to 'B2' SANIBEL DIAMOND: City Can't Interfere in Liquidation Sale SELECT MEDICAL: $110MM Notes Add-on No Impact on Moody's B1 CFR SELECT MEDICAL: S&P Retains 'B+' CCR Over $110MM Debt Add-On SEVEN ARTS: Juan Navarro Reports 14.4% Equity Stake SHANGHAI CHAORI: In Default on Bond Interest Payments SINCLAIR BROADCAST: Reports $75.8 Million Net Income in 2013 SOLAR POWER: Director Jack Lai Quits ST. FRANCIS' HOSPITAL: Asks Court to Determine Stake in Plan Funds ST. FRANCIS' HOSPITAL: Seeks More Time to Decide on Leases STUDIO ONE: Case Summary & 4 Largest Unsecured Creditors SWJ MANAGEMENT: Section 341(a) Meeting Set on April 7 TENET HEALTHCARE: Fitch Rates $600MM Sr. Unsecured Notes 'B-/RR5' TOBACCO SETTLEMENT: S&P Puts CCC+ Rating on CreditWatch Positive TOUSA INC: J Beck Wants Court to Specify Allocation of Interests UMASS MEMORIAL: Moody's Lowers Rating to Ba1; Outlook Negative UNI-PIXEL INC: Incurs $15.2 Million Net Loss in 2013 UNIVERSAL UNDERSTANDING: Claims Bar Date Set for May 15 USG CORP: Swings to $46 Million Net Income in 2013 VICTORY ENERGY: Amends 2012 Annual Report to Add Exhibit VICTORY ENERGY: Files Q1, Q2 and Q3 2013 Forms 10-Q VICTORY ENERGY: Gets $36MM of Bank and Private Placement Funding WESTERN NEVADA: Court Okays Sale of Accounts to Capital Asset WESTERN NEVADA: Panel's Motion to Appoint Ch 11 Trustee Denied WESTLUND ENGINEERING: Case Summary & 17 Top Unsecured Creditors YORK NEVADA: Old Republic to Auction Valley View Asset on March 17 YRC WORLDWIDE: Grants 76,666 Stock Awards to Executives * Puerto Rico Bank Hires Restructuring Expert * Fitch Says Possible Restaurant Bankruptcies Show Challenges * Patton Boggs Engages Former Dewey Restructuring Adviser * BOND PRICING -- For Week From March 3 to 7, 2014 ********* ABLE FOOD SERVICE: Involuntary Chapter 11 Case Summary ------------------------------------------------------ Alleged Debtor: Able Food Service Inc. 2520 S Birch St. Santa Ana, CA 92707 Case Number: 14-11447 Involuntary Chapter 11 Petition Date: March 7, 2014 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Catherine E. Bauer Petitioners' Counsel: Michael D Good, Esq. SOUTHBAY LAW FIRM 21535 Hawthorne Blvd Ste 210 Torrance, CA 90503 Tel: 310-373-2075 Fax: 310-356-3229 Email: mgood@southbaylawfirm.com Debtor's petitioners: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Sebastian's Auto Body Services rendered $7,520 1631 S Fairview St Santa Ana, Ca 92704 Nelson M Celestino Promissory Note $10,000 14300 Clinton St #163 Garden Grove, Ca 92843 Rosa M Hernandez Promissory Note $20,000 3101 S Fairview Ave #148 Santa Ana, Ca 92704 ADVANCED MICRO DEVICES: Issues $600 Million of Senior Notes ----------------------------------------------------------- Advanced Micro Devices, Inc., issued $600,000,000 aggregate principal amount of 6.75 percent Senior Notes due 2019. The terms and conditions of the Notes and related matters are set forth in the Indenture, dated as of Feb. 26, 2014, by and between the Company and Wells Fargo Bank, National Association, as trustee. A copy of the Indenture, including the form of the Notes, is available for free at http://is.gd/AOSI8U The Notes are general unsecured senior obligations of the Company. Interest is payable on March 1 and September 1 of each year beginning Sept. 1, 2014, until the maturity date of March 1, 2019. The Company's obligations under the Notes are not guaranteed by any third party. In connection with the issuance and sale of the Notes, the Company also entered into a registration rights agreement, dated Feb. 26, 2014, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers of the Notes. Pursuant to the Registration Rights Agreement, the Company will file an exchange offer registration statement with the Securities and Exchange Commission with respect to an offer to exchange the Notes for notes having identical terms in all material respects to the Notes and which will evidence the same continuing indebtedness of the Company (except that the Exchange Notes will not contain terms with respect to transfer restrictions or the interest rate increases). The Company will use its commercially reasonable efforts to cause the exchange offer registration statement to be declared effective by the SEC under the Securities Act of 1933, as amended, and to consummate the exchange offer by no later than Feb. 26, 2015. If the Company does not meet any of the above deadlines then, subject to certain exceptions, the interest rate borne by the Notes will be increased by 0.25 percent per annum for the first 90-day period. Thereafter, the interest rate will be increased by an additional 0.25 percent per annum for each subsequent 90-day period that elapses until that Registration Default is cured, provided that the aggregate increase in such annual interest rate may in no event exceed 1.00 percent. About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. For the nine months ended Sept. 28, 2013, Advanced Micro incurred a net loss of $172 million. Advanced Micro reported a net loss of $1.18 billion for the year ended Dec. 29, 2012, following net income of $491 million for the year ended Dec. 31, 2011. As of Sept. 28, 2013, the Company had $4.31 billion in total assets, $3.88 billion in total liabilities and $434 million in total stockholders' equity. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro Devices Inc. The rating reflects Fitch's expectations for negative near-term free cash flow (FCF) and limited top-line visibility, despite solid product momentum heading into 2014. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered Advanced Micro Devices' corporate family rating to B2 from B1. The downgrade of the corporate family rating to B2 reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi- quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. ADVANCED MICRO DEVICES: Amends Tender Offer Statement ----------------------------------------------------- Advanced Micro Devices, Inc., filed a first amendment to its tender offer statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on Feb. 20, 2014, in connection with its offer to purchase for cash up to $425,000,000 aggregate principal amount of AMD's outstanding 6.00 percent Convertible Senior Notes due 2015. The section titled "Terms of the Offer-Conditions to the Offer" of the Offer to Purchase is amended and supplemented by the following information: The Financing Condition (as set forth on the front cover of the Offer to Purchase) has been satisfied as of Feb. 26, 2014. In satisfaction of the Financing Condition, on February 26, 2014, the Company issued $600,000,000 aggregate principal amount of 6.75% Senior Notes due 2019 (the "New Notes"), resulting in net proceeds to the company of approximately $590 million after deducting the initial purchasers' discounts and estimated transaction expenses. The terms and conditions of the New Notes and related matters are set forth in the Indenture, dated as of February 26, 2014, by and between the Company and Wells Fargo Bank, National Association, as trustee (the "Indenture"). In connection with the issuance and sale of the New Notes, the Company also entered into a registration rights agreement, dated February 26, 2014, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers of the Notes (the "Registration Rights Agreement"). The Offer remains subject to the satisfaction of the other conditions set forth in the Offer to Purchase. A copy of the amended Schedule TO is available for free at: http://is.gd/6XD1rN About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. For the nine months ended Sept. 28, 2013, Advanced Micro incurred a net loss of $172 million. Advanced Micro reported a net loss of $1.18 billion for the year ended Dec. 29, 2012, following net income of $491 million for the year ended Dec. 31, 2011. As of Sept. 28, 2013, the Company had $4.31 billion in total assets, $3.88 billion in total liabilities and $434 millioon in total stockholders' equity. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro Devices Inc. The rating reflects Fitch's expectations for negative near-term free cash flow (FCF) and limited top-line visibility, despite solid product momentum heading into 2014. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered Advanced Micro Devices' corporate family rating to B2 from B1. The downgrade of the corporate family rating to B2 reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi- quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. ALION SCIENCE: S&P Lowers CCR to 'CC' on Weak Liquidity ------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on McLean, Va.-based Alion Science and Technology Corp. to 'CC' from 'CCC+'. The outlook is negative. S&P also lowered the ratings on the company's revolving credit facility to 'CCC' from 'B', on the secured notes to 'CCC-' from 'B-', and on the unsecured notes to 'C' from 'CCC-'. S&P's recovery ratings on the senior secured revolving credit facility, secured notes, and unsecured notes remain unchanged, at '1', '2' and '6', respectively. "The ratings downgrade reflects a capital structure that matures within 12 months, a currently 'weak' liquidity assessment, which we revised from 'less than adequate', and our expectation that we would classify an exchange offer or similar restructuring undertaken by Alion as distressed," said Standard & Poor's credit analyst Martha Toll-Reed. Alion has been actively engaged in efforts to refinance, retire, or amend its existing debt agreements. The outlook is negative, reflecting S&P's expectation that it would classify an exchange offer or similar restructuring undertaken by Alion as distressed. Furthermore, in the absence of an exchange offer or refinancing, the company will be unable to repay the secured and unsecured notes on their maturity dates. ASPEN DENTAL: No Refinancing Has No Impact on Moody's B2 Ratings ---------------------------------------------------------------- Moody's Investors Service said that Aspen Dental Management, Inc.'s decision not to undertake its proposed refinancing transaction announced in February 2014 does not impact the B2 Corporate Family Rating, B2-PD Probability of Default Rating or the B2 rating on the company's senior secured credit facilities. The stable outlook is unchanged. The proposed credit facilities included a $40 million senior secured revolving credit facility and a $330 million senior secured term loan, which would have been used to refinance existing debt. 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. Headquartered in East Syracuse, New York, Aspen Dental Management, Inc. ("Aspen") provides business support services to Aspen Dental branded dental practices owned by professional corporations ("PC"). The company is privately-held by PE firms Leonard Green & Partners and Ares Capital. Aspen affiliates with its dentists through two models: the Large Group Practice model and the practice ownership program ("POP"). Under the Large Group Practice model (roughly 50% of offices), dentists are at-will employees of the PCs, where the PCs own the medical records, patient lists, and operating records. Under the POP model (roughly 50% of offices), dentists purchase the medical records from the PC to own their own smaller practice. The company's audited financials do not consolidate the POP practices. As of September 30, 2013, excluding POP offices, the company generated net revenues of approximately $491 million, while the consolidated revenues for all dental offices, including POP offices, was approximately $645 million for the same period. ATHLON HOLDINGS: S&P Revises Outlook to Positive & Affirms 'B' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its rating outlook on Ft. Worth, Texas-based Athlon Holdings L.P. to positive from stable and affirmed its 'B' corporate credit rating on the company. At the same time, S&P affirmed its 'CCC+' issue-level rating on Athlon's senior unsecured notes. The '6' recovery rating on the notes remains unchanged. Oil and gas E&P company Athlon Holdings L.P. announced that year- end 2013 proven reserve base increased 48% to 127 million barrels of oil equivalent (boe), 80% of which is oil and natural gas liquids (NGLs) and 37% of which is developed. The company expects to expand production 60%-70% this year to about 20,000 boe per day, which S&P believes is achievable based on its eight vertical rig and one to two horizontal rig program in the oil-rich Permian Basin. "The positive outlook incorporates our expectation that Athlon will continue to expand its proved developed reserves and production, while maintaining above-average profitability and adequate liquidity, which will likely occur if the company continues to achieve success in its horizontal drilling program," said Standard & Poor's credit analyst Carin Dehne-Kiley. S&P could raise the rating if the company were able to increase its proved reserve base, proved developed percentage, and daily production rate to levels more in line with the 'B+' rated peer group averages, which were 170 million boe (at year-end 2012), 55% proved developed (at year-end 2012), and 25,000 to 45,000 boe/d (in the third quarter of 2013), respectively. S&P could revise the outlook to stable if the company does not achieve the growth it projects, which would most likely be due to horizontal well results coming in below S&P's expectations. AURICO GOLD: Moody's Assigns 'B2' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned AuRico Gold Inc. a B2 Corporate Family rating (CFR), B2-PD Probability of Default rating and SGL-3 speculative grade liquidity rating. Moody's also assigned a B3, 71-LGD5 senior unsecured rating to AuRico's proposed US$300 million notes issue, due 2022. The rating outlook is stable. This is the first time Moody's has rated AuRico. Ratings Rationale AuRico's B2 CFR is driven by its modest scale, limited mine diversity, relatively high cash costs and execution risks associated with the ramp-up of its Young-Davidson underground mine. The rating also reflects Moody's view that AuRico's adjusted leverage (Debt/ EBITDA) may remain in the 4x-5x range through the next year, incorporating a $1,100/oz gold price sensitivity. The rating is favorably influenced by the location of AuRico's key assets in stable operating jurisdictions (Canada and Mexico), long reserve life, and Moody's expectation that AuRico will increase its production and reduce its cash costs over the next couple of years. Moody's expects AuRico will use proceeds from the proposed notes issue to repay its existing $167 million convertible senior notes and $75 million of drawings under its $150 million revolver. In the event AuRico is unable to fully retire its convertible notes, Moody's expects the company will set aside sufficient surplus cash to satisfy the convertible notes upon maturity in 2016. The notes have been rated at one level below the CFR to reflect their subordination to potential usage under the secured revolver. AuRico's liquidity is adequate. Pro-forma cash of $190 million and its $150 million unused revolver as at December 31, 2013 provide good liquidity compared to Moody's expectation of up to $100 million of free cash flow consumption in 2014. However, the liquidity rating is constrained by Moody's belief that AuRico would have limited cushion to its bank facility covenants incorporating the agency's gold price sensitivity analysis. The stable outlook reflects Moody's expectation that AuRico will maintain relatively steady production from El-Chanate and that Young-Davidson's underground mine will steadily ramp-up production through the next couple of years, supporting a reduction in total cash costs (revenue-EBITDA) towards $800/ ounces of gold. What Could Change The Rating Up/Down A higher rating would require AuRico to increase its annual production towards 400,000 ounces of gold while reducing its total cash costs towards $750/oz Moody's would also need to expect AuRico would de-lever and then maintain leverage below 3.5x. A lower rating would result from operating challenges that significantly impaired Moody's cash flow expectations from Young- Davidson and/or El-Chanate, or if Moody's expected AuRico's leverage would be sustained above 5x. The principal methodology used in this rating was the Global Mining Industry published in May 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Toronto, Ontario, AuRico Gold Inc. owns and operates the Young-Davison gold mine in Ontario, Canada and El- Chanate mine in Sonora, Mexico. AVIS BUDGET: S&P Puts 'B+' CCR on CreditWatch Positive ------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings on Parsippany, N.J.-based car and truck renter Avis Budget Group Inc., including the 'B+' corporate credit rating, on CreditWatch with positive implications. At the same time, S&P affirmed the 'B' issue-level rating on the 6% notes due 2021 of indirect subsidiary Avis Budget Finance plc in light of the proposed EUR150 million add-on, and placed the rating on CreditWatch. The recovery rating is '5', indicating S&P's expectation that lenders would receive modest (10%-30%) recovery or principal in the event of a payment default. Proceeds will be used to redeem a portion of the company's 8.25% senior notes due 2019, and for general corporate purposes. Avis Budget's EBITDA interest coverage rose to 5.4x in 2013 from 4.5x a year earlier, primarily because of lower interest expense relating to refinancing of a substantial portion of its debt at lower rates. The company has maintained its other credit metrics, with funds from operations to debt of 22% and debt to EBITDA of 3.7x in 2013. S&P expects the company's operating performance to continue to benefit as it realizes synergies from its Avis Europe and Zipcar acquisitions. Standard & Poor's characterizes the company's business profile as "fair," its financial profile as "aggressive," and its liquidity as "adequate" under its criteria. S&P will assess the company's credit prospects, based on its expectations of operating performance and continued favorable interest expense trends, to resolve the CreditWatch. BIRKELAND FAMILY: Clark County Asset to Be Sold March 20 -------------------------------------------------------- First American Title Insurance Company, as trustee, will sell at a public auction on March 20, 2014, at 10:00 a.m., a real property described as a portion of the Northeast Quarter of Section 10, Township 21 South, Range 61 East, M.D.M., Clark County, Nevada. First American is the duly appointed Trustee under a 2007 Deed of Trust executed by Birkeland Family Nevada, LLC II, as trustor, to secure certain obligations in favor of Countrywide Commercial Real Estate Finance, Inc., as original beneficiary. The Deed of Trust has since been assigned to other lenders, the most current of which is MLCFC 2007-7 MARYLAND PARKWAY, LLC. The sale will be made to satisfy the unpaid balance and other charges -- estimated at $13,119,598.27 -- of Birkeland under the Deed of Trust. Accrued interest and additional advances, if any, may increase this figure prior to the sale. The Beneficiary may elect to bid less than their full credit bid. For more information on the auction, contact: Russell M. Dalton Vice President First American Title Insurance Company 2500 Paseo Verde Parkway, STE 120 Henderson, NV 89074 Tel: (702) 731-4131 BOART LONGYEAR: S&P Lowers CCR to 'CCC+'; Outlook Negative ---------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Boart Longyear Ltd. to 'CCC+' from 'B'. At the same time, S&P lowered its issue level ratings on subsidiary Boart Longyear Management Pty Ltd.'s secured notes to 'B' from 'BB-' and its senior unsecured notes to 'CCC+' from 'B'. The '1' recovery rating on the secured notes indicates S&P's expectation for very high (90% to 100%) recovery and the '4' recovery rating on the unsecured notes indicates its expectation for average (30% to 50%) recovery in the event of a payment default. "The downgrade follows a year in which Boart Longyear's adjusted EBITDA dropped by nearly two-thirds because demand for its drilling services and products plummeted as global mining companies cut exploration and mining capital spending," said Standard & Poor's credit analyst James Fielding. "We expect these adverse conditions to continue in 2014 and for the company's leverage to possibly approach 10x, a level that we view to be unsustainable." The negative outlook reflects S&P's view that Boart Longyear's EBITDA will remain low and its leverage very high over the next 12 months, as stubbornly weak prices for many metals depress investment by miners. S&P would lower its ratings by one or more notches if conditions worsened and EBITDA dropped below $52 million, leaving the cushion above its minimum EBITDA covenant at less than 15%. S&P would also lower its ratings to 'D' or 'SD' (selective default) if the outcome of the company's strategic review included an exchange offer or renegotiation of the terms of the company's debt that resulted in creditors receiving less than originally promised. An upgrade is unlikely over the next 12 months given S&P's expectation that gold, copper, and iron ore prices will not improve in 2014 or 2015. In this scenario, S&P would expect limited exploration investment by commodities miners and limited demand for Boart Longyear's drilling services and products. Rating upside is further limited until constraints under temporarily suspended minimum liquidity and minimum interest coverage covenants are permanently alleviated. CAESARS ENTERTAINMENT: Sells $2.2BB Assets to Caesars Growth ------------------------------------------------------------ Caesars Entertainment Corporation has entered into a definitive agreement to sell Bally's Las Vegas, The Cromwell (formerly Bill's Gamblin' Hall & Saloon), The Quad and Harrah's New Orleans to Caesars Growth Partners, LLC, for a purchase price of $2.2 billion, including assumed debt of $185 million and committed project capital expenditures of $223 million, resulting in anticipated cash proceeds of $1.8 billion. The transaction is expected to close in the second quarter of 2014, subject to certain closing conditions, including the receipt of required regulatory approvals. These actions are part of ongoing efforts to address Caesars Entertainment Operating Company, Inc.'s overall capital structure and position that subsidiary of Caesars Entertainment to enhance equity value. Caesars Entertainment and its affiliated companies will manage the purchased properties, allowing continued integration with the Total Rewards network and related synergies. The sale of Bally's, The Cromwell, The Quad and Harrah's New Orleans to Caesars Growth Partners preserves the network value of the four properties while enhancing liquidity at CEOC. The sale also includes a financial stake in the associated management fee stream. This asset sale will also facilitate new investment in these properties, some of which require considerable capital expenditures to realize their full potential as part of Caesars' network at the center of the Las Vegas Strip. The asset sale was negotiated and unanimously recommended by special committees comprised of independent members of the boards of directors of Caesars Entertainment Corporation and Caesars Acquisition Company (NASDAQ: CACQ), the managing member of Caesars Growth Partners. Centerview Partners and Duff & Phelps served as financial advisors to the special committee of Caesars Entertainment Corporation and Reed Smith LLP served as the committee's legal counsel. With this transaction, Caesars Acquisition Company has announced a $223 million renovation of The Quad Resort & Casino. "Since being taken private near the beginning of the global financial crisis, we have faced an incredibly challenging business environment and a highly leveraged capital structure. Despite these obstacles, we have invested significantly in the growth of our network and the enhancement of our assets while concurrently deploying a wide array of financial and operational tools to manage the company's capital structure and create value," said Gary Loveman, chairman and chief executive officer of Caesars Entertainment. "Entering 2014, I am very excited about our new customer offerings. Across our network, we have recently opened or will open promising new projects and amenities, such as The LINQ and High Roller and upgrades throughout Las Vegas. We also share in the economic benefits associated with Caesars Growth Partners, including considerable growth last year at Caesars Interactive Entertainment, Inc., through social and mobile games and the launch of real-money online gaming in Nevada and New Jersey." Caesars Entertainment has a market capitalization of approximately $3.5 billion and is now comprised of three primary structures: Caesars Entertainment Resort Properties (CERP), its interest in Caesars Growth Partners, LLC (CGP), a joint venture in which Caesars Entertainment holds a 58 percent economic interest, and CEOC. CERP is made up of six casino properties, predominantly in Las Vegas, as well as The LINQ development and the Octavius Tower at Caesars Palace. Caesars Growth Partners owns Caesars Interactive Entertainment as well as the Planet Hollywood Resort in Las Vegas, a 41 percent interest in Horseshoe Baltimore and the assets that will be acquired through this transaction. Caesars Growth Partners' managing member is Caesars Acquisition Company, a nearly $2 billion market capitalization publicly traded company. "Today's asset sales mark an important step in our ongoing efforts to repair CEOC's balance sheet," Loveman said. "Caesars Entertainment and Caesars Acquisition Company have a combined equity market capitalization of more than $5 billion. To build equity value, we have employed a full complement of operating and financial tools. The toolbox, which includes cost management, working capital management, operational improvements, acquisitions, asset sales, credit agreement amendments, innovative operating strategies, exchange offers and equity raises, has helped to create two stable entities. The company expects to deploy a similar array of tools to improve CEOC's financial position and build equity value." Pro forma for this transaction, CEOC will have in excess of $3.2 billion in cash as of Dec. 31, 2013. CEOC will also be relieved of potential capital expenditure requirements for the purchased properties. CEOC intends to use a portion of the proceeds from the asset sales to reduce bank debt. In addition to financial and capital structure initiatives, Caesars is focused on generating additional operational efficiency in 2014. In 2013, the company implemented a program to both improve its working capital and excess cash by $500 million and to generate $500 million of operating and EBITDA improvements. Through this plan, the company has made substantial progress towards that goal and expects the program to benefit CEOC this year. The company plans to provide updates on additional achievements during 2014. The recent ratification of a new long- term labor agreement in Nevada presents Caesars with a stable platform for growth opportunities, particularly in the hospitality and entertainment segments. Preliminary Fourth Quarter 2013 Financial Results Separately, Caesars Entertainment announced preliminary results for the fourth quarter of 2013 that include consolidated results for Caesars Growth Partners. The company expects to report its financial results for the quarter and full-year ended Dec. 31, 2013, in March. Commenting on the results, Loveman concluded: "2013 was a year of considerable progress and activity for Caesars. We significantly invested in growth projects and undertook a number of actions designed to enhance the company's capital structure and create value. For the fourth quarter, performance in some of our regional areas, particularly Atlantic City, was disappointing. We are, however, encouraged by volume and visitation trends in Las Vegas. We are excited about our prospects there fueled by organic growth as well as our hospitality investments." While Caesars Entertainment has not yet completed its financial statements for the quarter ended Dec. 31, 2013, the company currently expects consolidated net revenue to be in the range of approximately $2,050 million to $2,110 million and that its Adjusted EBITDA will be in the range of approximately $395 million to $415 million for the quarter ended Dec. 31, 2013. Estimated net loss attributable to Caesars Entertainment for the quarter ended Dec. 31, 2013, is expected to range between $1,700 million and $1,820 million, compared to net loss attributable to Caesars Entertainment of $480.3 million for the quarter ended Dec. 31, 2012. Consolidated net revenues for the fourth quarter of 2013 are expected to increase slightly as compared to the prior year primarily due to the combination of increases in pass-through reimbursable management costs, growth at Caesars Interactive Entertainment and declines in promotional allowance, offset by lower casino revenue. The decline in casino revenue is primarily attributable to continued weakness in certain domestic markets outside of Nevada and the impact on revenues resulting from the partial sale of our Conrad Punta del Este, Uruguay casino in the second quarter 2013. Adjusted EBITDA is expected to be down slightly as compared to the prior year due to the decline in casino revenues. Net loss attributable to Caesars Entertainment for the fourth quarter of 2013 as compared to 2012 is expected to increase as a result of significantly larger impairments of tangible and intangible assets in 2013 as compared to the prior year quarter, as well as the income impact of lower casino revenues, and increased interest expense, partially offset by lower depreciation due to certain assets becoming fully depreciated early in 2013. Additional information is available for free at: http://is.gd/IRirWw About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $26.09 billion in total assets, $27.59 billion in total liabilities and a $1.49 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CAMARILLO PLAZA: Taps Gordon Strange to Handle Collection Actions ----------------------------------------------------------------- Camarillo Plaza, LLC, has said in Court papers it needs counsel to pursue a guarantor who is liable for rents prior to the sale of the Debtor's shopping center. In Court papers filed Jan. 27, Camarillo Plaza asked the Bankruptcy Court to approve the hiring of Gordon C. Strange, Esq., as special counsel. Mr. Strange specializes in state court collection actions. Mr. Strange will represent the Debtor in various state actions as necessary, against the Debtor's defaulting lessees or the lessee's guarantor, with respect to the unpaid lease payments and any other sums due under the lease upon default, that remain due, owing and unpaid under any lease with the Debtor. Mr. Strange's hourly rate is $100; he said he holds no claim against the Debtor's estate. About Camarillo Plaza Shopping center operator Camarillo Plaza LLC, based in Los Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-59637) on Dec. 5, 2011. Judge Sheri Bluebond was assigned to the case. At the Debtor's behest the next day, the case was transferred to the Northern Division (Bankr. C.D. Calif. Case No. 11-bk-15562). The case in the Los Angeles Division was closed, and Judge Robin Riblet took over from Judge Bluebond. The Debtor scheduled assets of $21.6 million and liabilities of $12.3 million as of the Chapter 11 filing. Janet A. Lawson, Esq., in Ventura County, California, serves as the Debtor's counsel. The petition was signed by Aaron Arnold Klein, managing partner. Alan M. Feld, Esq., at Sheppard, Mullin, Richter & Hampton LLP represents creditor Wells Fargo Bank, N.A. The Debtor won confirmation of its Third Amended Plan of Reorganization in 2013. The Plan would be funded through the all- cash sale of the Debtor's 74,072 square foot shopping center commonly known as Camarillo Plaza and the underlying real property, located at 1701-1877 East Daily Drive, in Camarillo, California, to be conducted via a competitive bidding process. Following consummation of the sale, the Debtor said there will be net cash proceeds sufficient to satisfy all allowed claims. The Debtor and the Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Pass-Through Certificates, Series 2006-C3, entered into the stipulation regarding Claim 3-1 filed by Wells Fargo. The parties agreed that as of July 15, 2013, the allowed claim is $15,159,517, subject to adjustments. General unsecured creditors holding undisputed claims will recover 100% without interest on the Effective Date. Upon receipt of proceeds of the sale of the Debtor's property, the Debtor's counsel, Janet A. Lawson, Esq., will place $500,000 in a separate attorney trust fund account as reserve to pay for the disputed claims of Brendan's Irish Pub & Restaurant and Ramiro Martinez against the Debtor's estate and promptly cure all defaults of Debtor (if any), under the leases the Debtor has assumed and assigned to the buyer of the Debtor's property. CASH STORE: Selects Rothschild as Independent Financial Advisor --------------------------------------------------------------- The special committee of The Cash Store Financial Services Inc.'s Board of Directors has selected Rothschild as its independent financial advisor to assist it in its strategic alternative review process. As previously disclosed, the Board of Directors constituted a special committee of independent directors to (i) review and respond to recent developments in Ontario regarding the Company's inability to sell payday loan products in Ontario and (ii) to carefully evaluate the strategic alternatives available to the Company with a view to maximizing value for all of its stakeholders. The Board has not established a definitive timeline for the special committee of independent directors to complete its review and there can be no assurance that this process will result in any specific strategic or financial or other value-creating transaction. The Company does not currently intend to disclose further developments with respect to this process, unless and until the Board of Directors approves a specific transaction, concludes its review of the strategic alternatives or otherwise determines there is material information to communicate. 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. Cash Store reported a net loss and comprehensive loss of C$35.53 million for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. * * * As reported in the Feb. 18, 2014, edition of the TCR, Standard & Poor's Ratings Services said it lowered its issuer credit rating on Edmonton, Alta.-based The Cash Store Financial Services Inc. (CSF) to 'CCC' from 'CCC+'. The downgrade follows the Ontario Superior Court of Justice's order that CSF is prohibited from acting as a loan broker for its basic line of credit product without a brokers license under the Payday Loans Act, 2008. As reported by the TCR on Feb. 21, 2014, Moody's Investors Service downgraded the Corporate Family rating of Cash Store Financial Services Inc to Ca from Caa2. The downgrade reflects the increased pressure on Cash Store's near-term liquidity position after the company was forced to cease offering its Line of Credit product in Ontario by its regulator, the Ministry of Consumer Services. CASH STORE: Stonerise Capital Holds 4.4% Equity Stake ----------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Stonerise Capital Management, LLC, and Stonerise Capital Partners Master Fund, L.P., disclosed that as of Feb. 24, 2014, they beneficially owned 781,023 common shares of The Cash Store Financial Services Inc. representing 4.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/s51QQ3 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. Cash Store reported a net loss and comprehensive loss of C$35.53 million for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. * * * In the Feb. 18, 2014, edition of the TCR, Standard & Poor's Ratings Services said it lowered its issuer credit rating on Edmonton, Alta.-based The Cash Store Financial Services Inc. (CSF) to 'CCC' from 'CCC+'. The downgrade follows the Ontario Superior Court of Justice's order that CSF is prohibited from acting as a loan broker for its basic line of credit product without a brokers license under the Payday Loans Act, 2008. As reported by the TCR on Feb. 21, 2014, Moody's Investors Service downgraded the Corporate Family and Senior Secured debt ratings of Cash Store Financial Services Inc. to Ca from Caa2 and assigned a negative outlook to the ratings. The downgrade reflects the increased pressure on Cash Store's near-term liquidity position after the company was forced to cease offering its Line of Credit product in Ontario by its regulator, the Ministry of Consumer Services. CATAMARAN CORP: S&P Assigns 'BB+' Rating to $500MM Sr. Notes ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB+' issue-level rating to Catamaran Corp.'s proposed $500 million senior unsecured notes due 2021. The recovery rating on the notes is '3', reflecting S&P's expectation of meaningful (50%-70%) recovery in the event of payment default. The recovery ratings on unsecured debt issued by corporate entities with corporate credit ratings of 'BB-' or higher are generally capped at '3' to account for the risk that their recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default. The company will use proceeds from the notes for general corporate purposes. The 'BB+' corporate credit rating on Catamaran reflects S&P's assessments of its business risk as "fair" and financial risk as "modest". S&P applies a downward adjustment of one notch for comparable rating analysis, based on its view that Catamaran's competitive position is weaker because of its position as the fourth-largest pharmacy benefit manager (PBM); Catamaran is significantly smaller than the leading PBMs and lacks the size and scale of its much larger rivals. Catamaran's fair business risk profile reflects the company's growing, but still small, market share in the highly competitive PBM industry. The modest financial risk profile reflects pro forma leverage of 2.2x following the notes issuance and S&P's belief that the company's growing EBITDA will enable Catamaran to reduce leverage to less than 2x by the end of 2014. Catamaran has a proven ability to quickly deleverage following moderate sized acquisitions. RATINGS LIST Catamaran Corp. Corporate Credit Rating BB+/Stable/-- New Rating Catamaran Corp. $500M senior unsecured notes BB+ due 2021 Recovery rating 3 CATAMARAN CORP: Moody's Rates $500MM Senior Unsecured Notes 'Ba3' ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Catamaran Corporation's new $500 million senior unsecured note offering. Moody's also raised the company's secured bank debt to Ba1, LGD-3, 31% from Ba2, LGD-3, 32%. At the same time, Moody's affirmed the Ba2 Corporate Family Rating and the Speculative Grade Liquidity Rating of SGL-1. The rating outlook is stable. Rating assigned: Catamaran Corporation: $500 million senior unsecured notes at Ba3, LGD-5, 86% Ratings changed: Catamaran Corporation: PDR to Ba2-PD from Ba3-PD Senior secured revolver to Ba1, LGD-3, 31% from Ba2, LGD-3, 32% Senior secured Term Loan A at Ba1, LGD-3, 31% from Ba2, LGD-3, 32% Ratings affirmed: Catamaran Corporation: Corporate Family Rating at Ba2 Speculative grade liquidity rating at SGL-1 Ratings Rationale Proceeds from this new bond offering will be partially used to refinance remaining revolver borrowings associated with the 2013 acquisition of Restat, a mid-sized PBM that serves state, union and worker's compensation customers. Remaining proceeds will be used to provide additional liquidity for future investments. Even as the company pursues additional debt-financed acquisitions, Moody's expect leverage to remain in line with Catamaran's Ba2 CFR rating. Catamaran's EBITDA and cash flows will continue to improve following the full integration of Catalyst. In 2014, the company will benefit from new customer wins and incremental benefit from the ramp-up of its new CIGNA contract. "We expect Catamaran to continue to pursue roll-up acquisitions, which will likely require additional borrowing over time," says Diana Lee, a Moody's Senior Credit Officer. Catamaran's Ba2 CFR reflects its position as a mid-market pharmacy benefit management (PBM) company that has gained scale following its merger with Catalyst and recent new contract wins. However, the company competes with much larger players, Express Scripts (Baa3 stable) and CVS Caremark (Baa1 stable) that dominate the PBM landscape. Customer concentration and renewal risk, as well as limited mail order and specialty drug service offerings also present challenges. The stable outlook reflects Moody's belief that Catamaran will maintain leverage below 2.75 times even as it pursues acquisitions. A rating upgrade could be considered if Catamaran continues to gain new customers, reduces its customer concentration risk and demonstrates a prudently financed acquisition strategy going forward. EBITDA and cash flow improvements resulting in debt/EBITDA that is sustained below 2.0 times could result in an upgrade. If Catamaran loses key contracts, or profitability declines, the ratings could be downgraded. Debt/EBITDA sustained above 2.75 times could result in a rating downgrade. The SGL-1 rating reflects Catamaran's very good liquidity profile, characterized by free cash flow that can support operating and capital needs, ample cushion on its bank covenants, and access to a reasonably-sized revolver. The principal methodology used in rating Catamaran was the Global Distribution and Supply Chain Services Methodology published in November 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. Catamaran Corporation, headquartered in Lisle, Illinois, is a provider of pharmacy benefit management services and healthcare information technology (HCIT) solutions to the healthcare benefit management industry. CEETOP INC: Guihua Du Stake at 5.6% as of Feb. 20 ------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Guihua Du disclosed that as of Feb. 20, 2014, he beneficially owned 2,327,005 shares of common stock of Ceetop, Inc., representing 5.68 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/Ecv2PP About Ceetop Inc. Oregon-based Ceetop Inc., formerly known as China Ceetop.com, Inc., owned and operated the online retail platform before 2013. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises. China Ceetop's balance sheet at June 30, 2013, showed $3.5 million in total assets, $4.0 million in total liabilities, and a stockholders' deficit of $463,482. Going Concern Uncertainty "For the year ended Dec. 31, 2012, our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements. As indicated herein, we must raise capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the Company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan," the Company said in its quarterly report for the period ended June 30, 2013. CEETOP INC: Weikang Zhu Stake at 6.1% as of Feb. 20 --------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Weikang Zhu disclosed that as of Feb. 20, 2014, he beneficially owned 2,500,000 shares of common stock of Ceetop, Inc., representing 6.10 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/yYRXow About Ceetop Inc. Oregon-based Ceetop Inc., formerly known as China Ceetop.com, Inc., owned and operated the online retail platform before 2013. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises. China Ceetop's balance sheet at June 30, 2013, showed $3.5 million in total assets, $4.0 million in total liabilities, and a stockholders' deficit of $463,482. Going Concern Uncertainty "For the year ended Dec. 31, 2012, our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements. As indicated herein, we must raise capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the Company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan," the Company said in its quarterly report for the period ended June 30, 2013. CEETOP INC: Haoxiang Liu Stake at 7.2% as of Feb. 20 ---------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Haoxiang Liu disclosed that as of Feb. 20, 2014, he beneficially owned 2,961,634 shares of common stock of Ceetop, Inc., representing 7.23 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/w2s82J About Ceetop Inc. Oregon-based Ceetop Inc., formerly known as China Ceetop.com, Inc., owned and operated the online retail platform before 2013. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises. China Ceetop's balance sheet at June 30, 2013, showed $3.5 million in total assets, $4.0 million in total liabilities, and a stockholders' deficit of $463,482. Going Concern Uncertainty "For the year ended Dec. 31, 2012, our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements. As indicated herein, we must raise capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the Company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan," the Company said in its quarterly report for the period ended June 30, 2013. CEETOP INC: Tingfa Lou Stake at 7.3% as of Feb. 20 -------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Tingfa Lou disclosed that as of Feb. 20, 2014, he benefically owned 3,000,000 shares of common stock of Ceetop Inc. representing 7.33 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/6GK0uv About Ceetop Inc. Oregon-based Ceetop Inc., formerly known as China Ceetop.com, Inc., owned and operated the online retail platform before 2013. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises. China Ceetop's balance sheet at June 30, 2013, showed $3.5 million in total assets, $4.0 million in total liabilities, and a stockholders' deficit of $463,482. Going Concern Uncertainty "For the year ended Dec. 31, 2012, our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements. As indicated herein, we must raise capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the Company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan," the Company said in its quarterly report for the period ended June 30, 2013. CEREPLAST INC: Provides Financial Info to Creditors, Court ---------------------------------------------------------- Cereplast, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that certain creditors and the bankruptcy court were provided with information relating to the company's bankruptcy filing, the debtor-in-possession financing, bankruptcy schedules, and cash flow forecasts and other financial information relating to the Company and its in connection with discussions regarding the potential adequate protection to be provided to certain secured creditors, specifically Compass Horizon Technology Finance. Pursuant to specific requests from the bankruptcy trustee, the Company also provided certain accounting forecasts in conjunction with the Company's application to obtain DIP financing. Subject to the determination of the trustee, the final DIP Financing Order that the Debtor filed may not reflect the proposed changes contained in the Final DIP Financing Order issued by the Bankruptcy Court. The cash flow forecasts, valuation of the Company's assets and other financial information included in the Information are subject to numerous assumptions, risks and limitations. The Financial Information is subject to revision, is not a guaranty of future performance and actual results may differ from the Financial Information and such differences may be material. The Company's internal financial forecasts (upon which the Financial Information was based in part) are, in general, prepared solely for internal use, including for budgeting and other management decisions, and are susceptible to interpretations and periodic revisions based on actual experience and business developments. The Financial Information does not purport to present the Company's financial condition in accordance with generally accepted accounting principles in the United States. The Company's independent accountants have not examined, compiled or otherwise applied procedures to the Financial Information and, accordingly, do not express an opinion or any other form of assurance with respect to such information. The Financial Information is subjective in many respects and contains numerous estimates and assumptions made by management of the Company with respect to its financial condition, business and industry performance, expenditures, general economic, market and financial conditions and other matters, all of which are difficult to predict, and many of which are beyond the Company's control. Accordingly, there can be no assurance that the estimates and assumptions made in preparing the Financial Information will prove accurate or that the cash flows or asset values contained therein will be realized. Investors are cautioned that the Financial Information was prepared as of a date prior to the date hereof using information available at that time and that estimates, assumptions and the results set forth in the Financial Information would differ, perhaps materially, in certain respects if prepared with more current information. In addition, it is expected that there will be differences between actual and projected results, and the differences may be material. Disclosure of the Financial Information should not be regarded as an indication that the Company or its affiliates or representatives consider the Financial Information to be a reliable prediction of future events, and it should not be relied upon as such. Neither the Company nor any of its affiliates or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the Financial Information, and none of them undertakes any obligation to publicly update this information to reflect circumstances existing after the date when the Financial Information was made or to reflect the occurrence of future events, even in the event that any or all of the estimates or assumptions underlying the Financial Information are shown to be in error. About Cereplast Inc. Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on Feb. 10, 2014, estimating $10 million to $50 million in both assets and debts. Cereplast has developed and is commercializing proprietary bio- based resins through two complementary product families: Cereplast Compostables(R) resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables(TM) resins (including the Cereplast Hybrid Resins product line), which replaces up to 90 percent of the petroleum-based content of traditional plastics with materials from renewable resources. In connection with the Bankruptcy Filing, the Company's common stock began trading under a new trading symbol, "CERPQ" effective Feb. 19, 2014. Judge Basil H. Lorch III oversees the case. Cereplast is represented by Tamara Marie Leetham, Esq., at Austin Legal Group, as counsel. Horizon Technology Finance Corporation, as successor to Compass Horizon Funding Company LLC and Horizon Credit I, LLC, has asked the Court to convert the Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. Horizon is lender to the Debtor under the venture loan and security agreement dated Dec. 21, 2010, under which Horizon extended credit totaling $4.0 million. Horizon has been granted a security interest in all assets of the Debtor. The debt due Horizon is in payment default. The sale of the Collateral was scheduled for Feb. 11, 2014, but the Debtor sought to restrain the sale in proceedings pending in the Superior Court of the State of California, for the County of Los Angeles, as Cause No. CGC-08-482329. The Debtor's request for a restraining order was denied on Feb. 10, and the Chapter 11 case was commenced on the same day. Horizon is represented by Whitney L. Mosby, Esq., at Bingham Greenebaum Doll LLP. CEREPLAST INC: OTC BB Trading Symbol Changed to "CERPQ" ------------------------------------------------------- Cereplast, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that on February 18, 2014 the Over-the-Counter Bulletin Board effectively changed the Company's trading symbol from "CERP" to "CERPQ" as a result of the Chapter 11 filing. However, on February 25, 2014, the symbol was changed from "CERPQ" to "CERPD", as a result of a reverse split in the common stock issued by the Company prior to the Chapter 11 filing. Pursuant to FINRA's request this symbol change has since been corrected, and on February 25, 2014 the trading symbol was corrected back to "CERPQ" to accurately reflect the Company's ongoing Chapter 11 Bankruptcy. About Cereplast Inc. Seymour, Indiana-based Cereplast, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-90200) on Feb. 10, 2014, estimating $10 million to $50 million in both assets and debts. Cereplast has developed and is commercializing proprietary bio- based resins through two complementary product families: Cereplast Compostables(R) resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables(TM) resins (including the Cereplast Hybrid Resins product line), which replaces up to 90 percent of the petroleum-based content of traditional plastics with materials from renewable resources. In connection with the Bankruptcy Filing, the Company's common stock began trading under a new trading symbol, "CERPQ" effective Feb. 19, 2014. Judge Basil H. Lorch III oversees the case. Cereplast is represented by Tamara Marie Leetham, Esq., at Austin Legal Group, as counsel. Horizon Technology Finance Corporation, as successor to Compass Horizon Funding Company LLC and Horizon Credit I, LLC, has asked the Court to convert the Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. Horizon is lender to the Debtor under the venture loan and security agreement dated Dec. 21, 2010, under which Horizon extended credit totaling $4.0 million. Horizon has been granted a security interest in all assets of the Debtor. The debt due Horizon is in payment default. The sale of the Collateral was scheduled for Feb. 11, 2014, but the Debtor sought to restrain the sale in proceedings pending in the Superior Court of the State of California, for the County of Los Angeles, as Cause No. CGC-08-482329. The Debtor's request for a restraining order was denied on Feb. 10, and the Chapter 11 case was commenced on the same day. Horizon is represented by Whitney L. Mosby, Esq., at Bingham Greenebaum Doll LLP. CHEYENNE HOTEL: HLT, Colorado East Object to Plan Disclosures ------------------------------------------------------------- HLT Existing Franchise Holding LLC objects to the disclosure statement explaining Cheyenne Hotels, LLC dba Hampton Inn-Salida's proposed Chapter 11 plan HLT complains that the Disclosure Statement fails to provide adequate information as required by Section 1125 of the Bankruptcy Code. HLT's counsel Steven T. Mulligan, Esq., at Bieging Shapiro & Barber LLP, points out that the Disclosure Statement is lacking the information necessary to allow its creditors and interest holders to comprehend and make an informed judgment with respect to the Proposed Plan and its implications. HLT recognizes that certain of its objections may technically be objections to the Proposed Plan and confirmation thereof. Under the Proposed D/S and Proposed Plan, the Debtor seeks to assume the Franchise License Agreement (FLA). However, pursuant to 11 U.S.C. Sec. 365(c)(1), the Debtor may not assume the FLA without HLT's express consent. Mr. Mulligan submits that the Debtor has not cured "quality assurance evaluation" defaults under the FLA. The Debtor, according to Mr. Mulligan, fails to describe in the Disclosure Statement how it will provide HLT adequate assurance of future performance under the FLA. HLT asserts that the only way to cure such defaults and provide HLT adequate assurance of future performance is by requiring that the Debtor pay all outstanding amounts owed to HLT and requiring the Debtor to engage a management company acceptable to HLT to operate the Hotel. HLT avers that while the Debtor acknowledges that the Hotel may not be transferred and operated as a Hampton Inn without the consent of HLT, the Disclosure Statement must clearly disclose that CEBT and/or Goforth must complete the application process and otherwise qualify (in HLT's sole discretion) as a franchisee/licensee prior to operating the Hotel as a "Hampton Inn." Mr. Mulligan states that the Plan must be revised to provide that the Debtor may only sell the Hotel if the proceeds from the sale are sufficient to pay all of the secured and unsecured claims of the Debtor's creditors (including HLT's liquidated damages claim in the event the buyer of the Hotel determines not to operate the Hotel as a Hampton Inn or the buyer is not approved as a franchisee/licensee) along with any other obligations of the Reorganized Debtor arising under the Proposed Plan. The Plan, according to HLT, must also be revised to provide that the Debtor may only sell the Hotel if the proceeds from the sale are sufficient to pay all of the secured and unsecured claims of the Debtor's creditors (including HLT's liquidated damages claim in the event the buyer of the Hotel determines not to operate the Hotel as a Hampton Inn or the buyer is not approved as a franchisee/licensee) along with any other obligations of the Reorganized Debtor arising under the Proposed Plan. Colorado East Bank Says Disclosures Misleading Colorado East Bank notes that the Debtor indicates that its principal asset, the Hampden Inn Hotel, is located in Colorado Springs, Colorado. In fact, the Hampden Inn Hotel is located in Salida, Colorado, Colorado East Bank points out. Counsel to the bank, Beverly L. Edwards, Esq., of The Rocky Mountain Law Group, also points out that the Debtor's discussion of Class 2-B references Colorado East Bank & Trust Claims. The Bank believes that this reference should be to the Goforth Creditor Claims. That section also states that the Goforth Creditors are junior in priority to the Bank's claims to the extent of $8,300,000 of the Bank's claims. The Plan provides that the Goforth Creditors are junior to the extent of $8,400,000 of the Bank's claims. Ms. Edwards submits that the Debtor incorrectly describes the treatment of the Bank under the Plan. According to Edwards, the Disclosure Statement states that in the event the Debtor is unable to pay the Allowed claim of the Bank in full within one year from the Effective Date of the Plan, the Debtor will deed the Hotel Property to the Bank in full satisfaction of the Claim. The Bank will then provide the Goforth Creditors an opportunity to redeem the Hotel Property by paying the amount of the Bank's claims before the Bank forecloses on the Hotel Property. The Plan provides that in the event the Debtor fails to pay the Bank's secured claim within one year of the Effective Date, Goforth may request that the Debtor transfer the Hotel Property to Goforth by deed or deed in lieu of foreclosure, as appropriate. If this occurs, the Bank will forbear from exercising its foreclosure rights for 90 days after the first anniversary date of the Effective Date of the Plan. The Chapter 11 Plan Cheyenne Hotels filed its proposed Chapter 11 Plan on Jan. 13, 2014. To fund payments under the Plan, Cheyenne Hotels intends to continue operating its business and make the plan payments out of operating income of the Hotel, with the exception of the payment of the Colorado East Bank & Trust claim within a year of the Effective Date, which will require either (a) sale of an interest in the Hotel or the Debtor; or (b) a new loan. Cheyenne Hotels said the so-called Goforth Creditors have agreed to subordinate the payment of their Claim to a refinancing of the Colorado East Bank & Trust Secured Claim. Cheyenne Hotels said it will not be necessary to pay the Goforth Claims in full at the time the Colorado East Bank & Trust Claim is satisfied. A copy of the Disclosure Statement is available at no extra charge at http://bankrupt.com/misc/CHEYENNEHOTELSds.pdf About Cheyenne Hotel Investments Cheyenne Hotel Investments LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011, disclosing assets of $12,912,702 and liabilities of $8,074,325 as of the Petition Date. Thomas F. Quinn, Esq., represents the Debtor as counsel. Cheyenne Hotel Investments, LLC, owns a property consisting of a 104 room hotel located in Colorado Springs, and known as Homewood Suites by Hilton. CIDRA METALLIC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Cidra Metallic Caske Inc. PO BOX 177 Carr. 172 Km. 7.9 Bo. Certeneja Cidra, PR 00739 Case No.: 14-01751 Chapter 11 Petition Date: March 6, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Mildred Caban Flores Debtor's Counsel: Fausto David Godreau Zayas, Esq. LATIMER, BIAGGI, RACHID & GODREAU LLP PO BOX 9022512 San Juan, PR 00902-2512 Tel: 787-724-0230 Email: dgodreau@LBRGlaw.com Total Assets: $1.96 million Total Liabilities: $1.66 million The petition was signed by Edwin Cotto Rodriguez, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-1751.pdf CLASSIFIED VENTURES: Consortium Seeks to Sell Cars.com for $3B -------------------------------------------------------------- William Launder, Dana Mattioli and Mike Spector, writing for The Wall Street Journal, reported that a group of newspaper publishers has put the cars.com online marketplace up for sale for as much as $3 billion, hoping to cash in on booming values for e-commerce sites, people familiar with the plans said. Moelis & Co., which is advising the Classified Ventures publishers consortium on the sale, already has begun discussions with potential bidders, which are expected to include private-equity firms and strategic investors, the Journal said, citing the people familiar with the matter. The consortium's owners are Gannett Co., which owns around 27% of Classified Ventures; Los Angeles Times publisher Tribune Co.; Dallas Morning News publisher A.H. Belo Corp.; Miami Herald owner McClatchy Co.; and Graham Holdings Co., the former owner of the Washington Post. The Journal, further citing the people familiar with the matter, said it is also possible that one of the publishers could raise its stake or buy out the others. Gannett, for instance, has signaled that it could raise or sell its stake, depending on the price, according to two people familiar with the company's thinking. If a deal is struck, it effectively would unwind Classified Ventures, an online ad-listings firm, the Journal said. Classified Ventures last week said it planned to sell its other main property, apartments.com, to CoStar Group Inc. for $585 million, the Journal related. Cars.com generates around $400 million to $500 million in revenue a year, the Journal said, citing a person familiar with the site. But a new owner potentially could tap roughly an additional $200 million annually. COLOR STAR: April 14 Hearing on Employment of Brad Walker as CRO ---------------------------------------------------------------- The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas will convene a hearing on April 14, 2014, at 3:30 p.m., to consider the request of Color Star Growers of Colorado, Inc., et al. to (i) employ Brad Walker, LLC, and Brad Walker to provide management and restructuring services to the Debtors; and (ii) designate Mr. Walker as chief restructuring officer. The Debtors filed employment papers on Feb. 24. According to the Debtor, the proposed employment of Mr. Walker is critical to the Debtors' operations and is in the best interests of creditors and the estates. Mr. Walker began his relationship with the Debtors on Sept. 18, 2013, while he was employed by Scouler & Company, and has worked with the Debtors preparing their bankruptcy filings and negotiating with the Debtors' creditors. Mr. Walker will be responsible, along with Debtors' counsel, for communicating with creditors, interest holders, and the Court and formulating a plan of reorganization. Mr. Walker will be responsible for: -- overseeing the Debtors wind down of cash and expenditures; -- assisting with the collection of the Debtors' remaining accounts receivable, insurance proceeds and other cash deposits; -- overseeing the dissolution/liquidation of the remaining business operations/assets; and -- assisting the Debtors in maintaining, reporting and updating weekly cash flow. Mr. Walker told the Court that his hourly rate is $250, and the professionals working and assisting in the preparation of Monthly Operating Reports will be compensated at an hourly rate of $125. He will also be reimbursed for actual and necessary expenses. To the best of the Debtors' knowledge, the firm and Mr. Walker are "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. About Color Star Color Star, a grower and wholesaler of flowers and nursery stock with greenhouses and distribution centers in Colorado, Missouri and Texas, filed for Chapter 11 bankruptcy protection in December 2013. Color Star Growers of Colorado, Inc., and two affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13- 42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas. The petitions were signed by Brad Walker, chief restructuring officer. The Debtors estimated assets of at least $10 million and liabilities of at least $50 million. Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, serve as the Debtors' counsel. SSG Advisors, LLC provides investment banking services, and UpShot Services LLC serves as claims, noticing and balloting agent. The Official Committee of Unsecured Creditors appointed in the Debtors' cases retained Gavin/Solmonese, LLC as financial advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq., Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt Kopf & Harr, PC as attorneys. COLOR STAR: Cash Collateral Hearing on March 17 ----------------------------------------------- The Bankruptcy Court issued an order continuing until March 17, 2014, at 3:30 p.m., the hearing to consider the motion filed by the Official Committee of Unsecured Creditors for reconsideration of the interim order authorizing Color Star Growers Of Colorado, Inc., et al. to use cash collateral. As reported in the Troubled Company Reporter on Jan. 6, 2014, the Debtors intend to use approximately $2.5 million during the interim period to continue their operations and to continue planting crops for spring 2014. The Committee said in a filing dated Jan. 22, 2014, that it supports the Debtors' continued use of cash collateral on reasonable terms and the provision to lender Regions Bank of appropriate forms of adequate protection under the circumstances. Those "terms, however, should not be permitted to unnecessarily limit other creditors' basic protections under the Bankruptcy Code. The Committee asserts that due to the fact that the First Interim Order is only interim in nature and entered prior to the appointment of the Committee, that its provisions are not binding on the Committee or other parties-in-interest prior to a final hearing and entry of a final order. The Lender has asserted repeatedly that all provisions of the First Interim Order are final and binding on all parties in interest. In particular, the Lender asserts that certain provisions in the First Interim Order provide it an automatic adequate protection claim. Such a claim would attach to assets not currently the collateral of the Lender," said Raymond J. Urbanik, Esq., at Munsch Hardt Kopf & Harr, P.C., the attorney for the Committee. On Jan. 8, 2014, the Court held a second interim hearing on the motion for cash collateral use. Since that hearing, the parties have been unable to agree on the wording of the terms of a second interim cash collateral order. On Jan. 28, 2014, the Committee filed a supplemental objection to the Debtors' motion for authorization to use cash collateral, saying that despite that the First Interim Order was requested and obtained on an emergency basis, the First Interim Order was not served on estate parties and parties in interest until Jan. 7, one day after the budget period encompassed under the First Interim Order had already expired. "Notwithstanding that the First Interim Order was entered on an emergency, interim basis, the prepetition lenders, recognizing that they may not be entitled on a final basis to certain of the relief set forth in the First Interim Order, have taken the position that this Court cannot revisit and reconsider on a final basis the provisions of the First Interim Order, at least through Jan. 6, 2014, the period covered under the First Interim Order," Mr. Urbanik stated in the Jan. 28 court filing. Regions Bank, as administrative agent acting for and on behalf of Regions and Comerica Bank, responded to the Committee's challenge to the Debtors' use of cash collateral. Regions Bank said that, among other things: 1. the Committee's request for reconsideration of the interim order authorizing the use of cash collateral is inappropriate; 2. the catch-all provision of Fed.R.Civ.P. Rule 60(b) is inapplicable in the case; and 3. the Committee's objections to the request to use cash collateral lack merit and must be denied. About Color Star Color Star Growers of Colorado, Inc. -- Color Star, a grower and wholesaler of flowers and nursery stock with greenhouses and distribution centers in Colorado, Missouri and Texas -- and two affiliates sought Chapter 11 protection (Bankr. E.D. Tex. Case Nos. 13-42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas. The petitions were signed by Brad Walker, chief restructuring officer. The Debtors estimated assets of at least $10 million and liabilities of at least $50 million. Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne Sewell LLP, serve as the Debtors' counsel. SSG Advisors, LLC provides investment banking services, and UpShot Services LLC serves as claims, noticing and balloting agent. The Official Committee of Unsecured Creditors appointed in the Debtors' cases retained Gavin/Solmonese, LLC as financial advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq., Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt Kopf & Harr, PC as attorneys. COMARCO INC: Appoints Chief Accounting Officer ---------------------------------------------- Janet Nguyen Gutkin was appointed as Comarco, Inc.'s chief accounting officer. Ms. Gutkin will carry out her responsibilities as the Company's chief accounting officer pursuant to the terms of an Agreement for Consulting Services with the Company, dated effective Jan. 16, 2014. The Agreement, which is terminable by either party upon 30 days written notice, provides that Ms. Gutkin will be an independent contractor of the Company and will receive compensation of $8,750 per month. In connection with her appointment as chief accounting officer, the Company also entered into an Indemnification Agreement with Ms. Gutkin, dated effective Feb. 21, 2014, pursuant to which, among other things, the Company agrees to provide Ms. Gutkin with usual and customary indemnification rights. Ms. Gutkin has served as chief financial officer of New Asia Partners, an international private equity group focused on emerging growth stage companies, since September 2011. Prior to NAP, Ms. Gutkin served as senior vice president and corporate controller of Quality Systems, Inc., a developer of medical and dental practice management software from November 2004 to September 2011. About Comarco Inc. Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO) -- http://www.comarco.com/-- is a provider of innovative, patented mobile power solutions that can be used to power and charge notebook computers, mobile phones, and many other rechargeable mobile devices with a single device. Comarco disclosed a net loss of $5.59 million on $6.33 million of revenue for the year ended Jan. 31, 2013, as compared with a net loss of $5.31 million on $8.06 million of revenue for the year ended Jan. 31, 2012. As of Oct. 31, 2013, the Company had $2.39 million in total assets, $9.78 million in total liabilities and a $7.39 million total shareholders' deficit. Squar, Milner, Peterson, Miranda & Williamson, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses and negative cashflow from operations, has negative working capital and uncertainties surrounding the Company's ability to raise additional funds. These factors, among others, raise substantial doubt about its ability to continue as a going concern. CST BRANDS: Store Sales No Impact on Moody's 'Ba2' CFR ------------------------------------------------------ Moody's Investors Service said that CST Brands, Inc.'s announcement that it has identified approximately 100 stores in the U.S. that are candidates for sale has no immediate impact on the company's Ba2 Corporate Family rating or its stable ratings outlook. The company has engaged an outside consultant to market these properties and the proceeds of any sales will be reinvested into the growth of company. The principal methodology used in rating CST Brands, Inc. was the Global Retail Industry Methodology published in June 2011. CST Brands, Inc. is one of the largest independent retailers of motor fuels and convenience merchandise in North America. The company operates approximately 1,900 store locations throughout the Southwestern U.S. and Eastern Canada. DETROIT, MI: Reaches $120-Mil. Loan Deal with Barclays ------------------------------------------------------ The City of Detroit filed with the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, a proposed final order approving the postpetition financing deal it entered into with Barclays Capital, Inc., as lender. Reuters said the agreement with Barclays for a $120 million loan that would allow it to invest in services and speed its path out of bankruptcy. The deal comes after the judge overseeing Detroit's historic bankruptcy case rejected a $350 million loan that would have raised $230 million for the city to end interest rate swaps. Those swaps were used to hedge interest rate risk on some Detroit pension debt. In rejecting the $350 million loan, Judge Rhodes ruled that Michigan state law prevented pledging casino tax revenue to secure the Barclays loan, given how loan proceeds were to be used, Bill Rochelle, the bankruptcy columnist for Bloomberg News, said. Now that the swap-termination agreement will cost only $85 million and can be paid in installments, Detroit no longer needs to borrow from Barclays to pay off swap liability, Mr. Rochelle said. The key change to the structure of the financing as proposed in the Financing Documents is the collateral securing the Amended QOL Financing, which will consist of (i) the Pledged Income Tax Revenues, and (ii) Asset Proceeds Collateral. The Collateral, according to papers filed in Court, is less than that offered by the City to Barclays in connection with the initial $350 million financing. Additionally, Asset Proceeds Collateral expressly excludes assets owned by the City, or assets in which the City holds an interest, which are held by the Detroit Institute of Arts. Reuters said the city said it had reached a new agreement with Merrill Lynch Capital Services and UBS AG to end the swaps for $85 million. Two prior proposed deals with bigger price tags were rejected by U.S. Bankruptcy Judge Steven Rhodes. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Daniel M. McDermott, U.S. Trustee for Region 9, on Dec. 23, 2013, appointed five creditors to serve on the Official Committee of Unsecured Creditors. DETROIT, MI: Plan-related Hearing Pushed a Month Later ------------------------------------------------------ Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, pushed the plan-related hearing for the City of Detroit a month later to July. Bill Rochelle, the bankruptcy columnist for Bloomberg News, related that Judge Rhodes previously intended to hold the last phase of the confirmation process on June 16 to decide disputed fact issues regarding the City's debt-adjustment plan. On March 6, Judge Rhodes signed an amended order establishing procedures and deadlines relating to the Plan of Adjustment and scheduled a July 16, 2014, at 9:00 a.m., as the date and time for the commencement of the hearing on plan confirmation. Additional confirmation hearing dates, as necessary, will be July 17-18, 21- 25, 28-31 and August 1, 2014. The confirmation hearings follow a July 14 final pretrial conference. Judge Rhodes set April 1 as the deadline for parties-in-interest to file objections to the proposed disclosure statement. The City has until April 8 to file one combined response to all of the timely objections to the proposed disclosure statement. April 14 will be the date of the hearing on any unresolved objections to the disclosure statement and a status conference regarding the plan confirmation process. June 30 is the deadline for plan voting, for individual bondholders and individual retirees to file objections to the plan, and to complete expert depositions. July 7 is the deadline for any party that filed a timely objection to the plan to file a supplemental objection, but only to the extent that discovery or the results of plan voting give rise to additional or modified objections to the plan. 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. ECO BUILDING: Incurs $2.4 Million Net Loss in Dec. 31 Quarter ------------------------------------------------------------- Eco Building Products, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.44 million on $316,347 of total revenue for the three months ended Dec. 31, 2013, as compared with a net loss of $3.97 million on $1.36 million of total revenue for the same period in 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.79 million in total assets, $17.44 million in total assets, $15.64 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/BzFarf 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. 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. EDISON MISSION: March 11 Hearing on Bid to Estimate EIX Claims -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois will hold a hearing on March 11, 2014, at 10:30 a.m. to consider Edison Mission Energy, et al.'s motion to estimate disputed claims. The hearing was initially set for Feb. 4, 2014. It was continued on Feb. 13, 2014. As reported by the Troubled Company Reporter on Jan. 17, 2014, the Debtors asked the Court for a prompt estimation of certain proofs of claim filed by the Debtors' parent Edison International and its non-debtor affiliates, including Southern California Edison, Edison Mission Group, and Mission Energy Holding Company, for the purposes of limiting the amount the Debtors must allocate in reserve for these contingent, unliquidated claims, setting the maximum amount for allowance on account of the claims, for voting purposes, and for distributions. Specifically, the Debtors asked the Court to (a) estimate the EIX Pension Claims, the EIX Other Benefit Plan Claims, and the PBGC Claims at $0; and (b) order that no amounts shall be reserved on account of these claims. The Debtors also said related proofs of claim filed by the Pension Benefit Guaranty Corporation, and the Internal Revenue Service be estimated at $0. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME's Joint Plan of Reorganization provides for the sale of all or substantially all of Debtors MWG, EME, and Midwest Generation EME, LLC, will be sold to NRG Energy, Inc. ELBIT IMAGING: Recognizes NIS 1.6BB Gain From Debt Restructuring ---------------------------------------------------------------- Elbit Imaging Ltd. said that as a result of the closing of the plan of arrangement among the Company and its unsecured financial creditors on Feb. 20, 2014, the Company will recognize gain in the first quarter of 2014 in the total amount of approximately NIS 1.6 billion (approximately US$ 457 million). Furthermore, as a result of the Debt Restructuring, the Company's shareholders' equity will increase in the total amount of approximately NIS 1.9 billion (approximately US$ 544 million). Compliance with NASDAQ Listing Rules Further to the Company's announcement on Dec. 5, 2013, that it has received notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC that the Company has ceased to comply with Nasdaq Listing Rule 5450(b)(1)(A) requiring companies listed on the Nasdaq Global Select Market to maintain a minimum of US$10,000,000 in shareholders' equity, the Company announced that it has regained compliance with the Listing Rule, as a result of the closing of the Debt Restructuring and the Shareholders Equity Increase. Nasdaq will continue to monitor the Company's ongoing compliance with the shareholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, then in that event, it may be subject to delisting. About Elbit Imaging Ltd. Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. The Company's balance sheet at Sept. 30, 2013, showed NIS4.83 billion in total assets, NIS4.96 billion in total liabilities and a NIS122.24 million shareholders' deficiency. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors - - and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELBIT IMAGING: Avram Z. Friedman Owns 14% of Ordinary Shares ------------------------------------------------------------ In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Avram Z. Friedman and his affiliates disclosed that as of Feb. 21, 2014, they beneficially owned 77,897,600 Ordinary Shares of Elbit Imaging Ltd. representing 14.08 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/AYk8a6 About Elbit Imaging Ltd. Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. The Company's balance sheet at Sept. 30, 2013, showed NIS4.83 billion in total assets, NIS4.96 billion in total liabilities and a NIS122.24 million shareholders' deficiency. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors - - and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. EMERITO ESTRADA: Creditor Seeks Case Dismissal ---------------------------------------------- Secured creditor Tenerife Real Estate Holdings LLC has asked the Bankruptcy Court to dismiss the Chapter 11 case of Emerito Estrada Rivera - Isuzu De PR, Inc., pursuant to the Court's order dated Feb. 4, 2014. Tenerife asserted that the Debtor made no payments to creditors and provided no disclosure statement or a proposed plan despite requesting, and being granted, multiple extensions of time to do so. Tenerife added that the Debtor's action in failing to prosecute the Chapter 11 petition make it apparent that the bankruptcy filing was done in bad faith and to circumvent the rights of creditors who had commenced a foreclosure action against the Debtor. On Feb. 4, 2014, Bankruptcy Judge Enrique S. Lamoutte Inclan issued an order directing the Debtor to file a Disclosure Statement and Plan, and upon failure to do so, the case will be dismissed, as requested by Tenerife. On Feb. 24, the Court ordered the Debtor to file its reply within 14 days to Tenerife's motion requesting the court to enter judgment dismissing the case, with prejudice. Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, on behalf of the Debtor, responded to Tenerife's motion stating that the only difference with the Debtor's consent to dismiss case is that Tenerife requested a judgment with prejudice. However, it failed to cite a single provision of the Bankruptcy Code or case law to justify such a remedy. The Court granted the Debtor's motion for an extension of the period to file its chapter 11 plan. The Debtor said it needed more time to finalize or perfect the lease agreements that will generate the funds need to fuel a plan of reorganization. Tenerife objected to the request, stating that the Debtor, despite being granted ample time to file the required disclosure statement and plan of reorganization, has failed to do so to the detriment of the creditors. FDIC-R Seeks to Foreclose Creditor and party-in-interest Federal Deposit Insurance Corporation, as receiver of R-G Premier Bank, has filed papers with the Bankruptcy Court seeking relief from the automatic stay in the Chapter 11 case of Emerito Estrada Rivera-Isuzu De P.R., Inc., to foreclose upon its liens against the Santa Maria and Torremolinos properties pledged as collateral by EER-IPR. According to the FDIC's papers filed in January, R-G granted a line of credit in the principal amount of $2,100,000 to borrower, Juan Almeida-Leon, on April 11, 2007. The loan accrued interest at a fluctuating rate based upon the rate set by Citibank N.A. in the city of New York, N.Y., until complete payment of the debt. A further 2% in default interest was to be charged in case of default. The loan to Almeida went into default and on Dec. 18, 2012, FDIC-R filed a complaint for collection of the loan and execution of pledge and the mortgage notes against EER-IPR and Juan Almeida in the U.S. District Court for the District of Puerto Rico. The total amount owed to the FDIC-R under the loan agreement and note is $2,543,297 as of June 4, 2013. The debt is guaranteed by the mortgage notes issued by EER-IPR. FDIC-R asserts that its collateral is not being adequately protected, EER-IPR has no equity in the properties sought to be foreclosed, and the properties are not necessary to an effective reorganization. Thus, FDIC-R is entitled to relief from the stay pursuant to either Section 362(d)(1) or Section 362(d)(2). About Emerito Estrada Emerito Estrada Rivera Isuzu De PR Inc., a car dealer in Puerto Rico, filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case No. 13-04608) in Old San Juan, on June 4, 2013. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, serves as counsel. The Debtor says its sole asset is a real property is worth $16.5 million. It has $8.68 million in liabilities, of which $8.1 million is secured. The Debtor disclosed $23,860,000 in assets and $16,285,186 in liabilities as of the Chapter 11 filing. EMPIRE DIE: To Change Case Caption to "E.D.C. Liquidating" ---------------------------------------------------------- Empire Die Casting Co., Inc., asks the U.S. Bankruptcy Court for the Northern District of Ohio for approval to change the case caption to E.D.C. Liquidating, Inc. (f/k/a Empire Die Casting Co., Inc.) to reflect the change in the corporate name. On Dec. 19, 2013, the Court approved the sale of substantially all of the Debtor's assets to American Light Metals, LLC, the designee of SRS, as the successful bidder at the Dec. 18 auction. In connection with the sale, the Debtor sold its name, Empire Die Casting Co, Inc., to ALM. The sale closed on Dec. 31, 2013. About Empire Die Macedonia, Ohio-based Empire Die Casting Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 13-52996) on Oct. 16, 2013. The Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. The petition was signed by Robert Hopkins, president. The case is before Judge Marilyn Shea-Stonum. The Debtor is represented by Marc B. Merklin, Esq., and Kate M. Bradley, Esq., at Brouse McDowell, LPA, in Akron, Ohio. The Official Committee of Unsecured Creditors is represented by Freeborn & Peters LLP. FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at McDonald Hopkins LLC, in Cleveland, Ohio. ENDEAVOUR INTERNATIONAL: Talisman Nominates 2 Directors to Board ---------------------------------------------------------------- Talisman Realty Capital Master, L.P., and its affiliates sent a letter to the Board of Directors, the Governance and Nominating Committee of the Board of Directors and the Secretary of Endeavour International Corporation nominating Jason Taubman Kalisman and William David Lancaster as candidates for the Board of Directors of the Company. Talisman Realty Capital Master, L.P., and its affiliates beneficially owned 7,620,570 shares of common stock of Endeavour International representing 15.61 percent of the shares outstanding as of Feb. 20, 2014. A copy of the regulatory filing as filed with the U.S. Securities and Exchange Commission is available for free at: http://is.gd/GwuIT2 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. ENVISION SOLAR: Inks Consulting Agreement with Cronus ----------------------------------------------------- Envision Solar International, Inc., entered into a consulting agreement with Cronus Equity LLC, to be effective as of Feb. 1, 2014. Paul Feller, a director of Envision, is a managing partner of Cronus and the individual performing such professional services on behalf of Cronus. The Consultant's services will be rendered in the area of business development, fundraising and the evaluation of asset acquisition for Company and will be done at the direction of the CEO. In addition, the Consultant will use best efforts to assist with existing Company related business. In consideration for providing these services to the Company, Cronus will receive a monthly fee amounting to $10,000 unless that amount is otherwise jointly agreed by the parties. Cronus may also be asked to perform additional services as it relates to the raising of capital by the Company, and if so, will be compensated with additional consulting fees that will be mutually agreed to by the parties. A copy of the Consulting Agreement is available for free at http://is.gd/XqHxd0 About Envision Solar Envision Solar International, Inc., is a developer of solar products and proprietary technology solutions. The Company focuses on creating high quality products which transform both surface and top deck parking lots of commercial, institutional, governmental and other customers into shaded renewable generation plants. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $2.07 million on $237,810 of revenues as compared with a net loss of $1.81 million on $617,827 of revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $1.13 million in total assets, $3.10 million in total liabilities, all current, and a $1.96 million total stockholders' deficit. "As reflected in the accompanying unaudited condensed consolidated financial statements for the nine months ended September 30, 2013, the Company had net losses of $2,078,745. Additionally, at September 30, 2013, the Company had a working capital deficit of $2,073,269, an accumulated deficit of $26,900,933 and a stockholders' deficit of $1,964,668. These factors raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended Sept. 30, 2013. EURAMAX INTERNATIONAL: Appoints Hugh Sawyer as Interim President ---------------------------------------------------------------- Euramax Holdings, Inc., appointed Hugh Sawyer as interim president of the Company effective Feb. 18, 2014, pursuant to an agreement entered into by the Company with Huron Consulting Services LLC on Feb. 22, 2014. The Agreement provides that Huron will make Mr. Sawyer available to serve as the interim president of the Company and Mr. Sawyer will be responsible for the overall management of the Company's operations, including leading the verification and implementation of certain financial, operational and strategic matters assigned by the Company's Board of Directors. Mr. Sawyer will report directly to the Board. In connection with Mr. Sawyer being appointed as the Company's interim president, Michael Lundin stepped down as interim president and chief executive officer effective Feb. 18, 2014. Mr. Lundin will continue to serve as the Chairman of the Board. The Agreement provides that the Company will pay Huron for Mr. Sawyer's services on an hourly basis based on the actual hours that he works at a rate of $750 per hour (which may be adjusted from time to time), subject to the caps for aggregate billing. Huron will also bill the Company for typical and reasonable out- of-pocket direct expenses actually incurred by Mr. Sawyer (and other personnel made available by Huron pursuant to the Agreement); subject to the Company's travel and business expense policy. The Agreement provides that, during the initial ten-week period of the Agreement, the hourly billing for all individuals providing services under the Agreement is capped at $250,000 per month, with an aggregate cap during the ten-week period of $625,000. There is no cap on out-of-pocket direct expenses at any time or on hourly billing following the initial ten-week consulting period. While providing services pursuant to the Agreement, Mr. Sawyer will be entitled to the same paid time off as he would receive if he were an employee of the Company, subject to certain limitations, and the Agreement provides that the Company will indemnify Mr. Sawyer in a manner no less favorable than the Company indemnifies its other directors and officers. The Board may terminate the Agreement at any time without notice or penalty subject to the payment of any earned, but unpaid, fees or incurred expenses and Huron may terminate the Agreement for any reason on 30 days' prior written notice. Mr. Sawyer, 59, has been a managing director of Huron Consulting Group Inc. since January 2010. He leads the Operational Improvement Service Line for Huron's Business Advisory Practice. From August 2007 through January 2010, Mr. Sawyer served as President of Legendary Inc., a premier developer and operator of hospitality, resort, retail, marine and real estate businesses. He has more than 35 years of experience leading operational improvements, turnarounds and mergers and acquisitions for both public and private companies across a diverse group of industries. He has served as the president or chief executive officer of seven companies, including JHT Holdings Inc., Allied Holdings Inc., Aegis Communications Group Inc., National Linen Service Inc., The Cunningham Group Inc., and Wells Fargo Armored Service Corporation. Since 2012 Mr. Sawyer has served as a Director of Edison Mission Energy Inc. and JHT Holdings Inc. Mr. Sawyer has served as a Director of Energy Future Competitive Holdings Company LLC and Texas Competitive Electric Holdings Company LLC since 2013. He has previously served as a Director of Allied Holdings Inc., Paradise Island Holdings Limited, Neff Equipment Rental Corporation, Hines Horticulture Inc., Spiegel Inc., Aegis Communications Group Inc., International Computex Inc., Phoenix Communications Inc., and Guardian Armor, Inc. A copy of the Agreement is available for free at: http://is.gd/2n5D0f About Euramax Based in Norcross, Georgia, Euramax International, Inc., is a leading international producer of aluminum, steel, vinyl and fiberglass products for original equipment manufacturers, distributors, contractors and home centers in North America and Western Europe. The Company was acquired for $1 billion in 2005 by management and Goldman Sachs Capital Partners. Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.), United Kingdom (Ellbee Limited and Euramax Coated Products Limited), and The Netherlands (Euramax Coated Products B.V.), and France (Euramax Industries S.A.). The Company reported a net loss of $62.71 million in 2011, a net loss of $38.54 million in 2010, and a net loss of $85.62 million in 2009. The Company's balance sheet at Sept. 27, 2013, showed $619.64 million in total assets, $716.98 million in total liabilities and a $97.34 million total shareholders' deficit. * * * As reported by the TCR on Dec. 13, 2012, Moody's Investors Service downgraded Euramax International, Inc.'s corporate family rating and probability of default rating to Caa2 from Caa1. The downgrade reflects Moody's expectation that the turmoil in global financial markets and weakness in Europe will continue to hamper Euramax's revenues and operating margins as well as weaken key credit metrics. As reported by the TCR on July 30, 2009, Standard & Poor's Ratings Services raised its ratings on Norcross, Georgia-based Euramax International Inc., including the long-term corporate credit rating, to 'B-' from 'D'. "The ratings upgrade reflects the company's highly leveraged, although somewhat improved, financial risk profile following a recent out-of-court restructuring," said Standard & Poor's credit analyst Dan Picciotto. "As a result of the restructuring, Euramax's second-lien debtholders received equity and about half of its new $513 million of first-lien debt is pay-in-kind, providing some cash flow benefit," he continued. EVENT RENTALS: March 14 Hearing to Approve Incentive Plans ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on March 14, 2014, at 10:00 a.m., to consider Event Rentals Inc., et al.'s motion to approved a key employee incentive plan and key employee retention plan. The Debtor also requested to file under seal the participant information in connection with the motion. According to the Debtors, (i) the KEIP will incentivize certain key employees to work towards a successful sale of the Debtors' assets at a specified level and to preserve and enhance the Debtors' financial condition through the course of the sale process; and (b) the KERP to assist the Debtors in retaining the employees necessary to maintain business operations and fulfill their obligations as debtors-in-possession while the endeavor to maximize value through a successful sale process. The KERP utilizes a retention pool of approximately $260,000, funded by the Debtors' postpetition lenders, and provides for each KERP participant to receive a retention bonus equal to between 7% and 22% of such KERP Participant's annual base pay. Importantly, the KERP Payments will be made only to those KERP participants who remain employees of the Debtors and in good standing until the closing of the sale. A copy of the terms of the KEIP and KERP is available for free at http://bankrupt.com/misc/EVENTRENTALSkeyemployeeterms.pdf EVENT RENTALS: March 14 Hearing on Employment of Fox Rothschild --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on March 14, 2014, at 10:00 a.m., to consider Event Rentals Inc., et al.'s bid to employ Fox Rothschild LLP as c-counsel. Fox Rothschild has advised the Debtors that it intends to work with lead counsel to the Debtors White & Case LLP, to ensure that there is no unnecessary duplication of services performed or charged to the Debtors' estates. Jeffrey M. Schlerf, Esq., a partner at Fox Rothschild, tells the Court the prepetition, the firm received a retainer in the total amount of $25,000 from the debtors. Mr. Schlerf assures the Court that Fox Rothschild is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Event Rentals Event Rentals Inc., the largest event-rental provider in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-bk-10282) on Feb. 13, 2014. Event Rentals, which sought bankruptcy protection with affiliates, including Classic Midwest, Inc., has 39 locations across 22 markets. The company has the largest offering of event equipment, value-added event services, and temporary structure assets, and provide services for over 145,000 events for approximately 55,000 customers annually. The company taps 2,500 employees throughout the year and has total annual revenues of $235 million. Assets were listed for $148 million, with debt of $246 million. The Debtors owe $175 million in outstanding principal under a senior secured credit agreement; $36 million in outstanding principal under certain unsecured and subordinated liquidity notes; $5.5 million in outstanding principal under certain unsecured and subordinated seller financing relating to business acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6 million. The Debtors have tapped Fox Rothschild LLP as local counsel; White & Case LLP as bankruptcy counsel; Jefferies LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. A seven-member official committee of unsecured creditors has been appointed in the case. The Debtors sought bankruptcy protection as they seek a new owner to take over the business. Existing lenders led by Ableco Finance LLC, as administrative agent, have agreed to finance the bankruptcy with a DIP financing facility of up to $20 million. The DIP facility requires the Debtors to: -- hold an auction, if necessary, on or prior to 67 calendar days after the Petition Date at 10:00 a.m.; -- obtain approval of the sale to the winning bidder on or prior to 75 calendar days after the Petition Date; and -- close a deal with the winning bidder within 105 calendar days after the Petition Date. EVENT RENTALS: Hiring Jefferies LLC as Investment Banker -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on March 14, 2014, at 10:00 a.m., to consider Event Rentals Inc., et al.'s bid to employ Jefferies LLC as investment banker. Prior to the Petition Date, in connection with an engagement letter dated Aug. 12, 2013, the Debtors engaged Jefferies to provide general investment banking services in connection with the Debtors' attempts to effect transaction to maximize the value of their business, including the pursuit of sale of the Debtors. Jefferies will, among other things: -- advise the Debtors of the current state of restructuring market; -- assist and advise the Debtors in developing a general strategy for accomplishing a restructuring or sale of the Debtors; and -- participate in negotiations with creditors and other parties in connection with any restructuring or sale of the Debtors. During the 90 days prior to the Petition Date, Jefferies received from the Debtors, a total of $225,000 in monthly fees and $55,263 in expense reimbursements. The Debtors do not owe Jefferies any amount for any services performed or expenses incurred prior to the Petition Date. Richard S. Klein, managing director of Jefferies, told the Court that Jefferies' fee and expense structure provides for: 1. a monthly fee equal to $125,000 until the expiration of the engagement letter; 2. a restructuring fee equal to $1.5 million plus 1.5 percent of any debt securities or equity securities purchased or place in connection with the restructuring; 3. a transaction fee equal to $1.75 million plus (i) 2 percent of transaction value that is greater than $150 million and less than or equal to $175 million; and (ii) an additional 3 percent of that portion of transaction value greater than $175 million of the Bankruptcy Code will be considered and treated as a restructuring and will entitle Jefferies to a restructuring fee; and 4. promptly upon closing of a financing (a) involving debt securities, a fee equal to 3 percent of the aggregate principal amount of the debt securities, (b) involving debt securities, and (c) involving equity securities, a fee equal to 5.5 percent of the aggregate gross proceeds received from the sale of the equity securities. To the best of the Debtors' knowledge, Jefferies is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Event Rentals Event Rentals Inc., the largest event-rental provider in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-bk-10282) on Feb. 13, 2014. Event Rentals, which sought bankruptcy protection with affiliates, including Classic Midwest, Inc., has 39 locations across 22 markets. The company has the largest offering of event equipment, value-added event services, and temporary structure assets, and provide services for over 145,000 events for approximately 55,000 customers annually. The company taps 2,500 employees throughout the year and has total annual revenues of $235 million. Assets were listed for $148 million, with debt of $246 million. The Debtors owe $175 million in outstanding principal under a senior secured credit agreement; $36 million in outstanding principal under certain unsecured and subordinated liquidity notes; $5.5 million in outstanding principal under certain unsecured and subordinated seller financing relating to business acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6 million. The Debtors have tapped Fox Rothschild LLP as local counsel; White & Case LLP as bankruptcy counsel; Jefferies LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. A seven-member official committee of unsecured creditors has been appointed in the case. The Debtors sought bankruptcy protection as they seek a new owner to take over the business. Existing lenders led by Ableco Finance LLC, as administrative agent, have agreed to finance the bankruptcy with a DIP financing facility of up to $20 million. The DIP facility requires the Debtors to: -- hold an auction, if necessary, on or prior to 67 calendar days after the Petition Date at 10:00 a.m.; -- obtain approval of the sale to the winning bidder on or prior to 75 calendar days after the Petition Date; and -- close a deal with the winning bidder within 105 calendar days after the Petition Date. EXIDE TECHNOLOGIES: Bernstein Shur Okayed as Fee Examiner's Atty ---------------------------------------------------------------- In the Chapter 11 case of Exide Technologies, the The United States Bankruptcy Court for the District of Delaware on February 18, 2014, approved the retention of Bernstein, Shur, Sawyer & Nelson, P.A. as counsel to the fee examiner nunc pro tunc as of January 28, 2014. As reported by the TCR on Feb. 18, 2014, Robert J. Keach, the fee examiner, requires Bernstein Shur to: (a) review the Fee Applications and related invoices for compliance with: - Sections 328, 329, 330 and 331 of the Bankruptcy Code, - Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), - Local Rule 2016-2 of the Local Rules for the U.S. Bankruptcy Court for the District of Delaware (the "Local Rules"), - the United States Trustee Guidelines for Reviewing Applications for Compensation & Reimbursement of Expenses filed under 11 U.S.C. Section 330 (28 C.F.R. Part 58, Appendix A) (the "UST Guidelines"), and - the Order Pursuant to Bankruptcy Code Section 105(a) and 331, Bankruptcy Rule 2016-2 Establishing Interim Compensation Procedures (the "Compensation Order" and together with the Local Rules and the UST Guidelines, the "Guidelines"); (b) assist the Fee Examiner in any hearings or other proceedings before the Court to consider the Fee Applications including, without limitation, advocating positions asserted in the reports filed by the Fee Examiner and on behalf of the Fee Examiner; (c) assist the Fee Examiner with legal issues raised by inquiries to and from the Retained Professionals and any other professional services provider retained by the Fee Examiner; (d) where necessary, attend meetings between the Fee Examiner and the Retained Professionals; (e) assist the Fee Examiner with the preparation of preliminary and final reports regarding professional fees and expenses; (f) assist the Fee Examiner in developing protocols and making reports and recommendations; and (g) provide such other services as the Fee Examiner may request. Bernstein Shur will be paid at these hourly rates: Robert J. Keach, Shareholder $525 Michael A. Fagone, Shareholder $385 David S. Anderson, Shareholder $365 Jennifer Rood, Shareholder $335 Maire C. Ragozzine, Associate $250 Will Hueske, Associate $225 Timothy McKeon, Associate $195 Roma N. Desai, Associate $185 Craig Nale, Associate $185 Bodie Colwell, Associate $185 Angela Stewart, Paralegal $155 Karla Quirk, Paralegal $150 Shareholders $525-$335 Associates $250-$185 Paraprofessionals $150-$155 Bernstein Shur will also be reimbursed for reasonable out-of- pocket expenses incurred. Robert J. Keach, shareholder of Bernstein Shur, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on Feb. 20, 2014, at 2:00 p.m. Objections were dude Feb. 12, 2014. Robert J. Keach, Esq. BERNSTEIN, SHUR, SAWYER & NELSON, P.A. 100 Middle Street, P.O. Box 9729 Portland, ME 04104-5029 Tel: (207) 774-1200 E-mail: rkeach@bernsteinshur.com About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. EXIDE TECHNOLOGIES: Committee Defends Bid to Hire Consultant ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Exide Technologies has filed with the Bankruptcy Court an omnibus reply to objections filed by various parties to its request to hire an economic consultant. Objections to the Committee's request have been filed by (i) the Debtor, (ii) the Unofficial Noteholder Committee, which also filed a joinder with the Debtor's Objection, and (iii) Wells Fargo Bank National Association, in its role as Indenture and Collateral Trustee. The Debtor and noteholders argued that the Committee lacked standing to conduct an investigation of lead price manipulation by the London Metal Exchange and warehousing firms. The objection also stated that the Debtor should be the one to conduct the investigation. The Committee argues that under 11 U.S.C. Sec. 1103(c )(2) it has both the power and the fiduciary duty to investigate potential avenues for asset valuation and monetization, including potential claims. The Committee cites 7 Collier on Bankruptcy at 1103.5[1][c] for the proposition that its investigative authority is "extremely broad" and it "may undertake whatever investigation is appropriate to enable it to fulfill its duty to monitor the operations of the debtor and participate in the formulation of the plan." The Committee argues that it has a right and duty to conduct investigations central to the Chapter 11 proceedings and to retain professionals, consultants and other agents to assist in carrying out its duties. Therefore the Application to retain the Economic Consultant should be granted. Additionally, the Committee argues that the Application should be granted because it will prevent the Debtor to belatedly take control of the investigation, make a delayed and half-hearted effort at it, and then conclude that insufficient information exists to pursue a claim. Counsel to the Official Committee of Unsecured Creditors are: MORRIS, NICHOLS, ARSHT & TUNNELL LLP Robert J. Dehney, Esq. Eric D. Schwartz, Esq. Erin R. Fay, Esq. 1201 North Market Street, Suite 1600 Wilmington, DE 19801 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 Email: rdehney@mnat.com eschwartz@mnat.com efay@mnat.com - and - LOWENSTEIN SANDLER LLP Kenneth A. Rosen, Esq. Sharon L. Levine, Esq. Paul Kizel, Esq. 65 Livingston Avenue Roseland, NJ 07068 Telephone: (973-597-2500 Facsimile: (973) 597-2400 - and - Gerald C. Bender, Esq. Jeffrey Blumenfeld, Esq. 1251 Avenue of the Americas New York, NY 10020 Telephone: (212) 262-6700 Facsimile: (212) 262-7402 About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. EZ MAILING SERVICE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: EZ Mailing Service, Inc. 1832 Executive Drive Indianapolis, IN 46241 Case No.: 14-01639 Chapter 11 Petition Date: March 7, 2014 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. James M. Carr Debtor's Counsel: David R. Krebs, Esq. TUCKER, HESTER, BAKER & KREBS, LLC One Indiana Square, Suite 1600 Indianapolis, IN 46204 Tel: 317-833-3030 Fax: 317-833-3031 Email: dkrebs@thbklaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Richard D. Jewett, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. FERRIS PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Ferris Properties, Inc. 818 S. Broom St. Wilmington, DE 19805 Case No.: 14-10491 Chapter 11 Petition Date: March 6, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtor's Counsel: David M. Klauder, Esq. O'KELLY ERNST & BIELLI, LLC 901 North Market Street, Suite 1000 Wilmington, DE 19801 Tel: 302-778-4000 Fax: 302-295-2873 Email: dklauder@oeblegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christina Krause, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/deb14-10491.pdf FISHER ISLAND: Court OKs Termination of Examiner Appointment ------------------------------------------------------------ The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida entered on March 5, 2014, an order granting the request of James S. Feltman, the court-appointed examiner for the bankruptcy estates of Fisher Island Investments, Inc., Mutual Benefits Offshore Fund, Ltd., and Little Rest Twelve, Inc., to be discharged from duties. Donald F. Walton, the U.S. Trustee for Region 21, appointed the Examiner in the involuntary cases. The court order for the appointment mandated that the Examiner conduct an investigation and issue a written report reflecting his findings. As part of the investigation, which identified and evaluated several case dispositive issues implicating a variety of transactions, the Examiner and his professionals gathered, analyzed documents provided by key parties and conducted a series of interviews with witnesses supplied by each of those parties. The Examiner and his professionals met with parties-in-interest, and solicited and reviewed written submissions from parties with respect to potential claims and ownership issues. The investigation was followed by the Examiner's filing of the report on Nov. 18, 2011. In his Jan. 23, 2014 court filing, the Examiner stated that while his primary substantive role concluded with the filing of the Examiner report, he and his professionals were forced to remain engaged in the Chapter 11 cases because two key constituencies refused to pay their court-directed portions of fees and expenses. Payment of the fees and expenses of the Examiner have now been resolved in accordance with an agreement reached between the Examiner, his professionals and the Redmond Alleged Debtors, through which an agreed amount of the outstanding fees and expenses of the Examiner and his professionals will be paid, and the Examiner and Professionals will seek no additional amounts. The Examiner and his professionals (i) are relieved from any duty to object, seek a protective order or otherwise respond to any requests for discovery or testimony; (ii) will retain all of the materials generated or obtained by them in connection with the investigation for at least two years from the March 5, 2014 court order, and thereafter, in their sole discretion, may dispose of all the materials; and (iii) will be entitled to advance payment, or security for payment or reimbursement, as determined by the Court, of any reasonable fees and expenses in connection with any cooperation, assistance, responses, or other services they provide pursuant to or relating to the court order, the investigation, the report, or the involuntary cases, other than to the United States. About Fisher Island Investments Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700 NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary Chapter 11 petition against Miami Beach, Florida-based Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on March 17, 2011. On the same date, involuntary Chapter 11 petitions were also filed against the Company's affiliates, Mutual Benefits Offshore Fund, LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve, Inc. (Bankr. S.D. Fla. Case No. 11-17061). Judge A. Jay Cristol presides over the case. The case was previously assigned to Judge Laurel M. Isicoff. Petitioning creditors are represented by Craig A. Pugatch, Esq., and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller, P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301. John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez & Castillo, P.A., represent Alleged Debtor Fisher Island Investments, Inc., as counsel. FISKER AUTOMOTIVE: March 21 Final Hearing on Wanxiang DIP Loan -------------------------------------------------------------- The Bankruptcy Court in Wilmington, Delaware, will hold a hearing March 21, 2014, at 11:00 a.m. in the Chapter 11 cases of Fisker Automotive Holdings, Inc., et al., to consider final approval of the DIP financing facility from Wanxiang America Corporation. At the hearing, the Court will also consider granting the Debtors final authority to use cash collateral. Fisker is seeking to obtain up to the principal amount of $10.50 million of postpetition financing from Wanxiang. At the hearing on March 6, the Court granted interim approval to the DIP finacing, which allowed Fisker to borrow an amount not to exceed $4.98 million through the date of entry of the Final Order. The Debtors also won interim permission to use cash collateral. The Wanxiang DIP facility replaces the DIP financing extended by Hybrid Technology, LLC. Pursuant to the DIP credit agreement, Wanxiang will include loans to be advanced and made available to the Borrowers in the aggregate maximum principal amount of $10.50 million, provided that: (i) from the date of entry of the Interim Order through and including March 31, 2014, the maximum principal amount of the DIP Commitment will be limited to $7.25 million -- Initial DIP Commitment; and (ii) the Debtors will have the right, subject to the satisfaction or waiver of the conditions precedent, to increase the maximum principal amount of the DIP Commitment from $7.25 million to $10.50 million for the period from March 31, 2014 through and including April 30, 2014 -- Additional DIP Commitment. At the onset of the bankruptcy case, Fisker sought to sell substantially all of its assets to Hybrid. The Committee blocked a private sale to Hybrid and convinced the Bankruptcy Court to hold an auction. The Committee had negotiated a deal with -- and full supported -- Wanxiang as buyer. Wanxiang and Hybrid competed at the auction. Wanxiang prevailed. On Feb. 17, Wanxiang filed a notice of an asset purchase agreement in connection with a successful bid, including Amendment No. 1, and the form of Amendment No. 2. The Court approved the sale to Wanxiang at the Feb. 18 hearing. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. A copy of the Wanxiang deal is available at no extra charge at: http://bankrupt.com/misc/Frisker_WanxiangSuccessfulBid.pdf On Feb. 21, 2014, Hybrid notified the Debtors that it has terminated its DIP Facility and declared that all principal of and accrued interest on the borrowings under the loan. Pursuant to the Interim Court Order, the Debtors are authorized to use the $4.98 million for working capital purposes, payment of interest and fees under the DIP Facility, and payment of the allowed costs and expenses of these Cases, in each case solely in accordance with an Approved Budget. All assets of the Debtors' estates are encumbered by security interests and liens of Wanxiang as DIP Lender pursuant to the Interim Order and the DIP Agreement. The DIP Collateral includes any and all rents, issues, products, offspring, proceeds and profits generated by any item of DIP Collateral. The DIP Collateral excludes 35% of the Borrower's equity interest in Fisker Automotive GmbH, the Borrower's wholly owned subsidiary organized under the laws of Germany. The Wanxiang DIP Facility and the Debtors' right to use Cash Collateral automatically terminate without further notice or court proceedings on the earlier of (i) March 31, 2014 -- Scheduled Maturity Date -- unless the Debtors have timely elected to make the so-called Additional DIP Commitment available in accordance, with the terms hereof, in which case the Scheduled Maturity Date will be April 30, 2014; (ii) the date of acceleration of any outstanding borrowings under the DIP Facility following the occurrence of an Event of Default; (iii) the first business day on which the Interim Order expires by its terms or is terminated, unless the Final Order has been entered and becomes effective prior thereto; (iv) conversion of either of the Cases to a case under chapter 7 of the Bankruptcy Code; (v) dismissal of either of the Cases; and (vi) the date on which the Closing Date (as defined in the APA) shall have occurred, provided that to the extent not already funded in full, items designated as "Restructuring Expenses" in the Approved Budget shall be fully funded by the DIP Lender on or prior to the Closing Date. A copy of the Interim DIP Order, including the BINDING COMMITMENT AND AGREEMENT FOR DIP FINANCING AND USE OF CASH COLLATERAL dated Feb. 28, is available at no extra charge at: http://bankrupt.com/misc/Frisker_InterimDIPOrderWanxiang.pdf About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker now has 21 employees. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. FOCUS LEARNING: Fitch Puts BB+ Rating on $9.3MM Bonds on Watch Neg ------------------------------------------------------------------ Fitch Ratings places the 'BB+' rating on $9.3 million in education revenue bonds issued by the Beasley Higher Education Finance Corporation on behalf of FOCUS Learning Academy, Incorporated (Academy, FLA, FOCUS) on Rating Watch Negative. Security The revenue bonds are secured by a pledge of FOCUS' gross revenues, a cash-funded debt service reserve and a mortgage on property and facilities. Key Rating Drivers Charter Renewal Pending: The Rating Watch Negative reflects Fitch's heightened concern relating to FLA's charter, which is currently pending renewal, but expired in July 2013. The renewal of the charter, which can be reasonably expected within the fiscal year (FY) would resolve the Rating Watch. Conversely, non-renewal or a less than full term renewal could result in a downgrade. Weak Financial Metrics: The 'BB+' rating continues to reflect the Academy's speculative grade financial metrics. FLA's two consecutive years of declining margins further diminish the school's balance sheet flexibility and result in a high debt to income measure and debt service coverage (DSC) below 1x for FY13. These credit characteristics remain speculative grade attributes for Fitch charters. Enrollment Challenges: The Academy's budgeted enrollment figures fell short of projected levels in two consecutive years resulting in a slimmer margin in FY12 and a negative margin for FY13. FLA adjusted their FY14 budgeted enrollment to reflect modest growth, which should enable improvement in operational results. Governance Lacks Independence: While demonstrating effective management, overlap between FOCUS' board of directors and day to day administration team weakens the independent oversight mechanism that Fitch's revised criteria expect to be present in an investment grade charter school. Rating Sensitivities Improvement In Operations And Coverage: The Academy's inability to stabilize margins and achieve DSC levels above 1x in the coming year could negatively affect the current rating. Standard Sector Concerns: A modest financial cushion, substantial reliance on state per pupil funding, and charter renewal risk are credit concerns common in all charter school transactions that, if pressured, could impact the rating over time. Debt Issuance: The incurrence of any additional debt prior to achieving enrollment growth and operational stability to support the debt, could pose negative rating pressure. Credit Profile Located in Dallas, TX Focus is a K-12 charter school that received its first charter in 1998 and started with an initial enrollment of 177 students in grades K-6. The Academy's instructional program includes its multi-sensory approach to education, which results in the development of specialized curricula for 'learning different' students. This cohort currently makes up approximately 20% of the student body. Enrollment Targets Adjusted For FY14 FLA's current enrollment of 871 students is better reflected in the budget compared to previous years where the Academy, based on historical successes, included rather optimistic enrollment expectations. FOCUS' waitlist, presented at the end of February 2014 included 69 students which is much weaker compared to fall waitlists noted in previous years that totaled more than twice the number. Fitch notes that FLA's previous expectations of growing enrollment by over 100 students every year predicated unsustainable cost structures that resulted in two years of increasingly negative financial operations. The Academy's ability to utilize closer to actual enrollment figures and budget appropriately could improve operations going forward. Operations Expected To Improve FOCUS is solely reliant on per pupil funding sources for its operating revenues. Fiscal 2014 results are expected to reflect slight state funding improvement as well as a modest uptick in enrollment. Fitch positively notes FLA's ability and decision to implement expense cuts to balance the budget in FY13. FLA's fiscal 2012 (0.4%) and 2013 (-4.7%) operating margins trended negatively and reflected the school's unmet enrollment expectations. The aforementioned tempering of enrollment expectations and expense cuts from the previous year prompt Fitch's expectation of improvement in margins for fiscal 2014. Management expects to use actual enrollment levels to implement future staff and expense increases, which Fitch views positively. Weak Liquidity And Coverage Resource growth declined in fiscal 2013 as a result of the minimal operating surplus. Available funds declined to $1.07 million or 10.7% of fiscal 2013 operating expenses ($9.9 million) and 10.8% of total outstanding debt ($9.9 million). These measures declined from FY12 and Fitch views this financial cushion as low. Net income available for debt service weakened for FY13 and the covenant requirement of 1x coverage of transaction maximum annual debt service ($817,000), was not achieved requiring FLA to hire a consultant. Fitch's long-term debt to net income available, which essentially measures years of debt-financed cash flow increased to 14x from 8.7x in FY12 further reflecting operational weakness. FLA's debt burden (MADS as a percent of operating revenue) of 8.9% is stronger than most charters and annual debt service obligations are approximately level through final maturity in 2041. FLA has plans for future facility expansion, driven by enrollment growth and need to provide ample instructional resources for the student base. Fitch is concerned that any additional debt plans would further pressure FOCUS' balance sheet resources. Issuance of additional debt or loans to fund this expansion in the absence of a commensurate growth in resources levels to support its repayment would be viewed negatively. FUNERARIA DEL NOROESTE: Case Summary & 9 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Funeraria del Noroeste Inc. PO BOX 1375 Isabela, PR 00662 Case No.: 14-01762 Chapter 11 Petition Date: March 7, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Brian K. Tester Debtor's Counsel: Juan Carlos Bigas Valedon, Esq. JUAN C BIGAS LAW OFFICE PO BOX 7011 Ponce, PR 00732-7011 Tel: 787-259-1000/787-633-1253 Fax: 787-842-4090 Email: krmnpreglegal@aol.com Total Assets: $1.10 million Total Liabilities: $1.48 million The petition was signed by German Ramos Santiago, president. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-1762.pdf FURNITURE BRANDS: Yash Seeks Payment of Proper Cure Amount ---------------------------------------------------------- In the Chapter 11 cases of FBI Wind Down, Inc., formerly known as Furniture Brands International, Inc., Yash Technologies Pvt. Ltd and Yash Technologies, Inc., on February 25, 2014, moved under 11 U.S.C. Sec. 365 (b)(1)(A), 11 U.S.C. Sec. 105 and Bankruptcy Rules 9024 and 9006 for relief from the sale order entered by the Court on Nov. 22, 2013, to compel payment of proper cure amount. Prior to the sale of the Debtors' assets, Yash provided information technology consulting services to the Debtors, and continues to supply those services to the purchaser of the assets. Yash also said the Debtors stopped making payments pursuant to the parties' agreement in April 2013. Yash said that in October 2013 the Debtors circulated a NOTICE TO COUNTERPARTIES TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES THE DEBTORS MAY ASSUME AND ASSIGN AS PART OF A SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS, which, among other things, indicated that the cure amount for Yash is $1,189,805.70. Yash said this amount is incorrect, and contends it is owed $1,801,887.70. Yash also said it has reason to believe the Debtors know the actual amount in default and that the Debtors fully intended to cure that default and assume the parties' Consulting Services Agreement. Yash said it filed an Objection to the Cure Amount, but no party mentioned this at the sale hearing. According to Cross & Simon, LLC's Christopher P. Simon, counsel to Yash, Bankruptcy Rule 9024, which incorporates Fed. R. Civ.P.60, permits errors to be corrected, and "is designed to assure that the court's records accurately reflect and effectuate the actual proceedings and decisions of the court and the parties." See In re Computer Learning Centers, Inc., 268 B.R. 468, 472 (Bankr. E.D. Virginia 2001). The errors that Rule 60 permits to be corrected are generally classified as either clerical errors or substantive errors." Id. Further, Bankruptcy Rule 9006(b)(1) states "when an act is required . . . to be done at or within a specified period by these rules or by a notice given thereunder or by order of the court, the court for cause shown may at any time in its discretion . . . (2) on motion made after the expiration of the specified period permit the act to the be done where the failure was the result of excusable neglect." See, e.g., Jones v. Chemetron Corp., 212 F.3d 199, 205 (3rd Cir.2000); In re Cable & Wireless USA, Inc., 338 B.R. 609, 613 (Bankr. D. Del. 2006). Yash states that relief is available under both sections of Rule 60. It argues that the first notice contained a clerical error in the amount listed for the cure claim and therefore relief is available under Rule 60(a). Further, Yash argues that because of the Debtors' repeated statements to Yash about the Debtors' intentions with respect to the sale, Yash's status as a critical vendor, the critical services and value provided by Yash to the estate, there is no evidence that the proper cure payment should not have been known to the Debtors, or that defaults under the Collecting Services Agreements in any way affected the sale process and thus relief is available under Rule 60 (b). Yash argues that relief is available under Bankruptcy Rule 90006(1) because the danger of prejudice to the Debtors is neligible at most, the length of the delay is negligible, the reason for the delay is excusable, and that Yash unquestionably acted in good faith. Yash's request is on the Court's calendar for April 28, 2014 at 10:00 a.m. (ET). Objections are due March 11, 2014. Attorneys for Yash Technologies Pvt. Ltd. and Yash Technologies, Inc. are: Christopher P. Simon, Esq. CROSS & SIMON, LLC 913 North Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 777-4200 Facsimile: (302) 777-4224 E-mail: csimon@crosslaw.com - and - James S. Zmuda, Esq. CALIFF & HARPER, P.C. 506 15th Street, Suite 600 Moline, IL 61265 Telephone: (309) 764-8300 About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. FRED RADANDT: Case Summary & Largest Unsecured Creditors -------------------------------------------------------- Debtor-affiliates filing separate Chapter 11 petitions: Debtor Case No. ------ -------- Fred Radandt Sons Enterprises, Corp. 14-22250 1800 Johnston Dr. Manitowac, WI 54220 United States Tel: 920-682-7758 R&R Holdings of WI, LLC, 14-22252 1800 Johnston Dr. Manitowac, WI 54220 United States Tel: 920-682-7758 R&R Land Holding, LLC 14-22253 1800 Johnston Dr. Manitowac, WI 54220 United States Tel: 920-682-7758 R&R Equipment Holding 14-22254 1800 Johnston Dr. Manitowac, WI 54220 United States Tel: 920-682-7758 Chapter 11 Petition Date: March 6, 2014 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Debtors' Counsel: David J. Espin, Esq. KERKMAN & DUNN 757 N. Broadway Ave, Suite 300 Milwaukee, WI 53202 Tel: 414-277-8200 Email: despin@kerkmandunn.com Estimated Estimated Assets Liabilities ---------- ----------- Fred Radandt Sons Enterprises $1MM-$10MM $1MM-$10MM R&R Holdings of WI, LLC $1MM-$10MM $1MM-$10MM R&R Land Holding, LLC $500K-$1MM $1MM-$10MM R&R Equipment Holding $500K-$1MM $1MM-$10MM The petitions were signed by Joshua Radandt, member. A list of Fred Radandt Sons's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/wieb14-22250.pdf A list of R&R Holdings of WI, LLC's two largest unsecured creditors is available for free at: http://bankrupt.com/misc/wieb14-22252.pdf A list of R&R Land Holding, LLC's two largest unsecured creditors is available for free at http://bankrupt.com/misc/wieb14-22253.pdf GASCO ENERGY: Extends Credit Agreement Termination Date to May 19 ----------------------------------------------------------------- Gasco Energy, Inc., as borrower, Orogen Energy, Inc., as agent and as a lender, and Markham LLC, as a lender, entered into a First Amendment to Credit Agreement to amend the Credit Agreement dated Oct. 18, 2013. Pursuant to the Credit Agreement Amendment, the revolving credit termination date was extended from Feb. 18, 2014, to May 19, 2014. As of Feb. 24, 2014, the Company has borrowed $4,000,000 under the revolving credit facility, which was used for general corporate purposes, leaving the Company with $1,000,000 of credit availability under the revolving credit facility, subject to the terms and conditions thereof. A copy of the Credit Agreement Amendment is available for free at: http://is.gd/lSC2Qf About Gasco Energy Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/-- is a natural gas and petroleum exploitation, development and production company engaged in locating and developing hydrocarbon resources, primarily in the Rocky Mountain region and in California's San Joaquin Basin. Gasco's principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Gasco focuses its drilling efforts in the Riverbend Project located in the Uinta Basin of northeastern Utah, targeting the oil-bearing Green River Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk, Mancos, Dakota and Morrison formations. In its auditors' report on the consolidated financial statements for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado, expressed substantial doubt about Gasco Energy's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations. The Company reported a net loss of $22.2 million on $8.9 million of revenues in 2012, compared with a net loss of $7.3 million on $18.3 million of revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $51.27 million in total assets, $41.24 million in total liabilities and $10.03 million in stockholders' equity. Bankruptcy Warning "If the Company is unable to generate sufficient operating cash flows or secure additional capital before February 2014, it will not have adequate liquidity to fund its operations and meet its obligations (including its debt payment obligations), the Company will not be able to continue as a going concern, and could potentially be forced to seek relief through a filing under Chapter 11 of the U.S. Bankruptcy Code," the Company said in the quarterly report for the period ended Sept. 30, 2013. GASCO ENERGY: Orogen and Markham Own 97.9% Equity Stake ------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Orogen Energy, Inc., and Markham LLC disclosed that as of Feb. 18, 2014, they beneficially owned 7,692,288,318 shares of common stock of Gasco Energy, Inc., representing 97.9 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/DFeNsr About Gasco Energy Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/-- is a natural gas and petroleum exploitation, development and production company engaged in locating and developing hydrocarbon resources, primarily in the Rocky Mountain region and in California's San Joaquin Basin. Gasco's principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Gasco focuses its drilling efforts in the Riverbend Project located in the Uinta Basin of northeastern Utah, targeting the oil-bearing Green River Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk, Mancos, Dakota and Morrison formations. In its auditors' report on the consolidated financial statements for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado, expressed substantial doubt about Gasco Energy's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations. The Company reported a net loss of $22.2 million on $8.9 million of revenues in 2012, compared with a net loss of $7.3 million on $18.3 million of revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $51.27 million in total assets, $41.24 million in total liabilities and $10.03 million in stockholders' equity. Bankruptcy Warning "If the Company is unable to generate sufficient operating cash flows or secure additional capital before February 2014, it will not have adequate liquidity to fund its operations and meet its obligations (including its debt payment obligations), the Company will not be able to continue as a going concern, and could potentially be forced to seek relief through a filing under Chapter 11 of the U.S. Bankruptcy Code," the Company said in the quarterly report for the period ended Sept. 30, 2013. GEOMET INC: Atlas Energy Stake at 48.9% as of Feb. 13 ----------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Atlas Energy, L.P., and Atlas Resource Partners, L.P., disclosed that as of Feb. 13, 2014, they beneficially owned 42,468,458 shares of common stock GeoMet, Inc., representing 48.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/coLTCB About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. For the year ended Dec. 31, 2012, the Company incurred a net loss of $149.95 million on $39.38 million of total revenues, as compared with net income of $2.81 million on $35.61 million of total revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $58.35 million in total assets, $92.15 million in total liabilities, $41.19 million in mezzanine equity, and a $74.99 million total stockholders' deficit. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses, has a working capital deficit of $4,659,296 at Dec. 31, 2012, and expects to reclassify approximately $129,000,000 of long-term debt to current liabilities on April 2, 2013. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. GEOMET INC: Yorktown Energy Holds 30.6% Equity Stake ---------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Yorktown Energy Partners IV, L.P., and Yorktown IV Company LLC disclosed that as of Feb. 13, 2014, they beneficially owned 12,437,072 shares of common stock of GeoMet, Inc., representing 30.6 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/JxjIsU About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. For the year ended Dec. 31, 2012, the Company incurred a net loss of $149.95 million on $39.38 million of total revenues, as compared with net income of $2.81 million on $35.61 million of total revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $58.35 million in total assets, $92.15 million in total liabilities, $41.19 million in mezzanine equity, and a $74.99 million total stockholders' deficit. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses, has a working capital deficit of $4,659,296 at Dec. 31, 2012, and expects to reclassify approximately $129,000,000 of long-term debt to current liabilities on April 2, 2013. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. GIPPSLAND SECURED: Deutsche Bank Wins Auction for GSI Loan Book --------------------------------------------------------------- Daniel Stacey, writing for Daily Bankruptcy Review, reported that Deutsche Bank AG has won an auction for the 143 million Australian dollar (US$128 million) loan portfolio of collapsed lender Gippsland Secured Investments, or GSI, two people familiar with the situation said. According to the report, Deutsche Bank AG and Nomura Holdings Inc. had been bidding against each other for the book of property loans, with final bids taken Feb. 28, the people said. The portfolio comprises hundreds of loans -- averaging A$400,000 to A$500,000 -- to real-estate and property developments, one of the people said, the report related. The sale was run by GSI's receiver Ernst & Young and law firm Ashurst. GSI, which lent millions to fund property developments in the Gippsland region of Victoria state, called in insolvency specialists last September, the report related. A recent report to creditors by Ernst & Young estimated the sale of the loan book would provide the company's 3,500 shareholders with A$0.80 to A$0.90 for each dollar invested. GSI's liquidation follows the collapse of a similar business, Banksia Securities, whose A$650 million loan book was bought by Deutsche Bank at a discount last year, the report further related. HOVNANIAN ENTERPRISES: Presented at J.P. Morgan Conference ---------------------------------------------------------- Hovnanian Enterprises, Inc.'s senior management presented at the J.P. Morgan Global High Yield and Leveraged Finance Conference on Tuesday, Feb. 25, 2014, at 9:40 a.m. ET. The Company also provided comments on its fiscal 2014 first quarter in connection with its presentation. The meeting included a discussion of market conditions, business outlook and comments on the Company's fiscal 2014 first quarter. As indicated by the declines in the NAHB Sentiment Index and U.S. housing starts, the homebuilding industry's recovery has been weaker than expected during the past few months, the Company said in a press release. Similar to what other homebuilders have recently reported, Hovnanian's net contracts per community during the first quarter of fiscal 2014 have decreased from the level reported during the first quarter of fiscal 2013, the Company said. Hovnanian expects to report increases in gross margin, backlog and revenue for the first quarter of fiscal 2014 compared to last year's first quarter, however the revenue increase was meaningfully lower than it had anticipated. During the first quarter, a slower sales pace, poor weather conditions and certain labor and material shortages in some markets that extended construction cycle times, among other factors, adversely impacted home deliveries. As a result of the Company's lower than expected revenue growth, the Company now expects to report a pre-tax loss for its fiscal 2014 first quarter that is slightly greater than the pre-tax loss reported for the first quarter of the previous year. Hovnanian's first quarter has always been the slowest seasonal period and the Company expects to report stronger results as the year progresses. The J.P. Morgan Global High Yield and Leveraged Finance Conference presentation was webcast live through the "Investor Relations" section of Hovnanian Enterprises' Web site at http://www.khov.com. As previously announced, Hovnanian Enterprises expects to hold its regularly scheduled fiscal 2014 first quarter financial results conference call on March 5, 2014. 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. HYDROCARB ENERGY: Files Financial Statements of Hydrocarb Corp -------------------------------------------------------------- Hydrocarb Energy Corporation provided the U.S. Securities and Exchange Commission an audit of Hydrocarb Corporation and the pro forma of the consolidated financial statements of Hydrocarb Corporation and Hydrocarb Energy Corporation as of Hydrocarbon Energy Corporation's most recent fiscal quarter end which was Oct. 31, 2013. In a previous Form 8-K filed Dec. 9, 2013, the Company reported that it had acquired 100 percent of the equity of Hydrocarb Corporation, which is now the Company's wholly-owned subsidiary. The combined companies are now called Hydrocarb Energy Corporation. For the 10 months ended Oct. 31, 2013, Hydrocarb Corporation reported net income of $119,977. As of Oct. 31, 2013, Hydrocarb Corporation had $5.59 million in total assets, $1.65 million in total liabilities and $3.94 million in total equity. A copy of the Form 8-K Report filed with the SEC is available at: http://is.gd/9A4k8Z About Hydrocarb Energy Hydrocarb Energy, formerly known as Duma Energy Corp, is a publicly-traded Domestic and International energy exploration and production company targeting major under-explored oil and gas projects in emerging, highly prospective regions of the world. With exploration concessions in Africa, production in Galveston Bay and Oil Field Services in the United Arab Emirates, the Company maintain offices in Houston, Texas, Abu Dhabi, UAE and Windhoek, Namibia. Duma Energy incurred a net loss of $40.47 million for the year ended July 31, 2013, a net loss of $4.57 million for the year ended July 31, 2012, and a net loss of $10.28 million for the year ended July 31, 2011. As of July 31, 2013, the Company had $26.27 million in total assets, $16.91 million in total liabilities and $9.36 million in total stockholders' equity. ING U.S.: Fitch Affirms 'BB' Jr. Subordinated Debt Rating --------------------------------------------------------- Fitch Ratings has affirmed the 'BBB' Issuer Default Rating (IDR), the 'BBB-' senior debt rating and the 'BB' junior subordinated debt rating of ING U.S., Inc. (ING U.S.), as well as the 'A-' Insurer Financial Strength (IFS) ratings of the U.S. operating entities. The Rating Outlook for all ratings has been revised to Positive from Stable. Key Rating Drivers The revision in the Outlook reflects the significant improvement in ING U.S.'s balance sheet strength as well as improved debt servicing capacity. Holding company financial leverage has declined to 24% from 56% at year-end 2010. Fitch believes the quality of the company's common equity is better than peer averages, with minimal exposure to goodwill and other intangibles. Fitch considers the aggregate capitalization of ING U.S., including captives, to be strong for the current rating level. The estimated consolidated risk-based capital (RBC) ratio of the company's U.S. insurance subsidiaries was 504% at year-end 2013. Fitch expects reported RBC to remain in the 425%-450% range over the intermediate term driven by improved statutory operating performance offset by distributions to the holding company. Fitch views positively the 2013 contribution of over $1.8 billion of capital to Security Life of Denver International to support certain minimum guarantees in its closed-block variable annuity products. Fitch expects statutory dividend capacity will improve in 2014, since ING U.S. has been able to transfer amounts out of paid-in capital into unassigned funds, thereby creating a positive earned surplus account and ordinary statutory dividend capacity. Fitch expects statutory interest coverage to improve to approximately 4.5x in 2014, up from 1.4x in 2013. This is in excess of Fitch's median ratio guideline for an 'A' rated company of 3x. Additionally, the company has $640 million of cash at the holding company level, in excess of its intention to hold 24 months of liquidity, or roughly $450 million. ING U.S.'s ratings also reflect the large scale and solid business profile in retirement and individual life markets, improved operating performance within its core businesses, and conservative investment portfolio. Fitch's key rating concerns include the challenges related to the run-off of ING U.S.'s large closed-block VA book, particularly in a tail-risk scenario. Fitch notes as positive that the company has utilized dynamic and macro hedging to mitigate the statutory capital impact associated with changes in the equity markets and/or interest rates. However, policyholder behavior assumptions cannot be hedged and therefore remain a risk. At year-end 2013, ING U.S. had $4.1 billion in reserves and capital supporting the closed-block VA book. The ratings also recognize the company's above-average reliance on the capital markets for excess reserve financing. ING U.S.'s total financing and commitments (TFC) ratio of 1.1x is high compared to other peers and is driven by funding for XXX and AXXX reserve financing, and to a much lesser extent, securities lending agreements. In 2013, ING U.S. reported an ongoing business adjusted operating return on equity (ROE) of 10.3%, up from 8.3% the prior year. Management remains committed to improving this metric to 12%-13% by 2016. Fitch believes ING U.S.'s scalable business model is positioned well to participate in the long-term growth of the retirement savings market. However, Fitch acknowledges that is a highly competitive segment of the market. The majority shareholder of ING U.S. is ING Groep N.V. (ING Group), a leading publicly traded global banking and insurance group located in the Netherlands. ING Group has an agreement with the Dutch government to sell its insurance and investment management operations as part of its repayment for support that the company received during the financial crisis. ING Group must divest more than 50% of ING U.S. by year-end 2014, with the remaining interest divested by year-end 2016. ING U.S.'s remaining parental ties include letter of credit facilities provided by ING Bank which have been significantly reduced and replaced by third party providers. The remaining facilities are now on an arms-length basis. Rating Sensitivities The key rating triggers that could result in an upgrade include: -- Continued growth in operating profitability on both a GAAP and statutory basis; -- Sustained maintenance of GAAP adjusted operating earnings- based interest coverage of more than 8x and statutory interest coverage of more than 4x; -- Reported RBC above 450%, and financial leverage below 25%; -- Private sale of closed-block book at good value with boost to capitalization and reduction in volatility and risk. The key rating triggers that could result in a downgrade include: -- A decline in reported RBC below 375%; -- Financial leverage exceeding 30%; -- Significant adverse operating results; -- Further material reserve charges required in its insurance/variable annuity books or a significant weakening of distribution channel or scale advantages. Fitch has affirmed the following ratings and revised the Rating Outlooks to Positive from Stable: ING U.S., Inc. -- Long-term IDR at 'BBB'; -- 5.5% senior notes due July 15, 2022 at 'BBB-'; -- 2.9% senior notes due Feb. 15, 2018 at 'BBB-'; -- 5.7% senior notes due July 15, 2043 at 'BBB-'; -- 5.65% fixed-to-floating junior subordinated notes due May 15, 2053 at 'BB'. ING Life Insurance and Annuity Company ING USA Annuity and Life Insurance Company ReliaStar Life Insurance Co. ReliaStar Life Insurance Company of New York Security Life of Denver Insurance Company -- IFS at 'A-'. Equitable of Iowa Companies, Inc. -- Long-term IDR at 'BBB'. Equitable of Iowa Companies Capital Trust II -- 8.424% Trust Preferred Stock at 'BB'. INTELLIPHARMACEUTICS INT'L: Annual Meeting Set on March 27 ---------------------------------------------------------- An annual and special meeting of shareholders of Intellipharmaceutics International Inc. will be held at The National Club, 303 Bay Street, Toronto, Ontario on Thursday, March 27, 2014, at 10:30 a.m. (Toronto time) for the following purposes: 1. To receive the audited consolidated financial statements of the Company for the financial year ended Nov. 30, 2013, and the auditor's report thereon; 2. To elect six directors; 3. To reappoint the auditor and to authorize the directors to fix the auditor's remuneration; 4. To approve the two year extension of the performance-based stock options granted to certain directors and officers as more particularly described in the Management Proxy Circular for the Meeting; and 5. To transact such further and other business as may properly come before the Meeting or any adjournments thereof. 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. IZEA INC: Completes $12 Million Private Placement ------------------------------------------------- IZEA, Inc., closed its previously announced $12 million private placement of common stock and warrants. The round was led by Special Situations Funds with participation by IZEA board members, IZEA's CEO and other accredited investors. Pursuant to the terms of the private placement, the Company sold an aggregate of approximately 34.2 million shares of common stock at a price of $0.35 per share. Investors received warrants to purchase up to approximately 17.1 million shares of common stock at an exercise price of $0.35 and warrants to purchase up to approximately 17.1 million shares of common stock at an exercise price of $0.50. The warrants will expire five years from the date on which the warrants are issued. Pursuant to the Securities Purchase Agreement, the Company is required to file a registration statement for the resale of the shares of common stock issued and issuable pursuant to the warrants. Craig-Hallum Capital Group acted as exclusive placement agent in connection with this offering. The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock and the shares underlying the warrants. Additional information is available for free at: http://is.gd/jDu7wK About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., believes it is a world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. IZEA reported a net loss of $4.67 million in 2012 as compared with a net loss of $3.97 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.39 million in total assets, $4.68 million in total liabilities and a $1.28 million total stockholders' deficit. Cross, Fernandez & Riley, LLP, in Orlando, 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 incurred recurring operating losses and had a negative working capital and an accumulated deficit at Dec. 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern without raising sufficient additional financing. JEWETT PUBLICATIONS: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Jewett Publications, Inc. 219 W. Main Street Farmersburg, IN 47850 Case No.: 14-80177 Chapter 11 Petition Date: March 7, 2014 Court: United States Bankruptcy Court Southern District of Indiana (Terre Haute) Judge: Hon. Frank J. Otte Debtor's Counsel: David R. Krebs, Esq. TUCKER, HESTER, BAKER & KREBS, LLC One Indiana Square, Suite 1600 Indianapolis, IN 46204 Tel: 317-833-3030 Fax: 317-833-3031 Email: dkrebs@thbklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard D. Jewett, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. JIMENEZ PROPERTIES: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Jimenez Properties, LLC 10439 Nokesville Road Manassas, VA 20110 Case No.: 14-10826 Chapter 11 Petition Date: March 6, 2014 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: John Paul M. Callan, Esq. THE CALLAN LAW FIRM 11480 Sunset Hills Road, Suite 120E Reston, VA 20190 Tel: 914-483-7769 Email: johnpaulc@thecallanlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eduardo Jimenez, managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb14-10826.pdf JMR DEVELOPMENT: United States Asks Court to Dismiss Case --------------------------------------------------------- The United States asks the Bankruptcy Court to dismiss the Chapter 11 case of JMR Development Group Corp pursuant to 11 U.S.C. 1112(b)(1) for the Debtor's failure to timely file post-petition tax returns and to timely make federal tax deposits pursuant to 26 C.F.R. 31.6302-1. Under 11 U.S.C. 1112(b), the Court must dismiss or convert a case for "cause" if it determines that cause exists. The combined failure to timely file post-petition returns, to adhere to the Internal Revenue Service's regulations regarding federal employment tax deposits, and to pay federal tax deposit penalties is a basis for such dismissal. The U.S. Government argues that the Debtor has been delinquent in filing its quarterly employment tax returns and that the Debtor has not been making federal tax deposits. The government's case dismissal bid is on the Court's calendar for March 19, 2014, at 9:30 a.m. About JMR Development JMR Development Group Corp. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto Rico. CPA Luis R. Carrasquillo & CO., P.S.C serves as financial accountant. The Debtor scheduled assets of $12,732,474 and debts of $48,587,611. An affiliate, JMR Tourist Development Group Corp. sought Chapter 11 protection (Case No. 11-07911) on the same day. KASPER LAND: Section 341(a) Meeting Scheduled for April 17 ---------------------------------------------------------- A meeting of creditors in the bankruptcy case of Kasper Land and Cattle Texas, LLC, will be held on April 17, 2014, at 11:00 a.m. at Amarillo, 1800 S. Washington, Suite. Proofs of claim are due on July 16, 2014. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Kasper Land and Cattle Kasper Land and Cattle Texas, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-20074) in Amarillo, Texas, on March 3, 2014. Bill Kinkead, Esq., at Kinkead Law Offices, serves as counsel to the Debtor. The Debtor estimated $10 million to $50 million in assets and liabilities. LANDS' END: S&P Assigns 'B+' CCR & Rates First-Lien Term Loan 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Lands' End Inc. The outlook is stable. At the same time, S&P assigned a 'B+' issue-level rating to the company's first-lien term loan B with a '4' recovery rating, indicating its expectations for average (30%-50%) recovery in the event of a payment default. "The ratings on Lands' End Inc. reflect our assessment of the "weak" business risk profile and "aggressive" financial risk profile," said credit analyst Ana Lai. "The business risk profile incorporates our view of the company's participation in the highly competitive and fragmented specialty apparel industry and weak operating performance reflected in sales declines. These factors are tempered by Lands' End's position as a multi-channel retailer of family apparel with a recognized brand in the direct and online apparel retailing channel, good customer service focus and quality products." The stable outlook reflects S&P's view that a repositioned "back to basics" merchandising strategy should help sustain modest sales growth in 2014 and a continued expansion in gross margin despite higher operating costs as a stand-alone company following its spin off. S&P expects these improving operating trends to support debt leverage in the high-3.0x area with potential to improve to the mid- to low-3.0x level next year given its solid free cash flow generation. Further improvement would depend on the company's financial policy with regards to dividends, share repurchases, and debt reduction targets. In S&P's stable outlook, it do not assume any meaningful dividend payment or share repurchases. Upside Scenario S&P could raise the rating if Lands' End outperforms its expectation with stronger than expected sales growth or gross margin expansion due to the success of its repositioned product offerings or faster growth in its online channel. Under this scenario, total revenue growth would be in 4%-5% range while gross margin expands by 200 bps. At that time, leverage would be below 3.0x and FFO to total debt would approach 25%. An upgrade would also consider Lands' End's financial policies and expectations for a long term capital structure. Downside Scenario S&P could lower the rating if performance is significantly below its projection because of weak consumer spending, competitive pressure, or merchandising missteps such that sales is flat in 2014 and gross margin erodes by more than 200 bps. Under this scenario, debt leverage would approach 5.0x and FFO to total debt approaches 10%. A downgrade could also result from a more aggressive financial policy, involving debt funded dividends or share repurchases resulting in a significant increase in debt leverage. LDK SOLAR: Welcomes Appointment of Joint Provisional Liquidators ---------------------------------------------------------------- LDK Solar Co., Ltd. - in provisional liquidation - said that the Grand Court of the Cayman Islands appointed Tammy Fu and Eleanor Fisher, both partners of Zolfo Cooper (Cayman) Limited of 38 Market Street, 2nd Floor, Canella Court, Camana Bay, Grand Cayman, Cayman Islands, as joint provisional liquidators for the Company on Feb. 27, 2014. This appointment was made pursuant to a winding-up petition filed by the Company, acting by its directors, on Feb. 21, 2014, on grounds of insolvency. The Company welcomes the appointment of the JPLs and will work with them to resolve its offshore liquidity issues. While the Cayman court ordered that no suit, action or proceeding may be brought or commenced against the Company without the permission of the Cayman court, the JPLs have been jointly and severally granted authority, among other things, to (i) promote a scheme of arrangement to present to the Company's creditors and (ii) bring or defend any action or legal proceeding in any jurisdiction in the name and on behalf of the Company. The court order also required the consent of the JPLs and the prior sanction of the Cayman court for the Company to enter into any restructuring support agreement or loan agreement. The Cayman court also instructed a further hearing of the winding- up petition and the summons pursuant to which it was ordered that provisional liquidators be appointed to take place at the Law Courts, Grand Cayman, on Wednesday, April 2, 2014, at 10.00 a.m. (Cayman time) to allow creditors of the Company (including contingent and future creditors) to appear by counsel and be heard, upon 7-days' prior notice to the Company's Cayman attorneys, Campbells of Floor 4, Willow House, Cricket Square, PO Box 884, Grand Cayman KY1-1103, Cayman Islands. Copies of the winding-up petition, the summons for the appointment of provisional liquidators, the supporting affidavits, counsel's written submission and the order made on Feb. 27, 2014, may be obtained (in hard copy or electronic form) from the Company?s Cayman attorneys as well. The discussions between LDK Solar and holders of Renminbi- denominated US$-settled 10 percent Senior Notes due Feb. 28, 2014, as well as holders of the convertible preferred shares issued by a Company affiliate and involving claims against the Company are on- going. Subject to the Cayman court sanction, it is anticipated that the Company will enter into two RSAs with a majority of the holders of each of the Senior Notes and the Preferred Obligations. The Company has no intention of initiating any debt restructuring proceedings in respect of the LDK Solar-affiliated entities operating in the People's Republic of China. The Company's bank group for its mainland China operations has expressed unanimous support for the Company's continued discussions with its offshore creditors with a view to resolving its offshore liquidity issues. About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK Solar Co disclosed a net loss of $1.05 billion on $862.88 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $608.95 million on $2.15 billion of net sales for the year ended Dec. 31, 2011. KPMG, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Group has a net working capital deficit and a deficit in total equity as of Dec. 31, 2012, and is restricted from incurring additional indebtedness as it has not met a financial covenant ratio as defined in the indenture governing the RMB-denominated US$-settled senior notes. These conditions raise substantial doubt about the Group's ability to continue as a going concern. LEUCADIA NATIONAL: Fitch Affirms 'BB+' Sr. Sub. Debt Rating ----------------------------------------------------------- Fitch Ratings has affirmed Leucadia National Corp.'s long-term Issuer Default Rating (IDR) at 'BBB-'. The Rating Outlook remains Stable. The ratings of Leucadia and its main operating subsidiary, Jefferies Group LLC (Jefferies), continue to be equalized, as Jefferies is considered a core subsidiary under Fitch's criteria 'Rating FI Subsidiaries and Holding Companies'. This is based on Jefferies' significance relative to Leucadia's equity and the likely role it will play in the combined company's future strategic direction. Fitch has also affirmed Jefferies' ratings with a Stable Outlook today. Key Rating Drivers The affirmation of Leucadia's rating reflects its strong liquidity position, modest leverage and measured deployment of capital generated from recent asset sales. The company continues to adhere to the operating parameters specified at the time of the merger, with the exception of a temporary increase in stressed leverage, as discussed below. Fitch continues to assess Leucadia's strategic direction and investment approach under the new management team, which are both at early stages of their implementation. Leucadia has sold a number of its investments over the past two years, bolstering liquidity, and will eventually reinvest a portion of this capital. The dispositions have generally resulted in gains, particularly for larger assets such as Fortescue Metals Group. It is not yet clear how Leucadia plans to deploy the capital freed up from recent asset sales and recent debt issuance. Asset management and natural resource projects have been highlighted as potential areas of focus. Compared to historical activity, Fitch expects future investments to be characterized by smaller size, greater liquidity and improved diversity. Ownership of Jefferies may offer additional opportunities for Leucadia to act in a merchant banking role. The company continues to maintain a conservative capital structure. Parent-only debt-to-stressed equity (excluding the two largest investments and the deferred tax asset) increased to 0.67x at Dec. 31, 2013 from 0.27x at Sept. 30, 2013. The increase was driven by the issuance of $1 billion in long-term senior unsecured debt in October 2013, including a $750 million 10-year tranche and a $250 million 30-year tranche. Fitch views the increase in leverage as temporary and expects the ratio to decline below the 0.50x operating parameter within the next 18-24 months, as the company repays maturing debt and accumulates retained earnings. Furthermore, Leucadia is expected to remain in compliance with all of its other operating parameters. As a result of the recent sale activity, holding company liquidity is at an all-time high. As of Dec. 31, 2013, the company had $3.1 billion in cash and available-for-sale investments, a substantial majority of which was comprised of cash and U.S. government and agency securities. As mentioned above, Fitch expects a portion of this liquidity to be deployed into new investments over the intermediate term. Succession issues that historically constrained Leucadia's ratings have been alleviated with Richard Handler and Brian Friedman taking key leadership positions. Key man risk continues to be a concern for both Leucadia and Jefferies, although Fitch recognizes that Jefferies has broadened and deepened its bench over the past several years. Rating Sensitivities Potential positive rating drivers for Leucadia would include greater clarity regarding the firm's strategic objectives and eventual execution of those objectives, particularly with respect to the deployment of its excess capital. Furthermore, a demonstrated commitment to a conservative liquidity profile, limited investment concentrations and reduced leverage at the parent company would also be considered positive drivers. For Jefferies, continued improvement in profitability and compensation cost containment would contribute to positive rating momentum over time. Fitch continues to monitor the interaction between Leucadia and Jefferies, which will play an important role in the longer- term value and risk profile of the combined franchise. Jefferies' and Leucadia's ratings could be negatively impacted by a material increase in leverage or a less conservative liquidity and/or funding profile at either entity. Jefferies' leverage remains at historically low levels and Fitch expects that over time, if markets remain stable, it may increase modestly. Ratings would also be negatively impacted if Fitch perceives the risks taken in Leucadia's investment portfolio as increasing materially from current levels. Fitch will continue to assess the ability of Jefferies' management team to run both companies effectively. Furthermore, the unanticipated departure of key executives at either Jefferies or Leucadia could result in negative actions. Leucadia operates its business similarly to a closed-end alternative fund and serves as the holding company for Jefferies. As of Dec. 31, 2013, it had roughly $47.9 billion in consolidated assets and $10.1 billion in book equity. In addition to Jefferies, Leucadia's portfolio includes significant equity stakes in other private and public companies as well as Treasuries and other fixed income securities. Fitch has affirmed the following ratings: Leucadia National Corp. -- Long-term IDR 'BBB-', Outlook Stable; -- Senior unsecured debt 'BBB-'; -- Senior Subordinated debt 'BB+'; -- $125 million cumulative convertible preferred 'BB'. LEXELL LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Lexell, LLC 818 S. Broom St. Wilmington, DE 19805 Case No.: 14-10492 Chapter 11 Petition Date: March 6, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtor's Counsel: David M. Klauder, Esq. O'KELLY ERNST & BIELLI, LLC 901 North Market Street, Suite 1000 Wilmington, DE 19801 Tel: 302-778-4000 Fax: 302-295-2873 Email: dklauder@oeblegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christina Krause, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/deb14-10492.pdf LIFE CARE ST JOHNS: Confirms Plan of Reorganization --------------------------------------------------- Life Care St. Johns, Inc. has confirmed its Plan of Reorganization dated Nov. 27, 2013. As reported in the Dec. 6, 2013 edition of The TCR, the Disclosure Statement reveals that the Plan provides for a "sponsor contribution". On the effective date of the Plan, Life Care's LCPS Management, Inc., the manager, will transfer to Glenmoor 11.01 acres of unimproved real property adjacent to the Glenmoor facility. In addition, LCPS will subordinate any claim it is owed by the Debtor to payment of the Series 2014A Bonds, the Series 2014B Bonds, and notes to holders of refund claims. The Debtor said the Plan was negotiated with the statutory committee of unsecured creditors and majority of the bondholders. The Plan will be funded primarily from the continued operations of the Debtor and the release of entrance fees currently held in escrow with TD Bank and the Florida Office of Insurance Regulation ("OIR"). Post-confirmation, the Debtor will continue to be managed by LCPS Management. The Plan contemplates, among other things, an exchange of the outstanding obligations under secured Series 2006 Bonds aggregating $57.1 million with new bonds that mature in 2048. The Plan also contemplates the resolution of the past-due entrance fee refunds in the amount of $7.8 million. Meanwhile, Ryan Williams, Esq., at Jackson Law Group, LL.M., P.A., on behalf of Donna J. Cook, notified the Bankruptcy Court of the withdrawal of the motion to appoint a patient care ombudsman in the Chapter 11 case, in view of the confirmation of the Debtor's Chapter 11 Plan. About Life Care St. Johns, Inc. 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 disclosed $36,308,406 in assets and $117,305,625 in liabilities as of the Chapter 11 filing. MAMMOTH LAKES: S&P Raises Rating on COPs From 'BB+' --------------------------------------------------- Standard & Poor's Ratings Services raised its rating on Mammoth Lakes, Calif.'s certificates of participation (COPs) one notch to 'BBB-' from 'BB+'. The outlook is stable. The upgrade reflects Standard & Poor's opinion of the town's improved financial flexibility and long-term restructuring plan to address additional fixed costs incurred by a settled lawsuit. The upgrade also reflects Standard & Poor's local GO criteria, published Sept. 12, 2013, on RatingsDirect. The stable outlook reflects Standard & Poor's opinion of the town's improved financial flexibility and the steps management is taking toward structural balance. "We could lower the rating if the town were to rely on one-time revenue to support the general fund," said Standard & Poor's credit analyst Lisa Schroeer. "We, however, could raise the rating if the town were to continue restructuring expenditures such that it were to balance the general fund in the longer term." In spring 2012, Mammoth Lakes entered into a mediated neutral evaluation process with its creditors under California Government Code section 53760.3 (AB 506). This is a preliminary step required by recent state law for municipalities considering bankruptcy. Standard & Poor's understands that while the town sought concessions from its employees and other creditors, it submitted a bankruptcy petition in July 2012. The town, however, withdrew its petition before the court considered its eligibility. In a subsequent settlement agreement with Mammoth Lakes Land Acquisition in September 2012, Mammoth Lakes agreed to pay Mammoth Lakes Land Acquisition $2.5 million in 2013 and $2 million annually beginning in fiscal 2014, or roughly 10% of fiscal 2013 general fund expenditures, excluding transfers out. Standard & Poor's understands the town will make payments over a 23-year period. In December 2012, the town council adopted a proposed multiyear budget restructuring plan. The COPs represent an interest in lease payments from the town, as lessee, to Mammoth Lakes Municipal Service Corp., a nonprofit, public-benefit corporation, as lessor, for the use and possession of the leased site. In the lease, the town agrees to budget and appropriate lease payments throughout the COPs' term. The town also agrees to appropriate lease payments for these COPs from the general fund for debt service. MARINA BIOTECH: Has Deal to Issue $6MM Convertible Pref. Stock -------------------------------------------------------------- Marina Biotech, Inc., has entered into a binding term sheet with certain qualified investors, led by Steven T. Newby, a long-time biotechnology investor, for the issuance of convertible preferred stock at a conversion price equivalent to $0.75 per share of common stock resulting in gross proceeds of $6 million. In addition, the Company will issue to the investors warrants to purchase 6 million shares of common stock. The warrants will have an exercise price of $0.75 per share and are exercisable for a period of five years after the Company regains compliance with its reporting obligations under the Securities Exchange Act. The offering is expected to close on or about March 7, 2014, subject to the execution of a customary Securities Purchase Agreement regarding the transaction and the satisfaction of customary closing conditions. The Company also announced that the holders of the Company's Promissory Note have agreed to convert the remaining principal and interest on the Note to common stock at a conversion price of $0.75 and release their lien on the Company's intellectual property. Proceeds from the financing will be used to restart certain day-to-day operations, repay the Company's outstanding obligations, regain compliance with the Company's Exchange Act reporting obligations and advance the Company's preclinical and clinical rare disease programs. "I believe this investment provides the catalyst which will significantly change the trajectory of the Company," stated J. Michael French, president and CEO at Marina Biotech. "This is the first equity financing we have closed in nearly two years and involves an extremely knowledgeable investor known for his long- term view in the biotechnology sector. With the conversion of the remaining principal and interest on the Company's Promissory Note to common stock, we not only regain all rights to our intellectual property estate but we can apply the entire $6 million to our on- going operations. These proceeds will be used to regain compliance with our reporting obligations under the Exchange Act thereby providing us the opportunity to explore up-listing to a national securities exchange; pursue licensing and partnering opportunities with large pharmaceutical companies; settle existing liabilities; reestablish key strategic partnerships and alliances; and establish our offices in the Boston area. Most importantly, we now have the ability to focus on, and advance, our preclinical and clinical rare disease programs. We will analyze cohort 2 data from our START-FAP (Safety and Tolerability of An RNAi Therapeutic in Familial Adenomatous Polyposis) trial to look for knock-down of the therapeutic target gene as well as initiate animal testing in our preclinical program in myotonic dystrophy. Since we are transitioning from a primarily research focused company to a primarily development focused company, we intend to create a small initial footprint in the Boston area and keep our operating costs at a minimum. We will utilize contract research organizations as well as academic centers to advance our rare disease programs and therefore will require only a nominal laboratory operation until we establish a sponsored research and development collaboration with a partner. This will permit us to focus our available resources on our preclinical and clinical programs while continuing to build the premier nucleic acid therapeutics company in the rare disease sector." About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. KPMG LLP, in Seattle, expressed substantial doubt about Marina Biotech's ability to continue as a going concern following the 2011 financial results. The independent auditors noted that the Company has ceased substantially all day-to-day operations, including most research and development activities, has incurred recurring losses, has a working capital and accumulated deficit and has had recurring negative cash flows from operations. The Company reported a net loss of $29.42 million in 2011, compared with a net loss of $27.75 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $8.01 million in total assets, $10.36 million in total liabilities and a $2.35 million total stockholders' deficit. "The market value and the volatility of our stock price, as well as general market conditions and our current financial condition, could make it difficult for us to complete a financing or collaboration transaction on favorable terms, or at all. Any financing we obtain may further dilute the ownership interest of our current stockholders, which dilution could be substantial, or provide new stockholders with superior rights than those possessed by our current stockholders. If we are unable to obtain additional capital when required, and in the amounts required, we may be forced to modify, delay or abandon some or all of our programs, or to discontinue operations altogether. Additionally, any collaboration may require us to relinquish rights to our technologies. These factors, among others, raise substantial doubt about our ability to continue as a going concern." "Although we have ceased substantially all of our day-to-day operations and terminated substantially all of our employees, our cash and other sources of liquidity may only be sufficient to fund our limited operations until the end of 2012. We will require substantial additional funding in the immediate future to continue our operations. If additional capital is not available, we may have to curtail or cease operations, or take other actions that could adversely impact our shareholders," the Company said in its quarterly report for the period ended Sept. 30, 2012. MD RANGEL: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: MD Rangel Enterprises, Ltd. 13350 Dallas Parkway, Suite 3690 Dallas, TX 75240 Case No.: 14-31225 Chapter 11 Petition Date: March 8, 2014 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Barbara J. Houser Debtor's Counsel: John E. Leslie, Esq. JOHN LESLIE PLLC 1216 Florida, Suite 140 Arlington, TX 76015 Phone: (817) 505-1291 Fax: (817) 505-1292 Email: arlingtonlaw@aol.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mike Rangel, manager, MD Rangel GP LLC, general partner. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MGM RESORTS: Incurs $156.6 Million Net Loss in 2013 --------------------------------------------------- MGM Resorts International filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to the Company of $156.60 million on $9.81 billion of revenues for the year ended Dec. 31, 2013, as compared with a net loss attributable to the Company of $1.76 billion on $9.16 billion of revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $26.11 billion in total assets, $18.23 billion in total liabilities and $7.87 billion in total stockholders' equity. Bankruptcy Warning "We have a significant amount of indebtedness maturing in 2015 and thereafter. Our ability to timely refinance and replace such indebtedness will depend upon the foregoing as well as on continued and sustained improvements in financial markets. If we are unable to refinance our indebtedness on a timely basis, we might be forced to seek alternate forms of financing, dispose of certain assets or minimize capital expenditures and other investments. There is no assurance that any of these alternatives would be available to us, if at all, on satisfactory terms, on terms that would not be disadvantageous to us, or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements." "Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. Any default under our senior secured credit facility or the indentures governing our other debt could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt, and could force us to seek protection under the bankruptcy laws," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/hpuL3A About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50 percent investments in four other properties in Nevada, Illinois and Macau. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Oct. 15, 2012, Fitch Ratings has affirmed MGM Resorts International's (MGM) Issuer Default Rating (IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise) IDR at 'B+'. MICROSEMI CORP: S&P Assigns 'BB+' Rating to Proposed $646MM Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB+' issue-level rating to Aliso Viejo, Calif.-based Microsemi Corp.'s proposed $646 million term loan due 2020. The recovery rating is '2', indicating S&P's expectation for substantial (70% to 90%) recovery in the event of payment default. The company will use the proceeds to refinance the existing term loan. S&P's 'BB' corporate credit rating on Microsemi is unchanged. The outlook is stable. The ratings reflect S&P's view of Microsemi's "intermediate" financial risk profile, with adjusted leverage near the 3x area at Dec. 31, 2013. The ratings also incorporate S&P's assessment of the company's business risk profile as "fair," reflecting its meaningful exposure to U.S. defense spending and relatively modest scale. Partly offsetting these factors, in S&P's view, are the company's strong product positioning within its niche markets, and consistent profitability as a result of stable end markets. S&P subtracts one notch from its anchor rating of 'bb+' to arrive at the corporate credit rating because of its view of the company's financial policy, which S&P assess as somewhat aggressive based on its acquisition history. RATINGS LIST Microsemi Corp. Corporate credit rating BB/Stable/-- New Rating Microsemi Corp. $646 mil term ln BB+ Recovery rating 2 MISSION NEW ENERGY: General Shareholders' Meeting on March 28 ------------------------------------------------------------- Mission NewEnergy Limited will hold a general meeting of shareholders at BDO, 38 Station St, Subiaco, Perth, Western Australia at 2:30 pm on March 28, 2014. The purpose of the meeting is to seek shareholder approval in accordance the Corporations Act 2001 (Cth) and the ASX Listing Rules for the placement of up to 100,000,000 ordinary shares, within 3 months of Shareholder approval, at a share price of not less than 80 percent of the five day Volume Weighted Average Price prior to issuance. Subject to Shareholder approval the placement may be conducted in multiple tranches. A copy of the Notice is available for free at: http://is.gd/9B5nNK About Mission NewEnergy Based in Subiaco, Western Australia, Mission NewEnergy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. Mission NewEnergy disclosed net profit of A$10.05 million on A$8.41 million of total revenue for the year ended June 30, 2013, as compared with a net loss of A$6.19 million on A$38.20 million of total revenue during the prior fiscal year. The Company's balance sheet at June 30, 2013, showed A$20.10 million in total assets, A$32.60 million in total liabilities and a A$12.50 million total deficiency. BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company incurred operating cash outflows of $3.7 million during the year ended 30 June 2013 and, as of that date the consolidated entity's total liability exceeded its total assets by $12.5 million. These conditions, along with other matters, raise substantial doubt the Company's ability to continue as a going concern. MMODAL INC: Preparing to File for Bankruptcy -------------------------------------------- Emily Glazer, writing for The Wall Street Journal, reported that a medical services company owned by a J.P. Morgan Chase & Co. private-equity arm is preparing to file for bankruptcy protection in the next weeks as it struggles under a hefty debt load and declining sales, people familiar with the matter said. According to the report, M*Modal is in discussions with its creditors on a prearranged restructuring plan that would streamline its trip through bankruptcy court, these people said. The bankruptcy negotiations come about 18 months after One Equity Partners took the company private through a leveraged buyout. Some creditors, including Brigade Capital Management LLC, Blackstone Group LP's GSO Capital Partners and Fidelity Investments, are negotiating with the company to swap their debt for equity in the reorganized company, they added, the report said. The discussions are ongoing, and the goal is to file by about mid- March, when a grace period for a February missed bond payment expires, two of the people said, the report related. At the time of the missed payment, the company said it was engaged in discussions with some lenders and bondholders to reduce its debt, the report further related. "We believe these discussions have been constructive," M*Modal Spokesman Joe McNamara said in a Feb. 19 statement. * * * The Troubled Company Reporter, on Feb. 21, 2014, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on MModal to 'D' from 'B-'. S&P also lowered the ratings on the company's $250 million unsecured notes due 2020 to 'D' from 'CCC'. The recovery rating for these notes remains '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. At the same time, S&P lowered the ratings on the company's $520 million senior secured credit facilities, which consist of a $75 million revolving credit facility due 2017 and a $445 million term loan due 2019, to 'CC' from 'B'. The recovery rating remains '2', indicating S&P's expectations for substantial (70%-90%) recovery in the event of a payment default. MORTGAGE GUARANTY: S&P Raises Issuer Credit Rating to 'BB' ---------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its financial strength (FSR) and issuer credit ratings (ICR) on Mortgage Guaranty Insurance Corp. (MGIC) and MGIC Indemnity Co. (MIC) to 'BB' from 'B', as well as its unsolicited issue-level rating and ICR on MGIC Investment Corp. to 'B' from 'B-'; S&P is revising the outlook on MGIC Investment to positive from stable, and the outlooks on MGIC and MIC remain positive. S&P also raised its FSR and ICR on Radian Guaranty Inc. and its related mortgage insurance subsidiaries (collectively, Radian) to 'BB-' from 'B' and affirmed its ICR on Radian Group Inc. (the holding company) at 'B-'. S&P revised the outlook to positive from stable. S&P also raised its FSR on Genworth Mortgage Insurance Corp. and Genworth Residential Mortgage Insurance Corp. of North Carolina to 'BB-' from 'B' and ICR on Genworth Mortgage Insurance to 'BB-' from 'B'. S&P revised the outlook to positive from stable. In addition, S&P raised its FSRs on United Guaranty Residential Insurance Co. and United Guaranty Mortgage Indemnity Co. (collectively, UGC MI) to 'A-' from 'BBB+' and ICR on United Guaranty Residential Insurance to 'A-' from 'BBB+'. The outlook remains stable. S&P also raised its FSR and ICR on Arch Mortgage Insurance Co. (Arch MI; formerly CMG Mortgage Insurance Co.) to 'BBB+' from 'BBB-', and revised the outlook to stable from positive. "The rating actions reflect these mortgage insurers' improved recent and prospective operating earnings arising from the overall positive macroeconomic trends in the U.S.," said Standard & Poor's credit analyst Ron Joas. S&P's view stems largely from the continued reduction of incurred losses that are based on the decline in the number of new notices of delinquencies (NODs) and rate of development of delinquencies to claim. The current ratings incorporate the potential for adverse business, financial, economic, and regulatory conditions, including potentially higher capital requirements, from government-sponsored entities (GSEs) that we expect to see later in 2014. NEOMEDIA TECHNOLOGIES: To Merge With Unit to Avoid Default ---------------------------------------------------------- NeoMedia Technologies, Inc. ("Parent") entered into an Agreement and Plan of Merger with its wbolly owned subsidiary Qode Services Corporation ("Merger Sub") on Feb. 21, 2014. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Parent, and upon the filing of a Certificate of Merger with the Secretary of State of Delaware, Merger Sub will cease to exist and Parent will continue as the surviving corporation. The consummation of the Merger is conditioned on the Merger Agreement having been adopted in accordance with the requirements of the General Corporation Law of the State of Delaware, the charter documents of Merger Sub, and in accordance with the requirements of the charter documents of Parent. Under the terms of the Merger Agreement, the charter of Parent will be amended to provide for an increase in the amount of authorized shares of Parent's common stock, and each share of Parent common stock issued and outstanding immediately prior to the Effective Time will continue to remain outstanding and remain unchanged, except that (i) the par value will change from $0.001 per share to no par value per share, and (ii) each fifteen (15) shares of common stock issued and outstanding shall be combined and converted into one (1) share of common stock. Upon the consummation of the Merger and reverse stock split effected thereunder, the amount of authorized shares of common stock will be increased from 5 Billion to 7.5 Billion shares. The holder of a majority of the outstanding secured convertible debentures issued by the Company had communicated its intent to foreclose on all of the Company's assets in the event that the Company's share reserves were not sufficient to honor conversions under those instruments (a potential default thereunder). The Company's Board of Directors determined that the Merger Agreement was the only option available to avoid the threat of that default. Further, the holder of the secured convertible debentures agreed to enter into amendments to the secured convertible debentures to decrease the aggregate amount of debt by $5 Million dollars. The Merger Agreement contains customary provisions, covenants, representations and warranties by Parent and Merger Sub. About NeoMedia Technologies Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode scanning solutions. The Company's technology allows mobile devices with cameras to read 1D and 2D barcodes and provide "one click" access to mobile content. After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa, FL, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has ongoing requirements for additional capital investment. NeoMedia reported a net loss of $19.38 million in 2012 and a net loss of $849,000 in 2011. The Company's balance sheet at Sept. 30, 2013, showed $5.62 million in total assets, $118.32 million in total liabilities, all current, $4.81 million in series C convertible preferred stock, $348,000 in series D convertible preferred stock and a stockholders' deficit of $117.86 million. NETWORK CN: Obtains $750,000 From Private Placements ---------------------------------------------------- Network CN Inc. completed three private placements of 7.5 million shares of restricted common stock at $0.1 per share. The transaction took place with three investors and generated gross proceeds of $750,000. Net proceeds from the financing will be used for general corporate purposes including initiation of activities related to the Company's proposed business in China. The offering was made pursuant to an exemption from registration with the SEC pursuant to Regulation S. The securities have not been registered under the Securities Act of 1933 or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws. The Company did not grant any registration rights to the new shareholder with respect to the Shares in the offering. Selling Agreement with Grand Vision Media Limited The Company and Grand Vision Media Limited have signed the Cross Selling Agreement to cross sell each other's products. Grand Vision has its well-established sales team in Beijing, Guangzhou and Hong Kong, the Company can leverage its sales force and enlarge its customer base. Grand Vision has the exclusive rights to operate the advertising panels at "Stellar International Theater Chain" theaters and they plan to install the glass-free 3D LED panels. At present, Stellar International Cineplex has established 56 modern cineplexes in many major cities in China, such as Beijing, Shanghai, Chengdu, Chongqing, Xuzhou, Tianjin, Shenyang, Lanzhou, Guangzhou, Qingdao and Hohhot. SMI Corp Ltd, the operator of Stellar International Theater Chain, is a leading China theaters' operator, currently engaged in movie theater operation, film operation, film investment, in-theater counter sales and online shopping. SMI offer more than 20 types of advertising and planned to build 50 mega LED displayers per annum to attract potential advertisers. As SMI's theaters network continues to expand, the Company believes that advertising platform will significantly benefit from its synergies effect. The rapid development of the Chinese film industry in recent years makes it as the world's second largest market. Benefiting from China robust economy together with the improvement of its income per capita and urbanization rate, the Chinese file industry continues to flourish. Earnest Leung, chief executive officer of Network CN Inc. stated, "We are delighted to expand our media network beyond Shanghai into China's major cities. We look forward to further strengthening our position in the out-of-home media business in China," Additional information is available for free at: http://is.gd/kGZwMu About Network CN Causeway Bay, Hong Kong-based Network CN Inc. provides out-of-home advertising in China, primarily serving the needs of branded corporate customers. In the auditors' report on the consolidated financial statemetns for the period ended Dec. 31, 2012, Union Power Hong Kong CPA Limited, in Hong Kong SAR, expressed substantial doubt about Network CN's ability to continue as a going concern. The independent auditors noted that the Company has incurred net losses of $1.2 million, $2.1 million and $2.6 million for the years ended Dec. 31, 2012, 2011, and 2010, respectively. The Company reported a net loss of $1.2 million on $1.8 million of revenues in 2012, compared with a net loss of $2.1 million on $1.8 million of revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.05 million in total assets, $7.55 million in total liabilities and a $6.50 million total stockholders' deficit. NEW LIFE INT'L: Hiring Real Estate Agents to Market Properties -------------------------------------------------------------- New Life International asks the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize the employment of these real estate agents: 1. Ray Banks Monteagle Sewanee, Realtors P.O. Box 293 20 West Main Street Monteagle, TN 37356 Tel: (931) 924-7253 2. Gwendolyn B. Dowland RE/MAX of Tennessee RE/MAX Choice Properties 663 Nashville Pike Gallatin, TN 37066 Tel: (615) 452-7264 3. Mandy Knaack RE/MAX Real Estate Connection 913 West Main, Suite D P.O. Box 1348 Cabot, AR 72023 Tel: (501) 843-3067 4. Bob Peltier Bob Peltier & Associates 1805 E. Mulberry Street Angleton, TX 77515 Tel: (979) 849-1234 The Debtor owns five parcels of real estate that it plans to sell in furtherance of the liquidation of its assets and the successful completion of the Chapter 11 case: A. 340 Lake Louisa Loop, Monteagle, Franklin County, Tennessee (purchased November 2007); B. 34 Lake Louisa Loop, Monteagle, Franklin County, Tennessee (purchased September 2007); C. 2177 Gordon Crossing, Hendersonville, Sumner County, Tennessee (purchased January 2009); D. 3407 Horton Drive, Cabot, Lonoke County, Arkansas (purchased February, 2009); and E. 23543 Highway 288, Angleton, Brazoria County, Texas (purchased September 2003). The real estate agents will, among other things: -- assess the value of the Debtor's real estate and potential buyer base; -- marketing of the Debtor's real estate and presentation of real estate to potential buyers; and -- negotiate real estate sales contracts, and assistance in the ultimate sales of the Debtor's real estate. To the best of the Debtor's knowledge, the agents are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtor also relates that no funds or property of the Debtor will be used to compensate agents for any services that they may perform for New Life Cabins, Inc., New Life Development, Inc., New Life Digital Media, LLC, New Life Holdings, Inc., New Life Property Holdings, Inc., New Life Property Holdings II, Inc., or Northgate Holdings, Inc. Those services, if any, will be paid for by other sources under separate engagements. The Court will convene a hearing on April 8, 2014, at 9:00 a.m., to consider the engagements. Objections, if any, are due March 20. About New Life International New Life International, a religious corporation originally incorporated under the name "World Bible Society", sought Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974) in Nashville, Tennessee, on Dec. 31, 2013. The Debtor disclosed $44,651,301 in assets and $46,362,805 in liabilities as of the Chapter 11 filing. NLI's sources of revenue include donations of goods, money and other property, investment earnings, sale of Christian-themed merchandise and earnings from other real estate and operating entities. Other names used by the Debtor are the National Community Foundation, The New Life Group, and Band Angels. The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC, as financial consultant. The U.S. Trustee for Region 8 appointed five creditors to serve in the Official Committee of Unsecured Creditors. NEW LIFE INT'L: Committee to Retain Bradley Arant as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 case of New Life International asks the U.S. Bankruptcy Court for the Middle District of Tennessee for permission to retain Bradley Arant Boult Cummings LLP as its bankruptcy counsel. Bradley Arant will provide anticipated legal services needed to represent the interest of the creditors in the Chapter 11 case. William L. Norton III, a member of BABC, tells the Court that his hourly rate is $465, and members of the firm to assist in the engagement will charge $230 to $565 per hour. Mr. Norton assures the Court that Bradley Arant is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court will convene a hearing on March 25, 2014, at 9:00 a.m., to consider the matter. Samuel K. Crocker, U.S. Trustee for Region 8, on Feb. 11 appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. The Committee consists of: Robert T. Abbotts 718 Ashmeade Rd. Charlotte, NC 28211 Tel: (704) 607-2976 STTOBBA@AOL.COM Dorthy F. Mack 185 N. Airport Way Manteca, CA 95337 Tel: (209) 470-2772 12dorthy52631@comcast.net James D. Rice 744 Willowhead Drive Naples, FL 34103 (239) 774-7162 E-mail: JRice157@embarqmail.com Richard M. Taylor 501 Haverhill Lane Colleyville, TX 76034 (817)656-9596 RANDSTAYLOR@VERIZON.NET Sharon L. Upton-Rice 744 Willowhead Drive Naples, FL 34103 (239) 774-7162 E-mail: Sharonsthereepups@gmail.com The Organizational meeting was held on Feb. 5, 2014, and the Committee elected Richard M. Taylor as chairman. About New Life International New Life International, a religious corporation originally incorporated under the name "World Bible Society", sought Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974) in Nashville, Tennessee, on Dec. 31, 2013. The Debtor disclosed $44,651,301 in assets and $46,362,805 in liabilities as of the Chapter 11 filing. NLI's sources of revenue include donations of goods, money and other property, investment earnings, sale of Christian-themed merchandise and earnings from other real estate and operating entities. Other names used by the Debtor are the National Community Foundation, The New Life Group, and Band Angels. The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC, as financial consultant. The U.S. Trustee for Region 8 appointed five creditors to serve in the Official Committee of Unsecured Creditors. NEW LIFE INT'L: Files Schedules of Assets and Liabilities --------------------------------------------------------- New Life International filed with the U.S. Bankruptcy Court for the Middle District of Tennessee its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $3,051,140 B. Personal Property $41,600,161 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $627,849 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $45,734,956 ----------- ----------- TOTAL $44,651,301 $46,362,805 A copy of the schedules is available for free at: http://bankrupt.com/misc/NEWLIFE_63_sal.pdf About New Life International New Life International, a religious corporation originally incorporated under the name "World Bible Society", sought Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974) in Nashville, Tennessee, on Dec. 31, 2013. The Debtor disclosed $44,651,301 in assets and $46,362,805 in liabilities as of the Chapter 11 filing. NLI's sources of revenue include donations of goods, money and other property, investment earnings, sale of Christian-themed merchandise and earnings from other real estate and operating entities. Other names used by the Debtor are the National Community Foundation, The New Life Group, and Band Angels. The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC, as financial consultant. The U.S. Trustee for Region 8 appointed five creditors to serve in the Official Committee of Unsecured Creditors. NEW LIFE INT'L: Hiring of Gullett Sanford, Kraft CPAs Okayed ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Tennessee has authorized New Life International to employ: -- the law firm of Gullett, Sanford, Robinson & Martin, PLLC as bankruptcy counsel; and -- Kraft CPAs Turnaround & Restructuring Group PLLC of Nashville, Tennessee, as financial consultant. As reported in the Troubled Company Reporter on Jan. 7, 2014, the Debtor has chosen Gullett Sanford for the reason that it is experienced and well qualified to perform the work required of it in the case. Customary hourly rates of attorneys with Gullett Sanford, as may be adjusted from time to time, including during the pendency of the case, are: Hourly Rates ------------ Members $275 to $475 Associates $150 to $300 Paralegals $90 to $125 Prior to the filing of the Chapter 11 petition, the Debtor paid Gullett Sanford $225,619, of which $173,000 have been disbursed as compensation for prepetition services. The Debtor believes Gullett Sanford is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14). The TCR also reported on Jan. 7, 2014, that Kraft CPAs will assist the Debtor in financial matters while NLI operates in bankruptcy. Kraft will charge the Debtor at these hourly rates, which, subject to Court approval, may be adjusted from time to time, including during the pendency of the case: Hourly Rates ------------ Principals/Members $350 to $420 Staff $65 to $275 Kraft will track and account for time in 1/10th hour increments. In addition to the fees for consulting services, the Debtor will reimburse Kraft for all direct costs that it incurs on the Debtor's behalf. Examples include photocopies, document archiving, delivery and courier services, and travel expenditures. The Debtor has paid the firm $218,631, of which $118,631 has been disbursed as compensation for financial and consulting services rendered prior to the Petition Date. The Debtor believes the firm is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14). About New Life International New Life International, a religious corporation originally incorporated under the name "World Bible Society", sought Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974) in Nashville, Tennessee, on Dec. 31, 2013. The Debtor disclosed $44,651,301 in assets and $46,362,805 in liabilities as of the Chapter 11 filing. NLI's sources of revenue include donations of goods, money and other property, investment earnings, sale of Christian-themed merchandise and earnings from other real estate and operating entities. Other names used by the Debtor are the National Community Foundation, The New Life Group, and Band Angels. The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC, as financial consultant. The U.S. Trustee for Region 8 appointed five creditors to serve in the Official Committee of Unsecured Creditors. NEWWAVE: Proposed $38.5MM Add-on Debt No Impact on Moody's B3 CFR ----------------------------------------------------------------- Moody's Investors Service said that the proposed $38.5 million add-on of credit facilities of Telecommunications Management LLC (NewWave) does not impact its B3 corporate family rating or stable outlook. The incremental credit facilities are comprised of a $10 million revolver commitment increase, a $13.5 million first lien term loan upsize and a $15 million second lien term loan upsize. The B2 rating on the first lien and the Caa2 rating on the second lien remain unchanged as well, as the transaction does not materially impact the mix of debt capital. NewWave also plans to reprice the existing $217.4 million first lien term loan, which should partially offset the increased interest expense of the incremental debt. Moody's expects the company to use proceeds to fund future acquisitions and to support continued upgrade of its network. Since Moody's expects a portion of the add-on to bring incremental cash flow, the transaction does not materially impact NewWave's leverage, estimated in the mid to high 6 times debt-to-EBITDA range. However, the increased interest expense, only partially offset by lower pricing and incremental cash flow, will further pressure its weak free cash flow. The company plans to accelerate some of its upgrade spend, which should facilitate faster growth but will also negatively impact free cash flow. The increase in revolver size provides better liquidity to manage through this spend. Telecommunications Management, LLC (operating under the brand name NewWave) provides video, high speed data, and voice to about 150,000 residential and commercial customers in the Midwest and Southwest portions of the United States including: Missouri, Arkansas, Indiana, Illinois, Texas, Mississippi, Louisiana and a portion of Nevada. GTCR acquired NewWave from Pamlico Capital in May 2013 through its previously established partnership with Rural Broadband Investments, which acquires and invests in rural-focused cable systems serving residential and commercial customers in small-to-middle sized markets and rural geographies. NewWave's annual revenue pro forma for all acquisitions was approximately $160 million for the trailing twelve months ended December 31, 2013. NII HOLDINGS: EVP Business Development Resigns ---------------------------------------------- Peter Foyo, executive vice president, Business Development of NII Holdings, Inc., provided notice of his intention to resign from his position effective Feb. 28, 2014. 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 March 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Reston, Va.-based wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'. "The downgrade follows the company's poor fourth-quarter 2013 results that were below our expectations, and its disclosure that its auditors have uncertainty about the company's ability to continue as a going concern," said Standard & Poor's credit analyst Allyn Arden. The TCR also reported on March 5, 2014, that Moody's Investors Service downgraded the corporate family rating (CFR) of NII Holdings Inc. ("NII" or "the company") to Caa1 from B3. The downgrade reflects the company's poor 2013 operating performance and the risk that the company will violate the covenants governing its Mexican and Brazilian subsidiary debt, which could trigger an event of default for up to $4.4 billion of debt issued by intermediate holding companies NII Capital Corp. and NII International Telecom S.C.A. NOBLE LOGISTICS: Has Interim Authority to Tap DIP Loans ------------------------------------------------------- Noble Logistics, Inc., et al., sought and obtained interim authority from the U.S. Bankruptcy Court for the District of Delaware to obtain from NDLI Acquisition Inc. (a) up to $2 million, with the maximum amount to be borrower after entry of a final order not to exceed $2.6 million, and (b) $150,000 that will be available in amounts and for purposes approved by the DIP Lender in its sole discretion. All DIP Loans and obligations is entitled to superpriority administrative expense claim status, and will be secured by a perfected first-priority lien on the Collateral to the extent that the Collateral is not subject to valid, perfected and non- avoidable liens as of the Petition Date, a perfected second priority lien on the Collateral to the extent the Collateral is subject to valid, perfected and non-avoidable liens in favor of third parties, and a perfected security interest and lien granted to the DIP Lender in and on all the Collateral senior to the Gladstone Prepetition Liens, but junior to all Non-Primed Prepetition Liens. The DIP Claim and Liens are subject to a carve-out, which, under the Interim Order, means an amount equal to: (i) $25,000, plus (ii) all Allowed Chapter 11 Administrative Expenses incurred consistent with the Approved Budget through the earlier of (x) closing of the sale, and (y) termination of the commitment upon an event of default. DIP Loan interest accrues at 7% per annum, which will be added to the principal amount of the outstanding DIP Loans. At all times while a default exists, principal, interest and other amounts will bear interest at a rate per annum equal to 2% in excess of the interest rate. The DIP Loans will mature on the earliest to occur of June 30, 2014, the acceleration of any of the DIP Loans and the termination of the commitments to make the DIP Loans, and consummation of an alternative transaction. The Debtors also obtained interim Court authority to use cash collateral securing their prepetition indebtedness and grant Gladstone Investment Corporation, in its capacity as prepetition lender, adequate protection. A hearing to consider final approval of the DIP Motion is scheduled for March 31, 2014, at 12:00 p.m. (Eastern time). Objections are due March 24. About Noble Logistics Noble Logistics, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on Feb. 28, 2014. The lead case is In re Noble Logistics, Inc., Case No. 14-10442, Bankr. D.Del. The case is assigned to Judge Christopher S. Sontchi. The Debtors' counsel is Gregg M. Galardi, Esq., and Emily A. Battersby, Esq., at DLA PIPER LLP, in Wilmington, Delaware. The Debtors' claims and noticing agent is PRIME CLERK LLC. NOBLE LOGISTICS: Can Employ Prime Clerk as Claims & Noticing Agent ------------------------------------------------------------------ Noble Logistics, Inc., et al., sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to retain Prime Clerk LLC as claims and noticing agent to, among other things, distribute required notices to parties-in-interest and receive, maintain, docket and otherwise administer the proofs of claim filed in the Debtors' Chapter 11 cases. The firm will be paid at these hourly rates: Analyst $45 Technology Consultant $130 Consultant $140 Senior Consultant $170 Director $195 Solicitation Consultant $195 Director of Solicitation $205 The firm will also be reimbursed for any necessary out-of-pocket expenses. Christopher R. Schepper, executive vice president of Prime Clerk LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Schepper discloses that prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $20,000. John Hense, chief financial officer and chief technology officer of Noble Logistics, said in an affidavit that the Debtors believe that Prime Clerk is capable of handling the requisite noticing responsibilities, thereby relieving the Clerk, or in the alternative, the Debtors, of the burden and expense. About Noble Logistics Noble Logistics, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on Feb. 28, 2014. The lead case is In re Noble Logistics, Inc., Case No. 14-10442, Bankr. D.Del. The case is assigned to Judge Christopher S. Sontchi. The Debtors' counsel is Gregg M. Galardi, Esq., and Emily A. Battersby, Esq., at DLA PIPER LLP, in Wilmington, Delaware. The Debtors' claims and noticing agent is PRIME CLERK LLC. NORTH LAS VEGAS: S&P Lowers Tax Rating to 'BB-'; Outlook Negative ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating and underlying rating (SPUR) to 'BB-' from 'BBB+' on North Las Vegas, Nev.'s limited-tax general obligation (GO) debt outstanding. The outlook is negative. "The lowered ratings are due to S&P's view of a decline in fiscal flexibility, the pending lawsuit, and significant future deficits, as well as our local GO criteria published Sept. 12, 2013," said Standard & Poor's credit analyst Bryan Moore. The ratings reflect S&P's assessment of the following factors for the city, specifically its: -- Very weak economy, -- Very weak budgetary flexibility, -- Weak budgetary performance, -- Very weak liquidity, and -- Very weak management conditions. NORTHERN BEEF: Gao Changchun Contests Priority of White Oak's Lien ------------------------------------------------------------------ Gao Changchun, a limited partner of SDIF Limited Partnership 6, filed with the U.S. Bankruptcy Court for the District of South Dakota a complaint against Northern Beef Packers Limited Partnership, White Oak Global Advisors, LLC, SDIF Limited Partnership 6, and SDIF Limited Partnership 9, contesting the priority of White Oak's lien over the lien of LP6. Gao Changchun is asking that the Court determine validity, extent and priority of liens in the Debtor's real and personal property. Gao Changchun wants the Court to determine that the mortgage lien and security interest of LP6 is the first and prior lien securing the sum of $34,837,890.41, and is prior and superior to the liens and claims of White Oak and all other parties, including claims of the Official Committee of Unsecured Creditors, subject only to valid mechanics liens and tax liens. On Nov. 4, 2014, the Debtor entered into a credit agreement with LP6 for the purpose of obtaining a loan or loans in the principal sum of up to $60 million. By agreement dated as of Aug. 30, 2011, the Debtor, LP6 and LP9 agreed that of the $60 million of loans, $35 million would be made by LP6, and $25 million would be made by LP9. Gao Changchun alleges on information and belief that as of the date of filing the indebtedness due LP6 was $34,837,890. To secure the indebtedness due LP6, the Debtor executed and delivered a Nov. 4, 2010 Mortgage-One Hundred Eighty Day Redemption encumbering all the real property. The Mortgage named LP6 as mortgagee. To further secure repayment of the indebtedness due LP6, the Debtor executed and delivered to LP6 and LP9 a security agreement dated Nov. 4, 2010, granting LP6 and LP9 a security interest in all the personal property. The security interest granted by that agreement is a perfected security interest. LP6 and LP9 are the holders of the first priority mortgage lien upon the real property of the Debtor. LP6 is the holder of the first priority security interest in the personal property of the Debtors. White Oak is the holder of a Mortgage-One Hundred Eighty Day Redemption Mortgage and Security Agreement with Assignment of Rents and Fixture Filing encumbering all of the real and personal property securing payment of $35 million plus interest, which mortgage would constitute a second lien priority, junior to that of LP6 and LP9. However, the Debtor, LP6 and LP9, and White Oak have purported to enter into certain subordination agreements by the terms of which LP6 and LP9 have purported to subordinate their first priority position in favor of White Oak up to but not in excess of the sum of $45 million. By the terms of the stipulation (revised) regarding secured post-petition financing entered into among the Debtor, White Oak, and the Committee, the claims and rights on account of indebtedness in excess of $47 million held by White Oak are purportedly to be assigned to an agent of the Committee. Gao Changchun alleges that: (i) the meeting of limited partners in Beijing for the purpose of voting on a resolution to subordinate LP6's loan to White Oak up to $40 million wasn't properly called and that limited partners of LP6 were not provided with sufficient information in Chinese from which to understand the issues; (ii) the general partner proceeded to enter into the subordination agreements dated as of Sept. 10, 2012, without requiring that the subordination agreements be contingent upon the conditions set forth in the resolution. The resolution stipulates that the authorization it grants will be retracted if operations weren't commenced by Sept. 20, 2012. Operations were in fact not commenced by that date; (iii) on Nov. 16, 2012, the general partner, the Debtor, and White Oak entered into a first amendment to the subordination agreement which increased the amount of subordinated debt to $45 million from $40 million. Gao Changchun alleges that this amendment was never approved by a written resolution passed by 51% of the limited partners as required by the LP agreement. Gao Changchun and other LP6 investors entered into a limited partnership agreement, which gives the general partner extensive powers to act for the partnership. Gao Changchun is represented by: LINDQUIST & VENNUM LLP Daniel R. Fritz, Esq. 101 S. Reid Street, Suite 302 Sioux Falls, SD 57103 Tel: (605) 978-5205 E-mail: dfritz@lindquist.com - and - MITCHELL SILBERBERG & KNUPP LLP Mary Lane, Esq. 11377 West Olympic Boulevard Los Angeles, California 90064 Tel: (310) 312-3195 Fax: (310) 312-3100 E-mail: mal@msk.com About Northern Beef Packers Northern Beef Packers Limited Partnership, which operates a beef processing facility that opened in October 2012, filed for Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19, 2013. Karl Wagner signed the petition as chief financial officer. Judge Charles L. Nail, Jr., presides over the case. The Debtor estimated assets of at least $50 million and debts of at least $10 million. James M. Cremer, Esq., at Bantz, Gosch, & Cremer, L.L.C., serves at the Debtor's counsel. Steven H. Silton, Esq., at Cozen O'Connor serves as co-counsel. Lincoln Partners Advisors LLC serves as financial advisors. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors in the case. Robbins, Salomon & Patt, Ltd. serves as it lead counsel. Patrick T. Dougherty serves as its local counsel. OCTAVIAR ADMINISTRATION: Liquidator Files Sec. 1515 Statement ------------------------------------------------------------- Katherine Elizabeth Barnet, foreign representative of Octaviar Administration Pty Ltd., related to the U.S. Bankruptcy Court for the Southern District of New York that, that due to the Company's high debt load and desire to sell its principal asset, the Company ultimately determined that it was necessary and appropriate for the Company to be placed into administration. BY an order dated Sept. 9, 2009, the Supreme Court of Queensland, Australia, appointed William John Fletcher and Ms. Barnet were appointed by the Australian Court as joint and several liquidators of the Company. On October 3, 2008, the directors of the Company resolved to place the Company into voluntary administration and to appoint John Lethbridge Greig and Nicholas Harwood of Deloitte Touche Tohmatsu as voluntary administrators. On January 12, 2009, Messrs. Greig and Harwood were appointed as deed administrators pursuant to a Deed of Company Arrangement. On July 31, 2009, the Australian Court ordered that the OA Deed be terminated. Messrs. Greig and Harwood were then appointed as the Liquidators of the Company. On Sept. 9, 2009, Messrs. Greig and Harwood were removed as Liquidators pursuant to orders of the Australian Court, the Petitioners were appointed as liquidators of the Company. Ms. Barnet tells the U.S. Bankruptcy Court that it is her belief that the liquidation of the Company pending before the Australian Court is the only foreign proceeding with respect to the Company. She believes that the Australian Proceeding is a "foreign main proceeding" as she has been advised that term is defined in Sections 101(23) and 1502(4) of title 11 of the U.S. Bankruptcy Code, as, among other things, the Company's primary offices were in Australia, all negotiations with creditors prior to the commencement of the administration proceedings occurred in Australia, and all meaningful proceedings involving the Company over the last four years have occurred in Australia. The Liquidators are represented by Howard Seife, Esq., Andrew Rosenblatt, Esq. -- arosenblatt@chadbourne.com -- Francisco Vazquez, Esq. -- fvazquez@chadbourne.com -- and Eric Daucher, Esq. -- edaucher@chadbourne.com -- at CHADBOURNE & PARKE LLP, in New York. About Octaviar Administration Katherine Elizabeth Barnet and William John Fletcher, joint and several liquidators of Queensland, Australia-based Octaviar Administration Pty Ltd. filed a Chapter 15 petition against the Company on Feb. 27, 2014. The case is In re Octaviar Administration Pty Ltd., Case No. 14-10438 (Bankr. S.D.N.Y.). The Company has estimated assets of $50 million to $100 million and estimated debts of more than $1 billion. OCTAVIAR ADMINISTRATION: April 10 Hearing on U.S. Recognition ------------------------------------------------------------- Judge Shelley C. Chapman has approved a stipulation between Katherine Elizabeth Barnet and William John Fletcher, as liquidators of Octaviar Administration Pty. Ltd., and Drawbridge Special Opportunities Fund LP. Under the stipulation, the petitioners will file supplemental pleadings in further support of their request for recognition of the Australian Proceeding as a foreign main proceeding with the Bankruptcy Court. Responses, if any, to the petitioners' supplemental pleadings will be filed with the Court on or before March 24, 2014, at 4:00 p.m. (prevailing Eastern Time). The petitioners will file their reply, if any, with this Court on or before April 3, 2014, at 4:00 p.m. (prevailing Eastern Time). The Court will conduct a hearing to consider the petitioners' renewed request for recognition of the Australian Proceeding under Chapter 15 of the Bankruptcy Code on April 10, 2014, at 2:00 p.m. About Octaviar Administration Katherine Elizabeth Barnet and William John Fletcher, joint and several liquidators of Queensland, Australia-based Octaviar Administration Pty Ltd. filed a Chapter 15 petition against the Company on Feb. 27, 2014. The case is In re Octaviar Administration Pty Ltd., Case No. 14-10438 (Bankr. S.D.N.Y.). The Company has estimated assets of $50 million to $100 million and estimated debts of more than $1 billion. ODYSSEY PICTURES: T. Johnson Replaces P. Rodgers as Auditor ----------------------------------------------------------- Odyssey Pictures Corporation's Board of Directors, acting through the Chief Executive Officer, John Foster, accepted the resignation of Mr. Patrick Rodgers, CPA, from his engagement to be the independent certifying accountant for the Company. On Feb. 19, 2014, the Company engaged Mr. Terry L. Johnson, CPA, to act as the Company's independent registered public accountant beginning immediately and, specifically, to complete the year-end audit for fiscal year 2012 and 2013. Neither the Company nor anyone acting on the Company's behalf hired Mr. Terry L. Johnson, CPA in any capacity, nor consulted with him as to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered as to the financial statements, nor was a written report or oral advice rendered that was an important factor considered by the Company or any of its employees in reaching a decision as to an accounting, auditing or financial reporting issue, or any matter that was either the subject of a disagreement or reportable event under 304(a)2) of Regulation S-K during the two most recent fiscal years and subsequent interim period through Feb. 19, 2014. The engagement of a new accountant, and the acceptance of the resignation of the prior accountant was done by the chief executive officer and chairman of the Board of the Company, Mr. John Foster, with the knowledge and approval of the other members of the Board of Directors. The Company does not have an audit committee or any other committee charged with oversight of financial matters, and has entrusted this responsibility in its chief executive officer acting as the Company's chief financial officer. Since his engagement and to the date of his resignation, there have not been, nor are there now, any disagreements between the Company and Mr. Patrick Rodgers, P.C. with respect to any matter of accounting principles, practices, financial statement disclosure, auditing scope or procedure for the reporting and filing completed prior to this date, nor have there been any reportable events? as defined by Regulation S-K section 304(a)(1)(v) during that same period, other than has been reported and disclosed as required nor has his report on the financial statements for either of the past two years contained an adverse opinion, a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. Mr. Rodgers' audit reports on the Company's financial statements for either of the past two years did not contain an adverse opinion, a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. The Company's prior certifying accountant, Mr. Patrick Rodgers CPA. reviewed this disclosure and consented to the statements made by the Company. About Odyssey Plano, Tex.-based Odyssey Pictures Corp., during the nine months ended March 31, 2012, realized revenues from the sale of branding and image design products and media placement services. The Company's ongoing operations have consisted of the sale of these branding and image design products, increasing media inventory, productions in progress and development of IPTV Technology and related services. The Company reported net income to the Company of $34,775 for the year ended June 30, 2012, compared with net income to the Company of $60,400 during the prior fiscal year. The Company's balance sheet at March 31, 2013, showed $1.49 million in total assets, $4.05 million in total liabilities and a $2.55 million total stockholders' deficiency. Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company may not have adequate readily available resources to fund operations through June 30, 2013, which raises substantial doubt about the Company's ability to continue as a going concern. OLD REDFORD: S&P Affirms 'BB' Rating & Removes from CreditWatch --------------------------------------------------------------- Standard & Poor's Ratings Services has affirmed its 'BB' long-term rating on Michigan Public Educational Facilities Authority's series 2005A and Michigan Finance Authority's series 2010A limited obligation revenue bonds, both issued on behalf of Old Redford Academy, and removed the rating from CreditWatch, where it was placed with negative implications on Jan. 22, 2013. The outlook is negative. "The rating was on CreditWatch negative based on the IRS' revocation of the tax-exempt status of the Clothilde R. Smith Charitable Foundation, the academy's foundation, effective Nov. 15, 2011, for failure to receive the foundation's Form 990 filings for the prior three fiscal years," said Standard & Poor's credit analyst Avani K. Parikh. "The issue has since been resolved, allowing retroactive reinstatement of the foundation's tax-exempt status." The 'BB' rating reflects Standard & Poor's assessment of Old Redford's: -- Weakened operating performance in fiscal 2013, -- Constrained balance sheet metrics for a 'BB' rating, -- Below-average academic performance compared to state averages, -- Limited revenue pledge restricting use of per-pupil state aid for debt service, and -- The inherent uncertainty associated with charter renewals. The aforementioned weaknesses are offset by Standard & Poor's view of the academy's: -- Long operating history, -- Good enrollment history, -- Manageable lease-adjusted MADS burden, -- History of two successful charter renewals, and -- Full-faith-and-credit pledge to make lease payments in support of debt service. "The negative outlook reflects our view of the academy's overall weaker financial profile in fiscal 2013," Ms. Parikh added. "If Old Redford can meet 1.1x lease-adjusted MADS coverage budgeted for fiscal 2014, returns to breakeven or modestly positive operating trends, demonstrates improving academic performance, and maintains at least stable enrollment, we could consider returning the outlook to stable. Conversely, if enrollment declines from its current level, operations continue to endure pressure, and balance sheet metrics are further strained by declines in unrestricted cash or increases in short-term cash flow borrowing, we could lower the rating during the one-year outlook period." Ms. Parikh further added that the rating service could lower the rating if Old Redford fails to improve academic performance, or if the school's charter is not renewed for the maximum five-year period, reflecting possible authorizer concerns regarding academy weaknesses. In 1999, Old Redford Academy was founded to help fulfill the Clothilde Foundation's mission of bringing quality education and community support to inner-city children. Located in Detroit, the academy commenced operations during the 1999-2000 school year as a kindergarten through eighth-grade school. It now serves 2,078 students in pre-kindergarten through 12th grade. ORECK CORP: Court Moves Exclusive Plan Filing Deadline to May 1 -------------------------------------------------------------- The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the Middle District of Tennessee has extended, at the behest of Oreck Corporation, et al., the period during which they have the exclusive right to file a plan for an additional 90 days, through and including May 1, 2014, and the period during which the Debtors have the exclusive right to solicit acceptances of that plan for an additional 90 days, through and including June 30, 2014. As reported by the Troubled Company Reporter on Feb. 17, 2014, the Debtors, the Official Committee of Unsecured Creditors and a party-in-interest are working to develop a Chapter 11 plan that would generate an increased return for unsecured creditors. However, the parties need additional time to finalize the proposed Chapter 11 plan, the Debtors said in their Jan. 30, 2014 court filing. Since the Petition Date, the Debtors and their professional advisors have focused much of their time, energy and resources on obtaining maximum value for substantially all of the Debtors' assets and responding to inquiries from various parties in interest in the Chapter 11 cases. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as its financial advisor. In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the TTI Group, finalized the purchase of Oreck Corp.'s assets. The Bankruptcy Court approved the sale on July 16, 2013. Royal, the maker of Dirt Devil floor-care products, won the auction for Oreck Corp. The second-place bidder was the Oreck family, which sold the business in a $272 million transaction in 2003. The Oreck family made the first bid at auction at $21.9 million, including $14.5 million cash. The terms of Royal's winning bid weren't disclosed publicly, according to a Bloomberg News report. Royal was acquired in 2003 by Hong Kong-based Techtronic Industries Co., the maker of Hoover vacuum cleaners. ORECK CORP: Court Okays Settlement With Black Diamond ----------------------------------------------------- The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the Middle District of Tennessee has entered an order approving Oreck Corporation, et al., and the Official Committee of Unsecured Creditors' compromise and settlement with Black Diamond Capital Management, LLC, its affiliates, and other related parties, including without limitation Peter Frank and Russell Spieler, who served as directors of certain of the Debtors. The Committee undertook an investigation into claims the Debtors' estates may hold against third parties, and identified certain potential claims that the Debtors' estates may hold against Black Diamond and the Oreck directors, including claims: (a) against the Oreck directors for potential breaches of fiduciary duty; and (b) against Black Diamond, GSC Recovery III, L.P., and GSC Recovery III Parallel Fund, L.P., to recover potential fraudulent transfers and preferential transfers related to the prepetition first lien credit facility. Black Diamond, in turn, filed proofs of claim against the Debtors' estates relating to asserted indemnification rights under the prepetition first lien facility as well as several million dollars in accrued but unpaid management fees owing under a management agreement among the Debtors and Black Diamond Funds. Black Diamond manages GSC Recovery III, L.P., and GSC Recovery III Parallel Fund, L.P., which own or control a majority of the voting stock of Oreck Holdco 1, Inc., the Debtors' ultimate parent company. GSC Recovery III, L.P., asserts a lien secured by all of the Debtors' assets in connection with the $20 million prepetition first lien credit facility from Wells Fargo Bank, National Association. According to the Debtors' schedules of assets and liabilities, $5.47 million remained outstanding under the Prepetition First Lien Credit Facility as of the Petition Date. Pursuant to the June 20, 2013 final DIP court order, the Debtors were authorized to borrow up to the aggregate principal amount of $9.5 million from Black Diamond Commercial Finance, L.L.C., acting as administrative agent. The Committee and Black Diamond, through their respective counsel, engaged in negotiations and reached a global settlement and compromise with respect to both the potential claims against Black Diamond and its affiliates and the Oreck directors and the filed Black Diamond claims against the Debtor. The Debtors also support the Settlement. The Settlement includes a release in favor of all of the Debtors' directors and officers, not just those associated with Black Diamond. Under the Settlement, the Black Diamond Funds will pay $401,500 to the Debtors' estates for ultimate distribution to unsecured creditors pursuant to the terms of a plan or further court order. Black Diamond waives any and all unsecured claims it may have against any of the Debtors. The Committee and each of the Debtors release, acquit, waive and discharge Black Diamond and its directors, officers, managers, and employees, among others, of, from and against all claims, demands, debts, obligations, costs, liabilities, promises, duties, agreements, warranties, damages, and consequential damages, actions and causes of action whatsoever. A copy of the terms of the settlement is available for free at: http://bankrupt.com/misc/ORECKCORPsettlement.PDF Black Diamond is represented by: Daniel McGuire, Esq. WINSTON & STRAWN LLP 35 W. Wacker Drive Chicago, IL 60601 Tel: (312) 558-6154 Fax: (312) 558-5700 E-mail: dmcguire@winston.com About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as its financial advisor. In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the TTI Group, finalized the purchase of Oreck Corp.'s assets. The Bankruptcy Court approved the sale on July 16, 2013. Royal, the maker of Dirt Devil floor-care products, won the auction for Oreck Corp. The second-place bidder was the Oreck family, which sold the business in a $272 million transaction in 2003. The Oreck family made the first bid at auction at $21.9 million, including $14.5 million cash. The terms of Royal's winning bid weren't disclosed publicly, according to a Bloomberg News report. Royal was acquired in 2003 by Hong Kong-based Techtronic Industries Co., the maker of Hoover vacuum cleaners. OVERLAND STORAGE: Marathon Capital Holds 7.2% Equity Stake ---------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Marathon Capital Management, LLC, disclosed that as of Feb. 21, 2014, it beneficially owned 6,217,606 shares of common stock of Overland Storage Inc. representing 7.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Q5BmLZ About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. Overland Storage incurred a net loss of $19.64 million on $48.02 million of net revenue for the fiscal year ended June 30, 2013, as compared with a net loss of $16.16 million on $59.63 million of net revenue during the prior fiscal year. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013, citing recurring losses and negative operating cash flows which raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2013, the Company had $31.62 million in total assets, $34.93 million in total liabilities and a $3.30 million total shareholders' deficit. PACIFIC PROPERTY: Court Imposes 2nd-Tier Penalty to Founders ------------------------------------------------------------ District Judge David O. Carter imposed second-tier penalties of $75,000 for each of the individual defendants, Michael J. Stewart, John J. Packard, and Randall A. Smith, who are being sued by the Securities and Exchange Commission for their role in the sale of unregistered securities in Apartments America to the public. The SEC had sought third-tier penalties in the amount of $150,000 per individual Defendant. Before forming Apartments America, Messrs. Stewart and Packard owned Pacific Property Assets, which sold "secured promissory notes" to investors and used the proceeds to invest primarily in apartment buildings in Southern California and Arizona. Mr. Smith worked at PPA beginning in April 2009. In May 2009, PPA defaulted on $91.6 million in promissory notes held by 647 investors in 37 investment programs. In the months prior to default, PPA had actively solicited investor funds, and was promising an annual interest rate of 24% to 30% on its promissory notes. In June 2009, one month after its default, PPA filed for Chapter 11 bankruptcy. This bankruptcy was converted to Chapter 7 in September 2010. The Bankruptcy Trustee took over all management of PPA's property portfolio in April 2010. According to the bankruptcy filings, Messors Stewart and Packard drew substantial salaries paid from PPA assets until the default. In September 2009, three months after PPA filed for bankruptcy, Messrs. Stewart, Packard, and Smith formed Apartments America. They agreed to resume the same business model that they had employed with PPA -- raise funds from investors and pool the proceeds to purchase apartment buildings in Southern California and Arizona. The case is, SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. APARTMENTS AMERICA, LLC; MICHAEL J. STEWART; JOHN J. PACKARD; and RANDALL A. SMITH, Defendants, Case No. SA CV 12-0754 DOC (ANx) (C.D. Cal.). A copy of the District Court's March 3, 2014 Order is available at http://is.gd/KRuzRBfrom Leagle.com. As reported by the Troubled Company Reporter on Feb. 19, 2014, Messrs. Stewart and Packard have been arrested and charged with carrying out a Ponzi scheme with respect to PPA that cost investors over $110 million when the scam collapsed, the FBI said. According to a Law360 report, Mr. Stewart, 66, and Mr. Packard, 63, were taken into custody by FBI agents, following the return of a 16-count indictment by a federal grand jury that alleges bank fraud, bankruptcy fraud and mail fraud. PETROFORTE BRASILEIRO: Chapter 15 Case Summary ---------------------------------------------- Chapter 15 Petitioner: Dr. Afonso Henrique Alves Braga Chapter 15 Debtor: Petroforte Brasileiro de Petroleo Ltda. c/o Astigarraga Davis Mullins & Grossman 1001 Brickell Bay Drive, 9th Floor Miami, FL 33131 Chapter 15 Case No.: 14-15408 Type of Business: Gasoline and ethanol distributor Chapter 15 Petition Date: March 7, 2014 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Chapter 15 Petitioner's: Gregory S Grossman, Esq. Counsel: ASTIGARRAGA DAVIS MULLINS & GROSSMAN PA 1001 Brickell Bay Drive 9th Floor Miami, FL 33131 Tel: (305) 372-8282 Email: ggrossman@astidavis.com Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million PRESTIGIOUS PROPERTIES: Case Summary & 2 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Prestigious Properties LLC 220 SW Sunset Blvd, Suite E202 Renton, WA 98057 Case No.: 14-11617 Chapter 11 Petition Date: March 6, 2014 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Timothy W. Dore Debtor's Counsel: Nathan T. Riordan, Esq. RIORDAN LAW PS 600 Stewart St Ste 1300 Seattle, WA 98101 Tel: 206-903-0401 Email: nate@riordan-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Annette Demps, member manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb14-11617.pdf PULSE ELECTRONICS: OCM PE Stake at 69.8% as of Feb. 21 ------------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, OCM PE Holdings, L.P., and its affiliates disclosed that as of Feb. 21, 2014, they beneficially owned 12,065,441 shares of common stock of Pulse Electronics Corporation representing 69.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/j3SSKu About Pulse Electronics San Diego, California-based Pulse Electronics Corporation -- http://www.pulseelectronics.com/-- is a global producer of precision-engineered electronic components and modules, operating in three business segments: Network product group; Power product group; and Wireless product group. As of Dec. 28, 2012, Pulse had $188 million in total assets. The Company's balance sheet at Sept. 27, 2013, showed $188.22 million in total assets, $235.14 million in total liabilities and a $46.92 million total shareholders' deficit. Pulse Electronics incurred a net loss of $32.09 million for year ended Dec. 28, 2012, a net loss of $47.92 million for the year ended Dec. 30, 2011, and a net loss of $37.41 million for the year ended Dec. 31, 2010. As reported by the TCR on Juy 8, 2013, the Company dismissed KPMG LLP as its independent registered public accounting firm. Grant Thornton LLP was hired as replacement. QUARTZ HILL MINING: Case Summary & Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Quartz Hill Mining, LLC 14-15419 c/o Moffa & Bonacquisti Attention: John A. Moffa, RA 19 W. Flagler Street, Suite 504 Miami, FL 33130 Superior Gold, LLC 14-15424 c/o Moffa & Bonacquisti John A. Moffa, RA 19 W. Flagler St., #504 Miami, FL 33130 Type of Business: Metals/Mining Chapter 11 Petition Date: March 7, 2014 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtors' Counsel: Jacqueline Calderin, Esq. EHRENSTEIN CHARBONNEAU CALDERIN 501 Brickell Key Drive #300 Miami, FL 33131 Tel: 305.722.2002 Fax: 305.722.2001 Email: jc@ecclegal.com Debtors' Special Counsel: John A. Moffa, Esq. MOFFA & BONACQUISTI, P.A. 1776 North Pine Island Road, Suite 102 Plantation, FL 33322-5200 Tel: 954-634-4733 Fax: 954-337-0637 Email: John@MBPA-Law.com Total Total Assets Debts ----------- ------------ Quartz Hill $58 million $7.5 million Superior Gold $0 $4.93 million The petitions were signed by John A. Moffa, authorized individual. A. List of Quartz Hill's 10 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Estate of William B. Kempner Alleged Judgment $2,000,000 c/o E. Alan Hampson 1420 Vance St., #200 Lakewood, CO 80214 Gilpin County Treasurer 2013 taxes $15,725 Gus. E. Pappas, P.C. Attorneys' fees $569,626 1776 Yorktown Suite 425 Houston, TX 77056 Internal Revenue Service Unknown Krendi Krendi Sachnoff & Way Legal Services $9,627 Marjorie Robbins Daggett Alleged Judgment $2,000,000 Michael & Dawn Fedrigon Loan $852,823 1477 Chetwood Ct. Mundelein, IL 60060 Scheid Cleveland, LLC Attorney fees $2,100,000 3773 Cherry Creek N. Dr. Suite 575 Denver, CO 80209 Scheid, Cleveland, LLC Attorney fees $52,180 U.S. Environmental Protection CERCLA Unknown Agency B. List of Superior Gold's Nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Gilpin County Treasurer 2013 taxes $15,725 Gus E. Pappas, P.C. Loan Unknown Krendi Krendi Sachnoff & Way Legal Services $9,627 Maqrjorie Robbins Daggett Alleged Judgement $2,000,000 c/o E. Alan Hampson 1420 Vance Street #200 Denver, CO 80214 Michael & Dawn Fedrigon Loan $852,823 1477 Chetwood Ct. Mundelein, IL 60060 Scheid, Cleveland, LLC Attorney fees $52,180 Scheid, Cleveland, LLC Attorney fees Unknown The estate of William B. Kemper Alleged Judgment $2,000,000 c/o E. Alan Hampson 1420 Vance St., #200 Lakewood, CO 80214 U.S Environmental Protection CERCLA Unknown Agency RADIOSHACK CORP: Fitch Affirms 'CCC' LT Issuer Default Rating ------------------------------------------------------------- RadioShack's weak operating results are expected to further constrain its liquidity in 2014, leaving the company with a limited window of opportunity to turn around its business, according to Fitch Ratings. On March 4, 2014, the company reported a 19% comparable store (comp) sales decline during the fourth quarter of 2013, and a nearly 500 basis point (bp) gross margin contraction. EBITDA for full-year 2013 was negative $161 million, materially worse than Fitch's expectation of negative $80 million to $100 million. This compared with positive EBITDA of $48 million in 2012 and $283 million in 2011. RadioShack's cash of $180 million at year-end 2013 is down from $536 million at year-end 2012, and its revolver availability was $375 million, down from $391 million a year ago, broadly in line with Fitch's expectations. Fitch believes that the company's liquidity will be sufficient to finance its operations over the next 12 months, though with limited cushion as its operations continue to consume cash. Fitch projects EBITDA will remain in the negative $150 million to $200 million range in 2014 and 2015, as the benefit from the planned closure of up to 1,100 stores (26% of its domestic store base) is expected to be offset by continued negative trends in the underlying business. Fitch assumes that the closed stores are 15% less productive than the average U.S. store, leading to a revenue decline from store closures of around $600 million. Fitch further assumes that comp store sales will decline in the mid-single digit range over the next two years. Gross margin rates are expected to begin to gradually recover in the second half of 2014 and be roughly flat in the full year compared with 2013, while SG&A is expected to decline by 10%-12% in each of 2014 and 2015, or around $150 million annually, as a result of the store closures and a reduction in corporate-level expenses. More substantial declines in SG&A could offset some of the projected gross profit dollar declines. As a result, free cash flow is expected to remain sharply negative at around -$150 million to -$200 million in 2014, substantially consuming the company's cash balances. This is based on EBITDA of negative $150 million to $200 million, interest expense of over $50 million and capex of $50 million, partly offset by an expected benefit of up to $100 million from the liquidation of inventories in the closed stores. Fitch expects RadioShack will have to tap its revolver during 2014 to finance a seasonal working capital swing of $100 million to $150 million. Fitch believes that free cash flow could be in the negative $200 million range in 2015, assuming steady inventories, and that company would have to rely heavily on its revolver to absorb these losses. Weak underlying trends in RadioShack's mobility and consumer electronics businesses are complicating its effort to stabilize its operations. Within RadioShack's U.S. Company-Operated Stores Segment, comparable store mobility sales (wireless phones) were down 9% mainly due to unit declines, and comparable store retail sales (consumer electronics, batteries, etc.) were down 8.5% in 2013. RadioShack is still in the early stages of expanding its merchandise offerings in growing categories such as headphones and portable speakers, but sales from these categories will not likely be sufficient to offset the secular declines in the company's existing mobility and consumer electronics businesses for at least the next 12 months. Fitch currently rates RadioShack as follows: -- Long-term IDR 'CCC'; -- $535 million senior secured ABL revolver 'B/RR1'; -- $50 million senior secured ABL term loan 'B/RR1' -- $250 million secured term loan 'CCC+/RR3' -- Senior unsecured notes 'CC/RR6'. RADNET MANAGEMENT: Moody's Rates $180MM 2nd Lien Term Debt 'Caa1' ----------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to RadNet Management, Inc.'s proposed $180 million second lien term loan. Concurrently, Moody's affirmed all existing ratings including the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, Ba3 rating on the $101.25 million revolving credit facility, and Ba3 rating on the proposed upsized ($30 million add- on to $415 million) first lien term loan. The Caa1 rating on the 10.375% senior unsecured notes was also affirmed and will be withdrawn following its successful repayment at the close of the transaction. Additionally, the Speculative Grade Liquidity ("SGL") rating was affirmed at SGL-2. The outlook remains stable. Proceeds from the proposed $180 million second lien term loan and $30 million add-on of the first lien term loan, along with approximately $7.7 million of balance sheet cash, are expected to be applied towards refinancing the existing $200 million 10.375% senior unsecured notes at the call premium of $105.188, as well as pay related fees and expenses. Interest savings from the proposed refinancing is anticipated to amount to approximately $5 million per annum. RadNet will need to receive a one-time waiver to effectuate the refinancing. The affirmation of the B2 Corporate Family Rating and stable outlook includes our expectation for RadNet to offset near-term reimbursement rate pressure and maintain stable credit metrics, including debt leverage (debt to EBITDA) of approximately 5.5 times, and interest coverage (EBITA to Interest Expense) above 1.0 times. The following rating actions were taken (LGD point estimates are subject to change and all ratings are subject to review of final documentation): The following ratings were assigned: $180 million second lien term loan due 7 years, assigned Caa1 (LGD5, 81%). The following ratings were affirmed: Corporate Family Rating, affirmed at B2; Probability of default rating, affirmed at B2-PD; $101.25 million senior secured revolving credit facility due October 2017, affirmed at Ba3; LGD rate changed to (LGD3, 31%) from (LGD2, 29%); $415.3 million ($30 million upsizing) first lien term loan due October 2018, affirmed at Ba3; LGD rate changed to (LGD3, 31%) from (LGD2, 29%). Speculative Grade Liquidity rating, affirmed at SGL-2. The following rating was affirmed and will be withdrawn at the successful close of the transaction: $200 million senior unsecured notes, due April 2018, affirmed at Caa1 (LGD5, 84%). Ratings Rationale The B2 Corporate Family Rating incorporates the expectation that adjusted debt leverage will remain high in the 5.5 times range over the next 12 to 18 months as RadNet manages the negative reimbursement environment through the implementation of cost saving initiatives. The rating continues to reflect our expectation for the majority of free cash flow to be used to pay increased amortization on the first lien term loan, growth capital expenditures, and acquisitions. Supporting the rating is RadNet's leading position in certain states, which may increase its negotiating leverage with commercial payors. In addition, RadNet's strategy to become an all-encompassing provider of diagnostic imaging services allows the company to optimize efficiencies that support same-center volume growth and margin stability. The stable outlook reflects Moody's expectation for modest revenue growth while focusing on cost saving initiatives that offset reimbursement pressure. The stable outlook also considers the expectation for a disciplined approach towards potential acquisitions of imaging centers and related services that do not result in increased debt leverage. In addition, the outlook reflects the expectation that the company will maintain a good liquidity profile. The ratings could be downgraded if the company's operating performance or liquidity position was to weaken, or if acquisition activity resulted in a sustained increase in adjusted debt leverage above 6.0 times and/or decline in adjusted interest coverage to below 1.0 times. In addition, any adverse developments in the reimbursement environment that would materially impact RadNet's financial position could also be a cause for a downgrade. The ratings could be upgraded if the company's operating, expansion and growth initiatives result in a sustained increase in revenue and profitability. There could also be upward pressure on the ratings if adjusted free cash flow to debt was to be sustained above 5% on a projected basis and adjusted debt leverage was to be sustained below 4.0 times on a projected basis. Furthermore, a more favorable reimbursement environment with increased visibility would be necessary in order for the ratings to be upgraded. The principal methodology used in this rating was the Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. RadNet (NASDAQ:RDNT), headquartered in Los Angeles, California, provides diagnostic imaging services through a network of 250 diagnostic imaging facilities located in seven states, primarily in California, Maryland, and New York. Revenue for the last twelve month period ended December 31, 2013 was approximately $703 million. RADNET MANAGEMENT: S&P Affirms 'B' CCR & Rates $180MM Loan 'CCC+' ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on RadNet Inc. and revised the outlook to negative from stable. At the same time, S&P assigned a 'CCC+' issue-level rating to the proposed $180 million second-lien term loan. The recovery rating is '6', indicating S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. The company will use proceeds of the second-lien term loan and a $30 million add-on on to the first-lien credit facility to repay the company's $200 million 10.375% senior notes. "We revised the outlook to negative because of the increased call on cash; per the proposed first-lien term loan amendment, we estimate incremental payments (increase amortization net of reduced interest expense) will be roughly $10 million," said credit analyst Tulip Lim. "We believe this additional debt- related burden reduces the RadNet's financial flexibility given weak organic demand and ongoing reimbursement risk. Historically, acquisitions have been a meaningful growth driver. The company's ability to make acquisitions with free cash flow could be constrained by the contemplated capital structure." S&P's negative outlook reflects the company's limited flexibility because of its high mandatory amortization requirements and the potential for a decline in volumes, further reimbursement cuts, or the inability to achieve planned cost reductions to reduce the company's cash flow to cover required annual principal payments. Downside scenario S&P could lower the rating if rising competition, weak volume trends, or reimbursement reductions cause S&P to revise the business risk profile to "vulnerable". This would also likely coincide with a cash flow deficit after debt amortization payments. This could be caused by a mid-single-digit decline in revenue, which is not offset by EBITDA margin expansion. Upside scenario S&P could revise the outlook back to stable if volume trends stabilize and the reimbursement landscape for 2015 is relatively benign. This would include confidence that any modest reimbursement cuts could be offset by cost containment actions, and that internally generated cash flow after debt amortization payments would be positive on a sustained basis. This could be result from flat or improving revenue growth and stable EBITDA margins. REPUBLIC OF TEXAS: Gets Initial Order of CHILLO Energy Drink ------------------------------------------------------------ Republic of Texas Brands, Inc. on March 7 disclosed that it has just received their initial order of CHILLO Energy Drink through its soon to be acquired subsidiary Chill Texas, securing the company as the Master Distributor for the State of Texas. CHILLO product that has been ordered on the Cannabis-Holdings.com site is now being processed and will be heading to destinations in the United States and should be arriving in several days. Pictures have been posted of some of the product and can be found on the http://www.Cannabis-Holdings.comwebsite. The Bulk Commercial orders of CHILLO will begin to ship early next week to numerous commercial locations and the product will likely begin hitting select Texas retailers' shelves in the coming weeks. "This is an exciting day for the RTXBQ's soon to be subsidiary Chill Texas as we are now shipping product and generating revenues for the company. The newspaper article last week in the Dallas Observer generated interest and orders from several Texas retailers who were very eager to get the product on their retail shelves," states COO Randy Safford. "We expect a complete sell through of the first order of CHILLO and we are already making arrangements for the shipment of the second bulk order. Generating revenues will be looked upon very favorably by the judge as we are going to present our plan to the bankruptcy court and we hope to exit from our voluntary Chapter 11 status in the shortest period of time. We have also filed a $4 million dollar lawsuit against Empire Capital llc, Scott Forsythe and Matthew Nicoletti for damages." About Republic of Texas Brands Incorporated Republic of Texas Brands Incorporated's mission is to find the premier cannabis and hemp industry innovators, leveraging its team of professionals to source, evaluate and purchase value-added companies and products, while allowing them to keep their integrity and entrepreneurial spirit. The company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 13-bk-36434) on Dec. 17, 2013. The company estimated assets of $0 to $50,000 and liabilities of $500,001 to $1 million. Judge Barbara J. Houser presides over the case. The Debtor is represented by: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com ROAD INFRASTRUCTURE: S&P Affirms 'B' CCR Over Eberle Acquisition ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Road Infrastructure Investment LLC. The outlook is stable. At the same time, S&P assigned 'B' and 'CCC+' issue-level ratings to Road Infrastructure's proposed $465 million first-lien facilities and $170 million second-lien term loan, respectively. The first-lien facilities consist of a $75 million revolving credit facility due 2019 and a $390 million term loan due 2021. The recovery rating on the proposed first-lien facilities is '3', indicating S&P's expectation of meaningful recovery (50% to 70%) in the event of a payment default. The recovery rating on the $170 million second-lien term loan due 2021 is '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of payment default. S&P's ratings reflect its assessment of Road Infrastructure's financial risk profile as "highly leveraged" and business risk profile as "fair." "Pro forma for the refinancing transaction, we expect leverage metrics to deteriorate but remain within the range required for the rating for the next couple of years, given the company's improved EBITDA, relative stability of earnings, and improved liquidity position as the proposed revolver is almost twice the size of the previous revolver," said Standard & Poor's credit analyst Pranay Sonalkar. The stable outlook reflects the company's favorable long-term demand. Standard & Poor's believes the recurring nature of its revenues, along with a fair competitive position in most of its product segments, will allow the company to generate sufficient free cash flow to fund debt servicing requirements and maintain an FFO to debt ratio of around 8%. ROCKWELL MEDICAL: Incurs $8.3 Million Net Loss in 4th Quarter ------------------------------------------------------------- Rockwell Medical, Inc., reported a net loss of $8.33 million on $13.96 million of sales for the three months ended Dec. 31, 2013, as compared with a net loss of $13.67 million on $12.99 million of sales for the same period last year. For the year ended Dec. 31, 2013, the Company incurred a net loss of $48.78 million on $52.37 million of sales as compared with a net loss of $54.02 million on $49.84 million of sales in 2012. The Company's balance sheet at Dec. 31, 2013, showed $36.36 million in total assets, $35.76 million in total liabilities and $595,539 in total shareholders' equity. "We had a very productive and successful 2013," stated, Robert L. Chioini, founder, chairman and CEO of Rockwell. "We completed our Triferic(R) Phase 3 pivotal study program and achieved outstanding clinical efficacy and safety results. We presented our compelling clinical data to the nephrology community via the most prominent conferences, including the PRIME study results showing Triferic reduces ESA a notable 35% overall and 74% among hypo-responders. We achieved all of our clinical milestones in 2013, and we are on track to submit our New Drug Application for Triferic to the FDA shortly. Based upon exceptional clinical results, we believe Triferic has high likelihood of gaining FDA approval and becoming the standard-of-care for iron maintenance therapy for dialysis patients." Mr. Chioini further stated, "Our sales continue to grow, led by our CitraPure concentrate product line. We anticipate FDA manufacturing approval for Calcitriol will occur shortly and upon commercial launch we expect robust sales. Notably, R&D expense decreased significantly in the fourth quarter and we expect a similar decline quarterly through year-end 2014." A copy of the press release is available for free at: http://is.gd/3EKTA1 About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. In its report on the consolidated financial statements for the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton Township, Michigan, expressed substantial doubt about Rockwell Medical's ability to continue as a going concern, citing the Company's recurring losses from operations, negative working capital, and insufficient liquidity. The Company reported a net loss of $54.0 million on $49.8 million of sales in 2012, compared with a net loss of $21.4 million on $49.0 million of sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $43.60 million in total assets, $37.50 million in total liabilities and $6.10 million in total shareholders' equity. RR DONNELLEY: Moody's Rates New $350MM Unsecured Notes 'Ba3' ------------------------------------------------------------ Moody's Investors Service rated RR Donnelley & Sons Company's (RR Donnelley) new $350 million senior unsecured notes Ba3. RR Donnelley's corporate family rating (CFR) and probability of default ratings (PDR) remain unchanged at Ba2 and Ba2-PD, respectively. Ratings of the company's senior secured credit facility and senior unsecured notes also remain unchanged at Baa2 and Ba3, respectively, and RR Donnelley's speculative grade liquidity rating remains unchanged at SGL-2 (good). The outlook remains negative. Proceeds from the new $350 million 10-year senior unsecured notes will be used to fund like-sized tender offers repaying a combination of RR Donnelley's 2018, 2019 and 2020 notes. Accordingly, the new senior unsecured notes are rated at the same Ba3 level as all of RR Donnelley's existing senior unsecured notes. The following summarizes the rating actions and RR Donnelley's ratings: Issuer: R.R. Donnelley & Sons Company Assignments: Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4 - 65%) Ratings/Outlook Actions: Corporate Family Rating, unchanged at Ba2 Probability of Default Rating, unchanged at Ba2-PD Speculative Grade Liquidity Rating, unchanged at SGL-2 Senior Secured Credit Facility, unchanged at Baa2 (LGD1, 6%) Senior Unsecured Regular Bond/Debenture, unchanged at Ba3 (LGD4 - 65%) Senior Unsecured Shelf, unchanged at (P)Ba3 Outlook, Unchanged at Negative Ratings Rationale RR Donnelley is weakly positioned at the Ba2 level because of elevated leverage and very weak industry fundamentals evidenced by stalled revenue growth. Given the implication that EBITDA growth will also stagnate, management implemented more conservative Debt- to-EBITDA policies, and the rating assumes significant debt repayment as efforts to restore financial flexibility unfold. Moody's expect management to apply virtually all of the company's nearly $300 million of annual free cash flow (Moody's estimated) towards debt reduction for the foreseeable future; the Ba2 CFR rating assumes repayment of the $258 million maturity in April 2014. The rating continues to benefit from the company's resilient cash flow profile; during the 2008/2009 recession, despite 2009 revenue being 15% less than in 2008 and despite a 34% EBITDA decline, the company remained cash flow positive. Rating Outlook Given the potential of a change in management's de-leveraging commitment as well as accelerating declines in the broadly-defined commercial printing industry, the outlook is negative. What Could Change the Rating - UP Presuming stronger industry fundamentals and solid liquidity, positive outlook or ratings actions could result from Moody's- adjusted free cash flow-to-Debt (FCF/TD) to increasing on a sustainable basis into the 10%-to- 15% range. At that level of FCF, Moody's-adjusted Debt-to-EBITDA would likely be in the 3.0x- to-3.5x range. What Could Change the Rating - DOWN Interruption of delivering towards 3.75x Moody's-adjusted Debt-to- EBITDA by 2015 could result in a CFR downgrade, as would adverse liquidity developments, a downwards revision in existing financial guidance or a more than 2.5% decrease in annual organic revenue. Corporate Profile Headquartered in Chicago, Illinois, R.R. Donnelley & Sons Company (RR Donnelley) is North America's largest commercial printing company, with annual revenues of approximately $10.4 billion of which 75% comes from North American operations while 25% is international. RR Donnelley provides publishing, retail, variable print and strategic services. The principal methodology used in this rating was the Global Publishing Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. RR DONNELLEY: S&P Assigns 'BB-' Rating to $350MM 10-Yr. Notes ------------------------------------------------------------- Standard & Poor's Ratings Services assigned Chicago-based print company R.R. Donnelley & Sons Co.'s proposed issuance of $350 million 10-year notes a 'BB-' issue-level rating, with a recovery rating of '4', indicating S&P's expectations for average (30%-50%) recovery for bondholders in the event of a payment default. Leverage, pro forma for the transaction, will remain unchanged at 3.4x as Donnelley will use the proceeds from the issuance to tender for various portions of the company's senior notes due in 2018, 2019, and 2020. The ratings on Donnelley reflect S&P's assessment of its "weak" business risk profile and "significant" financial risk profile. Donnelley's traditional print operations are subject to long-term structural decline, with volumes decreasing 1% to 2% and pricing declining roughly 2% to 3% annually in S&P's view. Donnelley has sought to counter these trends by diversifying into service- related businesses, but it remains unclear whether growth in these businesses will offset the secular declines plaguing the traditional printing businesses. S&P expects that leverage will remain about 3.4x through 2014 before slowly trending down toward the company's stated leverage target of 2.25x to 2.75x. RATINGS LIST R.R. Donnelley & Sons Co. Corporate Credit Rating BB-/Stable/-- New Rating R.R. Donnelley & Sons Co. $350M 10-year notes BB- Recovery Rating 4 SANCHEZ ENERGY: Moody's Hikes Corporate Family Rating to 'B2' ------------------------------------------------------------- Moody's Investors Service upgraded Sanchez Energy Corporation's Corporate Family Rating (CFR) to B2 from B3 and its senior unsecured note rating to B3 from Caa1. Moody's also upgraded Sanchez's Speculative Grade Liquidity Rating (SGL) to SGL-2 from SGL-3. The rating outlook has been revised to stable from positive. "Sanchez has the asset base and the capital structure to sustain its production level near 20,000 boe/day," said Sajjad Alam, Moody's Analyst. "The company has executed its drilling operations in line with our expectations and Moody's anticipate steady organic growth in reserves, production and cash flows through 2015." Issuer: Sanchez Energy Corporation 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 (LGD4, 68%) from Caa1 (LGD4, 62%) Speculative Grade Liquidity Rating, Upgraded to SGL2 from SGL-3 Outlook Actions: Changed to Stable From Positive Ratings Rationale The B2 CFR is underpinned by Sanchez's oil-weighted asset base and strong cash margins, meaningful leasehold acreage in one of the largest and most active unconventional resource plays in the US, improving operational performance notwithstanding its short operating history, and visible production and reserves growth trajectory. Sanchez's ratings are restrained by its small scale, early stage and concentrated upstream operations in the Eagle Ford Shale, high leverage in terms of average daily production and PD reserves, and large anticipated capital spending program through 2015 that entails execution and funding risks and involves significant drilling for lease retention. Sanchez has good liquidity to cover its cash requirements through early-2015 which is reflected in the SGL-2 rating. Given its ambitious capital budget of $650-$700 million for 2014, the company will have to rely on its revolving credit facility to cover the projected funding gap in the range of $250-$300 million. Sanchez has a $325 million committed revolving credit facility (borrowing base $400 million), which was undrawn at December 31, 2013. Moody's expect the borrowing base to grow over time as the company adds more reserves which should provide more liquidity cushion. Substantially all of Sanchez's assets are pledged as security under the credit facility, however, some of its Eagle Ford acreage could be monetized if liquidity tightens. Sanchez's $600 million senior unsecured notes are rated B3. The senior secured borrowing base revolving credit facility has first- lien claims to substantially all of Sanchez's assets. Given the priority claim and relatively significant size of the secured revolver in the capital structure, the unsecured notes are rated one notch below the B2 CFR under Moody's Loss Given Default Methodology. The stable outlook reflects our expectation that Sanchez will fund its capital program prudently and maintain sufficient liquidity. In order to get upgraded to B1, Sanchez will need to show a substantial growth in production and reserves. An upgrade could be considered if Sanchez can sustain production in excess of 35,000 boe/day, hold the debt to average daily production ratio below $35,000 per boe and maintain a RCF/debt ratio above 35%. Accelerated capital spending leading to weak liquidity could prompt a downgrade. A material increase in leverage could also trigger a negative rating action; more specifically, if the debt to average daily production ratio rises above $45,000 per boe, a downgrade is likely. The principal methodology used in this rating was the Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Sanchez Energy Corporation is an independent oil and gas exploration and production company focused on the Eagle Ford Shale in South Texas. SANIBEL DIAMOND: City Can't Interfere in Liquidation Sale --------------------------------------------------------- The City of Sanibel, Florida, must not interfere with a debtor's efforts to conduct going out of business sales, a Florida bankruptcy judge ruled Wednesday. The Sanibel Diamond Store, LLC, which operates a retail jewelry store in the City of Sanibel, in January obtained Court approval to: -- enter into the sale promotion consulting agreement with the Silverman Consultants, LLC for the liquidation of its assets, -- conduct a liquidation sale, and -- establish procedures in connection with the sale On Feb. 7, 2014, the Sanibel Police Department issued a "City Ordinance Violation Notice to Appear" to a sign walker employed by the Debtor to carry a sign on the corner of Periwinkle Way and Palm Ridge Road in Sanibel. The Citation asserted a violation of section 106-131 of the Code of Ordinances of the City of Sanibel, Florida. On Feb. 20, 2014, the City filed a request to stay the Sale Order pending appeal. An evidentiary hearing was held Feb. 21. The City argued that it is a unique community within the State of Florida and the United States and that the island on which the City is located is sensitive to a variety of environmental and safety issues. At the hearing, the Court afforded the City an opportunity to introduce evidence as to its policies and procedures with respect to the issuance of permits allowing the use of signs, the types of signs that are allowed (or are not allowed) by the City, and the health, safety, and environmental concerns implicated by the Debtor's employment of a sign walker or usage of other signs. The City, however, did not call any witnesses or offer any other evidence on these issues. According to Bankruptcy Judge Caryl E. Delano, in the absence of any such evidence, and in view of the fact that the City does allow some commercial signage without requiring a permit, and of the importance of the use of sign walkers, banners, and other advertising to the Debtor's liquidation sale, the Court is persuaded that reasonable signage is appropriate. A copy of the Court's March 5, 2014 SUPPLEMENTAL FINDINGS OF FACT AND CONCLUSIONS OF LAW is available at http://is.gd/GrsONLfrom Leagle.com. The Sanibel Diamond Store, LLC, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 13-15195) on Nov. 15, 2013, listing under $1 million in both assets and debts. A copy of the petition is available at http://bankrupt.com/misc/flmb13-15195.pdf Joseph Trunkett, Esq., at The Trunkett Law Group, LLC, represents the Debtor. SELECT MEDICAL: $110MM Notes Add-on No Impact on Moody's B1 CFR --------------------------------------------------------------- Moody's Investors Service commented that Select Medical Corporation's (a wholly owned subsidiary of Select Medical Holdings Corporation, collectively Select) proposed offering of $110 million of senior unsecured notes due 2021 is credit negative. The add-on to the company's outstanding unsecured notes, which will be used to fund a repurchase of shares from affiliates of Welsh, Carson, Anderson & Stowe, will increase leverage and interest costs. However, there is no change to the company's ratings at this time, including the B1 Corporate Family Rating and the B1-PD Probability of Default Rating. The company's instrument ratings are also unchanged but the LGD loss estimates will be revised to reflect the increase in the amount of unsecured debt in the capital structure. The stable rating outlook is unchanged. The principal methodology used in this rating was the Global Healthcare Service Providers published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Select Medical Corporation, headquartered in Mechanicsburg, PA, provides long-term acute care hospital services and inpatient acute rehabilitative care through its specialty hospital segment. The company also provides physical, occupational, and speech rehabilitation services through its outpatient rehabilitation segment. Select Medical Corporation is a wholly owned subsidiary of Select Medical Holdings Corporation. For the year ended December 31, 2013, Select recognized net revenue in excess of $2.9 billion. SELECT MEDICAL: S&P Retains 'B+' CCR Over $110MM Debt Add-On ------------------------------------------------------------ Standard & Poor's Ratings Services stated that its 'B+' corporate credit rating on Select Medical Corp. remains unchanged following the announced plans to issue a $110 million add-on to the $600 million of 6.375% unsecured notes. Proceeds will be used to fund the repurchase of common shares from Welsh, Carson, Anderson & Stowe IX, L.P. S&P's 'BB-' issue-level rating and '2' recovery rating on the company's term loans and its 'B-' issue-level rating and '6' recovery rating on the unsecured notes are also unaffected. The additional debt has only a modest effect on credit metrics, increasing leverage to 4.4x from 4.2x, and lowering the ratio of funds from operations to debt to 13.9% from 14.6%, which is still well within the range for an "aggressive" financial risk profile. The 'B+' corporate credit rating reflects S&P's view that the company's financial risk profile is "aggressive" and business risk profile is "weak". The aggressive financial risk profile reflects leverage of about 4.4x, as well as S&P's expectation for the company to maintain leverage in the 4x-5x range. The weak business risk profile reflects the company's relatively narrow focus and exposure to reimbursement risk especially from government payers. RATINGS LIST Select Medical Corp. Corporate Credit Rating B+/Stable/-- $710M 6.375% unsecured notes B- Recovery rating 6 SEVEN ARTS: Juan Navarro Reports 14.4% Equity Stake --------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Juan Soler Navarro disclosed that as of Jan. 23, 2014, he beneficially owned 541,000 shares of common stock of Seven Arts Entertainment, Inc., representing 14.46 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/qFjEtz About Seven Arts Los Angeles-based Seven Arts Entertainment, Inc. (OTC QB: SAPX) was founded in 2002 as an independent motion picture production and distribution company engaged in the development, acquisition, financing, production and licensing of theatrical motion pictures for exhibition in domestic (i.e., the United States and Canada) and foreign theatrical markets, and for subsequent worldwide release in other forms of media, including home video and pay and free television. The Company reported a net loss of $22.4 million on $1.5 million of total revenue for the fiscal year ended June 30, 2013, compared with a net loss of $11.2 million on $4.1 million of total revenue for the fiscal year ended June 30, 2012. The Hall Group, CPAs, in Dallas, Texas, expressed substantial doubt about the Company's ability to continue as a going concern following the financial results for the year ended June 30, 2013, citing the Company's recurring losses from operations and net capital deficiency. As of Sept. 30, 2013, the Company had $15.58 million in total assets, $23.93 million in total liabilities and a $8.35 million total shareholders' deficit. SHANGHAI CHAORI: In Default on Bond Interest Payments ----------------------------------------------------- Lingling Wei, writing for The Wall Street Journal, reported that a Chinese solar-equipment maker failed to meet interest payments on a bond, according to a company official there, becoming China's first domestic corporate bond default. According to the report, Liu Tielong, board secretary of Shanghai Chaori Solar Energy Science & Technology Co., said on March 7 that it was in default. The heavily indebted company had warned on March 4 that it wouldn't be able to meet interest payments totaling 89.8 million yuan (US$14.7 million), citing a credit squeeze and its inability to raise enough funds to make the interest payments. The default, though small in size, marks the first time a Chinese company has defaulted on a bond traded in the mainland, the report said, citing Moody's Investors Service. So far, the Chinese government and state-owned banks have largely kept risky borrowers afloat by providing bailouts or debt extensions, keeping borrowing costs low for companies with high debt, the report related. That has led many investors to flock to Chinese corporate bonds on the belief they have an implicit guarantee, helping to fuel growth, the report further related. Total corporate bonds outstanding rose more than tenfold to 8.7 trillion yuan at the end of January from the end of 2007, allowing even weak borrowers to tap funds at relatively low rates. Lingling Wei, Dinny McMahon and Wayne Ma, in a separate article for the Journal, reported that the first default in China's corporate-bond market is unlikely to be the last as the failure by Shangahi Chaori to make a bond-interest signals Beijing's willingness to let some weak companies fall. This move, according to analysts and investors, could inject some discipline into a swelling debt market long viewed as implicitly supported by the government, the Journal said. SINCLAIR BROADCAST: Reports $75.8 Million Net Income in 2013 ------------------------------------------------------------ Sinclair Broadcast Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $75.81 million on $1.36 billion of total revenues for the year ended Dec. 31, 2013, as compared with net income of $144.95 million on $1.06 billion of total revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $4.14 billion in total assets, $3.74 billion in total liabilities and $405.70 million in total equity. As of Dec. 31, 2013, the Company had $280.1 million in cash and cash equivalent balances and net positive working capital of approximately $354.5 million. Cash generated by the Company's operations and borrowing capacity under the Bank Credit Agreement are used as the Company's primary sources of liquidity. A copy of the Form 10-K is available for free at: http://is.gd/PuqIgf About Sinclair Broadcast Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and most diversified television broadcasting companies, currently owns and operates, programs or provides sales services to 58 television stations in 35 markets. The Company's television group reaches roughly 22 percent of U.S. television households and includes FOX, ABC, CBS, NBC, MNT, and CW affiliates. * * * As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Sinclair to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. In September 2010, Moody's raised its ratings for Sinclair Broadcast and subsidiary Sinclair Television Group, including the Corporate Family Rating and Probability-of-Default Rating, each to Ba3 from B1, and the ratings for individual debt instruments. Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed $250 million issuance of Senior Unsecured Notes due 2018 by STG. The Speculative Grade Liquidity Rating remains unchanged at SGL-2. The rating outlook is now stable. SOLAR POWER: Director Jack Lai Quits ------------------------------------ Jack K. Lai resigned as director of Solar Power, Inc., effective as of Feb. 21, 2014. About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. Solar Power disclosed a net loss of $25.42 million in 2012, as compared with net income of $1.60 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $132.92 million in total assets, $119.71 million in total liabilities and $13.20 million in total stockholders' equity. Crowe Horwath LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred a current year net loss of $25.4 million, has an accumulated deficit of $23.8 million, has experienced a significant reduction in working capital, has past due related party accounts payable and material adverse change and default clauses in certain debt facilities under which the banks can declare amounts immediately due and payable. Additionally, the Company's parent company LDK Solar Co., Ltd, has experienced financial difficulties, which among other items, has caused delays in project financing. These matters raise substantial doubt about the Company's ability to continue as a going concern. ST. FRANCIS' HOSPITAL: Asks Court to Determine Stake in Plan Funds ------------------------------------------------------------------ St. Francis' Hospital, Poughkeepsie, New York, et al., on Feb. 14, 2014, filed a complaint initiating an adversary proceeding under the Bankruptcy Code and Section 457(b) of the Internal Revenue Code to seek a declaratory judgment regarding whether funds held in trust for the benefit of St. Francis' employees pursuant to a Section 457(b) Eligible Deferred Compensation Plan for Non- Governmental Tax-Exempt Employers are property of the bankruptcy estate under 11 U.S.C. Sec. 541(b)(7). St. Francis' Hospital has named as defendants in the complaint the Official Committee of Unsecured Creditor, Manufacturers and Traders Trust Company as Indenture Trustee, Wells Fargo Bank, National Association, and several Plan beneficiaries. The Debtor states that Section 541(b)(7) of the Bankruptcy Code makes certain exclusions from the definition of property of a debtor's estate. Specifically Section 541(b)(7) provides that: Property of the estate does not include . . . any amount . . . withheld by an employer from the wages of employees for payment as contributions . . . to . . . a deferred compensation plan under section 457 of the Internal Revenue Code of 1986 [or] . . . received by an employer from employees for payment as contributions . . . to . . . a deferred compensation plan under Section 457 of the Internal Revenue Code of 1986. The Debtor further stated that it entered into a 457(b) plan effective July 1, 2003, as amended and restated on January 2, 2010. The 457(b) Plan was adopted by an adoption agreement. The Debtor argues that pursuant to the terms of the 457(b) Plan, "a participant may defer amounts of compensation (and income earned on those deferrals) and avoid federal income taxation until those amounts are paid or made available to the participant." The Debtor further argues that the amounts held in trust by Wells Fargo pursuant to the 457(b) Plan, Adoption Agreement, and the Trust Agreement, are deferred compensation retirement funds pursuant to Section 457(b) of the Internal Revenue Code. In addition, the Debtor said it was the intention of Congress by enacting the Bankruptcy Abuse Consumer Protection Act, which included the exemption from property of the estate in Section 541(b)(7) for funds withheld by or received by an employer as part of a Section 457(b) deferred compensation plan, that those retirement assets be protected from the bankruptcy process. The Debtor's complaint said Wells Fargo is currently holding approximately $3.2 million in trust, pursuant to the Trust Agreement and the 457(b) Plan. Counsel to the Debtors are: NIXON PEABODY LLP Daniel W. Sklar, Esq. Lee Harrington, Esq. Christopher M. Desiderio, Esq. Morgan C. Nighan, Esq. 437 Madison Avenue New York, NY 10022 Telephone: (212) 940-3000 Facsimile: (212) 940-3111 About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The case is assigned to Judge Cecelia G. Morris. The Debtors are represented by Christopher M. Desiderio, Esq., Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody LLP, in New York. Their financial adviser is CohnReznick Advisory Group; and the investment banker is Deloitte Corporate Finance LLC. BMC Group is the claims and notice agent. The U.S. Trustee has appointed a five-member official committee of unsecured creditors. The Creditors' Committee tapped Alston & Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial advisor. On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as patient care ombudsman in the Debtors' cases. St. Francis filed for bankruptcy to sell its 333-bed acute-care facility, which was founded in 1914, for $24.2 million to Health Quest Systems Inc., absent higher and better offers. An auction was slated for Feb. 13, 2014, if a rival offer is submitted. St. Francis, however, canceled the auction and decided to accept a higher and better bid from Westchester County Health Care Corporation. Under the deal with Westchester, the buyer will assume certain liabilities, plus pay $3,500,000 in cash at closing to cover the break-up fee of $1,000,000 and administrative costs of $2,500,000. The Westchester deal provides for the exchange of bonds in the amount of $27,352,000 at 5.00%. Westchester also will loan or arrange for the loan of funds to retire the Debtors' DIP facility up to a limit of $17,600,000, secured by the Accounts Receivable. Any DIP obligation in excess of $17,600,000 will be paid by the estate. Westchester also will provide a loan in the amount of $250,000 as a "Final Payment" on Bonds to be used to initially capitalize the liquidating trust of the Estate. James P. Lagios, Esq., at Iseman, Cunningham, Riester & Hyde, LLP, represents Health Quest Systems, Inc. ST. FRANCIS' HOSPITAL: Seeks More Time to Decide on Leases ---------------------------------------------------------- St. Francis' Hospital, Poughkeepsie, New York and its affiliated debtors moved under Sec. 365(d)(4) of the Bankruptcy Code for an Order extending time to assume or reject unexpired leases of nonresidential property, which expire on April 16, 2014, for an additional 30 days through and including May 16, 2014. The Debtors base their motion on Sec. 365(d)(4)(A) of the Bankruptcy Code, which provides that: "[A]n unexpired lease of nonresidential property under which the debtor is the lessee shall be deemed rejected, and the trustee shall immediately surrender that nonresidential real property to the lessor, if the trustee does not assume or reject the unexpired lease by the earlier of (i) the date that is 120 days after the date of the order for relief; or (ii) the date of the entry of an order confirming a plan." However, the Debtors argue that under Sec. 365(d)(4)(B) "The court may extend the period determined under subparagraph (A), prior to the expiration of the 120-day period, for 90 days on the motion of the trustee of lessor for cause." The Debtors further state that in the Southern District of New York, there are certain factors that indicate "cause" exists to extend the time to assume or reject unexpired leases. The Debtors assert that the factors are satisfied in this Chapter 11 case. The Debtors state that unexpired leases are an integral part of its business and as a result, they should be afforded sufficient time to evaluate the leases. Moreover, the Debtors state that if they are not afforded additional time then they will be forced to prematurely assume unexpired leases that may later prove to be burdensome to the Debtors' business or in the alternative, be forced to reject leases that would have benefited the Debtors' estate. About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The case is assigned to Judge Cecelia G. Morris. The Debtors are represented by Christopher M. Desiderio, Esq., Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody LLP, in New York. Their financial adviser is CohnReznick Advisory Group; and the investment banker is Deloitte Corporate Finance LLC. BMC Group is the claims and notice agent. The U.S. Trustee has appointed a five-member official committee of unsecured creditors. The Creditors' Committee tapped Alston & Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial advisor. On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as patient care ombudsman in the Debtors' cases. St. Francis filed for bankruptcy to sell its 333-bed acute-care facility, which was founded in 1914, for $24.2 million to Health Quest Systems Inc., absent higher and better offers. An auction was slated for Feb. 13, 2014, if a rival offer is submitted. St. Francis, however, canceled the auction and decided to accept a higher and better bid from Westchester County Health Care Corporation. Under the deal with Westchester, the buyer will assume certain liabilities, plus pay $3,500,000 in cash at closing to cover the break-up fee of $1,000,000 and administrative costs of $2,500,000. The Westchester deal provides for the exchange of bonds in the amount of $27,352,000 at 5.00%. Westchester also will loan or arrange for the loan of funds to retire the Debtors' DIP facility up to a limit of $17,600,000, secured by the Accounts Receivable. Any DIP obligation in excess of $17,600,000 will be paid by the estate. Westchester also will provide a loan in the amount of $250,000 as a "Final Payment" on Bonds to be used to initially capitalize the liquidating trust of the Estate. James P. Lagios, Esq., at Iseman, Cunningham, Riester & Hyde, LLP, represents Health Quest Systems, Inc. STUDIO ONE: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Studio One of New York, Ltd. 31 Baker Place Patchogue, NY 11772 Case No.: 14-70899 Chapter 11 Petition Date: March 7, 2014 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S Trust Debtor's Counsel: Marc A Pergament, Esq. WEINBERG GROSS & PERGAMENT LLP 400 Garden City Plaza Garden City, NY 11530 Tel: (516) 877-2424 Email: mpergament@wgplaw.com Total Assets: $1.56 million Total Liabilities: $1.15 million The petition was signed by Michael Bruemmer, president. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-70899.pdf SWJ MANAGEMENT: Section 341(a) Meeting Set on April 7 ----------------------------------------------------- A meeting of creditors in the bankruptcy case of SWJ Management LLC, will be held on April 7, 2014, at 11:00 a.m. at J. Caleb Boggs Federal Building, 844 King St., Room 5209, Wilmington, Delaware. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. SWJ Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-10460) on March 3, 2014. The petition was signed by Richard Annunziata as managing member. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Bruce J. Duke, LLC, serves as the Debtor's counsel. The Hon. Christopher S. Sontchi oversees the case. TENET HEALTHCARE: Fitch Rates $600MM Sr. Unsecured Notes 'B-/RR5' ----------------------------------------------------------------- Fitch Ratings has assigned a 'B-/RR5' rating to Tenet Healthcare Corp.'s (Tenet) $600 million 5% senior unsecured notes due 2019. Proceeds will be used to refinance outstanding debt and for general corporate purposes. The Rating Outlook is Stable. The ratings apply to approximately $10.9 billion of debt as of Dec. 31, 2013. Key Rating Drivers: -- During fourth-quarter 2013 Tenet acquired Vanguard Health Systems (VHS), a competing for-profit hospital operator, in an all-cash transaction valued at $4.3 billion. The acquisition was entirely debt funded, resulting in pro forma leverage of 5.7x. -- Fitch views the purchase of Vanguard as strategically sound, because it will enhance the geographic scope of Tenet's portfolio of acute-care hospitals and add operational diversification through VHS' health plan business. The strategic rationale for consolidation in the hospital industry is encouraged by reforms favoring larger, integrated systems of care delivery, including the Affordable Care Act (ACA). --The most important risks to Tenet's credit profile are the company's strained free cash flow (FCF) and industry lagging profitability. VHS has several large ongoing capital expansion projects, the funding of which will further pressure cash flows in 2014-2015. --Given Tenet's somewhat limited financial flexibility and the high degree of operating leverage inherent in the business model of a hospital company, persistently weak growth in organic patient utilization in the for-profit hospital sector is a concern. VHS Acquisition Strategically Sound But Stresses Balance Sheet: Tenet's fourth-quarter 2013 acquisition of VHS was entirely debt financed. The company issued $1.8 billion of secured notes and $2.8 billion of unsecured notes. This nearly exhausted its capacity for additional debt secured on a pari passu basis to the existing secured notes per the terms of the notes indentures. It also resulted in pro forma leverage of 5.7x and interest coverage of 2.6x. On a stand-alone basis, the financial profiles of both Tenet and VHS were fairly weak relative compared to the industry peer group. Both companies had high leverage, generated weakly positive or negative FCF, and had industry-lagging EBITDA margins. Weak profitability was partly a business mix issue; Tenet's outpatient operations were historically lacking, and VHS's health plans pulled down overall profitability. In addition to weak profitability, cash generation was strained by high-cost debt and aggressive capital spending. Fitch thinks the additional scale and broader geographic footprint resulting from the acquisition will aid the recent progress that both companies were making in addressing headwinds to their financial profiles. Synergies are a time-proven component of return on investment in hospital acquisitions, and the strategic rationale for consolidation in the industry is further encouraged by reforms favoring larger, integrated systems of care delivery, including the Affordable Care Act (ACA). Despite the apparent benefits, Fitch believes the integration of VHS presents some risk to Tenet's credit profile. The company is forecasting that it will achieve $50 million to $100 million of EBITDA growth due to realization of cost synergies in 2014. Fitch believes this is a reasonable number based on the size of the business and the relatively lower operating margins of VHS. However, Tenet does not have a track record of successfully integrating hospital acquisitions; most of the company's recent purchases have been of small outpatient assets. Operating Trend in-line with Broader Industry: Tenet's 2013 same-hospital operating results showed the headwinds to patient volume exhibited across the industry, with inpatient admissions down 2.3%. Weak organic growth is expected to continue in 2014; Tenet's public guidance for the year includes -2% to flat growth in admissions. Despite this challenging operating environment, Fitch thinks Tenet's business profile includes several opportunities to boost profitability and generate sustainable growth in EBITDA. The most important near-term drivers of improvement in the operating profile include Tenet's recent investment in building its outpatient capacity, the anticipated completion of some of the large capital projects in VHS's construction schedule during 2014, and growth of Tenet's Conifer Health Solutions business. All of these initiatives should contribute to sustainable growth in EBITDA and higher operating margins. Weak FCF Profile: Tenet's liquidity profile is adequate aside from its persistently negative FCF (equals cash from operations less capital expenditures and dividends). At Dec. 31, 2013, liquidity was provided by $113 million of cash on hand and $406 million of availability on the $1 billion capacity bank revolver. Near- term debt maturities include $474 million 9.25% unsecured notes maturing in February 2015. There is a springing maturity of the credit facility to fourth-quarter 2014 unless the company refinances $237 million of the unsecured notes maturing in 2015. Tenet's limited financial flexibility, most particularly its negative FCF profile, has been the major issue constraining the company's ratings over the past several years. The rate of cash burn had been incrementally improving due to improving operating margins and the refinancing of high-cost debt, but progress reversed somewhat in 2013 when Tenet produced FCF of negative $102 million. Negative FCF was partly the result of the VHS acquisition, which contributed to higher cash outflows for acquisition-related expenses, capital expenditures and interest expense in fourth-quarter 2013. Fitch expects Tenet to generate positive but thin FCF in 2014, with an FCF margin below 1%. VHS is committed to capital investments in some of its recently acquired markets. However, the funding of these projects will support growth in EBITDA over the longer term. Some of the in-progress projects, including a heart hospital in Detroit, MI and a general acute care hospital in New Braunfels, TX are scheduled to open in 2014. Fitch projects annual run rate capital expenditures of about $900 million in 2014 through early 2015 to support this schedule of projects before the level of spending moderates starting in mid-2015. Rating Sensitivities: Maintenance of the 'B' Issuer Default Rating (IDR) will require an expectation of debt to EBITDA dropping to near 5.0x by mid-2015. There could be a tolerance for higher leverage at the 'B' IDR (up to 5.5x) assuming there is improvement in the FCF forecast supported by stabilization of organic operating trends in Tenet's largest hospital markets and the on-time and on-budget completion of Vanguard's schedule of capital projects. The Stable Rating Outlook reflects Fitch's belief that the 5.0x leverage target is achievable, based mostly on EBITDA expansion driven by organic growth in the business, as opposed to the realization of synergies or the application of cash to debt reduction. Given Tenet's strained FCF, opportunities to pay down debt are limited. If the company chooses to fund share repurchases with debt and delay deleveraging, it could result in a downgrade of the ratings. A positive rating action is unlikely over the next two to three years. Debt Issue Ratings: Fitch currently rates Tenet as follows: --IDR 'B'; --Senior secured credit facility and senior secured notes 'BB/RR1'; --Senior unsecured notes 'B-/RR5'. The Recovery Ratings are based on a financial distress scenario which assumes that value for Tenet's creditors will be maximized as a going concern (rather than a liquidation scenario). Fitch estimates a post-default EBITDA for Tenet of $1.1 billion, which is a 40% haircut to pro forma EBITDA of $1.8 billion considering the contribution of VHS. Fitch's post-default cash flow estimate for companies in the hospital sector considers the structure of the industry, including relatively stable and non-cyclical cash flows, a high level of exposure to cuts in government payor reimbursement that makes up 30-40% of revenues, offset by the consideration that hospital care is a critical public service. Fitch then applies a 7.0x multiple to post-default EBITDA, resulting in a post-default enterprise value (EV) of $7.6 billion for Tenet. The multiple is based on observation of both recent transactions/takeout and public market multiples in the healthcare industry. Fitch significantly haircuts the transaction/takeout multiple assigned to healthcare providers since transactions in this part of the healthcare industry tend to command lower multiples. The 7.0x multiple also considers recent trends in the public equity market multiples for healthcare providers. Fitch applies a waterfall analysis to the post-default EV based on the relative claims of the debt in the capital structure. Administrative claims are assumed to consume 10% of post-default EV. Fitch assumes that Tenet would draw $500 million or 50% of the available capacity on the $1 billion revolver in a bankruptcy scenario, and includes that amount in the claims waterfall. The revolver is collateralized by patient accounts receivable, and Fitch assumes a reduction in the borrowing base in a distressed scenario, limiting the amount Tenet can draw on the facility. The 'BB/RR1' rating for Tenet's secured debt, which includes the bank credit facility and the senior secured notes, reflects Fitch's expectation of 100% recovery under a bankruptcy scenario. The 'B-/RR5' rating on the unsecured notes reflects Fitch's expectations of recovery of 21% of outstanding principal. The bank facility is assumed to be fully recovered before the secured notes. The bank facility is secured by a first-priority lien on the patient accounts receivable of all of the borrower's wholly owned hospital subsidiaries, while the secured notes are secured by the capital stock of the operating subsidiaries, making the notes structurally subordinate to the bank facility with respect to the accounts receivable collateral. Total debt of $10.9 billion at Dec. 31, 2013 consists primarily of: Senior unsecured notes: -- $60 million due 2014; -- $474 million due 2015; -- $300 million due 2020; -- $750 million due 2020; -- $2.8 billion due 2022; -- $430 million due 2031. Senior secured notes: -- $1.041 billion due 2018; -- $1.8 billion due 2020; -- $500 million due 2020; -- $850 million due 2021 -- $1.05 billion due 2021. TOBACCO SETTLEMENT: S&P Puts CCC+ Rating on CreditWatch Positive ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on two classes of subordinate capital appreciation bonds (CABs) from Tobacco Settlement Financing Corp.'s series 2007-1 on CreditWatch with positive implications. The CreditWatch placements on both classes of subordinate CABs reflect the proposed increase in overcollateralization and the transaction's structure, which allows the pledged collateral to be paid directly to the CABs. The additional tobacco settlement revenue (TSR) provides for the coverage of debt service under a series of stressed cash flow scenarios, including: -- A 5.25% decline in cigarette shipments in 2014 and 2015, and 4.75% in 2016 and thereafter; -- Payment stoppages by certain participating manufacturers at various points over the transaction's term to reflect a Chapter 11 bankruptcy filing; -- A substantial increase in the market share of cigarette manufacturers that are nonparticipating manufacturers under a master settlement agreement; and -- A cigarette volume decline test intended to assess the transaction's ability to withstand annual declines steeper than historic averages in U.S. cigarette consumption. All outstanding classes of this series were originally issued and rated in 2007. The original issuance is collateralized by 76.26% of New Jersey's TSR. Under the pledge agreements, Tobacco Settlement Financing Corp. will pledge the remaining 23.74% previously not pledged to series 2007-1 directly to the series 2007-1B (15.99%) and 2007-1C (7.75%) CABs beginning on July 1, 2016. The CreditWatch placements reflect this additional pledge of TSRs to the CABs. The additional pledge of 23.74% enables the CABs to pass S&P's 'A' category rating level stresses. Once S&P confirms that the pledge agreements have been executed as proposed, it will resolve the CreditWatch placements. RATINGS PLACED ON CREDITWATCH POSITIVE Tobacco Settlement Financing Corp. (Series 2007-1) Class Rating Current amount To From (mil. $)(i) 2007-1B CCC+ (sf)/Watch Pos CCC+ (sf) 184.729 2007-1C CCC (sf)/Watch Pos CCC (sf) 88.391 (i)Accreted value as of Dec. 1, 2013. TOUSA INC: J Beck Wants Court to Specify Allocation of Interests ---------------------------------------------------------------- J Beck and Associates, Inc., as trustee of the TOUSA Liquidation Trust, filed with the U.S. Bankruptcy Court for the Southern District of Florida a motion for entry of an order specifying the allocation of (i) Class 1B General Liquidation Trust Interests, (ii) Class 1B Transeastern Liquidation Trust Interests, (iii) Class 2 General Liquidation Trust Interests, and (iv) Class 2 Transeastern Liquidation Trust Interests among the first lien revolver lenders, the first lien term loan lenders and the second lien term loan lenders for purposes of establishing the registry of liquidation trust interests maintained by the Liquidation Trustee. The Liquidation Trustee seeks court order authorizing Citicorp as first lien revolver agent, in its capacity as first priority representative, to receive and make all future distributions of the debtors' cash and the proceeds of liquidation trust assets allocable to holders of allowed first lien revolver claims and allowed first lien term loan claims. The Liquidation Trustee also asks the Court to authorize Bracewell & Giuliani LLP, counsel to the second lien term loan lenders, to receive and make all future distributions of the debtors' cash and the proceeds of liquidation trust assets allocable to holders of allowed second lien term loan claims. While the Plan expressly provides that distributions to the lenders will be deemed complete upon delivery to the respective agents under the applicable loan documents, the Plan also provides that the lender liquidation trust interests will be issued directly to each individual lender entitled to the interests. Moreover, the liquidation trust agreement specifies that the Liquidation Trustee will establish and maintain the registry in accordance with applicable provisions of the Plan. The Liquidation Trustee does not contest the requisite lenders' request that any distributions allocable to holders of allowed second lien term loan claims be delivered to Bracewell for further distribution to holders of allowed second lien term loan claims; provided, that the Court determines that distributions of the Debtors' cash and the proceeds of the liquidation trust assets made by the Liquidation Trustee to holders of allowed second lien term loan claims will be deemed complete upon delivery of the aggregate amount of each of the distributions to Bracewell, and that upon the delivery, the liquidation trust and its advisors will have no further liability related to the further distribution by Bracewell of amounts to holders of allowed second lien term loan claims. Accordingly, the Liquidation Trustee requests that the Court authorize the Liquidation Trustee to make all distributions allocable to holders of the second lien term loan claims to Bracewell. About TOUSA Inc. Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets: TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder in the United States, operating in various metropolitan markets in 10 states located in four major geographic regions: Florida, the Mid-Atlantic, Texas, and the West. The Debtor and its debtor-affiliates filed for separate Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-10928). Richard M. Cieri, Esq., M. Natasha Labovitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman, in Miami, Fla., represent the Debtors in their restructuring efforts. Lazard Freres & Co. LLC is the Debtors' investment banker. Ernst & Young LLP is the Debtors' independent auditor and tax services provider. Kurtzman Carson Consultants LLC acts as the Debtors' Notice, Claims & Balloting Agent. TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba Eagle Homes, filed for Chapter 11 Protection on July 30, 2008 (Bankr. S.D. Fla. Case No. 08-20746). It estimated assets and debts of $1 million to $10 million in its Chapter 11 petition. Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, N.Y., represent the creditors committee. The unsecured creditors committee initially proposed a chapter 11 liquidating plan for Tousa. However, the committee decided not to pursue approval of its liquidation plan because of a pending appeal of its fraudulent transfer action in the U.S. Court of Appeals for the Eleventh Circuit. In May 2012, the Court of Appeals in Atlanta held that Tousa's bank lenders received fraudulent transfers exceeding $400 million. After mediation before Peter L. Borowitz, Tousa and the unsecured creditors committee, MatlinPatterson Global Advisers and Monarch Alternative Capital, as investment adviser to Monarch Master Funding, collectively reached an agreement in principle on a settlement proposal. The proposal would form the foundation for a joint bankruptcy-exit plan for the Debtors. In May 2013, Tousa and the unsecured creditors committee filed a proposed liquidating Chapter 11 plan. On July 12, 2013, Tousa won court approval of a $67 million settlement with several insurance companies allowing the Debtors to proceed with an Aug. 1 hearing to confirm the plan. The dispute with the insurance companies involved the pre-bankruptcy fraudulent transfers. The insurance companies included Federal Insurance Co., XL Specialty Insurance Co. and Zurich American Insurance Co. According to Bloomberg News, in settlement, the insurance companies will pay $67 million, with $47.9 million going to creditors of the Tousa companies that were forced to take on debt improperly. The first-lien lenders receive $7.66 million, while second-lien lenders take home $11.5 million. Some of the insurance companies also pay $8.27 million of the directors' and officers' defense costs. Bloomberg relates Tousa's Chapter 11 plan has recoveries ranging from 58 percent for senior noteholders to 5 percent for creditors with general unsecured claims. The plan was the result of the decision from the appeals court in May 2012 finding banks received fraudulent transfers exceeding $400 million. The opinion reinstated a ruling by U.S. Bankruptcy Judge John K. Olson which had been set aside on the first appeal in federal district court. The Court confirmed the Plan on August 6, 2013. UMASS MEMORIAL: Moody's Lowers Rating to Ba1; Outlook Negative -------------------------------------------------------------- Moody's Investors Service has downgraded UMass Memorial Health Care's rating to Ba1. The outlook is negative. The actions conclude the review for downgrade initiated on December 13, 2013. The downgrade and negative outlook reflect ongoing core operational challenges including declining admission volumes, constrained revenue growth, the need for extensive expense containment including layoffs, and a complex debt structure, with bank and bond documents containing multiple financial covenants. Summary Rating Rationale: The Ba1 rating and negative outlook reflect the sharp decline in operating performance in FY 2013 and the expectation of an operating deficit and extremely thin operating cash flow in FY 2014, as well as the longer term fundamental challenges facing the system and impeding a return to positive performance. Although the new senior management team is implementing strategies to improve performance, rapid progress will be challenging and the new team faces headwinds, including a large unionized work force, ongoing declines in total admissions, high Medicaid exposure, and need for increased capital spending. The rating also reflects still modest headroom under debt financial covenants and a complex debt structure including cross default provisions between bank debt and bonds. The Ba1 rating benefits from the system's role as a large and diversified health system serving central Massachusetts and the Medical Center's important role as an academic medical center affiliated with University of Massachusetts Medical School (University of Massachusetts system rated Aa2/negative). Challenges The system's operating performance and debt service coverage have steadily weakened over a multi-year period, with very thin operating cash flow in FY 2013 (2.5%). Moody's expect that a return to positive operations will take time and an operating deficit and thin cash flow margin are expected for FY 2014 (1.4% deficit and very thin 3.4% cash flow margin budgeted). The system's debt documents (bonds as well as bank debt) contain multiple financial covenants. Although bank documents have very recently been revised, the sheer number of financial covenants incorporated in these documents, the still modest amount of headroom under covenants, and the potential severity of the resulting remedies (acceleration of bank debt and bonds) are significant credit risks. The Medical Center has very high exposure to Medicaid (19.4% gross payer mix in FY 2013) and relies on the receipt of Supplemental Medicaid Funding which is appropriated by the Commonwealth annually ($45-$48 million net revenue received annually after adjusting for contractual obligations to the University of Massachusetts Medical School). Absent this funding, operating performance would be much weaker and in recent years the timing of receipt of the funding has been variable and resulted in depressed end-of-year liquidity for the system. A large unionized employee base places limitations on expense flexibility, and recent negotiations have resulted in agreements to increase nursing staffing ratios. In spring 2013 the Medical Center came close to but averted a nursing strike. The new contract with the nursing union extends through May 2015. The Medical Center is absorbing sizeable declines in patient volumes and a shift from inpatient to lower-reimbursed observation status. UMMMC experienced a 7% decline in inpatient admissions in FY 2013, and 15.6% decline during the first quarter of FY 2014 (compared to first quarter FY 2013). Admissions are significantly down year over year and much lower than budgeted for first quarter FY 2014. The system's comprehensive debt (which includes unfunded pension liability and operating leases) was $773 million in FY 2013, much higher than direct debt. Although the defined benefit pension plan is large and underfunded, the obligation was reduced significantly during FY 2013 as a result of union negotiations as well as an increased discount rate ($153 million liability in FY 2013, down from $337 million in FY 2012). Strengths The system is large and diversified, including the academic medical center which serves as a safety net provider for central Massachusetts as well as several other community hospitals. The entire system had approximately $2.2 billion of operating revenue in FY 2013. Market share in the Worcester area remains dominant (61% combined volume market share for the Medical Center and member hospitals, as reported by management). The Medical Center maintains a close working relationship with the affiliated University of Massachusetts Medical School (University of Massachusetts System rated Aa2/negative). The medical school and the University campus of UMass Memorial (one of two main hospital sites of the Medical Center) are housed on the same campus in Worcester and share some physical space. The system has a relatively low amount of direct debt outstanding given its large size (direct debt-to-revenue of 20% and cash-to-debt of 130% at FYE 2013). Outlook The negative outlook reflects the forecasted very thin operating cash flow in FY 2014 and ongoing significant negative pressure on admissions during FY 2014. An inability to meet budgeted improvement targets over the next year could result in further downward rating pressure. The negative outlook also reflects the multitude of financial covenants which must be met over the next year under bank and bond documents. What Could Change The Rating UP Although a rating upgrade is unlikely near term, the outlook could return to stable over the medium term if the system builds further headroom under financial covenants and is able to achieve steady improvement in operating cash flow and liquidity. The rating could be upgraded longer term as a result of stabilization of patient volumes and multi-year improvement in operating cash flow coupled with balance sheet strengthening. What Could Change The Rating DOWN The outlook is negative, and the rating could be downgraded as a result of an inability to return the system to positive operations and much stronger operating cash flow. Other factors which could contribute to a downgrade include declining liquidity, discontinuation or substantial delay in receipt of Supplemental Medicaid Funding from the Commonwealth, or breach of debt covenants. The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. UNI-PIXEL INC: Incurs $15.2 Million Net Loss in 2013 ---------------------------------------------------- Uni-Pixel, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $15.18 million on $5.08 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $9.01 million on $76,154 of revenue in 2012. The Company incurred a net loss of $8.56 million in 2011. The Company reported a net loss of $6.13 million on $11,409 of revenue for the three months ended Dec. 31, 2013, as compared with a net loss of $2.89 million on $2,030 of revenue for the same period during the prior year. The Company's balance sheet at Dec. 31, 2013, showed $55.29 million in total assets, $6.05 million in total liabilities and $49.23 million in total shareholders' equity. Cash and cash equivalents totalled $39.4 million at Dec. 31, 2013, as compared to $13 million at Dec. 31, 2012. "While we experienced a number of setbacks in 2013, including management transitions and a delayed start to the roll-to-roll manufacturing of our touch sensors, we exited the year in a stronger position to complete and commercialize our manufacturing process," said Bernard Marren interim co-CEO, interim co-president and chairman of UniPixel. A copy of the Form 10-K is available for free at: http://is.gd/4vsxnT About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. UNIVERSAL UNDERSTANDING: Claims Bar Date Set for May 15 ------------------------------------------------------- In the Chapter 727 proceeding of UNIVERSAL UNDERSTANDING, INC., creditors have until May 15, 2014 to file proofs of claim to the assignee in the case to receive any dividend. Assignee Mark C. Healy, of Michael Moecker & Associates, can be reached at 3613 North 29th Avenue, Hollywood, Florida 33020. The Assignee is represented by: SMITH HULSEY & BUSEY James H. Post, Esq. Stephanie E. Ambs, Esq. Water Street, Suite 1800 Jacksonville, Florida 32202 Tel: (904) 359-7700 Email: jpost@smithhulsey.com sambs@smithhulsey.com khettinger@smithhulsey.com dadkins@smithhusley.com The case, filed on Jan. 15, 2014, is In re: UNIVERSAL UNDERSTANDING, INC., Assignor, To: MARK C. HEALY of MICHAEL E. MOECKER & ASSOCIATES, INC., Assignee, pending IN THE CIRCUIT COURT, FOURTH JUDICIAL CIRCUIT, IN AND FOR DUVAL COUNTY, FLORIDA CASE NO: 16-2014-CA-000380 DIVISION: CV-G Universal Understanding's place of business is at 225 Water Street, Suite 1575, Jacksonville, Florida 32202. USG CORP: Swings to $46 Million Net Income in 2013 -------------------------------------------------- USG Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $46 million on $3.57 billion of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $125 million on $3.22 billion of net sales for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $4.12 billion in total assets, $3.45 billion in total liabilities and $662 million in total stockholders' equity including noncontrolling interest. A copy of the Form 10-K is available for free at: http://is.gd/PPqmhS 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. * * * 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. VICTORY ENERGY: Amends 2012 Annual Report to Add Exhibit -------------------------------------------------------- Victory Energy Corporation amended its annual report on Form 10-K for the year ended Dec. 31, 2012, originally filed with the U.S. Securities and Exchange Commission on Nov. 12, 2013, solely to file Exhibit 99.1 that was inadvertently omitted from the Form 10-K. Exhibit 99.1 is the reserve report letter prepared by James A. Nicholson as of Dec. 31, 2012, and dated Jan. 31, 2013. A copy of the Form 10-K/A is available for free at http://is.gd/CkEYvp About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Marcum, 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 experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. As reported by the TCR on Dec. 3, 2013, Victory Energy dismissed Marcum LLP as the Company's independent registered public accounting firm and engaged Weaver and Tidwell, L.L.P., as replacement. VICTORY ENERGY: Files Q1, Q2 and Q3 2013 Forms 10-Q --------------------------------------------------- Victory Energy Corporation filed with the U.S. Securities and Exchange Commission its quarterly reports for the periods ended March 31, 2013, June 30, 2013, and Sept. 30, 2013. For the three months ended March 31, 2013, the Company reported a net loss of $453,354 on $93,768 of revenue. For the six months ended June 30, 2013, the Company reported a net loss of $838,386 on $255,678 of revenue. The Company incurred a net loss of $1.21 million on $500,526 of revenue for the nine months ended Sept. 30, 2013. As of Sept. 30, 2013, the Company had $3.14 million in total assets, $686,351 in total liabilities and $2.45 million in total stockholders' equity. A copy of the Quarterly Reports are available for free at: http://is.gd/ElKm6s http://is.gd/SOkbVw http://is.gd/2LOA7a About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Marcum, 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 experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. As reported by the TCR on Dec. 3, 2013, Victory Energy Corporation dismissed Marcum LLP as the Company's independent registered public accounting firm and engaged Weaver and Tidwell, L.L.P., as the Company's independent registered accounting firm. VICTORY ENERGY: Gets $36MM of Bank and Private Placement Funding ---------------------------------------------------------------- Victory Energy Corporation has obtained $36.4 million of bank and private-placement funding through its interest in Aurora Energy Partners. The Company, as controlling manager of Aurora, plans to utilize a $26.4 million credit facility from Texas Capital Bank and additional capital of up to $10 million being raised by Navitus Energy Group (Victory's partner in Aurora), to help it rapidly grow the company through acquisitions and property development. The funding round represents a seven times multiple to the current $5 million market value of the company. "We are tremendously excited to have a bank like Texas Capital recognize the strength of our management team and the value of our growing portfolio of Permian Basin assets. This funding round is a validation of our business model and will significantly accelerate our growth. Over the past year we've grown our proved reserves by 85% and by utilizing this current funding round to acquire proved, producing assets, we anticipate a significant acceleration in reserve growth. As we grow, we will continue to focus on creating shareholder value by rapidly growing unconventional oil, and liquids-rich natural gas reserves on existing properties and through the acquisition of new resource properties. We expect that our Permian Basin focus will offer better than 20% rates of return (ROR) on investment capital and break-even points below $65 per barrel of oil. This focus on returns is achieved by targeting the predictable resources plays, favorable operating environment, and consistent reservoir quality across multiple target horizons, and high drilling success rates of the Permian Basin of Texas," said Kenny Hill, CEO of Victory. Victory is headquartered in Austin, Texas, with additional technical and specialized resources located in Midland, Texas. The Company, as controlling manager of Aurora, acquired $26.4 million of the financing through Aurora's credit facility with Texas Capital Bank (Dallas) and expects to acquire an additional $10 million from an existing relationship with Navitus Energy Group (Austin). Texas Capital bank provides funding to hundreds of leading independent oil and gas companies and has over $10.8 billion in total assets. Navitus Energy Group is a private partnership made-up of over 100 individual sophisticated investors that have provided funding to the company directly and through a private placement that began in October 2012. The company also continues to benefit from a funding relationship with Visionary Private Equity Group of Springfield, Missouri. Additional information is available for free at: http://is.gd/yJce9O About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. The Company's balance sheet at Sept. 30, 2013, showed $1.85 million in total assets, $313,114 in total liabilities and $1.54 million in total stockholders' equity. Marcum, 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 experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. WESTERN NEVADA: Court Okays Sale of Accounts to Capital Asset ------------------------------------------------------------- The Hon. Laurel E. Davis of the U.S. Bankruptcy Court for the District of Nevada authorized Western Funding Incorporated, nka WFI Debtor, and its debtor-affiliates to sell to Capital Asset Recover, LLC, certain bankruptcy accounts, free and clear of liens, claims, encumbrances and other interests. The Court has approved the final purchase agreement for the accounts, allowing the Debtors to sell all of their rights, titles and interests in the contracts and the related contract assets for $178,664.07. A copy of the sale and purchase agreement is available for free at http://bankrupt.com/misc/WESTERNFUNDINGsaleorder.pdf On Jan. 24, 2014, the Court entered an order granting, in part, the Debtors' motion for authorization and approval of the sale of certain excluded retail accounts to Meadowlark Financial, LLC. About Western Funding Inc. Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on Sept. 4, 2013, after its own lender said the company broke borrowing promises made last year. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor. Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm represents the Official Committee of Unsecured Creditors. In its schedules, Western Funding disclosed $48,513,558 in total assets and $44,443,913 in total liabilities. Western Funding is jointly administered with Western Funding Inc. of Nevada, and Global Track GPS, LLC. Western Funding Inc. is the lead case. As reported by the TCR on Nov. 22, 2013, the Debtors filed a proposed Chapter 11 plan that contemplates the transfer of equity interests to Carfinco Financial Group, Inc., absent higher and better offers at a court-sanctioned auction. The TCR reported on Feb 21, 2014, that the Court authorized the Debtors to change their corporate names and modify the case caption. In accordance with the order dated Jan. 6, 2014, authorizing the sale of substantially all of the Debtors' operating assets, the Debtors' name will be changed to: Western Funding Incorporated WFI Debtor Western Funding Inc. of Nevada WFN Debtor Global Track GPS, LLC GT Debtor WESTERN NEVADA: Panel's Motion to Appoint Ch 11 Trustee Denied -------------------------------------------------------------- The Hon. Laurel E. Davis of the U.S. Bankruptcy Court for the District of Nevada has denied the motion of the U.S. Trustee and the Official Committee of Unsecured Creditors to appoint a Chapter 11 trustee for Western Funding Incorporated, nka WFI Debtor, and its debtor-affiliates. As reported by the Troubled Company Reporter on Jan. 30, 2014, the Committee and the U.S. Trustee asked the Court to order the appointment a Chapter 11 trustee to replace the management of the Debtors. Carfinco Financial Group, Inc., and Carfinco WFI Inc., and the Debtors filed on Jan. 22, 2014, objections to the appointment of a Chapter 11 trustee. According to the Debtors, the Committee raised a "laundry list" of many arguments that it has previously raised in these cases -- nearly all of which without success, as well as additional arguments that are incorrect, unsupported by evidence, are clearly resolvable short of the extraordinary remedy of the appointment of a Chapter 11 trustee, and can be handled by way of the liquidating plan already in prospect. On Jan. 23, 2014, the Committee responded to the objections, stating that Carfinco admittedly took no position on whether a trustee should be appointed. According to the Committee, Carfinco had no standing. Carfinco expended attorneys' fees to file a pleading to put forth its arguments regarding its conduct, and argued that it had standing because it would be 'impacted and injured significantly if the allegations of the Committee are not clarified or corrected.' Carfinco alleged that it could be harmed because it is a public company and its reputation could be harmed. The Committee argued that its motion to have a trustee appointed had no impact on Carfinco, and that the Court's disposition of the motion would not make any determinations with regard to the conduct of Carfinco. The Committee stated that the Debtors' counsel was aware, no later than Dec. 23, 2013, that the Committee supported the U.S. Trustee's motion to have a trustee appointed. On Dec. 23, 2013, the Debtors' professionals requested an immediate conference call with the Committee counsel and during that call they expressed their "dire" and pressing concerns regarding the ability for them to be paid for their services since the use of cash collateral would end shortly and since there was a pending motion of the U.S. Trustee to have a Chapter 11 trustee appointed. The Committee counsel requested that the Debtors provide a budget to the Committee so that the Committee could evaluate their expenses as compared to having a Chapter 11 Trustee in place. The Committee said that it made this request having clearly and unequivocally informed the Debtors that the Committee didn't believe that the Coopers (CEO Frederick Cooper and COO Katherine Cooper) should remain in control of the Debtors. Despite repeated requests for the budget by the Committee, no budget was received. Carfinco is represented by: Brett A. Axelrod, Esq. Micaela Rustia Moore, Esq. Fox Rothschild LLP 3800 Howard Hughes Parkway, Suites 500 Las Vegas, Nevada 89169 and Alison D. Bauer, Esq. Torys LLP 1114 Avenue of the Americas, 23rd Floor New York, NY 10036-7703 About Western Funding Inc. Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on Sept. 4, 2013, after its own lender said the company broke borrowing promises made last year. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor. Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm represents the Official Committee of Unsecured Creditors. In its schedules, Western Funding disclosed $48,513,558 in total assets and $44,443,913 in total liabilities. Western Funding is jointly administered with Western Funding Inc. of Nevada, and Global Track GPS, LLC. Western Funding Inc. is the lead case. As reported by the TCR on Nov. 22, 2013, the Debtors filed a proposed Chapter 11 plan that contemplates the transfer of equity interests to Carfinco Financial Group, Inc., absent higher and better offers at a court-sanctioned auction. The TCR reported on Feb 21, 2014, that the Court authorized the Debtors to change their corporate names and modify the case caption. In accordance with the order dated Jan. 6, 2014, authorizing the sale of substantially all of the Debtors' operating assets, the Debtors' name will be changed to: Western Funding Incorporated WFI Debtor Western Funding Inc. of Nevada WFN Debtor Global Track GPS, LLC GT Debtor WESTLUND ENGINEERING: Case Summary & 17 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Westlund Engineering, Inc. fka W&W Engineering Company, Inc. 12400 - 44th Street N. Clearwater, FL 33762 Case No.: 14-02501 Chapter 11 Petition Date: March 7, 2014 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: 813-877-4669 Fax: 813-877-5543 Email: Buddy@tampaesq.com Total Assets: $584,920 Total Liabilities: $1.32 million The petition was signed by Paul O. Wright, president. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-2501.pdf YORK NEVADA: Old Republic to Auction Valley View Asset on March 17 ------------------------------------------------------------------ Old Republic Default Management Services, a division of Old Republic National Title Insurance Company, as trustee, will be holding a public auction on March 17, 2014, at 10:00 a.m., to sell a real property located in Clark County, Nevada, described as Lot 1 of the Final Map of Valley View Business Center - Phase IV. The sale will be made to pay the remaining principal sum of the note acquired by borrower York Nevada Management South, LLC II, and secured by a Deed of Trust, in the amount of $9,046,318.19, with interest and late charges. The auction will be held at the front entrance to the Nevada Legal News located at 930 So. Fourth St., Las Vegas, NV 89101. The sale includes all structures erected or located on the Real Property. Address of the asset to be sold is 6555 South Valley View Boulevard Las Vegas, NV 89118. For more information on the auction, contact: Linda Mayes Commercial Trustee Sale Officer Old Republic National Default Management 500 City Parkway West, Suite 200 Orange, CA 92868 Tel No.: (714)-573-1965 YRC WORLDWIDE: Grants 76,666 Stock Awards to Executives ------------------------------------------------------- The Compensation Committee of the Board of Directors of YRC Worldwide Inc. approved, and YRCW granted, one-time restricted stock awards in recognition of certain executives' efforts in connection with the refinancing transactions the Company completed in early 2014, including a series of private placements of: (a) equity securities for an aggregate purchase price of $250 million in cash; and (b) equity securities exchanged or converted for outstanding 10 percent Series B Convertible Senior Secured Notes due 2015 in an aggregate principal amount of approximately $50.6 million, plus, in the case of exchanged Series B Notes, accrued and unpaid interest thereon; entry into the Second Amended and Restated Contribution Deferral Agreement, which included the extension of the maturity of deferred pension payments and deferred interest under the previously effective Amended and Restated Contribution Deferral Agreement from March 31, 2015, to Dec. 31, 2019; and entry into a new $450 million asset-based loan facility and a new $700 million term loan facility, the proceeds of which were used to repay the previously- existing ABL facility and term loan facility. Mr. James Welch received 33,333 shares, Mr. Jamie Pierson received 33,333 shares and Ms. Michelle Friel received 10,000 shares as one-time awards. In each case, the awards vest 50 percent immediately and 50 percent one year from the date of grant. YRC Freight President Appoinment Effective Feb. 27, 2014, Darren D. Hawkins, age 44, was appointed president of YRC Freight. He will report directly to James L. Welch, chief executive officer of YRCW, who served as president of YRC Freight from September 2013 until Feb. 27, 2014. Mr. Hawkins has more than 24 years of experience in the national LTL industry, including over 20 years with the Company. Mr. Hawkins has served in various positions with the Company, most recently as senior vice president of Sales and Marketing for YRC Freight. Prior to holding this position, Mr. Hawkins served as Director of Operations (December 2011-January 2013) and Director of Sales (January 2009-December 2011) for Con-Way Freight, a subsidiary of Con-Way, Inc. On March 2, 2014, YRCW received a copy of the resignation letter from Harry J. Wilson to the International Brotherhood of Teamsters indicating his intention to resign from the Board effective immediately. Mr. Wilson has served since July 2011 as a Series A Director appointed to the Board by the IBT. Mr. Wilson has advised YRCW that his decision to resign was based solely on his conclusion that, with the recent refinancing complete and the Company on more stable financial footing, his role on the board is complete and that he believed it was time for the IBT to transition his seat to an appointee with industry or labor expertise who can assist the Company in its next phase of growth. He further indicated he has no disagreements with the Board or management on any matter relating to the Company's operations, policies or practices. 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 Feb. 18, 2014, Moody's Investors Service has upgraded the Corporate Family Rating for YRC Worldwide Inc. ("YRCW") from Caa3 to B3, following the successful closing of its refinancing transactions. In the Jan. 31, 2014, edition of the TCR, Standard & Poor's Ratings Services said that it raised its ratings on Overland Park, Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the corporate credit rating to 'CCC+' from 'CCC', and removed them from CreditWatch negative, where they were placed on Jan. 10, 2014. "The upgrades reflect YRCW's improved liquidity position and minimal debt maturities as a result of its proposed refinancing," said Standard & Poor's credit analyst Anita Ogbara. * Puerto Rico Bank Hires Restructuring Expert --------------------------------------------- Reuters reported that Puerto Rico's Government Development Bank has hired a restructuring expert to evaluate potential funding sources and financial proposals for the bank and commonwealth, it said on March 4, less than a week before the commonwealth's expected multi-billion dollar municipal bond offering. According to the report, the GDB, which acts as the territory's central bank, said the hiring of Millco Advisors LP, a Washington, D.C.-based affiliate of Millstein & Co LP, should not raise fears of default. "We can say clearly, we have not hired anyone to advise on restructuring. Millco is simply acting as a financial adviser and has been very helpful with various aspects of the fiscal plan," Reuters said, citing GDB spokeswoman Betsy Nazario. Still, the news is expected to roil a U.S. municipal bond market that has been growing increasingly anxious about the island's financial deterioration, the report related. As a territory, Puerto Rico cannot file for protection under Chapter 9 of the bankruptcy code. But the commonwealth said in a draft statement for the bond sale that the GDB is investigating measures akin to a bankruptcy filing. "I don't see how this helps demand in any way," said Robert Donahue, managing director of Municipal Market Advisers, adding Puerto Rico should have made the announcement weeks ago, the report further related. "It seems like a bad idea to disclose this right before a huge deal, especially given Millstein's background." * Fitch Says Possible Restaurant Bankruptcies Show Challenges ------------------------------------------------------------- Two potential bankruptcies are a warning sign of financial distress among restaurant chains, according to Fitch Ratings. "We do not view them as portending a widespread increase in bankruptcies of U.S. restaurants but a reflection of difficulties faced by brands that have lost their competitive position and relevancy with consumers," Fitch said. Quizno's and Sbarro, LLC, two privately held mid-sized restaurant chains struggling to grow sales for years, are reportedly in the process of preparing bankruptcy filings. The total debt involved in these potential restructurings is approximately $570 million for Quizno's and $140 million for Sbarro. The Quizno's and Sbarro situations reflect the difficulties faced by brands that have lost their competitive position and relevancy with consumers. In the case of Quizno's, it also underscores highly levered restaurant chains with a dysfunctional franchise system. At the end of 2012, nearly 100% of Quizno's 1,912 units and 30% of Sbarro's 591 units in the U.S. were franchised, according to Nation's Restaurant News. Both firms have experienced consecutive years of net restaurant closures and have lost market share to competitors including Subway, Jimmy John, Gourmet Sandwiches, Little Caesars, and Papa John's. According to several news reports, Sbarro is supposedly negotiating a prepackaged bankruptcy plan of reorganization with lenders and could file for bankruptcy within several days. This would mark a second trip to bankruptcy court for the chain. Its first Chapter 11 filing occurred in April 2011 as a result of rising food costs and a slowdown in consumer spending and mall traffic. Fitch believes a levered balance sheet, continuing slow economic growth, and a shift in consumer shopping habits (which is reducing mall traffic) are likely culprits behind Sbarro's potential Chapter 22 filing. In its prior bankruptcy reorganization, Sbarro reduced total debt to approximately $130 million from $368 million. First lien lenders recovered 70 cents on the dollar in the form of a new exit loan facility and 100% of the new common stock. The claims of second lien lenders and unsecured note holders received 0% recovery as the first lien creditors took the whole pie. Proposed creditor recoveries in the plan now under negotiation are not yet available. A repeated theme of restaurant chain bankruptcies is companies using the process to reject or restructure burdensome operating leases to reduce expenses while being protected from creditors. Restaurants often take the opportunity to close unprofitable locations and typically emerge as smaller chains. Restaurants also try to improve profitability in bankruptcy through the sale or licensing of trademarks and other intellectual property. * Patton Boggs Engages Former Dewey Restructuring Adviser --------------------------------------------------------- Casey Sullivan and Nick Brown, writing for Reuters, reported that beleaguered Washington D.C. law and lobbying firm Patton Boggs is working with restructuring lawyers as it deals with waning revenue and continues to discuss a merger with a larger law firm, according to people familiar with the matter. Al Togut, the bankruptcy and restructuring lawyer who advised the law firm Dewey & LeBoeuf before its collapse in 2012, and through its subsequent Chapter 11, has been consulted by the 400-lawyer Patton Boggs, Reuters said, citing two of the sources who declined to be named because the matter is not public. One of the sources said Togut has been formally retained, the report added. Togut could not be reached for comment. Patton Boggs managing partner Edward Newberry did not confirm or deny the hiring of Togut, the report noted. He said in an email that Reuters was "barking up the wrong tree" by asking about the matter. "The suggestion that bankruptcy is an issue is so far from the mark as to be laughable," he said without giving any further details, the report cited Mr. Newberry as saying. * BOND PRICING -- For Week From March 3 to 7, 2014 -------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AES Eastern Energy LP AES 9 1.75 1/2/2017 AES Eastern Energy LP AES 9.67 4.125 1/2/2029 AGY Holding Corp AGYH 11 97.25 11/15/2014 Alion Science & Technology Corp ALISCI 10.25 73 2/1/2015 Altegrity Inc USINV 11.75 63.5 5/1/2016 Anixter Inc AXE 10 101.25 3/15/2014 Brookstone Co Inc BKST 13 49 10/15/2014 Brookstone Co Inc BKST 13 52.75 10/15/2014 Buffalo Thunder Development Authority BUFLO 9.375 39.125 12/15/2014 Cengage Learning Acquisitions Inc TLACQ 10.5 29.5 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 12 25.5 6/30/2019 Cengage Learning Acquisitions Inc TLACQ 10.5 29.5 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 13.25 1.375 7/15/2015 Cengage Learning Acquisitions Inc TLACQ 13.25 1.375 7/15/2015 Cengage Learning Holdco Inc TLACQ 13.75 1.375 7/15/2015 Champion Enterprises Inc CHB 2.75 0.375 11/1/2037 Energy Conversion Devices Inc ENER 3 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 9.4 1/30/2037 Energy Future Holdings Corp TXU 5.55 32.587 11/15/2014 FiberTower Corp FTWR 9 0.625 1/1/2016 GMX Resources Inc GMXR 9 1.125 3/2/2018 JPMorgan Chase Bank NA JPM 6 78.962 8/19/2014 James River Coal Co JRCC 7.875 18.469 4/1/2019 James River Coal Co JRCC 4.5 11.5 12/1/2015 James River Coal Co JRCC 10 17.25 6/1/2018 James River Coal Co JRCC 3.125 11.75 3/15/2018 James River Coal Co JRCC 10 18.5 6/1/2018 LBI Media Inc LBIMED 8.5 30 8/1/2017 Lehman Brothers Holdings Inc LEH 1 20.25 8/17/2014 Lehman Brothers Holdings Inc LEH 1 20.25 8/17/2014 MF Global Holdings Ltd MF 1.875 54 2/1/2016 MModal Inc MODL 10.75 25.125 8/15/2020 MModal Inc MODL 10.75 26 8/15/2020 Momentive Performance Materials Inc MOMENT 11.5 35 12/1/2016 NII Capital Corp NIHD 10 50.5 8/15/2016 Niska Gas Storage US LLC / Niska Gas Storage Canada ULC NKA 8.875 99.75 3/15/2018 OnCure Holdings Inc RTSX 11.75 48.875 5/15/2017 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Pulse Electronics Corp PULS 7 79.922 12/15/2014 Residential Capital LLC RESCAP 6.875 30.704 6/30/2015 Savient Pharmaceuticals Inc SVNT 4.75 0.375 2/1/2018 School Specialty Inc/Old SCHS 3.75 37.875 11/30/2026 Scotia Pacific Co LLC MXM 7.71 0.125 1/20/2014 Scotia Pacific Co LLC MXM 6.55 0.875 1/20/2007 THQ Inc THQI 5 43.5 8/15/2014 TMST Inc THMR 8 20 5/15/2013 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 4.7 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15 29.356 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 3.51 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.5 5.25 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15 36.75 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 4.875 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.5 3.875 11/1/2016 USEC Inc USU 3 42.021 10/1/2014 Western Express Inc WSTEXP 12.5 62.375 4/15/2015 Western Express Inc WSTEXP 12.5 62.375 4/15/2015 ********* 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 ***