/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140401.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, April 1, 2014, Vol. 18, No. 90 Headlines 1250 OCEANSIDE: Wins Approval of Claims Settlement With Shaws 1250 OCEANSIDE: Seeks Approval of Claims Settlement With Gutsch 1250 OCEANSIDE: Ackerman Ranch, et al. Oppose Plan Confirmation ACCIPITER COMMUNICATIONS: Files for Chapter 11 in Phoenix ADAMIS PHARMACEUTICALS: To Hold "Say-on-Pay" Votes Yearly AES CORPORATION: Fitch Affirms 'B' ST Issuer Default Rating AGFEED INDUSTRIES: Gets Plan Filing Exclusivity Thru Apr. 21 ALLY FINANCIAL: Names J. Brown CEO of Dealer Services Business ALVARION(R) LTD: Obtains NASDAQ Listing Compliance Extension ANACOR PHARMACEUTICALS: Posts $130.7 Million Net Income in Q4 ASHLEY STEWART: CIT Wants to Protect Rights Over DIP Loan Motion ASPEN GROUP: Obtains $600,000 From Sale of Units ASPEN GROUP: Appoints New Executive Officers BERRY PLASTICS: Stockholders Elects 3 Directors to Board BG MEDICINE: Complies with $35-Mil. NASDAQ Market Value Rule BLITZ USA: Amended Joint Liquidation Plan Declared Effective BLUESTONE RESOURCES: Enters Into Non-Convertible Loan Arrangement BOOMERANG SYSTEMS: Grants 140,000 Shares Option Awards to Execs. BONDS.COM GROUP: Director Thomas Thees Resigns CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off CAESARS ENTERTAINMENT: Moody's Cuts Corp. Family Rating to 'Caa3' CAESARS GROWTH: Fitch Assigns BB- Rating to $1.3BB Credit Facility CAESARS GROWTH: Moody's Assigns 'B3' CFR; Outlook Negative CALDERA PHARMACEUTICALS: Settles Lawsuits with Regents, Et Al. CASA CASUARINA: Plan Confirmation Hearing Set for May 14 CASH STORE: Appeals Ontario Ruling on "Payday Loan" CELESTE MINING: Applies to Alberta Security Commission for MCTO CHESTER COMMUNITY: Fitch Affirms 'BB' Rating; Outlook Positive CODA HOLDINGS: Amended Liquidation Plan Declared Effective COLDWATER CREEK: Preparing to File for Bankruptcy CONSTRUCTORA DE HATO: Wants More Time to Market Assets, File Plan DEWEY & LEBOEUF: Clawback Suit Seeks $9M From Former COO DIGITAL REALTY: Fitch Assigns 'BB+' Rating to $1BB Preferred Stock DOTS LLC: Can Hire A&G as Real Estate Consultants DOTS LLC: Files Schedules of Assets and Liabilities DUTCH GOLD: To Provide Services to Medical Marijuana Industry E. H. MITCHELL: Files Amended Schedules of Assets and Liabilities EDENOR SA: Reports ARS 772.7 Million Profit in 2013 EDISON MISSION: Cancels Registration of Common Stock ELBIT IMAGING: Shareholders Elect 7 Directors to Board ELBIT IMAGING: York Global, Et Al., to Sell 204.4-Mil. Shares EMPIRE RESORTS: Participates in Meetings Held by EPR Properties EMPIRE RESORTS: Amends $250 Million Securities Prospectus ENDEAVOUR INTERNATIONAL: Issues $5 Million Convertible Notes ENDICOTT INTERCONNECT: To File Amended Plan by April 24 ENERGY FUTURE: Seeks More Time for Restructuring Deal ENNIS COMMERCIAL: Court Okays Hiring of JTW as Tax Consultants ENVISION SOLAR: Sells $607,500 Worth of Units EXIDE TECHNOLOGIES: Taps Cleary Gottlieb as Special Counsel FLORIDA GAMING: ABC Funding's $155MM Offer Wins Auction FREEDOM INDUSTRIES: UST, Committee Balk at Southern's Fee Request GENERAL MOTORS: Recalls 1.5 Million More Vehicles GENIUS BRANDS: Richard Staves Named Interim CFO GLOBAL AVIATION: Unit Wins Dismissal of "Gilbert" Suit GLYECO INC: Joshua Lander Stake at 8.2% as of March 5 GREEKTOWN HOLDINGS: Did Not Receive Approval to Amend Indenture GREEN POWER: Wash. Judge Dismissed Chapter 11 Case HASHFAST TECHNOLOGIES: Firm Obtains TRO to Freeze Bitcoin Wallets HAWKER BEECHCRAFT: Judge Gives $2.3B Whistleblower Suit New Life HOMEBANC MORTGAGE: Dist. Court Rules in Bear Stearns Dispute HOMEBANC MORTGAGE: "McLean" Wrongful Foreclosure Suit Dismissed HOT DOG ON A STICK: Can Employ Friedman Law Group as Attorney HOT DOG ON A STICK: Brian Cole Approved as Special Counsel HOT DOG ON A STICK: Court Approves A&G as Real Estate Consultant HOT DOG ON A STICK: Panel Can Tap Pachulski Stang as Counsel HOUSTON REGIONAL: Files Schedules of Assets and Liabilities HOVNANIAN ENTERPRISES: To Issue Add'l 6.4MM Shares Under Plan IDERA PHARMACEUTICALS: Incurs $18.2 Million Loss in 2013 IMAGEWARE SYSTEMS: Increases "Goldman" Note to $3.5 Million INFUSYSTEM HOLDINGS: To Reimburse CEO $95,000 for Expenses INTELLICELL BIOSCIENCES: Inks $2.1 Million SPA with YA Global INTELLICELL BIOSCIENCES: Grants Trademark Licenses to AREF ISC8 INC: Issues $762,500 of Convertible Notes IVANHOE RANCH: April 10 Hearing on Essel's Bid for Stay Relief JOHN WADE BELL: Order Denying Banks' Stay Relief Bid Reversed KATE SPADE: Moody's Affirms B2 CFR & Revises Outlook to Positive LAKES REGION DONUTS: Farmington Donuts May Proceed With Eviction LDK SOLAR: Confirms Offshore Restructuring Arrangements LDK SOLAR: NYSE to Delist American Depositary Shares LIGHTSQUARED INC: Falcone Tried to Shut Dish Chair Out of Plan LKQ CORP: Increased Bank Debt No Impact on Moody's Ba2 CFR LUCID INC: Incurs $5.5 Million Net Loss in 2013 MARTIFER SOLAR: Armory Consulting Approved as Financial Advisor MARTIFER SOLAR: Defends Bid to Hire FTI Consulting MARTIFER SOLAR: Foley Hoag Approved as Mass. Litigation Counsel MARTIFER SOLAR: Shea Labagh Dobberstein Approved as Accountants MARY JULIA HOOK: Court Dismisses Tax Refund Suit MDC PARTNERS: Moody's Rates $75MM Note 'B3' & Affirms 'B2' CFR MILESTONE SCIENTIFIC: Reports $1.5 Million 2013 Net Income MMODAL INC: Has Interim Authority to Use Cash Collateral MMODAL INC: May 4 Set as Sec. 503(b)(9) Claims Bar Date MMODAL INC: Deadline to File Schedules Extended Until April 28 MMODAL INC: Seeks to Employ Dechert as Bankruptcy Counsel MICROVISION INC: Prices $13.9MM Offering of Stock & Warrants MORGANS HOTEL: Incurs $57.5 Million Net Loss in 2013 N. BERGMAN INSURANCE: Judge Won't Reopen Bankruptcy Case N-VIRO INTERNATIONAL: Joseph Giulii Holds 8% Equity Stake NATURAL MOLECULAR: Court OKs Hiring of Dawson Group as Accountants NIELSEN FINANCE: Fitch Assigns 'BB' Rating to $750MM Sr. Notes NIELSEN FINANCE: Moody's Rates Proposed $750MM Senior Notes 'B1' PLUG POWER: Incurs $28.8 Million Net Loss in Fourth Quarter PROSPECT PARK: Seeks Extension of Schedules & Statements Filing QUANTUM FUEL: Shares Copy of ROTH Conference Presentation PULSE ELECTRONICS: Incurs $27 Million Net Loss in 2013 QUARTZ HILL: Court Transfers Case to Judge Cristol QUARTZ HILL: Sec. 341 Creditors' Meeting Set for April 10 QUIZNOS: Report Connects Bankruptcy to Franchisee's Suicide R&S ST. ROSE: Ruling Against Substantive Consolidation Vacated RESIDENTIAL CAPITAL: 2nd Cir. Tosses Papas Ch.7 Conversion Bid RESTORA HEALTHCARE: Has OK to Proceed with April 21 Auction RESTORA HEALTHCARE: Has Final OK to Obtain $7MM from HFG RESTORA HEALTHCARE: Sec. 341(a) Meeting of Creditors Continued RESTORA HEALTHCARE: Lists $11.3-Mil. in Total Liabilities RESTORA HEALTHCARE: Has Authority to Employ DLA Piper as Counsel RESTORA HEALTHCARE: Has Approval to Name George Pillari as CRO RESTORA HEALTHCARE: Has Final Approval to Pay Critical Vendors ROBERTS HOTELS: Houston, Shreveport & Spartanburg Cases Dismissed ROSETTA GENOMICS: Provides Product Pipeline Update SAGITTARIUS RESTAURANTS: Moody's Affirms Caa1 Corp. Family Rating SHEBA REALTY: Objection to ADHY Claim for Default Rate Sustained SOUND SHORE: Panel Can Hire Deloitte as Financial Advisor SPECTRASCIENCE INC: Discloses 2013 Q2 Financials, Bond Default SPENDSMART PAYMENTS: Obtains $3.6 Million From Private Placement ST. JOSEPH'S HOSPITAL: Moody's Rates Series 2014A Bonds 'Ba2' STAG INDUSTRIAL: Fitch Rates $139MM Preferred Stock 'BB' STAR DYNAMICS: Expiration of Whitney Bank Loan Extended to Aug. 12 STERLING BLUFF: Can Hire Counsel for Disputes With Club, Bank SWA BASELINE: U.S. Trustee Fails to Appoint Committee TELESAT CANADA: Moody's Affirm 'B1' CFR; Outlook Developing TELX GROUP: Moody's Affirms 'B3' CFR & Alters Outlook to Negative TRANSGENOMIC INC: Incurs $4 Million Net Loss in Fourth Quarter TRIBUNE CO: Reports Fourth Quarter & Full Year 2013 Results USEC INC: Sec. 341 Creditors' Meeting Set for April 8 VALITAS HEALTH: Term Loan Amendment No Impact on Moody's B3 CFR VINCENT ANDREWS: Appeal Over McCarron & Pincay Judgments Tossed VINEYARD NAT'L: Entitled to Tax Refunds; FDIC Has Unsecured Claim WAVE SYSTEMS: Appoints Silicon Valley Executives to Board WALTER ENERGY: Bank Debt Trades at 3% Off WEBSENSE INC: Moody's Lowers Corporate Family Rating to 'B3' WEST CORP: Elects Lee Adrean to Board of Directors * PBOC Official Blogs Skepticism About Bitcoin * 4 Experts Share View on State of Corporate Restructuring * Large Companies With Insolvent Balance Sheets ********* 1250 OCEANSIDE: Wins Approval of Claims Settlement With Shaws ------------------------------------------------------------- 1250 Oceanside Partners received court approval for a deal that would resolve its dispute with two loan borrowers. The settlement concerns financing that Oceanside extended to Lawrence Wayne Shaw and Lisa Jo Shaw in connection with their purchase of a property in the Hokuli'a development as well as their membership in the Club at Hokuli'a. Under the settlement, the Shaws will pay $650,000 to the company. In exchange, Oceanside will release its mortgage on the property and its lien on the membership, and dismiss the claims asserted by the company in a case it filed against the Shaws. The settlement also disposes of the claim filed by the Shaws in the company's bankruptcy case. About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. 1250 Oceanside Partners, its affiliates and lender Sun Kona Finance I LLC, won court approval of the disclosure statement explaining a reorganization plan that would turn over ownership to its secured lender. Sun Kona would provide a $65 million exit facility to help make payments under the plan and to fund the reorganized company when it leaves court protection. The Bankruptcy Court will convene a hearing commencing April 2, 2014, at 9:30 a.m., to consider confirmation of the Third Amended Plan co-proposed by the Debtor and Sun Kona. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel. 1250 OCEANSIDE: Seeks Approval of Claims Settlement With Gutsch --------------------------------------------------------------- 1250 Oceanside Partners has filed a motion seeking court approval to resolve its dispute with Gutsch Family Investments Limited Partnership and the trustees for the Gutsch Family Trust. The settlement concerns a loan, which the trustees obtained from Oceanside in connection with their purchase of a property in the Hokuli'a development and membership in the Club at Hokuli'a. The trustees have allegedly stopped making payments since September 2009 and now owe $445,45l to the company. Under the settlement, the trustees and the Gutsch Family Partnership will pay Oceanside $547,000. In exchange, the company will release its mortgage on the property and lien on the membership, and cause its claims in a case it filed against the trustees and the Gutsch Family Partnership to be dismissed. Meanwhile, the trustees and the Gutsch Family Partnership agreed to dismiss the counterclaim they filed against the company. About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. 1250 Oceanside Partners, its affiliates and lender Sun Kona Finance I LLC, won court approval of the disclosure statement explaining a reorganization plan that would turn over ownership to its secured lender. Sun Kona would provide a $65 million exit facility to help make payments under the plan and to fund the reorganized company when it leaves court protection. The Bankruptcy Court will convene a hearing commencing April 2, 2014, at 9:30 a.m., to consider confirmation of the Third Amended Plan co-proposed by the Debtor and Sun Kona. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel. 1250 OCEANSIDE: Ackerman Ranch, et al. Oppose Plan Confirmation --------------------------------------------------------------- A secured creditor of debtor 1250 Oceanside Partners is opposing efforts by the Debtor to win court approval for its proposed Chapter 11 plan of reorganization. In court papers, Ackerman Ranch Inc. asked U.S. Bankruptcy Judge Robert Faris to deny the confirmation of the plan proposed by Oceanside and Sun Kona Finance I LLC, unless they amend one of the provisions related to its secured claim. Ackerman wants the provision amended to provide that the proposed surrender of the property securing its claim be implemented by way of granting the company relief from the automatic stay so that it could proceed with its foreclosure action before a state court in Hawaii. The automatic stay is a legal injunction that halts actions by creditors against a company in bankruptcy protection. The proposed plan also drew flak from two groups of creditors represented by Honolulu-based law firms Bays Lung Rose & Holma, and O'Connor Playdon & Guben LLP. The group led by the trustees of The William and Virginia Batiste Revocable Trust complained that the plan "unfairly prejudices the individual creditors." The creditors cited the absence of a provision ensuring that they would get paid by the reorganized company should they prevail in their cases against Sun Kona. The creditors said there is likelihood that the reorganized company would need further financial reorganization unless it put up a mechanism to fund the more than $33 million in payments it would have to make should they prevail. In October last year, the Batiste-led group filed two separate cases against Sun Kona. The first case seeks to reclassify Sun Kona's claim as an equity interest in Oceanside, disallow or subordinate it to unsecured claims. The other case alleges that, as general partner of Oceanside, Sun Kona should be held liable for all of the debts of Oceanside. For its part, the creditors group led by the trustees of the 2000 Davis Family Trust UDT questioned the company's move to have its plan confirmed pursuant to section 1129(b)(2), which is the "cramdown" provision of the Bankruptcy Code. In a related development, Oceanside and Sun Kona opposed the requests of the creditors groups to delay the hearing on the confirmation of the plan, which is scheduled to take place on April 2. The creditors made the request on grounds that the companies failed to meet the discovery deadlines set by the bankruptcy court and to turn over documents they need for the discovery. Ackerman Ranch is represented by: Patricia J. McHenry, Esq. Theodore D. C. Young, Esq. Cades Schutte 1000 Bishop Street, Suite 1200 Honolulu, HI 96813-4212 Tel: (808) 521-9200 Fax: (808) 540-5057 E-mail: pmchenry@cades.com tyoung@cades.com The Batiste creditors are represented by: A. Bernard Bays, Esq. Michael Carroll, Esq. Christian Chambers, Esq. Bays Lung Rose & Holma Topa Financial Center 700 Bishop Street, Suite 900 Honolulu, Hawaii 96813 Tel: (808) 523-9000 E-mail: abb@legalhawaii.com mcarroll@legalhawaii.com cchambers@legalhawaii.com The Davis creditors are represented by: Jerrold K. Guben, Esq. Miranda F. Tsai, Esq. O'Connor Playdon & Guben LLP 733 Bishop Street, Suite 2400 Honolulu, Hawaii 96813 Tel: (808) 524-8350 Fax: (808) 531-8628 E-mail: jkg@opglaw.com mft@opglaw.com About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. 1250 Oceanside Partners, its affiliates and lender Sun Kona Finance I LLC, won court approval of the disclosure statement explaining a reorganization plan that would turn over ownership to its secured lender. Sun Kona would provide a $65 million exit facility to help make payments under the plan and to fund the reorganized company when it leaves court protection. The Bankruptcy Court will convene a hearing commencing April 2, 2014, at 9:30 a.m., to consider confirmation of the Third Amended Plan co-proposed by the Debtor and Sun Kona. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel. ACCIPITER COMMUNICATIONS: Files for Chapter 11 in Phoenix --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Zona Communications, a provider of phone and Internet to 1,250 customers in rural Arizona, filed a petition for Chapter 11 protection on March 28 in Phoenix, where it is based. According to the report, the company said in court papers that it's dependent on two government programs because the population density in its service area is too low to support private financing. Under the Universal Service Fund of the Federal Communications Commission, the company receives revenue subsidies, the report related. The U.S. Agriculture Department provided financing under the Rural Utilities Service loan program. The privately owned company owes $20.8 million on the government loans, the report said. The case is In re Accipiter Communications Inc., 14-bk-04372, U.S. Bankruptcy Court, District of Arizona (Phoenix). ADAMIS PHARMACEUTICALS: To Hold "Say-on-Pay" Votes Yearly --------------------------------------------------------- Adamis Pharmaceuticals Corporation's stockholders conducted a non- binding advisory vote regarding the frequency of stockholder approval of the compensation of named executive officers. Among the options presented to stockholders (every year, every 2 years or every 3 years), the greatest number of votes were cast in favor of holding an advisory vote regarding the compensation of named executive officers every year, which was also the frequency recommended to the stockholders by the Company's Board of Directors. After considering the results of the stockholder advisory vote, the Company has determined that the frequency for which the Company should include an advisory vote regarding the compensation of its named executive officers in its future proxy statements for stockholder consideration will be every year, until the next required vote on the frequency of such an advisory vote. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. The Company's independent registered public accounting firm has included a "going concern" explanatory paragraph in its report on the Company's financial statements for the years ended March 31, 2013, and 2012, indicating that the Company has incurred recurring losses from operations and has limited working capital to pursue its business alternatives, and that these factors raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2013, the Company had $14.76 million in total assets, $4.66 million in total liabilities and $10.09 million in total stockholders' equity. Bankruptcy Warning "Our management intends to address any shortfall of working capital by attempting to secure additional funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-develop and fund research and development efforts, or similar transactions. However, there can be no assurance that we will be able to obtain any sources of funding. If we are unsuccessful in securing funding from any of these sources, we will defer, reduce or eliminate certain planned expenditures. There is no assurance that any of the above options will be implemented on a timely basis or that we will be able to obtain additional financing on acceptable terms, if at all. If adequate funds are not available on acceptable terms, we could be required to delay development or commercialization of some or all of our products, to license to third parties the rights to commercialize certain products that we would otherwise seek to develop or commercialize internally, or to reduce resources devoted to product development. In addition, one or more licensors of patents and intellectual property rights that we have in-licensed could seek to terminate our license agreements, if our lack of funding made us unable to comply with the provisions of those agreements. If we did not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us. Any failure to dispel any continuing doubts about our ability to continue as a going concern could adversely affect our ability to enter into collaborative relationships with business partners, make it more difficult to obtain required financing on favorable terms or at all, negatively affect the market price of our common stock and could otherwise have a material adverse effect on our business, financial condition and results of operations," the Company said in its quarterly report for the period ended Dec. 31, 2013. AES CORPORATION: Fitch Affirms 'B' ST Issuer Default Rating ----------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) of AES Corporation at 'BB-'. Fitch has also affirmed the following ratings: -- Short-term IDR at 'B' ; -- Senior secured debt at 'BB+' ; -- Unsecured debt at 'BB' ; -- Trust preferred stock issued by AES Trust III at 'B+' . The Rating Outlook is Stable. The rating affirmation reflects the diversity and stability of AES' cash flows and a reduction in risk with the continuous sale of assets in non-core regions and the exit from certain high-risk countries. The majority of parent cash flows are derived from utilities and generating assets with long-term contracts in various parts of the world. The large number of projects provide geographic diversity and substantial upstream dividends to support AES' financial obligations. Going forward the ratings are supported by management's strategy to continue to invest in regulated electricity utility businesses, and long-term contracted generating assets in countries that have a strong credit profile. Historical credit protection measures have been stronger than the guidelines for its current ratings, but the company faces headwinds in Brazil and higher capex in the U.S. and Chile over the early part of the rating horizon (2014-2016). Key Rating Drivers Cash-flow Diversity Drives Credit Profile: AES owns a portfolio of electric utilities and power generating assets across five continents. Historically, its cash flow included distributions from over 50 projects in any given year. Investment diversity shields the company from the macro and micro economic environment adversity affecting a local domestic electricity sector. Additionally, growth through investment in contracted assets improves cash flow quality. Growth Investments: Fitch expects that organic growth investments in select assets, including Indianapolis Power & Light (IPL) and internationally, Chilean and Asian projects, will increase cash flow beginning in 2016. In the interim, however, lower distributions from these subsidiaries in 2014 and 2015 and downstream equity contributions will stress credit metrics during the construction period. Overall, Fitch believes the construction spending will remain manageable. Exit from Non-Core Markets: Fitch expects AES to continue to improve its credit and business risk profile by exiting non-core markets, narrowing its investment focus in terms of geographical diversity, and to use sale proceeds to proportionally reduce debt. Since 2011, AES has received about $1.4 billion in proceeds from the sale of non-core assets and a large portion of proceeds was used to fund its share buyback program. Deleveraging is Critical: As AES exits non-core markets, Fitch expects a proportional reduction in absolute debt to maintain or improve existing leverage. Any increase in leverage due to incremental shareholder distributions from sale proceeds will be negative for AES' credit profile. Further, a rising interest rate environment will require lower leverage in the future to maintain its current credit profile. Quality of Cash flow: Distribution from utilities and contracted generating assets improve the overall cash flow quality as these utility businesses provide long-term cash flow visibility and stability. Fitch expects at least 70% of AES' future cash flow over the rating horizon (2014-2016) to be from investments in operating utilities and contracted generation facilities. The average remaining life of its power sale contracts is about seven years. Higher Capital Spending: Fitch believes large capital expenditure at its U.S.-based utility, IPL, and its Chilean and Asian subsidiaries to be adverse for AES' financial metrics through 2015. Fitch expects AES to supplement the combination of subsidiary level operating cash flow and debt with equity contributions to alleviate funding needs for these subsidiaries and is reflected in current ratings. Stress on credit metrics during the construction period is manageable with the given liquidity position at AES and subsidiaries, diversity of cash distributions, and current return on its environmental capex at IPL. Geopolitical Risks Affect Credit Profile: AES owns and operates electricity utility businesses in more than 20 countries that are subject to foreign exchange rate volatility and adverse global macro-economic conditions. In addition, governmental policy in these countries regarding electricity tariffs, sector growth, currency controls, and foreign direct investment also increase its business risk profile. These risks are reflected in the credit profile for its current IDR. High Counterparty Credit Risks: AES continuously faces high default risk in sub-investment grade countries, adversely affecting its subsidiary level cash flow. These risks are common in emerging economies where state finances and property rights are weak. Fitch's forecast is adjusted for these uncertainties and they are reflected in its IDR. Aggressive Shareholder Distribution Policy: The potential for a continuation of a share buyback program without an absolute reduction in leverage remains a rating concern. The company has spent about $1 billion on share buybacks since 2010. Over the next two years the company plans average annual shareholder distributions of about $160 million. Liquidity AES has sufficient liquidity to meet its short-term obligations at least through 2015. The company had $132 million in cash and cash equivalents at the end of December 2013. In addition, $799 million was available under its revolving bank credit facilities maturing in 2018. With the refinancing of 2017 debt maturities in March 2014, the remainder of AES' debt maturities through 2017 are manageable given the company's liquidity and cash flow profile. Adjusted Parent-Only Cash Flow Fitch analyzes AES as a holding company owning a portfolio of assets and investments in a global electricity sector given its somewhat unique corporate profile and structure. Financially, this represents a deconsolidated approach with respect to AES' cash flows and debt levels. Fitch uses adjusted parent operating cash flows (APOCF), a non-GAAP measure, with its emphasis on dividends received and return on capital, to analyze AES' credit metrics. This approach, similar to the method used by AES' lenders in financial covenants, recognizes that the subsidiaries are encumbered by individual debt that is structurally superior to the debt of the corporate parent. The residual subsidiary cash flow available for upstream dividends and distributions has greater volatility than the direct cash flow of the operating subsidiaries, and may be subject to payment restrictions under subsidiary debt covenants, corporate by-laws, or national laws. Trends in Credit Metrics In 2013, the company benefited from lower corporate overheads, low interest rate environment, and higher free cash flow at its Philippines and UK based businesses, but upstream dividends were tempered by lower tariffs at its Brazilian electricity distribution utility (Eletropaulo) and higher capex at IPL and Gener subsidiaries. Financial ratios for 2013 are slightly stronger than Fitch's guidelines for the 'BB-' IDR. Fitch expects AES' 2016 recourse debt-to-APOCF and APOCF-to- interest ratios to be over 5.5x and around 3x, respectively. These ratios are moderately below Fitch's guideline metrics for the 'BB-' IDR. Stable Rating Outlook: The Stable Outlook reflects adequate liquidity and no significant debt maturities until 2017. Over 70% of total distributions received by AES in any given year are from utilities and contracted electricity-generating assets, limiting exposure to merchant risk. It is Fitch's expectation that management will fund new project investments using parent-level free cash flow, including proceeds from the sale of non-core assets. Rating Sensitivities Positive: An upgrade of AES is considered unlikely given its credit risk profile, a business model that subordinates the parent-level debt to the non-recourse debt and is subject to the financing documentation covenants. However, Fitch will consider an upgrade if Debt/APOCF ratio remains below 4.5x and APOCF/interest ratio improves to 3.5x on a sustainable basis. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- An adverse event leading to decline in APOCF/interest to below 2.5x and Debt/APOCF ratio increases to 6x, on a sustainable basis; -- Leveraged acquisition; -- Material reduction in dividends received on a sustainable basis. AGFEED INDUSTRIES: Gets Plan Filing Exclusivity Thru Apr. 21 ------------------------------------------------------------ Judge Brendan L. Shannon granted Agfeed USA, LLC, et al.'s request for an extension of their exclusive plan filing period through April 21, 2014. The corresponding exclusive solicitation period for each Debtor with respect to any plan filed has also been extended to June 18, 2014. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. ALLY FINANCIAL: Names J. Brown CEO of Dealer Services Business -------------------------------------------------------------- Ally Financial Inc. has named Jeffrey Brown (JB), currently senior executive vice president of finance and corporate planning, to the role of president and chief executive officer of the Dealer Financial Services business. In this role, Mr. Brown will have oversight for the company's leading automotive finance, insurance and auto servicing operations. He will continue to report to Ally Chief Executive Officer Michael A. Carpenter. Following a career of more than 30 years with Ally and its former parent, William (Bill) Muir, Ally president and current head of the Dealer Financial Services business, has elected to retire by year-end. Messrs. Muir and Brown are committed to an orderly transition of responsibilities over the coming months. Mr. Brown's current financial responsibilities will be transferred to Ally Chief Financial Officer Chris Halmy. With this move, Halmy will have responsibility for all of Ally's finance, treasury and capital markets activities. Mr. Brown was appointed senior executive vice president of Finance and Corporate Planning in June 2011 and has played a leading role in strengthening Ally's capital and liquidity profile, executing on the company's strategic transformation efforts and repaying the U.S. taxpayer's investment. Mr. Brown joined Ally in March 2009 as corporate treasurer and, prior to this, he was the corporate treasurer for Bank of America. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally Financial Inc. reported net income of $1.19 billion for the year ended Dec. 31, 2012, as compared with a net loss of $157 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $150.55 billion in total assets, $131.49 billion in total liabilities and $19.06 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the Dec. 17, 2013, edition of the TCR, Fitch Ratings upgraded Ally Financial's long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB' from 'BB-'. The upgrade of Ally's ratings follows the approval of Residential Capital LLC's (ResCap's) bankruptcy plan by the Bankruptcy Court releasing Ally from all ResCap related claims, which combined with the recent mortgage settlements with the FHFA and the FDIC, essentially removes any mortgage-related contingent liability to Ally. As reported by the TCR on Dec. 23, 2013, Moody's Investors Service upgraded the corporate family rating (CFR) of Ally Financial Inc. to Ba3 from B1. The upgrade of Ally's corporate family rating follows the U.S. Bankruptcy Court's approval of ResCap LLC's (unrated) Chapter 11 plan, which releases Ally from mortgage- related creditor claims originating from its ownership of ResCap. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. ALVARION(R) LTD: Obtains NASDAQ Listing Compliance Extension ------------------------------------------------------------- Alvarion(R) Ltd. (in receivership and interim liquidation) on March 28 disclosed that on March 21, 2014, the Company received a letter from the NASDAQ Listing and Hearing Review Council advising the Company that the Listing Council has reversed the NASDAQ Hearings Panel's determination to delist the Company's ordinary shares from The NASDAQ Stock Market. The Listing Council has granted the Company through July 12, 2014 to emerge from bankruptcy and evidence compliance with all applicable requirements for initial listing on The NASDAQ Capital Market; however, in the meantime, trading in Alvarion's ordinary shares will remain suspended on NASDAQ and the Tel Aviv Stock Exchange. Trading in Alvarion's ordinary shares will continue on the OTCQB Market pending the expiration of the new extension period. The additional extension granted by the Listing Council represents the full extent of its discretionary authority to grant the Company an additional extension of time to regain compliance. About Alvarion With headquarters in Tel Aviv, Israel, Alvarion Ltd. provides optimized wireless broadband solutions addressing the connectivity, coverage and capacity challenges of telecom operators, smart cities, security, and enterprise customers. The Company reported a net loss of $55.9 million on $49.9 million of revenue in 2012, compared with a net loss of $33.8 million on $69.5 million of revenue in 2011. In July 2013, Alvarion said it has agreed to the appointment of a receiver and won't contest an attempt by Silicon Valley Bank to secure a winding up order from theDistrict Court of Tel-Aviv - Yaffo. Mr. Yoav Kfir, CPA, has been named as the company's receiver. The District Court of Tel Aviv -- Yaffo's on July 21, 2013, approved an operating plan to allow the normal business operation of the company. ANACOR PHARMACEUTICALS: Posts $130.7 Million Net Income in Q4 ------------------------------------------------------------- Anacor Pharmaceuticals reported net income of $130.74 million on $8.48 million of total revenues for the three months ended Dec. 31, 2013, as compared with a net loss of $12.47 million on $3.28 million of total revenues for the same period in 2012. For the year ended Dec. 31, 2013, the Company reported net income of $84.76 million on $17.28 million of total revenues as compared with a net loss of $56.08 million on $10.74 million of total revenues in 2012. As of Dec. 31, 2013, the Company had $172.16 million in total assets, $28.01 million in notes payable and $121.43 million in total stockholders' equity. "2013 was a transformational year for Anacor, as we advanced our two late-stage programs and successfully resolved our arbitration with Valeant, which led to a significant cash settlement," said David Perry, chief executive officer of Anacor Pharmaceuticals. "We expect continued progress for Anacor in 2014, with the potential approval and commercial launch of our lead compound, tavaborole, and the initiation of Phase 3 clinical trials of AN2728 in mild-to-moderate atopic dermatitis patients." A copy of the press release is available for free at: http://is.gd/9ayfgt About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in Redwood City, California, in its report on the Company's financial statements for the year ended Dec. 31, 2012, expressed substantial doubt about the Company's ability to continue as a going concern, citing the Company's recurring losses from operations and its need for additional capital. ASHLEY STEWART: CIT Wants to Protect Rights Over DIP Loan Motion ---------------------------------------------------------------- The CIT Group/Commercial Services, Inc., filed a limited objection to the motion of Ashley Stewart Holdings, Inc., et al., for postpetition financing and cash collateral use. Prepetition, CIT factored accounts receivable of vendors supplying merchandise to New Ashley Stewart, Inc. As a result of which, the Debtor owes CIT substantial sums arising from, among other things, unpaid prepetition invoices. The Debtor's obligation to CIT are secured by $1.5 million that was delivered to the Debtor by CIT pursuant to a Pledge and Security Agreement, counsel to CIT relates. Counsel to CIT contends that the Debtors' DIP Financing Motion seeks to grant broad rights to the Debtors' prepetition secured and DIP lender without providing protection to CIT's rights in and to the pledged funds in its possession. Accordingly, CIT objects and seeks that an final order entered on the DIP Financing Motion carve out and protect CIT's rights in the collateral that is in its possession that secures the Debtor's obligations to CIT. Counsel to CIT Group/Commercial Services, Inc., is: McCARTER & ENGLISH, LLP Lisa S. Bonsall, Esq. Fourth Gateway Center 100 Mulberry Street Newark, NJ 07102 Tel No: (973) 622-4444 Fax No: (973) 624-7070 Email: lbonsall@mccarter.com About Ashley Stewart Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11 petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383 to 14-14386) on March 10, 2014. Michael A. Abate signed the petitions as senior vice president finance/treasurer. Ashley Stewart Holdings estimated assets and liabilities of at least $10 million. The Hon. Michael B. Kaplan oversees the case. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors' general counsel. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Debtors' local counsel. PricewaterhouseCoopers LLP acts as the Debtors' financial advisor. Prime Clerk LLC serves as the Debtors' claims and noticing agent. ASPEN GROUP: Obtains $600,000 From Sale of Units ------------------------------------------------ Aspen Group, Inc., raised $600,000 from the sale of units consisting of shares of common stock and five-year warrants exercisable at $0.19 per share in a private placement offering to six accredited investors including five directors of Aspen; the sixth investor became a director immediately following the closing of the offering. The units sold contained a total of 3,157,896 shares of common stock (priced at $0.19 per share) and 3,157,896 three-year warrants exercisable at $0.19 per share. Aspen agreed to provide certain registration rights to the investors. The funds raised in the common stock offering are being used to increase Aspen University's 25 percent irrevocable letter of credit with the Department of Education from $264,665 to $848,225 by no later than the DOE-approved extended deadline of April 17, 2014. By posting this 25 percent letter of credit in the amount of $848,225, Aspen University remains provisionally certified to participate in the Title IV, HEA programs for a period of up to three complete award years. The amount of $848,225 represents 25 percent of the Title IV, HEA program funds received by Aspen University during its most recently completed fiscal year. Meanwhile, on March 10, 2014, Rick Solomon was appointed a director of Aspen. About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. The Company's balance sheet at Oct. 31, 2013, showed $4.49 million in total assets, $5.45 million in total liabilities and a $957,652 total stockholders' deficiency. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. ASPEN GROUP: Appoints New Executive Officers -------------------------------------------- Aspen Group, Inc., appointed Dr. Cheri St. Arnauld as chief academic officer. On March 11, 2014, the Company appointed Gerard Wendolowski as chief operating officer and Janet Gill as executive vice president of the Company. Additionally, Ms. Gill was appointed interim chief financial officer to replace Michael Matte who resigned to pursue other interests. Mr. Matte also entered into a Consulting Agreement with the Company where he agreed to provide part-time services during the period Nov. 1, 2014, through April 30, 2015, in exchange for $150,000. From August 2008 until January 2012, Dr. St. Arnauld was the provost and chief academic officer at Grand Canyon University. She is 57 years old. In connection with her appointment, the Company entered into a three-year Employment Agreement with Dr. St. Arnauld. For the earlier of (i) the first six months of the Agreement and (ii) such time as the Company has positive adjusted earnings before income taxes, depreciation and amortization for any three month period from the date of the Agreement, Dr. St. Arnauld will receive a base salary of $120,000. After the earlier of the six month period and the Adjusted EBITDA milestone is met, the base salary will be increased to $240,000. Additionally, Dr. St. Arnauld was granted 500,000 five-year stock options (exercisable at $0.19 per share), which vest in three equal increments on March 1, 2015, 2016, and 2017, subject to continued employment on each applicable vesting date. Since May 2011, Mr. Wendolowski has been the senior vice president of Marketing and Business Development at Aspen University. From January 2008 until May 2011, Mr. Wendolowski was the vice president of Marketing at Atrinsic, Inc., a digital marketing agency. Mr. Wendolowski is 28 years old. In connection with his appointment, Mr. Wendolowski was granted 500,000 five-year stock options (exercisable at $0.19 per share), which vest in three equal increments on March 1, 2015, 2016, and 2017, subject to continued employment on each applicable vesting date. Ms. Gill has been the Company's controller since September 2012. From 2003 until August 2012, Ms. Gill was a consultant for Resources Global Professionals, a professional services firm that helps business leaders execute internal initiatives. Ms. Gill was granted 200,000 five-year stock options (exercisable at $0.19 per share), which vest in three equal increments on March 1, 2015, 2016 and 2017, subject to continued employment on each applicable vesting date. Ms. Gill is a Certified Public Accountant (inactive) in New York and is 58 years old. Effective March 31, 2014, Dr. Gerald Williams retired as Academic President of the Company. On March 6, 2014, the Company amended its bylaws to provide for a chief operating officer and chief academic officer position. About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. The Company's balance sheet at Oct. 31, 2013, showed $4.49 million in total assets, $5.45 million in total liabilities and a $957,652 total stockholders' deficiency. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. BERRY PLASTICS: Stockholders Elects 3 Directors to Board -------------------------------------------------------- Berry Plastics Group, Inc., held its 2014 annual meeting of stockholders on March 11, 2014, at which the Company's stockholders approved: (i) the election of three returning directors to the Company's Board of Directors, each for a term of three years, namely: Evan Bayh, Anthony M. Civale and Ronald S. Rolfe; and (ii) the ratification of Ernst & Young LLP as the Company's independent registered public accountants for the fiscal year ending Sept. 27, 2014. About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. As of Dec. 28, 2013, the Company had $5.26 billion in total assets, $5.44 billion in total liabilities and a $183 million stockholders' deficit. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BG MEDICINE: Complies with $35-Mil. NASDAQ Market Value Rule ------------------------------------------------------------ BG Medicine, Inc., has received correspondence from The NASDAQ Stock Market LLC confirming that the Company has evidenced compliance with the $35 million market value of listed securities requirement. The Company had previously complied with all other requirements under the market value standard for continued listing on The NASDAQ Capital Market. Accordingly, the Company's common stock will remain listed on The NASDAQ Capital Market and will continue to trade under the symbol "BGMD," and the NASDAQ compliance matter has been closed. NASDAQ's determination follows the Company's prior disclosure in a current report on Form 8-K, as filed on Jan. 27, 2014, indicating that the NASDAQ Listing Qualifications Panel had granted the Company's request for the transfer of its listing from The NASDAQ Global Market to The NASDAQ Capital Market, pursuant to an extension within which to evidence compliance with the requirements for continued listing on that market, particularly the $35 million market value of listed securities requirement, on or before April 15, 2014. About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. In its annual report for the period ended Dec. 31, 2012, the Company said: "We expect to incur further losses in the commercialization of our cardiovascular diagnostic test and the operations of our business and have been dependent on funding our operations through the issuance and sale of equity securities. These circumstances may raise substantial doubt about our ability to continue as a going concern." BG Medicine reported a net loss of $23.8 million in 2012, compared with a net loss of $17.6 million in 2011. As of Sept. 30, 2013, the Company had $13.56 million in total assets, $12.95 million in total liabilities and a $610,000 total stockholders' equity. BLITZ USA: Amended Joint Liquidation Plan Declared Effective ------------------------------------------------------------ Blitz U.S.A., Inc., et al., notified the U.S. Bankruptcy Court for the District of Delaware that the Effective Date of the First Amended Joint Plan of Liquidation, which was co-proposed with the Official Committee of Unsecured Creditors, occurred on March 20, 2014. On Jan. 30, the Plan Proponents confirmed their Plan dated Dec. 18, 2013. As reported in the Troubled Company Reporter, the Plan contemplates the separate substantive consolidation of the USA Debtors and the BAH Debtors. The USA Debtors are comprised of: (1) Blitz Acquisition, LLC; (2) Blitz U.S.A., Inc.; (3) MiamiOK, LLC (f/k/a F3 Brands, LLC); and (4) Blitz RE Holdings, LLC. The BAH Debtors are comprised of: (1) Blitz Acquisition Holdings, Inc.; and (2) LAM 2011 Holdings, LLC. The Plan establishes two trusts pursuant to section 105 of the Bankruptcy Code: (i) a Blitz Personal Injury Trust that is responsible for administration and payment of Blitz Personal Injury Trust Claims; and (ii) a Blitz Liquidating Trust for the benefit of Administrative Claims and General Unsecured Claims of the USA Debtors. As for the BAH Debtors, the Plan contemplates the appointment of the BAH Plan Administrator who will have the responsibility of liquidating all assets of the BAH Debtors and making distributions to holders of Allowed Claims against the BAH Debtors (other than the holders of Blitz Personal Injury Trust Claims). The Blitz Personal Injury Trust will be funded with roughly $162 million in funds contributed by Wal-Mart and the Participating Insurers, along with certain assigned insurance policies. Specifically, Wal-Mart will conitrbute roughly $23.8 million (plus waiving its rights to payment under the Participating Insurer Policies and Assigned Blitz Insurance Policies) and the Participating Insurers will contribute roughly $137.5 million. The Blitz Liquidating Trust funded by the BAH Released Parties and Wal-Mart to liquidate and make distributions for administrative claims and general unsecured claims. The Liquidating Trust is funded through (i) payment of $6.25 million by the BAH Released Parties, and (ii) Wal-Mart's release of account payables in the amount of $1.54 million that are secured by Wal-Mart's right of setoff. The Plan further provides for the contribution of the Assigned Insurance Policies to the Blitz Liquidating Trust as a source of recovery for Pre-2007 Blitz Personal Injury Claims. According to Blitz, the Plan is the result of many months of good faith, arm's-length negotiations and encompasses a delicate balance of important competing interests. Both Chief Judge Kevin Gross and the Honorable Richard Cohen (Ret.) were heavily involved in supervising the negotiation process among the Debtors' constituents that ultimately resulted in the Plan. The trust structure and Channeling Injunction underlying the Plan was the focal point of negotiations and the impetus behind the funding contributions from Wal-Mart, the Participating Insurers and the BAH Released Parties. Upon the Effective Date, the Debtors will have resolved all outstanding issues surrounding the Participating Insurer Policies and will liquidate these assets (in conjunction with the substantial contributions from Wal-Mart and the BAH Released Parties) to provide meaningful recoveries for creditors. Blitz said the orderly and equitable resolution of Claims afforded by these funding contributions cannot be effectuated without the Releases and Channeling Injunction contemplated by the Plan. The Bankruptcy Court approved the Disclosure Statement explaining the Plan at a hearing on Dec. 18, allowing the Plan proponents to solicit plan votes. Kurtzman Carson Consultants LLC, the Debtors' balloting agent, on Jan. 23 submitted a "Certification of P. Joseph Morrow IV with Respect to the Tabulation of Votes on the Debtors' and Official Committee of Unsecured Creditors' First Amended Joint Plan of Liquidation", indicating that the Proponents received overwhelming acceptances from the Voting Classes. These classes were entitled to vote on the Plan: Class 3(a) General Unsecured Claims against the USA Debtors; Class 3(b) General Unsecured Claims against the BAH Debtors; Class 4(a) Blitz Personal Injury Trust Claims against the USA Debtors; and Class 4(b) Blitz Personal Injury Trust Claims against the BAH Debtors. A copy of the DISCLOSURE STATEMENT FOR DEBTORS' AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS' FIRST AMENDED JOINT PLAN OF LIQUIDATION, dated Dec. 18, is available at no extra charge at: http://bankrupt.com/misc/BLITZUSAds_1plan.pdf About Blitz U.S.A. Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of plastic gasoline cans. The company, controlled by Kinderhook Capital Fund II LP, filed for bankruptcy protection to stanch a hemorrhage resulting from 36 product-liability lawsuits. Parent Blitz Acquisition Holdings, Inc., and its affiliates filed for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru 11-13607) on Nov. 9, 2011. The Hon. Peter J. Walsh presides over the case. Blitz USA disclosed $36,194,434 in assets and $41,428,577 in liabilities in its schedules. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, represents the Debtors in their restructuring efforts. Young Conaway Stargatt & Taylor LLP represents Debtors LAM 2011 Holdings, LLC and Blitz Holdings, Inc. The Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and Kurtzman Carson Consultants LLC serves as notice and claims agent. SSG Capital Advisors LLC serves as investment banker. Lowenstein Sandler PC from Roseland, New Jersey, as well as Womble Carlyle Sandridge & Rice, LLP, of Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. The Chapter 11 case is financed with a $5 million secured loan from Bank of Oklahoma. Bank of Oklahoma, as DIP agent, is represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in Tulsa. In April 2012, Hopkins Manufacturing Corp. acquired the assets of Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil drains, drain pans, lifting aids and automotive ramps. Blitz USA said in court documents the sale netted the Debtors $14.6 million, which was applied against secured debt. Blitz announced in June 2012 it would abandon its efforts to reorganize and instead to shut down operations by the end of July. In September that year, the Troubled Company Reporter, citing Sheila Stogsdill at Tulsa World, reported that the Bankruptcy Court approved a $9.5 million offer from Toronto, Canada-based Scepter Corporation to purchase Blitz USA, according to Philip Monckton, Scepter's vice president of sales and marketing. Scepter bought land, equipment and other assets. Scepter supplies about 20% of the USA market with gas cans. The report said the sale was to become final on Sept. 28, 2012. BLUESTONE RESOURCES: Enters Into Non-Convertible Loan Arrangement ----------------------------------------------------------------- Bluestone Resources Inc. disclosed that on December 18, 2013, the Company announced a private placement with John Robins, the President and CEO of the Company, of a $130,000 convertible note maturing March 22, 2014. Mr. Robins has now agreed to extend the maturity date of the note for an additional 30 days to allow time for the Company to find a suitable financing alternative. In addition, the Company has arranged a new $100,000 non- convertible loan with Robins, which has been reviewed and accepted by the Company's independent directors. The loan will be non- convertible, will bear interest at the rate of 12% per annum to the date of repayment, calculated monthly, and will mature on the date that is six months from the date funds are advanced. As consideration for the loan, the Company will issue 400,000 bonus shares to Robins, based on 20% of the face value of the loan and the minimum $0.05 per share issue price under Exchange policy. The loan agreement will contain provisions related to default by Bluestone and remedies available to the Lender. Proceeds from the loan will be used to provide short-term working capital. The new loan transaction will be subject to the approval of the TSX Venture Exchange. About Bluestone Resources Inc. Founded in 2004, Bluestone Resources Inc. is a Canadian exploration company focused on the discovery and development of economic mineral deposits. BOOMERANG SYSTEMS: Grants 140,000 Shares Option Awards to Execs. ---------------------------------------------------------------- Boomerang Systems, Inc., granted to two executive officers of the Company options to purchase the number of shares of common stock: Name No. of Shares -------------- ------------- David Koch 80,000 Scott Shepherd 60,000 The exercise price for the Option Awards is $1.51 per share. The Option Awards granted to Mr. Koch and Mr. Shepherd vests as to 33 percent of the shares on each of Feb. 27, 2015, Feb. 27, 2016, and Feb. 27, 2017, and expire on Feb. 27, 2019. The grants by the Company of the Option Awards were made pursuant to the Company's 2012 Stock Incentive Plan and as such, no consideration was paid therefor by the Executive Grantees. Each grant of an Option Award was made pursuant to an agreement in each case entered into by and between the Company and the respective grantee. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems incurred a net loss of $11.22 million for the year ended Sept. 30, 2013, following a net loss of $17.42 million for the year ended Sept. 30, 2012. The Company's balance sheet at Dec. 31, 2013, showed $6.07 million in total assets, $29.01 million in total liabilities and a $22.93 million total stockholders' deficit. Bankruptcy Warning "Our operations may not generate sufficient cash to enable us to service our debt. If we were to fail to make any required payment under the Loan Agreement, notes and agreements governing our indebtedness or fail to comply with the covenants contained in the Loan Agreement, notes and agreements, we would be in default. A debt default could significantly diminish the market value and marketability of our common stock and could result in the acceleration of the payment obligations under all or a portion of our consolidated indebtedness, or a renegotiation of our Loan Agreement with more onerous terms and/or additional equity dilution. If the debt holders were to require immediate payment, we might not have sufficient assets to satisfy our obligations under the Loan Agreement, notes or our other indebtedness. It may also enable their lenders under the Loan Agreement to foreclose on the Company's assets and/or its ownership interests in its subsidiaries. In such event, we could be forced to seek protection under bankruptcy laws, which could have a material adverse effect on our existing contracts and our ability to procure new contracts as well as our ability to recruit and/or retain employees. Accordingly, a default could have a significant adverse effect on the market value and marketability of our common stock," the Company said in the annual report for the year ended Sept. 30, 2013. BONDS.COM GROUP: Director Thomas Thees Resigns ---------------------------------------------- Thomas Thees announced his resignation from the Board of Directors of Bonds.com Group, Inc., effective March 7, 2014, in order to pursue other interests. Mr. Thees's resignation did not involve any disagreement with the Company. About Bonds.com Group Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG) -- http://www.bonds.com/-- through its subsidiary Bonds.com, Inc., serves institutional fixed income investors by providing a comprehensive zero subscription fee online trading platform. The Company designed the BondStation and BondStationPro platforms to provide liquidity and competitive pricing to the fragmented Over- The-Counter Fixed Income marketplace. The Company differentiates itself by offering through Bonds.com, Inc., an inventory of more than 35,000 fixed income securities from more than 175 competing sources. Asset classes currently offered on BondStation and BondStationPro, the Company's fixed income trading platforms, include municipal bonds, corporate bonds, agency bonds, certificates of deposit, emerging market debt, structured products and U.S. Treasuries. Bonds.com Group disclosed a net loss of $6.98 million in 2012, as compared with a net loss of $14.45 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $6.05 million in total assets, $4.09 million in total liabilities and $1.95 million in total stockholders' equity. EisnerAmper LLP, in New york, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations, and a working capital deficiency and a stockholders' deficiency that raise substantial doubt about its ability to continue as a going concern. CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off ------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 94.13 cents-on-the-dollar during the week Friday, March 28, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.45 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures Jan. 1, 2018, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. 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. As of Dec. 31, 2013, the Company had $24.68 billion in total assets, $26.59 billion in total liabilities and a $1.90 billion total deficit. * * * In March 2014, Standard & Poor's Ratings Services placed all ratings on the Caesars Entertainment Corp. family of companies, including the 'CCC+' corporate credit ratings, on CreditWatch with negative implications. The CreditWatch listing follows Caesars' announcement that it has reached a definitive agreement to sell three Las Vegas-based casino assets (Bally's Las Vegas, The Cromwell, and the Quad) and one regional casino asset (Harrah's New Orleans) to Caesars Growth Partners (CGP; of which CEC owns a 58% economic interest) for a total purchase price of $2.2 billion. The sale of assets will result in an estimated $1.8 billion cash inflow (net of $185 million in assumed debt and $223 million in committed capital expenditures on the properties) to Caesars Entertainment Operating Co. (CEOC), bolstering CEOC's near-term liquidity position and its ability to fund interest expense and capital expenditures. Caesars has also indicated it will likely use a portion of the estimated $1.8 billion of net proceeds to reduce bank debt. However, S&P believes the transaction is a leveraging event for CEOC because it is selling these assets at a lower aggregate multiple than its current total debt leverage. Furthermore, S&P believes this sale is one of a series of steps Caesars is likely to undertake in 2014 to address CEOC's unsustainable capital structure. S&P also believes it is increasingly likely that Caesars may move forward with a restructuring plan that would result in CEOC debtholders being offered an exchange in some form that would be less than what S&P deems as a full and timely payment under its ratings criteria. Fitch Ratings said in March 2014 the sale is positive for CEC's and Caesars Acquisition Company's (CAC) stockholders and for Caesars Entertainment Resort Property's creditors, but negative for CEOC creditors because they further deteriorate certain debtholders' recovery prospects in an event of default and exacerbate an already weak free cash flow profile at CEOC. The OpCo near-term liquidity is improved, as the restricted group's pro forma liquidity of nearly $3 billion can potentially satisfy the cash needs at CEOC through 2015 and possibly through 2016. Caesars Entertainment Corp. and Caesars Entertainment Operating Co. carry Fitch's 'CCC' Long-term Issuer Debt Rating. Caesars Entertainment Resort Properties LLC carries Fitch's 'B-' Issuer Debt Rating. Moody's Investors Service placed the ratings of Caesars Entertainment Operating on review for downgrade following announcement of the sale. Caesars Entertainment Operating and Harrah's Operating Company carry Moody's Caa2 Corporate Family rating. In February 2014, The Wall Street Journal, citing unnamed sources, said Caesars Entertainment Corp. tapped advisers at Lazard Ltd., to work on financial restructuring opportunities and address the Company's debt. CAESARS ENTERTAINMENT: Moody's Cuts Corp. Family Rating to 'Caa3' ----------------------------------------------------------------- Moody's took several rating actions on Caesars Entertainment Corporation's ("CEC") related entities. Moody's rating actions include: -- the downgrade of Caesars Entertainment Operating Company's ("CEOC") Corporate Family rating to Caa3 and Probability of Default rating to PD-Caa3; the downgrade of the first lien debt to Caa1 from B3 and the second lien debt to Ca from Caa3; confirmation of the Ca rating on its unsecured debt; assignment of a negative rating outlook. -- affirmation of Caesars Entertainment Resorts Properties, LLC ("CERP") B3 CFR and B3-PD, first lien term loan at B2, and second lien notes at Caa2; revision of the rating outlook to negative from stable. CEOC and CERP are wholly owned sister subsidiaries of CEC that are each financed on a standalone basis. CEC is owned and controlled by affiliates of Apollo and TPG (64%) and public shareholder (36%). Ratings Rationale: Caesars Entertainment Operating Company ("Ceoc") The downgrade of CEOC's Corporate Family rating to Caa3 and the downgrade of the Probability of Default rating to Caa3-PD, respectively, reflects Moody's concern that the loss of EBITDA from the proposed sale of four casinos to Caesars Growth Partners Holdings ("CGPH") will cause CEOC's already high leverage to increase as well as reduce bondholders' recovery prospects. Despite the approximate $1.8 billion of cash that will be received by CEOC and may be used to repay a small amount of debt and fund operating losses for a period of time, in Moody's opinion, the proposed sale significantly heightens CEOC's probability of default along with the probability that the company will pursue a distressed exchange or a bankruptcy filing. CGPH is a wholly owned indirect subsidiary of Caesars Growth Partners, LLC ("CGP"). CGP is owned and controlled by Caesars Acquisition Company which is owned by CEC and affiliates of private equity firms Apollo and TGP. The proposed sale comes on the heels of the sale of Planet Hollywood, sale of its interest in a casino development in Baltimore, and the sale of Octavius Tower and Project Linq in Las Vegas, NV in late 2013. Moody's estimates that on a pro-forma basis, the proposed sale of the four casinos along with the previous sale of Planet Hollywood will reduce CEOC's annual EBITDA (which included Planet Hollywood for three quarters) in the range of $250 - $300 million, representing about 21% of CEOC's 2013 adjusted EBITDA. As a result, debt/EBITDA will rise above the estimated 16x at year-end 2013. Additionally, assuming an 8x multiple for valuation purposes, Moody's estimates bondholders will lose value in the range of $2.0 billion to $2.4 billion. Pursuant to Moody's Loss Given Default Methodology the downgrade results in an increase in the family probability of default rate to 73% from 48%. Moody's LGD assessments based on the LGD Methodology remains relatively unchanged at 26% (first lien), 75% (second lien) and 93% (unsecured). However, applying a fundamental multiple analysis, Moody's estimates the first lien loss would range between 15% and 35%, assuming an EBITDA multiple range of between 7 -- 9 times applied to CEOC's estimated $1.0 billion forward EBITDA (which excludes EBITDA of assets to be sold and unrestricted subsidiaries), and no recovery for second lien and unsecured holders. Moody's assessments have not incorporated equity value for the parent guaranty from CEC. The negative rating outlook reflects Moody's view that CEOC will pursue a debt restructuring in the next year as the company has a very weak liquidity profile. Assuming the proposed asset sale closes, Moody's estimates CEOC will generate negative free cash flow of $1.1 billion in 2014 and end the year with cash of approximately $2.0 billion. In 2015, CEOC is faced with a continuing cash burn and mandatory debt amortization of around $1.0 billion. Ratings could be lowered if CEOC does not take steps to address it unsustainable capital structure. Ratings improvement is not expected unless there is a significant reduction in CEOC's $18 billion debt load as a result of a very significant deleveraging- type transaction. Ratings Rationale: Caesars Entertainment Resort Properties LLC ("Cerp") The revision of CERP's rating outlook to negative from stable reflects slightly lower than expected fiscal year 2013 adjusted EBITDA (about a 3% shortfall) and declining trends in the Atlantic City market which accounts for about 14% of CERP's property-level EBITDA. Combined, these two factors will make it difficult for CERP to reduce debt/EBITDA below 8.0 times by the end of fiscal year 2014. Additionally, there is a risk that restructuring activity at CEOC could have a negative operating and financial impact on CERP. These risks include the potential for rising legal expense allocations and diversion of management attention. Moody's notes that CEC and related entities have agreed to establish a new services joint venture to provide centralized services to CEOC, CERP and CGPH. However, terms of the cost allocations among CEC related entities has not been determined. The affirmation of CERP's rating reflects the prime location of its Las Vegas Strip properties which represent about 70% of the company's total property-level EBITDA, along with Moody's view that CERP can reduce leverage through EBITDA growth. Moody's expects that CERP should be able to increase EBITDA 20% to 25% from a combination of earnings from the completion of Project Linq, rental income, cost savings action, and modest same-store sale growth. Also supporting the affirmation of CERP's B3 Corporate Family Rating is Moody's expectation that CERP will generate positive free cash flow, and that the company has no near-term debt maturities. CERP's ratings could be downgraded if the operating environment in Las Vegas or Atlantic City suggests debt/EBITDA will not drop below 8.0 times by the end of fiscal year 2014, or if restructuring activity at CEOC appears likely to adversely impact CERP. The rating outlook could revert to stable if EBITDA ramps ups and if it appears that CERP is not adversely impacted financially or operationally by unfolding events at CEOC. Ratings downgraded: Corporate Family rating to Caa3 from Caa2 Probability of Default rating to Caa3-PD from Caa2-PD Senior secured guaranteed revolving credit facility to Caa1, (LGD 2, 26%) from B3, (LGD 2, 27%) Senior secured guaranteed term loans to Caa1, (LGD 2, 26%) from B3, (LGD 2, 27%) Senior secured guaranteed notes to Caa1, (LGD 2, 26%) from B3, (LGD 2, 27%) Rating confirmed: Senior unsecured guaranteed by operating subsidiaries and CEC at Ca, (LGD 6, 93%) Senior unsecured debt guaranteed by CEC at Ca, (LDG 6, 93%) Harrah's Escrow Corporation and Caesars Operating Escrow, LLC assumed by CEOC Rating downgraded: Senior secured notes to Caa1, (LGD 2, 26%) from B3, (LGD 2, 27%) Senior secured second priority notes to Ca, (LGD 5, 75%) from Caa3, (LGD 5, 76%) Corner Investment Propco, LLC Ratings upgrade and assessments updated, and to be assumed by Caesars Growth Properties Holdings, LLC upon closing of asset sale: $180 million senior secured term loan at B2, (LGD 3, 33%) from B3, (LGD 2, 27%) Caesars Entertainment Resort Properties LLC Ratings affirmed: Corporate Family rating at B3 Probability of Default rating at B3-PD Senior secured first lien bank term loan due 2020, first lien notes due 2020, and revolver due 2018 at B2, (LGD 3, 38%) Senior secured second lien notes due 2021 at Caa2, (LGD 5, 89%) Caesars Entertainment Operating Company is a subsidiary of CEC and sister subsidiary to CERP. CEOC, excluding unrestricted subsidiaries, generated approximately $4.9 billion for the last twelve months ended December 31,2013. Caesars Entertainment Corporation is the parent company of CEOC and CERP. CEC generated consolidated revenues of $8.5 billion for the last twelve months ended December 31, 13. Caesars Resorts Properties, LLC is a subsidiary of Caesars Entertainment Corporation that owns 6 casinos properties and Project Linq. The company generates annual revenues of approximately $1.9 billion. CAESARS GROWTH: Fitch Assigns BB- Rating to $1.3BB Credit Facility ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB-/RR1' rating to Caesars Growth Properties Holdings, LLC's (CGPH) proposed senior secured $1.3 billion credit facility and a 'B-/RR4' rating to $675 million in proposed second-lien notes. The credit facility includes a $1.175 billion term loan and a $150 million revolver. In addition, Fitch has assigned a 'B-' to CGPH's Issuer Default Rating (IDR). The Rating Outlook is Stable. Fitch has also affirmed Corner Investment PropCo, LLC's (Corner; dba The Cromwell) IDR at 'CCC' and Corner's term loan at 'B-/RR2'. The Cromwell will be sold to CGPH by Caesars Entertainment Operating Company, Inc. (CEOC) but will not be part of CGPH's main credit group. The proceeds from the proposed issuances will be used to acquire Bally's Las Vegas, The Quad and The Cromwell casino assets on the Las Vegas Strip and Harrah's New Orleans from CEOC and to refinance $485 million of debt associated with Planet Hollywood Las Vegas, which is now owned by CGPH's parent Caesars Growth Partners, LLC (CGP) and will join the CGPH credit group upon the refinancing. These assets, with the exception of The Cromwell, will guarantee and secure the credit facility and the notes. KEY RATING DRIVERS - CGPH CEOC-Related Concerns CGPH's relationship with Caesars Entertainment Corp. (CEC; 'CCC' IDR; Negative Outlook) is negatively factored into CGPH's ratings. Adverse outcomes related to access to the Total Rewards program and fraudulent conveyance lawsuits could have material consequences to CGPH creditors. The related risks limit rating upside, but are captured in CGPH's 'B-' IDR. However, CGPH's ratings are not directly linked to the weaker parent company CEC given the expected covenants at CGPH, which will restrict cash being pulled out of the CGPH. The most notable CEC related risk is the potential that a default at CEOC ('CCC' IDR; Negative Outlook), a subsidiary of CEC, disrupts CGPH's access to CEOC's Total Rewards loyalty program. Total Rewards is owned by CEOC and will be licensed to CGPH through a shared services joint venture (ServiceCo) being contemplated by CEC and Caesars Acquisition Company (CAC; owns 42% of CGP). CGPH's ratings also take into account that a bankruptcy filing by CEOC may trigger fraudulent conveyance litigation concerning asset sales from CEOC to CGPH although Fitch thinks the risk of the transactions being reversed is low. Fitch believes that the asset sale consideration is within the reasonable range of fair value, which is a primary issue in fraudulent conveyance cases. Fitch estimates the purchase multiple at roughly 9x-10x EBITDA after adjusting for The Quad related capital spending and upside. Further, CEC and CAC received fair value opinions from third-party financial advisors and the asset sales were negotiated by committees of CEC and CAC made up of independent board members of each entity. Recall that CGPH is a subsidiary of Caesars Growth Partners (CGP), which is 58% owned by CEC (0% voting interest) and 42% by CAC (100% voting interest). CGPH's ownership by CGP is a slight positive as CGP also owns Caesars' online gaming assets and will have $409 million of cash pro forma for the transactions. CAC could be incentivized to keep CGPH's assets out of default since these assets are strategically important to the rest of CEC's system and there is substantial ownership overlap between CAC and CEC. However, Fitch analyzes CGPH's credit largely on a standalone basis given the uncertainty related to CGP's and CEC's ultimate organizational structures. CGPH Financial Profile The 'B-' IDR is supported by CGPH's manageable pro forma debt load; solid liquidity; good free cash flow (FCF) prospects, and a favorable market exposure. Fitch estimates CGPH's pro forma 2013 year-end gross total leverage excluding Cromwell at approximately 7.1x and 4.5x through the senior secured debt. Fitch projects total leverage to tick up to 7.3x by year-end 2014 as Fitch anticipates CGPH will need to draw on its revolver to fund a portion of the renovation capex at The Quad. Leverage then declines to 6.8x by year-end 2015 and 6.0x by year-end 2016. The improvements in the leverage ratio reflects CGPH's improving EBITDA driven by continued recovery on the Las Vegas Strip, the completion of The Quad renovation and the benefit of the Linq opening this spring. The Linq is a retail/entertainment corridor abutting The Quad. The construction of the Linq has been disrupting the operations at The Quad and the Linq's opening will drive increased foot traffic near The Quad. Fitch's EBITDA estimate for 2014, 2015 and 2016 is roughly $260 million, $280 million, and $300 million, respectively. The EBITDA projections are net of approximately $30 million per year of management fees and corporate expenses paid to the ServiceCo. Discretionary FCF estimated by Fitch is solid at roughly $65 million, $80 million and $100 million in years 2014, 2015, and 2016, respectively. For FCF Fitch estimates annual interest expense and maintenance capex at roughly $145 million and $50 million, respectively. Cash taxes are estimated in the range of $0-$10 million through 2016. Fitch assumes that the $223 million renovation at The Quad will be funded using $100 million in debt proceeds, $60 million draw on the revolver and $63 million from cash flow. CGP Liquidation and Call Rights Provisions CEC has call rights to purchase CGP or CAC after three years of incorporation. CEC's call rights are subject to a condition that CEC's net leverage is less than 9x and minimum liquidity is $1 billion. Another condition for exercising the call rights is that there is no event of default that occurred pursuant to CEC's or its subsidiaries' debt documents. Fitch does not believe that CGP being fully acquired by CEC pursuant to the call rights conditions would be a material negative for CGPH creditors since CGPH will retain its covenants (including restricted payment covenants) in such a scenario and CEC would have to be a healthier entity at that point. Fitch expects that there will be a change of control carveout to cover the possible exercise of the call rights by CEC. There is also a liquidation provision whereby CAC board may elect to liquidate CGP after five years and after eight-and-a-half years there is a forced liquidation (unless otherwise agreed by CEC and CAC). Although CGPH debt documents are not finalized, Fitch expects that the debt documents will require that the liquidation proceeds are first used to repay CGPH debt before CAC and CEC split the proceeds. CGPH Recovery Analysis Fitch estimates full recovery for CGPH's senior secured credit facility, equating to a 'RR1' recovery rating or a three notch uplift from the IDR to 'BB-/RR1', and average recovery (31%-50%) for the second-lien notes, equating to a 'RR4' recovery rating with no uplift from the IDR ('B-/RR4'). In the recovery analysis Fitch stresses its 2016 forecasted EBITDAM at 15% and assigns 7.5x EV/EBITDAM multiple to Planet Hollywood, 7x multiple to Bally's and The Quad and 6.5x to Harrah's New Orleans. The EBITDAM stress and the conservative multiples take into account the risk that the properties lose access to the Total Rewards program in an event of a default at CEOC. Other assumptions include full draw on the revolver; administrative expenses equal to 10% of EV and $30 million for corporate expenses. Fitch currently ascribes zero value in its recovery analysis for CGPH's equity in The Cromwell. RATING SENSITIVITIES - CGPH CGPH's financial profile, particularly pro forma leverage, is strong for a 'B-' IDR. However, pro forma discretionary FCF is more consistent with a 'B-' IDR although Fitch expects FCF to improve to about $100 million by 2016, the first full year that will benefit from the renovation at The Quad. At that point, CGPH's financial profile as projected by Fitch will be more consistent with a 'B' IDR given CGPH's stand-alone business risk profile and market exposure. CGPH's ties to CEOC pressures the IDR and may hinder positive rating pressure. A debt restructuring at CEOC that leaves CEOC financially healthier without disrupting CGPH's access to Total Rewards could allow for CGPH's IDR to move higher within the 'B' category to the extent CGPH's leverage remains at around or below 7x and discretionary annual FCF migrates towards $100 million. There is ample financial cushion at a 'B-' IDR; however, leverage migrating towards 9x and/or FCF declining close to zero could precipitate negative rating action. Fitch would consider negative rating action if the final covenant terms allow greater flexibility to extract cash out of CGPH than Fitch expects; there are no mandatory debt paydown requirements upon the sale of assets in an event of a liquidation and the change of control covenants do not account for the call rights. Fitch would also consider negative rating action, likely in the form of a Negative Rating Outlook, if a bankruptcy filing by CEOC disrupts CGP's access to Total Rewards. CEC and its subsidiaries received a letter from a law firm, which claims representing unnamed CEOC second-lien holders and alleges that to date certain assets were improperly transferred. Should a lawsuit be brought for the cause of fraudulent conveyance Fitch expects that CGP will have merits to defend itself against such claim. CORNER RATING CONSIDERATIONS Corner is the issuer of a $185 million term loan whose proceeds are being used to renovate and rebrand Bill's Gamblin' Hall & Saloon on the Las Vegas Strip into The Cromwell, a boutique concept casino hotel with day and night clubs. Corner along with the term loan will be transferred from CEOC to CGPH. The Cromwell will be an unrestricted subsidiary of CGPH; therefore, Fitch will continue to view the Corner credit largely on a standalone basis, which is consistent with its 'CCC' IDR. The transfer to CGPH is credit positive for Corner since CGPH is a healthier entity relative to CEOC. However, Fitch is not linking Cromwell's ratings to CGPH since Fitch does not believe that Cromwell is strategically integral to CGP or CAC given its small size and its one-off business model relative to Caesars' other assets. The Cromwell's hotel and casino is set to open this April and the attached Drai's clubs will open in May. Fitch will revisit Corner's IDR once The Cromwell opens and begins to ramp up operations. Fitch assigns the following ratings: Caesars Growth Properties Holdings, LLC -- IDR 'B-'; Outlook Stable; -- Senior secured first-lien credit facility 'BB-/RR1'; -- Second-lien notes 'B-/RR4'. Fitch affirms the following ratings: Corner Investment PropCo, LLC -- Long-term IDR at 'CCC'; -- Senior secured credit facility at 'B-/RR2'. Fitch is considering the impact of the transactions on ratings for the rest of the Caesars' entities. Fitch rates the other CEC entities as follows: Caesars Entertainment Corp. -- Long-term IDR 'CCC'; Outlook Negative. Caesars Entertainment Operating Co. -- Long-term IDR 'CCC'; Outlook Negative; -- Senior secured first-lien revolving credit facility and term loans 'CCC+/RR3'; -- Senior secured first-lien notes 'CCC+/RR3'; -- Senior secured second-lien notes 'CC/RR6'; -- Senior unsecured notes with subsidiary guarantees 'CC/RR6'; -- Senior unsecured notes without subsidiary guarantees 'C/RR6'. Caesars Entertainment Resort Properties, LLC -- IDR 'B-'; Outlook Stable; -- Senior secured first-lien credit facility 'B+/RR2'; -- First-lien notes 'B+/RR2'; -- Second-lien notes 'CCC/RR6'. Chester Downs and Marina LLC (and Chester Downs Finance Corp as co-issuer) -- Long-term IDR 'B-'; Outlook Negative; -- Senior secured notes 'BB-/RR1'. CAESARS GROWTH: Moody's Assigns 'B3' CFR; Outlook Negative ---------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family rating and B3-PD Probability of Default rating to Caesars Growth Properties Holdings, LLC ("CGPH"), a wholly owned indirect subsidiary of Caesars Growth Partners, LLC ("CGP"). Moody's also assigned a B2 rating to CGPH's proposed $1.175 billion 7-year first lien term loan and $150 million revolver, and a Caa2 rating to the company's proposed $675 million 8-year second priority senior secured notes. The rating outlook is negative. These ratings are subject to the terms as proposed and receipt and review of final documents. The proceeds from the proposed debt offering plus cash from CGP will be used to purchase four properties from Caesars Entertainment Operating Company ("CEOC"). CEOC is a wholly owned subsidiary of Caesars Entertainment Corporation ("CEC"). The four properties being purchased are The Quad, Bally's Las Vegas, Harrah's New Orleans, and The Cromwell. The purchase price is $2.2 billion, including the assumption of debt. Pro forma for the purchase, the casino assets ("CGPH Restricted Group") that will provide credit support for CGPH's ratings will include Planet Hollywood (purchased from CEOC in October 2013), The Quad, Bally's Las Vegas, and Harrah's New Orleans. The Cromwell will not be part of the borrowing group as it will be held by an unrestricted subsidiary that supports $185 million of debt. CGP is 42% owned and controlled by Caesars Acquisition Co ("CAC") and 58% owned by CEC. CGP operates Caesars Interactive Entertainment and holds a 41% interest in a new casino development in Baltimore. CAC is controlled by affiliates of the private equity firms Apollo and TPG. Caesars Interactive and the new casino development do not provide credit support to the debt at CPGH. New ratings assigned are outlined below. Caesars Growth Properties Holdings, LLC Ratings assigned: Corporate Family rating at B3 Probability of Default rating at B3-PD Proposed $1.175 billion 7-year first lien term loan at B2, (LGD 3, 33%) Proposed $150 million 5-year revolver at B2, (LGD 3, 33%) Proposed $675 million 8-year second priority senior secured notes due 2022 at Caa2, (LGD 5, 86%) Ratings Rationale The B3 Corporate Family Rating reflects CGPH's high pro-forma gross debt/EBITDA, that Moody's estimates at about 7.0 times. Pro- forma adjustments to EBITDA include Moody's expected returns from the recent room renovation at Bally's Las Vegas and the end of construction disruption from the build-out of the Linq project. Moody's estimates debt/EBITDA will remain around 7.0 times until 2015 while construction of the Grand Baazar and renovations at the Quad are completed in late 2014 and mid 2015, respectively. Moody's expects CGPH can reduce leverage to about 6.0 times by year-end 2015 principally due to higher EBITDA from returns on capital spending, lease income from Grand Baazar, modest cost savings, and growth in same store EBITDA. The ratings also reflect the cash equity received by CGPH from CGP (about $471 million) that will help fund the acquisition, the prime location of the company's Las Vegas assets, stable operating results at Harrah's New Orleans, CGPH's lack of near term debt maturities, and Moody's view that CGPH will be able to cover all its spending needs from largely from cash flow and $100 million pre-funded cash reserve. CGPH has good liquidity. In addition to being able to cover all of its spending needs from internal sources of cash flow, CGPH will have a $150 million committed revolver in place to fund potential cash shortfalls to the extent the company has to draw on its revolver to help fund spending needs in 2014 if EBITDA growth is slower than expected. CGPH will be subject to a maximum EBITDA/net first lien covenant of 6.0x. However, Moody's expected that the company will be able to maintain ample head room under this covenant. The first priority bank term loan and revolver are secured by all assets of CGPH's and guaranteed by CGPH's immediate parent holding company, Caesars Growth Properties Parent, LLC, and the operating subsidiaries. However, the second priority senior secured notes will only be guaranteed by subsidiaries and not the parent. The negative rating outlook reflects Moody's concern that CGPH, despite it's good liquidity profile, may need to draw on its revolving credit facility to fund capital needs if growth in same store EBITDA stalls or returns on recent investments are lower than expected. Additionally, the negative outlook considers the possibility that restructuring activity at CEOC could have a negative impact on CGPH. These risks include the potential for rising legal expense allocations and diversion of management attention. Moody's notes that CEC and related entities have agreed to establish a new services joint venture to provide centralized services to CEOC, CERP and CGPH. However, terms of the cost allocations among CEC related entities has not been determined. CGPH's ratings could be downgraded if debt/EBITDA increases above 7.0 times or if appears likely restructuring activity at CEOC will adversely impact the company. The rating outlook could revert to stable if debt/EBITDA drops below 7.0 times and if it appears that CGPH is not adversely impacted financially or operationally by unfolding events at CEOC. Moody's does not anticipate upward rating momentum given CGPH's high leverage and need to complete capital projections over the next year. The principal methodology used in this rating was the Global Gaming published in December 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. Caesars Growth Properties Holdings, LLC ("CGPH") is a wholly owned indirect subsidiary of Caesars Growth Partners, LLC ("CGP"). CGP is 42% owned and controlled by Caesars Acquisition Co ("CAC") and 58% owned by CEC. CGP operates Caesars Interactive Entertainment and holds a 41% interest in a new casino development in Baltimore. CAC is controlled by affiliates of Apollo and TPG. Caesars Interactive and the new casino development do not provide credit support to the debt at CPGH. CALDERA PHARMACEUTICALS: Settles Lawsuits with Regents, Et Al. -------------------------------------------------------------- Caldera Pharmaceuticals, Inc., and Dr. Benjamin Warner, the Chairman of the Board, entered into a confidential settlement agreement with Los Alamos National Security, LLC, The Regents of the University of California, the UChicago Argonne, LLC, and several other individuals relating to: (i) a lawsuit, Caldera Pharmaceuticals, Inc. v. The Regents of the University of California, et al., Case No. CGC-07- 470554, currently pending in the Superior Court of the State of California, County of San Francisco; (ii) a lawsuit, Caldera Pharmaceuticals, Inc. v. Los Alamos National Security, LLC, et al., Case No. 1:10-cv-06347, currently pending in the United States District Court for the District of New Mexico; and (iii) a lawsuit, Caldera Pharmaceuticals, Inc. v. The Regents of the University of California, et al., Case No. 2011-L-9329, brought in the Circuit Court of Cook County, Illinois, County Department - Law Division and dismissed without prejudice on or about July 26, 2013. In connection with the Agreement, the Actions were settled and the Company received a settlement payment; however, the net settlement amount has yet to be finalized. The terms of the settlement are confidential as per the Agreement. About Caldera Based in Cambridge, Massachusetts, Caldera Pharmaceuticals, Inc., is a drug discovery and pharmaceutical services company that is based on a proprietary x-ray fluorescence technology, called XRpro(R). The Company's balance sheet at Sept. 30, 2013, showed $2.14 million in total assets, $3.1 million in total liabilities, and a stockholders' deficit of $1.09 million. "[T]he Company incurred a net loss of $2,350,606 and $413,539 during the nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013, the Company had an accumulated deficit of $11,357,932. The Company had a working capital deficiency of $1,500,503, including a non-cash derivative liability of $1,475,975 as of September 30, 2013. These operating losses and working capital deficiency create an uncertainty about the Company?s ability to continue as a going concern. Although no assurances can be given, management of the Company believes that potential additional issuances of equity or other potential financing will provide the necessary funding for the Company to continue as a going concern. The unaudited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company is economically dependent upon future capital contributions or financing to fund ongoing operations," the Company said in its quarterly report for the period ended Sept. 30, 2013. CASA CASUARINA: Plan Confirmation Hearing Set for May 14 -------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, convene a hearing on May 14, 2014, at 2:00 p.m., to consider confirmation of the full-payment plan proposed by Casa Casuarina, LLC. The deadline for objections to confirmation is April 30. Judge Isicoff has issued an order waiving the requirement for the Debtor to file a disclosure statement explaining its Plan, after finding the plan outline unnecessary. The Court conducted a hearing on Feb. 13 to consider approval of the Disclosure Statement. The Court found that the Plan, as amended consistent with the announcements made by the Plan Proponent at the Feb. 13 hearing, contains no unimpaired classes. In light of this, the Court found that the requirement of Section 1125(a) of the Bankruptcy Code, that a disclosure contain "adequate information" to make "an informed decision" regarding voting on the plan, is unnecessary, as no party-in-interest will have a right to vote on the Plan. For these reasons, the Court waives any disclosure requirements set forth in Section 1125. The Court also approved a settlement among the Debtor, Peter Loftin, Luxury Resorts, LLC, Loftin Family, LLC, Loftin Hospitality, LLC, Global Properties Group, LLC, 1116 Ocean Drive, LLC, BGW Design Limited, Inc., 1501 Event Enterprises, Inc., Collins Avenue Parking LLC, and Barton G. Weiss. The Plan proposes to pay creditors in full with the proceeds from the sale of the Debtor's property at 1116 Ocean Drive, in Miami, Florida, which property was formerly known as the Versace Mansion. The property was sold for $41.5 million. The Debtor says they have $5.5 million in trust for the estates, enough to pay all claims. 1116 Ocean Drive, which operated the Versace Mansion before the Petition Date, filed a disputed claim in the amount of $10 million. The Debtor disputed the entitlement of 1116 Ocean Drive to pay claim against the estate. The approved settlement provides that 1116 Ocean Drive will withdraw its claim and will voluntarily dismiss with prejudice Case No. 13-15720 pending before Florida's 11th Circuit Court, in and for Miami-Dade County, as to all defendants. Bill Rochelle, the bankruptcy columnist for Bloomberg News, pointed out that had the former operators of the property not withdrawn their claim, the recovery by unsecured creditors would have been 40%. The buyer of the mansion, VM South Beach LLC, had acquired a $34.5 million secured claim and paid most of the purchase price by waiving mortgage debt, Mr. Rochelle further pointed out. A full-text copy of the Plan, revised on March 14, is available for free at http://bankrupt.com/misc/CASACASUARINAplan0314.pdf About Casa Casuarina Casa Casuarina, LLC, owner of Gianni Versace's former South Beach mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1, 2013. Peter Loftin signed the petition as manager. Judge Laurel M. Isicoff presides over the case. The Debtor estimated assets of at least $50 million and debts of at least $10 million. Joe M. Grant, Esq., at Marwill Socarras Grant, P.L., serves as the Debtor's counsel. Until his Ponzi scheme fell apart in 2009, Scott Rothstein had controlled the company that owned the property. Herbert Stettin is the Chapter 11 trustee for Rothstein's law firm Rothstein Rosenfeldt Adler PA, which has been in Chapter 11 liquidation since November 2009. Before Casa Casuarina filed for bankruptcy, Mr. Stettin had reached agreement to settle his claim to partial ownership. In its schedules, the Debtor disclosed $79,005,976.66 in total assets and $32,506,799.29 in total liabilities as of the Petition Date. CASH STORE: Appeals Ontario Ruling on "Payday Loan" --------------------------------------------------- Cash Store Financial on March 28 disclosed that it has appealed the order of the Ontario Superior Court of Justice dated February 12, 2014 pursuant to which the Company's basic line of credit product was declared to be a payday loan and the Company was prohibited from acting as a loan broker in respect of its basic line of credit product without a broker's license under the Payday Loans Act. There is no certainty that the appeal will be successful and it is possible that the Company will be required to permanently close its Ontario operations. The Company also disclosed that, as part of its ongoing strategic review, the Company and the advisors to the Special Committee of the Board of Directors have engaged in discussions with certain of the Company's creditors and other stakeholders to address near term liquidity issues that have arisen, including as a result of the suspension of the Company's right to make loans in Ontario. The Company has been notified of the formation of an ad hoc committee of holders of the Company's 11.5% senior secured notes through its legal and financial advisors and, accordingly, the ad hoc committee is one of the creditor groups involved in discussions with the Company regarding how to address its near term liquidity issues. There is no certainty that the Company's near term liquidity issues will be resolved and, if resolved, on terms that are favorable to the Company. 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. 8, 2013 edition of the TCR, Standard & Poor's Ratings Services lowered its issuer credit rating on Cash Store Financial (CSF) to 'CCC+' from 'B-'. The outlook is negative. "The downgrades follow a proposal by the payday loan registrar in Ontario to revoke CSF's payday lending licenses and CSF's announcement that it has discontinued its payday loan product in the region," said Standard & Poor's credit analyst Igor Koyfman. The company's businesses in Ontario, which account for approximately one-third of its store count, will begin offering a new line of credit product to its customers. S&P believes this is to offset the loss of its payday lending product; however, this is a relatively new product, and S&P believes that it will be challenging for the company to replace its lost earnings from the payday loan product. S&P also believes that the registrar's proposal could lead to similar actions in other territories. As reported by the TCR on Feb. 21, 2014, Moody's Investors Service downgraded the Corporate Family 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. CELESTE MINING: Applies to Alberta Security Commission for MCTO --------------------------------------------------------------- Celeste Mining Corp. on March 28 disclosed that it has applied to the Alberta Securities Commission to approve a management cease trade order ("MCTO"). If approved, it is anticipated that the MCTO will be issued on or about April 1, 2014. The Company anticipates it may be unable to file its annual financial statements, management discussion and analysis and related Chief Executive Officer and Chief Financial Officer certificates for its fiscal year ended November 30, 2014 before the March 31, 2014 filing deadline. If the MCTO application is not approved and the Required Filings are not filed by the Filing Deadline, the securities of the company may be subject to a general cease trade order in accordance with National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults. The delay in completing the Required Filings is attributable to the additional time and efforts spent securing an additional injection of working funds for the Issuer to undertake an audit of its financial statements. The Company will be working diligently with its auditors to remedy the situation in advance of the deadline, however, Celeste has concluded that its auditor will not be able to complete the audit within the allotted timeframe, and as such the Required Filings cannot be made by the Filing Deadline. The Company anticipates that it will be in a position to remedy the default within the two-month time allotted that the Company has applied for under the MCTO and file the Required Filings on or before May 30, 2014. The MCTO restricts all trading in securities of the Company, whether direct or indirect, by management of the Company. If approved, the MCTO will be in effect until the Required Filings are filed or until it is revoked or varied. The Company intends to satisfy the provisions of the alternative information guidelines set out in sections 4.3 and 4.5 of National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults so long as the Required Filings are outstanding. The Company has not taken any steps towards any insolvency proceeding and the Company has no material information to release to the public. About Celeste Celeste Mining Corp. -- http://www.celestemining.com-- is a Canadian corporation currently focused on the acquisition of an interest in Cornish Minerals Limited (a UK registered company) which controls mining rights in the historic Cornish mining region in Cornwall, England, including the South Crofty Mine as announced in a news release dated May 25, 2011. In addition, Celeste continues to assess other tin, copper and copper-gold properties for exploration and development opportunities. CHESTER COMMUNITY: Fitch Affirms 'BB' Rating; Outlook Positive -------------------------------------------------------------- Fitch Ratings affirms the long-term rating at 'BB' and removes from Rating Watch Negative, approximately $56 million in charter school revenue bonds issued by the Delaware County Industrial Development Authority, PA (DCIDA). The bonds are issued on behalf of Chester Community Charter School (CCCS). The Rating Outlook is Positive. SECURITY The bonds are secured by pledged revenues of CCCS, backed by a mortgage on the property and facilities leased by the school and a debt service reserve (DSR) cash-funded to transaction maximum annual debt service (TMADS) of $4.1 million due in 2013. Management fee payments to CSMI, LLC (CSMI) are subordinated to the payment of debt service and the maintenance of a fully funded DSR. KEY RATING DRIVERS RATING WATCH REMOVED: The decision to remove the Rating Watch is supported by the authorizer's null assessment of a Commonwealth of Pennsylvania Auditor General performance audit for CCCS, which eliminates or greatly reduces Fitch's concern of negative impact to the school. IMPROVED FINANCIAL PERFORMANCE: The Positive Outlook reflects the resolution of litigation against the Chester Upland School District (CUSD), and receipt of nearly $18 million in installment payments in fiscal year 2013 (FY13). These funds, previously due to the school, enabled operations to improve from a -20% margin in FY12 to a 5.4% margin in FY13. Additionally, CCCS's relationship with CUSD, who acts as the charter authorizer, has substantially improved. DIMINISHED LIQUIDITY PROFILE: CCCS's balance sheet resources have continued to decline and the school's available funds, a measure of unrestricted liquidity is subject to further reduction as lease payments related to the new Upland Borough campus are initiated in the current fiscal year. ENROLLMENT STRENGTH & COMMUNITY NEED: Enrollment has grown year over year and December 2013's headcount of 3,039, while level with 2012's average headcount of 3,040, still represents over 50% of the students in the school district. CCCS can accommodate 3,500 students but expects to be at full capacity with 3,350 students. STRONG BONDHOLDER PROTECTIONS: Legal and structural provisions include a trustee intercept of state aid that provides for payment of debt service before any distribution of revenues to CCCS, and contractual subordination of CSMI's fee. RATING SENSITIVITIES IMPROVED FINANCIAL FLEXIBILITY: CCCS's ability to maintain consistently break-even to positive operations and grow liquidity levels while successfully integrating the operations of the third campus in Upland Borough could likely provide upward rating pressure. STANDARD SECTOR CONCERNS: A limited financial cushion; substantial reliance on enrollment-driven, per pupil funding; and charter renewal risk are credit concerns common among all charter school transactions that, if pressured, could negatively impact the rating over time. CREDIT PROFILE CCCS was formed in 1998 to provide an alternative public school option for residents in CUSD, which serves the City of Chester, PA, Chester Township, PA and the Borough of Upland, PA. CCCS has experienced consistent, significant, demand-driven growth, leading the school to expand its academic offerings to grades K-8 on three campuses. CCCS has a very strong relationship with CSMI, which was formed specifically to manage the school's operations. CSMI's management strategy has been fiscally conservative, resulting in historically balanced operations and strong academic performance compared to CUSD. Enrollment at CCCS, 3,175 students at the beginning of the school year, has remained stable over the course of its history. CCCS also undertook a community-initiated project to open a campus in Upland Borough in fall 2013. CCCS's ability to meet its enrollment goal for the new campus would ease credit concerns related to future planned expansion. FISCAL 2013 OPERATING IMPROVEMENT CCCS generated a 5.4% margin in FY13, assisted by the receipt of owed funds, which reversed a -20% margin in FY12 (due to the aforementioned hurdles). For fiscal 2014 the school expects break-even to positive operating results and interim statements, as of Dec. 31, 2013 indicate negligible but positive cash based margins. Completing the fiscal year with a positive margin would continue a favorable trend for the school and provide positive rating pressure over time. CCCS faced material funding challenges during fiscal 2012 due to per pupil funding being withheld or delayed at the CUSD level. CCCS subsequently received those funds after a court settlement in fiscal 2013. The eventual settlement agreement, completed in July of 2012 resulted in the receipt of installment payments in the amount of $17.5 million. These funds were utilized to pay off loans incurred to cover expenses in the absence of regular funding. WEAK BALANCE SHEET CUSHION Operational difficulties constrained CCCS's balance sheet cushion. Available funds (defined by Fitch as cash and investments not permanently restricted) dropped to $2.2 million in FY13. These funds represented 5.1% of fiscal 2013 operating expenses and 3.9% of total outstanding debt. CCCS's balance sheet resources are very weak relative to the debt incurred and Fitch expects these metrics to exhibit only incremental growth over time. DEBT MANAGEABILITY CCCS has historically exhibited a high but manageable debt burden. TMADS represented 10.4% of fiscal 2013 revenues, somewhat lower than the five-year average of 11.9%. Coverage of the annual debt service averaged 0.9x from fiscal 2009 to 2013; fiscal 2013 actual coverage was 1.5x. Average coverage excluding fiscal 2012 averaged a stronger 1.4x. CCCS's operations have historically provided adequate net available income and can cover triple net lease costs associated with campus facilities without additional enrollment or revenue growth. Coverage for transaction MADS of $4.69 million, including lease costs for the new Upland Borough campus, slimmed to 1.2x. The debt burden increased modestly to 10.4% of fiscal 2013 revenues. Fitch views school's ability to cover the facilities expenses in the absence of any enrollment growth favorably. CODA HOLDINGS: Amended Liquidation Plan Declared Effective ---------------------------------------------------------- Adoc Holdings, Inc., formerly known as Coda Holdings, Inc., et al., notified the U.S. Bankruptcy Court for the District of Delaware that the Effective Date of their Third Amended Chapter 11 Plan of Liquidation occurred on March 5, 2014. The Debtors related that each of the conditions precedent to consummation of the Plan enumerated in Article XI of the Plan has been satisfied or waived in accordance with the Plan and the confirmation order dated Jan. 28, 2014. As reported in the Troubled Company Reporter on Oct. 31, 2013, the Plan was facilitated by a settlement under which the creditors' committee permitted the sale of the non-auto business to an insider group including an affiliate of Fortress Investment Group LLC. The sale was completed in June 2013. According to a Bloomberg News report, the assets were sold for $25 million. The buyer paid $1.7 million in cash and credit bid the amount of the DIP loan and pre-bankruptcy secured debt. Bloomberg said the settlement enabled the company to draw down $1.9 million remaining on the loan financing the Chapter 11 case. When the sale was completed, Los Angeles-based Coda changed its name to Adoc Holdings Inc. From cash remaining after higher- priority claims are paid, the first $500,000 goes to unsecured creditors. The Bloomberg report relates that additional cash will be split, with unsecured creditors receiving one-third and the purchasers two-thirds. The noteholders' deficiency claims won't share in the portion for unsecured creditors. There's a companion sharing arrangement for proceeds from lawsuits. Unsecured claims are shown in the disclosure statement approved on Sept. 24 as totaling around $23 million. A Fortress affiliate is a holder of $15.8 million of the notes to be exchanged for ownership and was one of the providers of bankruptcy financing. Coda sold only 100 Coda Sedans, an electrically powered version of the Hafei Saibao, made in China. The buyers didn't acquire the car business, and will concentrate on making stationary electric storage systems. About CODA Holdings Los Angeles, California-based CODA Energy -- http://www.codaenergy.com-- made an electric auto that was a commercial failure. The company marketed the Coda Sedan, which sold only 100 copies. It was an electrically powered version of the Hafei Saibao, made in China. After bankruptcy, Los Angeles- based Coda intends to concentrate on making stationery electric- storage systems. CODA Holdings, Inc., Coda Energy LLC and three other affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-11153) on May 1, 2013, to enable the Company to complete a sale, confirm a plan, and emerge from bankruptcy in a stronger position to execute its new business plan. The Company expects the sale process to take 45 days to complete. FCO MA CODA Holdings LLC, an affiliate of Fortress Investment Group, is leading a consortium of lenders intending to provide DIP financing to enable the Company's energy storage business to remain fully operational during the restructuring process. The consortium, or its designee, will also as stalking horse bidder to acquire the Company post-bankruptcy. In addition, the Company will seek to monetize value of its existing automotive business assets. CODA disclosed assets of $10 million to $50 million and liabilities of less than $100 million. Coda Automotive Inc., disclosed $24,950,641 in assets and $95,859,413 in liabilities as of the Chapter 11 filing. The Debtors have incurred prepetition a significant amount of secured indebtedness: secured notes of with principal in the amount of $59.1 million; term loans in the principal amount of $12.6 million; and a bridge loan with $665,000 outstanding. FCO and other bridge loan lenders have "enhanced priority" over other secured noteholders that did not participate in the bridge loans, pursuant to the intercreditor agreement. Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird, Esq., at Fox Rothschild LLP are the counsel for the Debtors. CODA's legal advisor in connection with the restructuring is White & Case LLP. Emerald Capital Advisors serves as its chief restructuring officer and restructuring advisor, and Houlihan Lokey serves as its investment banker for the restructuring. Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal advisor. Brent T. Robinson, Esq., at Robinson, Anthon & Tribe represents the Debtors in their restructuring efforts. The Committee tapped Brown Rudnick as its counsel and Deloitte Financial Advisory Services LLP as its financial advisor. COLDWATER CREEK: Preparing to File for Bankruptcy ------------------------------------------------- Emily Glazer and Dana Mattioli, writing for The Wall Street Journal, reported that women's retailer Coldwater Creek Inc. is preparing to file for bankruptcy-court protection within about a week as it contends with a high debt load, declining sales and broader industry struggles, people familiar with the matter said. According to the report, Coldwater Creek, known for its catalogs selling a variety of women's clothes and accessories as well as mall-based retail stores, has struggled for months. Attempts to avoid a bankruptcy filing by refinancing debt or selling itself to a private-equity buyer were ultimately unsuccessful, these people said. The company's post-bankruptcy strategy isn't clear, the Journal said. Coldwater Creek carries about $353 million in total debt, which includes about $180 million in current liabilities, according to its most recent earnings filing. In addition to its catalog business and retail stores, Coldwater Creek operates factory stores, an e-commerce business and seven spas in the U.S., the report said, citing the retailer's website. The company, which is publicly traded, posted sales of about $155 million for the quarter ended Nov. 2, 2013, compared with $188 million in the year-earlier period, according to its most recent filing, the report related. Private-equity firm Golden Gate Capital in 2012 provided a $65 million term loan to Coldwater Creek and has the option to buy stock in the company. Coldwater Creek Inc. is a specialty retailer of women's apparel, accessories, jewelry and gift items. Founded in 1984 as a catalog company, Coldwater Creek is now a multi-channel specialty retailer generating $228.5 million in net sales in the three months ended Nov. 1, 2008. The company's proprietary merchandise assortment reflects a sophisticated yet relaxed and casual lifestyle. CONSTRUCTORA DE HATO: Wants More Time to Market Assets, File Plan ----------------------------------------------------------------- Patricia I. Varela-Harrison, Esq., at Charles A. Cuprill, P.S.C., Law Offices -- on behalf of Constructora De Hato Rey Incorporada -- asks the Bankruptcy Court for a 90-day extension of its exclusive period to file a plan of reorganization and explanatory disclosure statement. The Debtor's exclusive plan filing period was set to expire March 20, 2014, absent an extension, and it filed the extension request prior to that date. The Debtor said the offers it has received thus far for the purchase of its realty have been unreasonable, thus it has been unable to liquidate its realty and raise the necessary funds to execute a feasible Plan. The Debtor is evaluating the possibility of hiring a new real estate broker to sell or liquidate these assets. About Constructora De Hato San Juan, Puerto Rico-based Constructora De Hato owns parcels of land in Puerto Rico with an aggregate value of $1.82 million. It filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02876-11) in Old San Juan, Puerto Rico, on April 13, 2012. The petition was signed by Waldemar Carmona Gonzalez, president. The Debtor is represented by Charles Alfred Cuprill, Esq., at Charles A. Curpill, PSC Law Office, in San Juan. Luis R. Carrasquillo & Co., PSC, serves as financial consultant. In its schedules, as amended, the Debtor disclosed $10,701,724 in assets and $6,847,693 in liabilities. DEWEY & LEBOEUF: Clawback Suit Seeks $9M From Former COO -------------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that a new lawsuit filed in Dewey & LeBoeuf LLP's bankruptcy case seeks the return of more than $9 million in salary, bonuses and other compensation from the defunct law firm's former chief operating officer. According to the report, over a six-year span, Dennis D'Alessandro received $9.3 million under an "astronomically generous" employment contract, according to a so-called clawback lawsuit filed in Manhattan bankruptcy court. The suit seeks to recover the funds on the grounds that the payments were made while Dewey was unable to meet its other financial obligations, the report related. The lawsuit further claims the payments Mr. D'Alessandro received were "atypical" for the legal industry and "far above" the value of the services he provided as the firm's COO, the report further related. Mr. D'Alessandro's attorney, Bruce Barket, said his client would be fighting the lawsuit, the report added. He added that neither he nor his client were served with the lawsuit and was unaware of it before a reporter inquired about it on March 31. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DIGITAL REALTY: Fitch Assigns 'BB+' Rating to $1BB Preferred Stock ------------------------------------------------------------------ Fitch Ratings has assigned a credit rating of 'BBB' to Digital Stout Holding, LLC's GBP300 million aggregate principal amount of 4.75% senior unsecured guaranteed notes due 2023. Digital Stout Holding, LLC is a wholly-owned subsidiary of Digital Realty Trust, L.P., which is the operating partnership of Digital Realty Trust, Inc. (NYSE: DLR). The notes were priced at a spread of 215 basis points over the United Kingdom Gilt Treasury Stock due 2023. The guaranteed notes are senior unsecured obligations of Digital Stout Holding, LLC and will be fully and unconditionally guaranteed by Digital Realty Trust, Inc. and Digital Realty Trust, L.P. The company intends to use the net proceeds from the offering totaling GBP296.4 million to temporarily repay borrowings under its global revolving credit facility, to acquire additional properties, to fund development opportunities, for general working capital purposes or a combination of the foregoing. Fitch currently rates Digital Realty Trust, Inc., Digital Realty Trust, L.P., and Digital Stout Holding, LLC (collectively, Digital Realty) as follows: Digital Realty Trust, Inc. -- Issuer Default Rating (IDR) 'BBB'; -- $1 billion preferred stock 'BB+'. Digital Realty Trust, L.P. -- IDR 'BBB'; -- $2 billion unsecured revolving credit facility 'BBB'; -- $1 billion senior unsecured term loan facility 'BBB'; -- $1.6 billion senior unsecured notes 'BBB'; -- $266.4 million senior unsecured exchangeable debentures 'BBB'. Digital Stout Holding, LLC -- IDR 'BBB'; -- GBP700 million unsecured guaranteed notes 'BBB'. The Rating Outlook is Stable. KEY RATING DRIVERS Digital Realty's 'BBB' IDR takes into account the company's strong access to capital evidenced by increasing institutional acceptance of the company's data center portfolio, as well as adequate liquidity due to laddered debt maturities, moderate retained cash flow and a less aggressive development pipeline. Credit strengths also include a global platform and limited tenant concentration. These strengths are balanced by an uncertain leasing environment following reduced occupancy rates and select rental rate roll downs; however, fixed-charge coverage should remain appropriate for the 'BBB' rating. Corporate leverage is low for the rating although unencumbered asset coverage is somewhat weak for the 'BBB' level as the company's unsecured debt incurrence has outpaced the growth of the unencumbered pool. Uncertain Leasing Environment Same-store cash net operating income (NOI) increased by 8.9% in 2013. However, same-store occupancy decreased to 91.2% as of Dec. 31, 2013 from 93.3% as of Dec. 31, 2012, principally due to a sizeable non-data center asset lease expiration. Cash rental rate roll downs on renewals were negative 0.4% for 2013. Further rental roll downs are possible in 2014 when 7.6% of rents expire as well as in 2015 when 8.5% of rents expire. Nevertheless, the company sees an opportunity to increase revenues from colocation (i.e., providing space, power, connectivity and outsourced IT solutions for corporate enterprises). Colocation provides an alternative vehicle for growth that would enhance DLR's revenue diversity to the benefit of unsecured bondholders. Tenant retention was solid at 77% for 2013, indicating that only select tenants have chosen not to renew in favor of building their own data centers, which is a secular data center industry risk. In addition, the weighted average remaining lease term for the portfolio is approximately seven years, providing cash flow stability absent tenant bankruptcies or lease renegotiations during the term. Solid Fixed-Charge Coverage The company's fixed-charge coverage ratio was appropriate for the 'BBB' rating at 2.6x for 2013 pro forma for the series H preferred stock and 4.75% Guaranteed Notes offerings (3.0x actual in 2013), compared with 3.1x in 2012 and 2.9x in 2011. Fitch defines fixed- charge coverage as recurring operating EBITDA less recurring capital expenditures less straight-line rent adjustments divided by total cash interest incurred and preferred stock dividends. Fitch anticipates that a backlog of leases signed but not yet commenced will offset potential further rent roll downs and increased capital expenditures associated with the lease-up of vacant space. Fixed-charge coverage should remain solid for the 'BBB' rating in the high 2.0x range. In a stress case not anticipated by Fitch in which rental rate roll downs result in low single digit same-store NOI declines, coverage could decline below 2.5x, which would be weak for a 'BBB' rating. Reduced Development Pipeline Fitch views favorably DLR's reduction in development activities in response to market conditions. DLR's future funding requirements for the total active development pipeline represented 4.9% of gross asset value as of Dec. 31, 2013, compared with 6% as of year-end 2012 and 6.9% as of year-end 2011. Among the in-service development inventory, approximately 17.3% of space is pre-leased as of Dec. 31, 2013, indicative of elevated lease-up risk going forward. However, approximately 79.4% of space was pre-leased across data centers under construction as of Dec. 31, 2013. Construction costs on a per-square foot basis are declining as well but remain high compared with other commercial property sectors. Strong Access to Capital The company continues to demonstrate strong access to multiple sources of capital on favorable terms, including the series H preferred stock and 4.75% guaranteed notes. In addition, the company refinanced its revolving credit facility in August 2013, increasing its total borrowing capacity to $2 billion from $1.8 billion and also refinanced its senior unsecured multi-currency term loan facility, increasing its total borrowing capacity to $1 billion from $750 million. In September 2013, DLR formed a joint venture with an investment fund managed by Prudential Real Estate Investors (PREI) and contributed nine Powered Base Building data centers valued at approximately $366.4 million. The PREI-managed fund took an 80% interest in the joint venture, and DLR retained a 20% interest. The company contributed another Powered Base Building data center to this venture in the first quarter of 2014 (1Q'14). Adequate Liquidity Liquidity coverage assuming no additional external capital raising, calculated as liquidity sources divided by uses, is 1.5x for the period Jan. 1, 2014 to Dec. 31, 2015. Sources of liquidity include unrestricted cash, availability under the company's global credit facility pro forma for the series H preferred stock and 4.75% guaranteed notes offerings, and projected retained cash flows from operating activities after dividends and distributions. Uses of liquidity include debt maturities, projected recurring capital expenditures and development costs. Assuming 80% of the company's secured debt is refinanced - an unlikely scenario as the company continues to unencumber the portfolio - liquidity coverage would be 1.8x. Debt maturities are laddered in the coming years with 9% of debt maturing in 2014 followed by 10.4% in 2015. In addition, the company's adjusted funds from operations (AFFO) payout ratio was 83.9% in 2013 compared with 83.7% in 2012, reflective of good internally-generated liquidity of over $80 million annually based on the 2013 payout ratio. Global Platform Digital Realty offers Turn-Key Flex, Powered Base Building, and colocation space and its 131 properties span 33 markets across 10 countries and four continents. This significant market presence gives the company strong tenant relationships; approximately 58% of the company's customers occupy space in DLR data centers across multiple markets. Top markets as of Dec. 31, 2013 were London (12.6% of rent), Northern Virginia (10.2%), New York (9.5%), Dallas (9.3%), and Silicon Valley (8.4%). Limited Tenant Concentration Tenant concentration continues to decline, which Fitch views favorably and which differentiates DLR from its major competitors, CoreSite Realty Corporation, DuPont Fabros Technology, Inc. and Global Switch Holdings Ltd. (Fitch IDR of 'BBB' with a Stable Rating Outlook). DLR's top five tenants comprise 23.5% of total base rent, compared with 23.1% to 61% for its primary competitors. DLR's top tenants as of Dec. 31, 2013 were CenturyLink, Inc. (IDR of 'BB+' with a Stable Rating Outlook) at 7.8% of rent, IBM (IDR of 'A+' with a Stable Rating Outlook) at 5.5%, TelX Group, Inc. at 4.3%, Equinix Operating Company, Inc. at 3.2% and Morgan Stanley (IDR of 'A' with a Stable Rating Outlook) at 2.7%. Technical Team Focused on New Initiatives The company offers customized solutions to its tenants; recent initiatives include the launch of EnVision, a comprehensive data center infrastructure management (DCIM) solution that provides increased visibility into data center operations, and the launch of Digital Open Internet Exchange (Digital Open-IX), a neutral and member-governed internet exchanges self-regulatory body in North America, similar to the system in Europe. The initial rollout for Digital Open-IX will take place in the New York metro area and Northern Virginia, followed by deployment in several other U.S. markets. Low Corporate Leverage for 'BBB' Leverage is low for the 'BBB' rating, with net debt as of Dec. 31, 2013 pro forma for the preferred stock and Guaranteed Notes offerings to 2013 recurring operating EBITDA at 5.3x, compared with 5.5x as of Dec. 31, 2012 and 4.7x as of Dec. 31, 2011. The incurrence of debt to fund a portion of acquisitions and development contributed towards the increased leverage trend from 2011 to 2012. In addition, on March 17, 2014, Digital Realty announced its intention to redeem all its outstanding 5.5% senior unsecured exchangeable debentures. The exchange of all of these debentures for common stock would further reduce leverage to approximately 5.0x. Fitch's base case anticipates that the company's same-property NOI will be flat over the next 12-to-24 months, which will result in leverage in the low-to-mid 5x range. In a stress case not anticipated by Fitch in which the company experiences low single digit same-store NOI declines, leverage would approach 6.0x, which would be weak for a 'BBB' rating. Separately, in October 2013, DLR's board of directors authorized a $500 million share repurchase program, although the company has yet to utilize the program. Fitch does not expect the company to access this program actively; should the company do so, it would weaken the position of unsecured bondholders and could result in negative rating actions, depending on the magnitude of the buyback. Slightly Weak Unencumbered Asset Coverage Digital Realty is committed to an unsecured funding profile. However, the company's unsecured debt incurrence has outpaced the growth of the unencumbered pool. Unencumbered assets (unencumbered NOI pro forma for redevelopment and development NOI divided by a stressed capitalization rate of 10%) covered pro forma net unsecured debt by 1.8x. Executive Leadership Announcement On March 17, 2014, the company announced that Michael F. Foust departed as Chief Executive Officer. Digital Realty's Board of Directors appointed A. William Stein, Chief Financial Officer and Chief Investment Officer, to serve as Interim Chief Executive Officer. Stein joined the company's predecessor private equity fund in April 2004 and, having overseen the company's growth and achievement of investment-grade credit ratings, is well-positioned to serve in this role. Preferred Stock Notching The two-notch differential between the company's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'. Stable Outlook The Stable Outlook reflects Fitch's projection that fixed charge coverage will remain in the high 2x to low 3x range, that leverage will remain in the low-to-mid 5x range, and that the company will continue its gradual tenant and asset diversification via acquisitions and development. Rating Sensitivities The following factors may result in positive momentum in the rating and/or Outlook: -- Increased mortgage lending activity in the datacenter sector; -- Fitch's expectation of fixed-charge coverage sustaining above 3.0x (pro forma fixed-charge coverage is 2.6x); -- Fitch's expectation of net debt to recurring operating EBITDA sustaining below 4.5x (pro forma leverage is 5.3x). The following factors may result in negative momentum in the rating and/or Outlook: -- Sustained declines in rental rates and same-property NOI; -- Fitch's expectation of fixed-charge coverage sustaining below 2.5x; -- Fitch's expectation of leverage sustaining above 6.0x; -- Base case liquidity coverage sustaining below 1.0x. DOTS LLC: Can Hire A&G as Real Estate Consultants ------------------------------------------------- Dots, LLC and its debtor-affiliates sought and obtained for permission from the U.S. Bankruptcy Court for the District of New Jersey to employ A&G Realty Partners, LLC as real estate consultants, effective Jan. 20, 2014. The services to be rendered by A&G Realty are subject to specific direction by the Debtors. As more fully set forth in the Services Agreement, A&G Realty will advise the Debtors with respect to stores that the Debtor determines to close or sell, including valuing such leases, negotiating with landlords over rent reductions, negotiating with landlords over claim reductions or claim waivers and negotiating with landlords with respect to assignment and sale of such leases. All of the services to be provided by A&G Realty will only be provided on an as-needed basis upon the request of the Debtors. Emilio Amendola, principal of A&G Realty, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About DOTS LLC Dots is a retailer of fashionable clothing, accessories, and footwear for price-conscious women. Dots provides missy and plus size choices to fashion savvy 25 to 35 year old women at approximately 400 retail stores throughout the Midwest, East, and South United States. Dots' workforce includes 3,500 individuals in their stores, distribution center, and corporate headquarters. Dots, LLC, and its affiliates sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-11016) on Jan. 20, 2014, to sell some or all of their assets. Lowenstein Sandler LLP serves as counsel to the Debtors. PricewaterhouseCoopers LLP is financial advisor and investment banker. Donlin, Recano & Company, Inc., is the claims and notice agent. As of the Petition Date, the Debtors have outstanding secured debt owed to senior lender Salus Capital Partners, LLC, of which $14.5 million remains outstanding under a revolving facility and $16.1 million is owed under a term facility. The Debtors also have not less than $17 million outstanding under subordinated term loan agreements with Irving Place Capital Partners III L.P. ("IPC") and related entities. Moreover, the Debtors have aggregate unsecured debts of $47.0 million. Salus, the prepetition senior lender and the DIP lender, is represented by Morgan, Lewis & Bockius, LLP. The prepetition subordinated lenders are represented by Okin Hollander & DeLuca, LLP. The Company has arranged to borrow $36 million to keep operating as it reorganizes under court protection. DOTS LLC: Files Schedules of Assets and Liabilities --------------------------------------------------- Dots LLC filed with the Bankruptcy Court for the Northern District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $51,574,560 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $47,643,668 E. Creditors Holding Unsecured Priority Claims $807,280 F. Creditors Holding Unsecured Non-priority Claims $36,991,707 ----------- ----------- TOTAL $51,574,560 $85,442,656 About DOTS LLC Dots is a retailer of fashionable clothing, accessories, and footwear for price-conscious women. Dots provides missy and plus size choices to fashion savvy 25 to 35 year old women at approximately 400 retail stores throughout the Midwest, East, and South United States. Dots' workforce includes 3,500 individuals in their stores, distribution center, and corporate headquarters. Dots, LLC, and its affiliates sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-11016) on Jan. 20, 2014, to sell some or all of their assets. Lowenstein Sandler LLP serves as counsel to the Debtors. PricewaterhouseCoopers LLP is financial advisor and investment banker. Donlin, Recano & Company, Inc., is the claims and notice agent. As of the Petition Date, the Debtors have outstanding secured debt owed to senior lender Salus Capital Partners, LLC, of which $14.5 million remains outstanding under a revolving facility and $16.1 million is owed under a term facility. The Debtors also have not less than $17 million outstanding under subordinated term loan agreements with Irving Place Capital Partners III L.P. ("IPC") and related entities. Moreover, the Debtors have aggregate unsecured debts of $47.0 million. Salus, the prepetition senior lender and the DIP lender, is represented by Morgan, Lewis & Bockius, LLP. The prepetition subordinated lenders are represented by Okin Hollander & DeLuca, LLP. The Company has arranged to borrow $36 million to keep operating as it reorganizes under court protection. DUTCH GOLD: To Provide Services to Medical Marijuana Industry ------------------------------------------------------------- The Board of Directors of Dutch Gold Resources, Inc., has authorized the release of a letter to shareholders dated March 12, 2014. Below is a complete copy of the letter. To our Shareholders: On January 31, 2014, we wrote to you about the direction of the Company in 2014 and beyond. This letter is not written as a substitute for other reporting, simply to update those who are interested DGRI. What business sectors are of particular focus to the Company? In January we wrote that management believes that the best opportunities for growth with modest capital requirements are found in the business services sector. We have decided to focus on delivering financial services to the Medical Marijuana Industry. Our intention is to leverage business relationships through joint ventures, strategic partnerships and acquisitions to offer business acceleration services to this rapidly growing and evolving industry. Why enter the Medical Marijuana Industry? To be clear, we will offer business and financial services to this emerging market. Companies in the Medical Marijuana business face significant challenges with regard to banking, access to credit and compliance services. Twenty states have legalized medical marijuana, and it is likely that more states will follow. We believe that we can offer more mainstream financial and business services, while facilitating compliance with state regulations. What can we expect from the Company going forward? We have identified three primary service offerings: Merchant Services, Business Services and Capital Formation services through crowd funding. Each offering present a different revenue stream, beginning to build a portfolio of products that can produce ongoing business. How do we find out more? Please visit our new website at www.dutchgoldinc.com. Sincerely, DUTCH GOLD RESOURCES, INC. Dan Hollis Daniel Hollis, CEO About Dutch Gold Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI) -- http://www.dutchgoldresources.com/-- is a junior gold miner focused on developing its existing mining properties in North America and acquiring and developing new mines that can enter into production in 12 to 24 months. After auditing the 2011 results, Hancock Askew & Co., LLP, in Norcross, Georgia, noted that the Company has limited liquidity and has incurred recurring losses from operations and other conditions exist which raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $4.58 million on $0 of sales in 2011, compared with a net loss of $3.69 million on $0 of revenue in 2010. The Company's balance sheet at Sept. 30, 2012, showed $2.65 million in total assets, $7.17 million in total liabilities and a $2.23 million total stockholders' deficit. E. H. MITCHELL: Files Amended Schedules of Assets and Liabilities ----------------------------------------------------------------- E. H. Mitchell & Company LLC filed with the Bankruptcy Court for the Eastern District of Louisiana its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $300,000,000 B. Personal Property $13,472,497 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $849,772 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $427,000 ----------- ----------- TOTAL $313,472,497 $1,276,772 About E. H. Mitchell & Company LLC E. H. Mitchell & Company LLC sought protection under Chapter 11 of the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr. E.D. La.). The case is assigned to Judge Jerry A. Brown. The Debtor is represented by Robert L. Marrero, Esq., at Robert Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed $300,027,297 in assets and $1,281,148 in liabilities. The petition was signed by Michael Furr, secretary/member. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, has appointed three members to the official committee of unsecured creditors. EDENOR SA: Reports ARS 772.7 Million Profit in 2013 --------------------------------------------------- Edenor SA reported profit of ARS 772.7 million on ARS 3.44 billion of revenue from sales for the year ended Dec. 31, 2013, as compared with a loss of ARS 1.01 billion on ARS 2.97 billion of revenue from sales in 2012. Edenor reported a net loss of ARS 291.38 million in 2011. Net Loss decreased ARS 370.2 million to a loss of ARS 19.3 million in the fourth quarter of 2013 from a loss of ARS 389.5 million in the same period of 2012, mainly due to the partial recognition of CMM increases pursuant to Note 6852/13 of ARS 723.6 million and positive interests of ARS 24.6 million and a gain accounted for Aeseba s Sale Trust repurchase of Edenor Notes due 2017 and 2022 of ARS 23.2 million, partially offset by the increase in costs described above, exchange differences of ARS 92.2 million, commercial interests accrued to CAMMESA of ARS 34.2 million and ARS 61.8 million in income tax loss. As of Dec. 31, 2013, the Company had ARS 7.25 billion in total assets, ARS 6.08 billion in total liabilities and ARS 1.17 billion in total equity. A copy of the Form 6-K report is available for free at: http://is.gd/5tA9JC About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. EDISON MISSION: Cancels Registration of Common Stock ---------------------------------------------------- Edison Mission Energy filed with the Securities and Exchange Commission a Form 15 "CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934" with respect to the Common Stock, par value $0.01 per share. EME said the approximate number of holders of record as of the certification or notice date is one. 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 was confirmed on March 11, 2014. The Plan provides for: (a) the sale to NRG Energy, Inc. and NRG Energy Holdings, Inc. of substantially all of EME's assets for approximately $2.635 billion, subject to certain adjustments provided in the Acquisition Agreement, and assumption of so-called PoJo Leases, as modified; (b) a settlement with Edison International -- EIX -- and certain EME noteholders pursuant to which EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of EIX; and (c) the transfer of substantially all remaining assets and liabilities of EME that are not otherwise discharged in the bankruptcy or transferred to NRG to the Reorganization Trust. Once consummated, the Plan will result in recoveries of over 80% for holders of unsecured claims against EME and payment in full in cash of claims against EME's subsidiaries. ELBIT IMAGING: Shareholders Elect 7 Directors to Board ------------------------------------------------------ At an extraordinary general meeting of shareholders of Elbit Imaging Ltd. held on March 13, 2014, the following nominees were duly elected as members of the Company's Board of Directors: Alon Bachar, Eliezer Avraham Brender, Ron Hadassi, Shlomo Kelsi, Yoav Kfir, Boaz Lifschitz and Nadav Livni. 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: York Global, Et Al., to Sell 204.4-Mil. Shares ------------------------------------------------------------- Elbit Imaging Ltd. registered with the U.S. Securities and Exchange Commission 204,422,767 of the Company's ordinary shares for resale by York Global Finance Offshore BDH (Luxembourg), Davidson Kempner Partners, Bank Hapoalim B.M., et al. The proposed maximum aggregate offering price is $38.96 million. The Company will not receive any proceeds from the sale of the shares by the selling shareholders. The Company's ordinary shares are traded on the NASDAQ Global Select Market, or NASDAQ, under the symbol "EMITF" and on the Tel- Aviv Stock Exchange, or TASE, under the symbol "EMIT." The closing price of the Company's ordinary shares on NASDAQ on March 11, 2014, was $0.1951 per share and the closing price of the Company's ordinary shares on the TASE on March 11, 2014, was NIS 0.685 per share (equal to $0.1972 based on the exchange rate between the NIS and the dollar, as quoted by the Bank of Israel on March 11, 2014). A copy of the Form F-1 registration statement is available at: http://is.gd/g0Cgs3 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. EMPIRE RESORTS: Participates in Meetings Held by EPR Properties --------------------------------------------------------------- Empire Resorts, Inc., participated in meetings held by EPR Properties on March 13, 2014, in which EPR presented an overview of its new four-season destination resort planned in Sullivan County, New York. Empire has made the presentation and related materials available, a copy of which can be found at: http://is.gd/k0w57p About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company incurred a net loss applicable to common shares of $19.12 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $60.72 million in total assets, $52.43 million in total liabilities and $8.29 million in total stockholders' equity. EMPIRE RESORTS: Amends $250 Million Securities Prospectus --------------------------------------------------------- Empire Resorts, Inc., amended its Form S-3 registration statement relating to the offer and sale, in one or more series, of any one of the following securities of the Company, for total gross proceeds of up to $250,000,000: * common stock; * preferred stock; * purchase contracts; * warrants to purchase our securities; * subscription rights; * depositary shares; * debt securities; and * units. The Company's common stock is traded on the Nasdaq Global Market under the symbol "NYNY." The Company amended the Registration Statement to delay its effective date. A copy of the amended prospectus is available for free at: http://is.gd/4eQDSW About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company incurred a net loss applicable to common shares of $19.12 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $60.72 million in total assets, $52.43 million in total liabilities and $8.29 million in total stockholders' equity. ENDEAVOUR INTERNATIONAL: Issues $5 Million Convertible Notes ------------------------------------------------------------ As previously disclosed, on Feb. 28, 2014, Endeavour International Corporation and three of its domestic subsidiaries entered into a securities purchase agreement with Whitebox Advisors LLC, as representative of certain of its affiliated funds. The Company exercised its option under the Purchase Agreement, and on March 7, 2014, issued $5,000,000 aggregate principal amount of the Company's 6.5 percent convertible notes with identical terms as the $12,500,000 aggregate principal amount of the Company's 6.5 percent convertible notes originally issued on March 3, 2014. Holders may convert their Notes at any time prior to the close of business on the business day immediately preceding the maturity date. The conversion rate for the Notes is initially 214.5002 shares of the Company's common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $4.662 per share of the Company's common stock), subject to certain anti-dilution adjustments as provided in the indenture governing the Notes. 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. ENDICOTT INTERCONNECT: To File Amended Plan by April 24 ------------------------------------------------------- Endicott Interconnect Technologies, Inc., et al., ask the U.S. Bankruptcy Court for the Northern District of New York to further extend their exclusive period within which to solicit acceptances of the amended Plan of Liquidation to Sept. 3, 2014. On Dec. 23, 2013, EIT filed its Liquidation Plan and proposed disclosure statement. The accompanying disclosure materials had unsecured creditors getting an estimated recovery of 1% to 2% on about $35 million in claims. The initial hearing to consider approving the Disclosure Statement was held on Feb. 27, 2014. Since that time, the Debtors? counsel has worked with the Office of the U.S. Trustee and the Official Committee of Unsecured Creditors to resolve their objections to the Disclosure Statement. In addition, the Debtors are working to resolve certain priority and general unsecured claims that will impact the overall distribution to creditors in the Chapter 11 cases. The Debtors tell the Court they intend to file an amended Plan and amended Disclosure Statement, incorporating the resolved objections and claims by April 24, and anticipate that the Court will schedule the hearing to confirm the amended Plan during May or June, 2014. A hearing to consider approval of the Debtors' extension request will be on April 24, 2014, at 10:30 a.m. Objections are due by April 17. About Endicott Interconnect Endicott Interconnect Technologies, Inc., and its affiliates filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in Utica, New York, on July 10, 2013, to sell the business before cash runs out by the end of September. David W. Van Rossum is the Debtors' sole officer. Bond, Schoeneck & King, PLLC, is counsel to the Debtor. Based in Endicott, New York, and formed in 2002, EIT is the successor to the microelectronics division of IBM Corp. The products are used in aerospace, defense and medication applications, among others. The Company sought Chapter 11 bankruptcy protection after suffering $100 million in operating losses in the last four years. In addition to $16 million in secured claims, trade suppliers are owed $34 million. There is another $32 million owing for loans made by shareholders. The Company said the book value of property is $36 million. An official committee of unsecured creditors has been appointed in the case with Avnet Electronics Marketing, Arrow Electronics, Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc., Orbotech, Inc., Tyco Electronics, and High Performance Copper Foil, Inc. as members. The committee is represented by Arent Fox LLP. The official creditors' committee said there could be $20.8 million in claims to bring against insiders. In August, the judge authorized the committee to conduct an investigation of the insiders. ENERGY FUTURE: Seeks More Time for Restructuring Deal ----------------------------------------------------- Mike Spector and Emily Glazer, writing for The Wall Street Journal, reported that Energy Future Holdings Corp., the troubled power company at the center of a record private-equity buyout, plans to seek more time to negotiate a restructuring deal with creditors before filing what would be one of America's largest bankruptcies. According to the report, the Dallas utility, formerly called TXU Corp., asked federal regulators for more time to file an annual financial report that is expected to reveal an opinion from auditors expressing doubt about the company's ability to continue as a going concern, according to a regulatory filing and people familiar with the matter. For Energy Future, receiving an extension from the Securities and Exchange Commission on filing the annual financial report, which was due March 31, would be important because a going concern opinion from auditors triggers a default on billions of dollars of debt that would force the company to imminently seek bankruptcy protection, the report related. The company also separately said it decided against making certain debt payments due April 1, the report further related. Energy Future said it would enter a grace period in lieu of making the payments. The company said how much of that time is used would depend on how negotiations with creditors go. Energy Future's board met to review plans for requesting an extension on its annual financial report and to discuss exercising the debt-payment grace period, the people said, the report cited. About Energy Future Holdings, fka TXU Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. Restructuring Talks With Creditors In April 2013, Energy Future and its affiliates confirmed in a regulatory filing that they are in restructuring talks with certain unaffiliated holders of first lien senior secured claims concerning the Companies' capital structure. Energy Future has retained Kirkland & Ellis LLP and Evercore Partners to advise the Companies with respect to the potential changes to the Companies' capital structure and to assist in the evaluation and implementation of other potential restructuring options. The Creditors have retained Paul, Weiss, Rifkind, Wharton & Garrison LLP and Millstein & Co., L.P. to advise the Creditors and to assist in the Creditors' evaluation of potential restructuring options involving the Companies. According to a Wall Street Journal report, people familiar with the matter said Apollo Global Management LLC, Oaktree Capital Management, Centerbridge Partners and GSO Capital Partners, the credit arm of buyout firm Blackstone Group LP, all hold large chunks of Energy Future's senior debt. Many of these firms belong to a group being advised by Jim Millstein, a restructuring expert who helped the U.S. government revamp American International Group Inc. The Journal said Apollo enlisted investment bank Moelis & Co. for additional advice to ensure it gets as much attention as possible on the case given its large debt holdings. ENNIS COMMERCIAL: Court Okays Hiring of JTW as Tax Consultants -------------------------------------------------------------- David Stapleton, the Plan Administrator of Ben Ennis, sought and obtained authorization from the Hon. Fredrick Clement of the U.S. Bankruptcy Court for the Eastern District of California to employ Janzen, Tamberi & Wong ("JTW") as tax consultants, effective July 12, 2013. JTW will assist the Plan Administrator in connection with the issues presented and arising in the post-confirmation phase of the Chapter 11 case and the Plan Administrator's duties under the plan. George A. Tamberi of JTW 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. JTW can be reached at: George A. Tamberi, CPA JANZEN TAMBERI & WONG 7650 N Palm Avenue, Ste. 105 Fresno, CA 93711 Tel: (559) 432-0300 About Ennis Commercial Porterville, California-based Ennis Commercial Properties, LLC's business consists of acquiring raw land and building commercial developments. The Company then either operates or sells the commercial buildings comprising the commercial development. ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal shares. On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred all of their ownership interests in ECP to Ben Ennis. ECP filed for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 10-12709) on March 16, 2010. Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law Offices of Peter L. Fear, in Fresno, Calif., represent ECP as counsel. No creditors committee has been formed in the case. In its schedules, the Debtor disclosed $40,878,319 in assets and $43,922,485 in liabilities. Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D. Calif. Case No. 10-62315) on Oct. 25, 2010. On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee in the Benn Ennis bankruptcy. Consequently, the Chapter 11 Trustee stands in the shoes of Ben Ennis, and holds all of the membership interests in ECP and controls it accordingly. Justin D. Harris, Esq., at Motschiedler, Michaelides, Wishon, Brewer & Ryan, LLP, in Fresno, represents the Chapter 11 Trustee as counsel. The plan of reorganization proposed by secured creditor Wells Fargo Bank for Ben Ellis was confirmed on June 27, 2013. David Stapleton was named plan administrator. ENVISION SOLAR: Sells $607,500 Worth of Units --------------------------------------------- Envision Solar International, Inc., sold a total of 4,050,000 units of its securities to two accredited investors raising total capital of $607,500 pursuant to the Company's private placement of Units which commenced on Jan. 14, 2014. Each Unit consists of one share of common stock and one common stock purchase warrant. The purchase price per Unit is $0.15. Each Warrant is exercisable for a period of 36 months from the date of issuance at an exercise price of $0.15 per Share. 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. EXIDE TECHNOLOGIES: Taps Cleary Gottlieb as Special Counsel ----------------------------------------------------------- Exide Technologies Inc. seeks authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to employ Cleary Gottlieb Steen & Hamilton LLP as special counsel, nunc pro tunc to Jan. 1, 2014. Cleary Gottlieb began providing legal services to the Debtor in connection with certain European antitrust matters in early December 2013, and entered into the Engagement Letter with the Debtor on Dec. 12, 2013, by which the Debtor retained Cleary Gottlieb to advise the Debtor with respect to those certain European antitrust matters. Cleary Gottlieb's duties have included and will continue to include, among other things, advising the Debtor with regard to these European antitrust matters. Cleary Gottlieb is working in conjunction with the other law firms providing legal services to the Debtor's European subsidiaries in connection with these antitrust matters. Cleary Gottlieb's current range of standard hourly rates for Brussels timekeepers are: Partners $875-$1,225 Associates $400-$730 Paraprofessionals $290-$365 Cleary Gottlieb will also be reimbursed for reasonable out-of- pocket expenses incurred. Cleary Gottlieb is owed approximately $150,000 for Services provided and expenses incurred in the month of January 2014. Christopher Cook, partner of Cleary Gottlieb, 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 April 1, 2014, at 10:00 a.m. Objections were due Mar. 25, 2014. Cleary Gottlieb can be reached at: Christopher Cook, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP Rue de La Loi 57 1040 Brussels Tel: (+32) 2 287-2000 Fax: (+32) 2 231-1661 E-mail: ccook@cgsh.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. He has hired his own firm as counsel. FLORIDA GAMING: ABC Funding's $155MM Offer Wins Auction ------------------------------------------------------- ABC Funding LLC won the bidding for Florida Gaming Corp.'s Casino Miami Jai-Alai at an auction March 25. ABC has agreed to pay $155 million for the fronton and casino. Evan S. Benn, writing for the Miami Herald, reported that ABC Funding defeated bids from casino operators Mohegan Tribal Gaming Authority and Penn National Gaming as well as Chicago private- equity firm Z Capital, according to Luis Salazar, Esq., an attorney who represented Casino Miami Jai-Alai at the auction at the Biltmore in Coral Gables. "There was very spirited bidding by all parties," Mr. Salazar said, according to Miami Herald. A hearing was scheduled March 26 to approve the sale. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Silvermark, a New York-based investment firm, owns casinos in Panama and Curacao. ABC provided an $87 million loan to Florida Gaming in 2011. Patrick Fitzgerald, writing for The Wall Street Journal, recounted that as early as June 2011, the lenders began to declare events of default for the company's failure to make principal payments. In September 2012, ABC Funding filed a foreclosure action on the facility. The loan eventually reached $127 million, as the defaults caused the interest rate to skyrocket to 33%. Miami Jai- Alai has accused its lenders of an unlawful "loan-to-own" scheme in an effort to have the debt wiped away. ABC Funding has denied these allegations in court documents. As a result of the contentious relationship with its lender, the company was unable to execute the deal to sell its assets outside of Chapter 11 bankruptcy protection. An investment bank later valued the casino as being worth $180 million. Florida Gaming must pay Silvermark, which served as stalking horse bidder, a $4 million "breakup" fee. On March 20, the Bankruptcy Court approved a Settlement Agreement by and among: (i) Florida Gaming, its wholly owned subsidiaries, Florida Gaming Centers, Inc., Tara Club Estates, Inc., and Freedom Holding, Inc.; (ii) the Committee of Unsecured Creditors of the Company and Centers in their respective bankruptcy cases, case no. 13-29598 for the Company and case no. 13-29597 for Centers; (iii) ABC Funding, LLC, in its capacity as agent under a Credit Agreement dated April 25, 2011, by and among ABC, as administrative agent, Centers, the Company, and the Lenders who are party thereto; and (iv) William B. Collett and William B. Collett, Jr. Under the settlement agreement, ABC was allowed: (1) a senior secured claim equal to $99,907,336 as of March 31, 2014, on account of all claims arising under or relating to Credit Agreement; and (2) Repurchase Claims equal to $37,000,000. Moreover, ABC was allowed to credit bid the full amount of the Loan Claim at the Auction, and the Debtors and the Committee will not object to any credit bid on any grounds. Under the settlement, provided that William Bennett Collett, Jr. or Daniel Licciardi are not employed by the buyer at the 363 Sale, and the Collett Employment Agreement and/or the Licciardi Employment Agreement are otherwise rejected by Centers, then the claims by William B. Collett, Jr. and Daniel Licciardi against Centers for six months of severance pay will be deemed allowed in the amount of $165,375 and $124,031, respectively; provided, however, that any creditor, party-in-interest or the Office of the United States Trustee may object to those claims within 10 days after the entry of the order of the Court approving the 363 Sale. The Settlement Agreement also provides for releases upon the closing of the sale of substantially all of Centers' assets of claims which ABC and the Committee of Unsecured Creditors have against the Company and Centers. The Settlement Agreement also requires that the Company and Centers prepare and file with the Bankruptcy Court a plan of complete liquidation at least 15 days before closing of the sale of Centers' assets. On March 25, the Court entered an order denying, as moot, the motion by the Official Joint Committee of Unsecured Creditors to limit ABC's credit bid. ABC is the Agent for Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value. About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company disclosed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Bankruptcy Judge Robert A. Mark oversees the case. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. Counsel to the Official Joint Committee of Unsecured Creditors are Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., in Miami, Florida. FREEDOM INDUSTRIES: UST, Committee Balk at Southern's Fee Request ----------------------------------------------------------------- Kate White, writing for The Charleston Gazette, reported that the U.S. Trustee said in court filings Freedom Industries president Gary Southern's legal fees should be treated as a general unsecured claim, rather than an administrative expense, as Mr. Southern requested. Mr. Southern filed a motion earlier in March asking the Bankruptcy Court to pay him until a chief restructuring officer was hired. He also asked that Freedom's insurance cover his legal expenses. According to the report, U.S. Trustee Judy Robbins on Friday said she doesn't object to Mr. Southern being paid for his work up until the CRO's hiring. However, the $48,909 owed to the Kay Casto & Chaney law firm -- the legal expenses Mr. Southern wants Freedom's insurance to cover -- shouldn't be an administrative expense, the trustee's filing states. The report also said the group of unsecured creditors objected to Mr. Southern's request, as well as the company giving priority to his legal expenses. The report said attorneys for Freedom Industries in a separate filing on Friday said they don't object to Mr. Southern's legal fees being classified as an administrative expense. About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. GENERAL MOTORS: Recalls 1.5 Million More Vehicles ------------------------------------------------- Siobhan Hughes and Jeff Bennett, writing for The Wall Street Journal, reported that Capitol Hill is gearing up for a showdown that will pit General Motors Co. against federal regulators about who is to blame for car defects now linked to 13 crash deaths. According to the report, separately, GM recalled another 1.5 million vehicles world-wide to fix steering system problems and more than doubled to $750 million its estimate of the hit to first-quarter results from recalls that now cover 6.3 million cars and trucks. That includes the 2.6 million vehicles linked to the ignition defect that will be at the center of congressional hearings, the report said. The April 1 hearing, before a House subcommittee, will star GM Chief Executive Mary Barra as well as David Friedman, the acting head of the National Highway Traffic Safety Administration, the report related. The hearing promises a round of finger-pointing over where the blame lies for a nearly decade-long delay between the recalls that began this February and when GM engineers knew there were problems with ignition switches designed for the 2005 Chevrolet Cobalt, the report said. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GENIUS BRANDS: Richard Staves Named Interim CFO ----------------------------------------------- Genius Brands International, Inc., appointed Richard Staves as it's interim chief financial officer on March 12, 2014. Mr. Staves previously served as the chief financial officer of A Squared Entertainment LLC, which was acquired by the Company on Nov. 15, 2013, from January 2011 to November 2011 and from June 2012 and November 2013. Richard Staves, 64, has served as the president of Cherry Creek Wealth Management since November 2013 and from January 2010 to October 2013 was the owner of Cambridge Financial Services, an accounting, tax preparation and wealth management services firm. Prior to this position, Mr. Staves was a senior wealth advisor for Wells Fargo Wealth Management Group from April 2008 to December 2009. Mr. Staves has held various positions with Arthur Anderson from 1971 to 1976, including Tax Manager. Subsequently, Mr. Staves founded a Certified Public Accounting firm and provided accounting services to companies on a consulting basis. Mr. Staves served as the chief financial officer of Armstrong, Hirsch & Levine, an entertainment law firm, for three years and also previously served as the controller and chief financial officer of DIC Entertainment. Mr. Staves received his Bachelor of Arts from California State University and is a Certified Public Accountant. Mr. Staves is a Personal Financial Specialist (PFS), as designated by the American Institute of Certified Public Accounts (AICPA) and holds Series 7, 63 and 65 securities licenses. Mr. Staves has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Staves and any other person pursuant to which he was appointed as an officer of the Company. Jeanene Morgan resigned from her position as chief financial officer of the Company, effective March 7, 2014. Ms. Morgan did not resign due to any disagreement with the Company or its management regarding any matters relating to the Company's operations, policies or practices. About Genius Brands San Diego, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands incurred a net loss of $2.06 million in 2012 following a net loss of $1.37 million in 2011. As of Sept. 30, 2013, the Company had $1.55 million in total assets, $4.96 million in total liabilities and a $3.41 million total stockholders' deficit. GLOBAL AVIATION: Unit Wins Dismissal of "Gilbert" Suit ------------------------------------------------------ District Judge Kiyo A. Matsumoto granted the defendants' request to dismiss a labor suit styled, JOHN Q. GILBERT, Plaintiff, v. NORTH AMERICAN AIRLINES, MARTIN WAX, LORRAINE DIMARCO, and ERIC CHANG, Defendants, No. 12-CV-523 (KAM)(JMA) (E.D.N.Y., February 3, 2012). John Gilbert commenced this action against North American Airlines, a unit of Global Aviation Holdings, Inc.; Martin Wax, NAA's Vice President of Technical Operations; Lorraine Dimarco, NAA's Director of Maintenance; and Eric Chang, NAA's Director of Human Resources, pursuant to the Age Discrimination and Employment Act, 29 U.S.C. Sec. 621. Plaintiff alleges that the defendants engaged in a pattern of purposeful harassment and discrimination, resulting in a hostile environment and the discriminatory termination of plaintiff's employment due to his age. Defendants now move to dismiss plaintiff's claims pursuant to Federal Rule of Civil Procedure 12(b)(6). A copy of the Court's March 26, 2014 Memorandum and Order is available at http://is.gd/Ry5g9mfrom Leagle.com. About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- the parent company of North American Airlines and World Airways, sought Chapter 11 bankruptcy protection on Nov. 12, 2013. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. The parent of World Airways Inc. and North American Airlines Inc. implemented a prior Chapter 11 reorganization in February 2013. The new case is In re Global Aviation Holdings Inc., 13-12945, U.S. Bankruptcy Court, District of Delaware (Wilmington). The prior case was In re Global Aviation Holdings Inc., 12-bk-40783, U.S. Bankruptcy Court, Eastern District New York (Brooklyn). Peachtree City, Georgia-based Global blamed the new bankruptcy on decreased flying for the government that reduced revenue for the first nine months of this year to $354 million from $486 million in the same period of 2012. The 2013 petition shows assets and debt both exceeding $500 million. In the first bankruptcy, Global listed $589.8 million in assets and debt of $493.2 million. In the 2013 case, the Debtors are represented by Kourtney Lyda, Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware. The first lien agent is represented by Michael L. Tuchin, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. Wells Fargo Bank, National Association, agent to the second lienholders and third lienholders, is represented by Mildred Quinones-Holmes, Esq., at Thompson Hines LLP, in New York. GLYECO INC: Joshua Lander Stake at 8.2% as of March 5 ----------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Joshua Landes and his affiliates disclosed that as of March 5, 2014, they beneficially owned 4,091,989 shares of common stock of GlyEco, Inc., representing 8.2 percent of the shares outstanding. The reporting persons previously owned 3,375,000 shares at Sept. 30, 2013. A copy of the regulatory filing is available for free at http://is.gd/b1kREZ About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. Glyeco disclosed a net loss of $1.86 million on $1.26 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $592,171 on $824,289 of net sales for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $15.55 million in total assets, $2.39 million in total liabilities, $1.17 million in redeemable series AA convertible preferred stock and $11.98 million total stockholders' equity. Jorgensen & Co., in Lehi, UT, 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 not yet achieved profitable operations and is dependent on its ability to raise capital from stockholders or other sources and other factors to sustain operations. These factors, among other matters, raise substantial doubt that the Company will be able to continue as a going concern. GREEKTOWN HOLDINGS: Did Not Receive Approval to Amend Indenture --------------------------------------------------------------- Greektown Holdings, L.L.C., did not receive the required consents to amend the indenture governing outstanding 13 percent Senior Secured Notes due 2015 issued by the Company and Greektown Mothership Corporation prior to the consent payment deadline of 5:00 p.m., New York City time, on March 10, 2014. The consents were solicited from holders of Notes in connection with the consent solicitation and tender offer commenced by the Issuers on Feb. 25, 2014. On March 14, 2014, the Company will accept the Notes validly tendered and not validly withdrawn on or prior to the Consent Payment Deadline, subject to the satisfaction of the conditions. The tender offer is scheduled to expire at 11:59 PM, New York City time, on March 24, 2014, unless extended. Holders who validly tender and do not validly withdraw their Notes after the Consent Payment Deadline but on or prior to the Expiration Date will receive, if those Notes are accepted for purchase pursuant to the tender offer, the tender offer consideration of $101,375 per $100,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date, but will not receive the consent payment that those holders would have received if they had tendered Notes prior to the Consent Payment Deadline. Notes that are tendered after the Consent Payment Deadline may be withdrawn at any time prior to the Expiration Date but not thereafter, except to the extent that the Company is required by law to provide additional withdrawal rights. Subject to the terms and conditions, payment of the tender offer consideration will occur promptly following the initial date upon which tendered Notes are accepted for payment, which with respect to those Notes tendered prior to the Consent Payment Deadline is expected to occur on or about March 14, 2014, or, for Notes tendered after the Consent Payment Deadline and prior to the Expiration Date, promptly following the Expiration Date. The consummation of the tender offer is conditioned upon, among other things, the Company having sufficient funds to pay the total consideration for validly tendered Notes from the proceeds of newly issued debt of the Issuers. That financing is subject to the approval of the Michigan Gaming Control Board. If any of the conditions to the tender offer are not satisfied, the Company may terminate the tender offer and return tendered Notes. The Company has the right to waive any of the foregoing conditions with respect to the Notes and to consummate the tender offer. In addition, the Company has the right, in its sole discretion, to terminate the tender offer at any time, subject to applicable law. On March 14, 2014, the expected payment date for the Notes tendered prior to the Consent Payment Deadline, the Issuers intend to issue a notice of redemption to holders of Notes then outstanding and to redeem all those Notes in accordance with the indenture governing those Notes. The Issuers will simultaneously deposit funds with Wilmington Trust, National Association, successor by merger to Wilmington Trust FSB, as trustee under the Indenture, sufficient to redeem all such Notes. Immediately after those funds are deposited with the Trustee, the Indenture will be discharged and the collateral securing those Notes may be released pursuant to the terms of the Indenture. Jefferies LLC will continue to act as Dealer Manager and Solicitation Agent for the tender offer for the Notes. Questions regarding the tender offer may be directed to Jefferies LLC at (888) 708-5831 (toll-free) or (203) 363-8273 (collect). Ipreo LLC will continue to act as the Information Agent and Depositary for the tender offer. Requests for the Offer to Purchase may be directed to Ipreo LLC at (212) 849-3880 (for brokers and banks) or (888) 593-9546 (for all others). Deregisters Securities Greektown Holdings filed a post-effective amendment to deregister certain securities originally registered pursuant to the Registration Statement on Form S-8, filed with the U.S. Securities and Exchange Commission on Aug. 16, 2011, by the Company's predecessor, Greektown Superholdings, Inc., with respect to 125,000 shares of the predecessor's Series A-1 Common Stock, par value $0.01 per share, registered for issuance under the predecessor's Stock Incentive Plan. On Dec. 19, 2013, with the approval of the Michigan Gaming Control Board and the predecessor's board of directors, the predecessor filed a Certificate of Amendment to its Restated Certificate of Incorporation, with the Secretary of State of the State of Delaware, to effect a 1-for-104,501 reverse stock split of the predecessor's Series A-1 Common Stock. Upon the effectiveness of the Reverse Stock Split on Dec. 19, 2013, only one share of Series A-1 Common Stock remained outstanding, and that share was owned by Athens Acquisition LLC. The predecessor then merged with and into the Company. No new shares of Series A-1 Common Stock may be issued under the Plan. The Registration Statement will not remain in effect. About Greektown Casino Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world- class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). The Debtors hired Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, as their bankruptcy counsel; Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, as their special counsel; Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors tapped Clark Hill PLC as its counsel. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. On June 1, 2009, the Debtors filed a proposed Chapter 11 Plan of Reorganization. On Dec. 7, 2009, certain noteholder entities, the Official Committee of Unsecured Creditors of the Debtors, and Deutsche Bank Trust Company Americas, as indenture trustee, proposed their own plan of reorganization for the Debtors. On Jan. 22, 2010, the Bankruptcy Court entered an order confirming the Noteholder Plan. The Plan was declared effective on June 30, 2010, after Greektown Casino Hotel obtained unanimous approval from the Michigan Gaming Control Board on June 28 of the transfer of the Company's ownership from the Sault Ste. Marie Tribe of Chippewa Indian to new investors. * * * As reported by the TCR on Feb. 28, 2014, Standard & Poor's Ratings Services assigned Detroit-based gaming operator Greektown Holdings LLC its 'B-' corporate credit rating. The 'B-' corporate credit rating reflects S&P's assessment of Greektown's business risk profile as "vulnerable" and its assessment of the company's financial risk profile as "highly leveraged," according to S&P's criteria. GREEN POWER: Wash. Judge Dismissed Chapter 11 Case -------------------------------------------------- Kristi Pihl, writing for Tri-City Herald, reported that U.S. Bankruptcy Court Judge Timothy Dore dismissed Green Power Inc.'s bankruptcy case Friday. The U.S. trustee assigned to biofuel company Green Power's bankruptcy case (Bankr. E.D. Wash. Case No. 14-11274) had asked a bankruptcy judge in Seattle, Wash., to dismiss the case, citing the company's lack of an attorney and insurance. The company also failed to file all the information needed for a Chapter 11 bankruptcy. The report noted that Judith Calhoun, the company's acting CEO, sought bankruptcy protection to give her time to sell Green Power. Green Power disclosed in court papers it has $10 million in assets, including a partially built plant in Pasco, while 14 creditors said the company owes them $30.5 million. Most of those creditors have already filed separate lawsuits in an attempt to get paid or money is owed to the federal, state or local governments, the report said. According to the report, the rejection of the bankruptcy case will allow the Port of Pasco to move forward with attempts to evict the company from the Big Pasco Industrial Park, said Randy Hayden, port executive director. The eviction case in Franklin County Superior Court had been put on hold because of the bankruptcy. Franklin County also will finally be able to finish a $58,700 auction of some of Green Power's equipment and tools to pay unpaid personal property taxes. The report also said Andrew Hicks, deputy Franklin County treasurer, said they will notify Pacific Steel & Recycling of Kennewick that it has five days to pay the county, and then Hicks said they will schedule a time for the company to pick up what it bought. HASHFAST TECHNOLOGIES: Firm Obtains TRO to Freeze Bitcoin Wallets ----------------------------------------------------------------- Deans & Lyons LLP on March 28 disclosed that a Tarrant County district judge entered a temporary restraining order against HashFast Technologies, LLC and HashFast, LLC, enjoining certain activities related to its Bitcoin wallets. The TRO, entered on March 27, 2014, was obtained in connection with a lawsuit filed by Cypher Enterprises, a company based in Southlake, Texas. In the lawsuit, Cypher Enterprises claims it ordered -- and paid for -- Bitcoin mining computers and related hardware developed by HashFast. The complaint alleges HashFast promised the hardware would be delivered by a certain date, and when that date came and went without delivery, Cypher Enterprises cancelled its orders. Having paid for a majority of the orders themselves in Bitcoins, Cypher Enterprises then demanded HashFast issue its refund as paid, but HashFast failed to reply and, to date, has not issued a refund of any kind. On its website, HashFast claims to be "an industry leader in Bitcoin mining technology" and "the company to watch in Bitcoin mining, a standard-bearer for quality and innovation." "Outside of the Mt. Gox bankruptcy proceedings, I'm not aware of any other Texas courts which have entered a restraining order like this," says Cypher Enterprises' lawyer, Robert Bogdanowicz. "It speaks to the legitimacy of cryptocurrencies and a growing understanding of their value and importance to businesses." A copy of the lawsuit is available at http://is.gd/VTNS7d A copy of the TRO is available at http://is.gd/iDTB3q HAWKER BEECHCRAFT: Judge Gives $2.3B Whistleblower Suit New Life ---------------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that a federal judge in New York has revived a $2.3 billion whistleblower lawsuit aimed at Hawker Beechcraft Corp., reversing a bankruptcy court decision that blocked litigation over allegedly defective parts used in planes sold to the U.S. government. According to the Journal, Judge P. Kevin Castel said former employees of a Hawker Beechcraft subcontractor should get a chance to press their federal False Claims Act case against the manufacturer of military aircraft, which filed for Chapter 11 bankruptcy protection in May 2012, emerged in 2013, and was sold to Textron Inc. just weeks ago. Originally filed in federal court in Kansas and transferred to the bankruptcy court, the suit alleges that Hawker used wing parts improperly manufactured by a subcontractor, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported. The suit claims the U.S. government was damaged $763 million by purchasing 347 King Air and T-6A aircraft with the defective parts, Mr. Rochelle said. The decision restores the right of Beechcraft whistleblowers to argue in bankruptcy court that they are entitled to attempt to collect damages on behalf of the government for the alleged fraud, despite the confirmed Chapter 11 bankruptcy exit plan, the Journal related. Such damages may fit through a loophole that exempts some debts from being extinguished in bankruptcy, the judge said, "because they plainly allege fraud by the debtor and associated entities in government contracting." Textron spokesman David Sylvestre said, "It is Textron's policy to provide no comment on active legal cases," the Journal cited. In the past, Hawker Beechcraft denied liability and said the whistleblower lawsuit is a routine matter that deserved to be erased in bankruptcy, the Journal recalled. If the whistleblowers ultimately prevail, it could mean a full trial on a case Beechcraft thought it had escaped when it won confirmation of its Chapter 11 plan last year. Mr. Rochelle pointed out that Judge Castel admitted that asserting a "significant non-dischargeable claim late in the reorganization process, even after a plan is confirmed, could render uncertainty to any restructuring efforts." Still, he said, "the statute is as it is written," Mr. Rochelle related. Judge Castel remanded the case to U.S. Bankruptcy Judge Stuart Bernstein for further proceedings, Mr. Rochelle said. As a result, it's not immediately clear whether the plaintiffs have a right at this juncture to appeal to the U.S. Court of Appeals, Mr. Rochelle added. If there is doubt, they can ask Judge Castel to declare they should be given an immediate appeal, the Bloomberg columnist said. Mr. Rochelle pointed out that Judge Castel's opinion has practical implications for companies that may be subject to whistle-blower claims under the False Claims Act. Somehow, they need to obtain a ruling on whether there is a valid claim before emerging from bankruptcy, Mr. Rochelle noted. The appeal is U.S. v. Hawker Beechcraft Corp. (In re Hawker Beechcraft Corp.), 13-mc-00373, U.S. District Court, Southern District New York (Manhattan). About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. The Committee's financial advisor is FTI Consulting, Inc. On June 30, 2012, Hawker filed its Plan, which proposed to eliminate $2.5 billion in debt and $125 million of annual cash interest expense. The plan would give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. In July 2012, Hawker disclosed it was in exclusive talks with China's Superior Aviation Beijing Co. for the purchase of Hawker's corporate jet and propeller plane operations out of bankruptcy for $1.79 billion. In October 2012, Hawker unveiled that those talks have collapsed amid concerns a deal with Superior wouldn't pass muster with a U.S. government panel and other cross-cultural complications. Sources told The Wall Street Journal that Superior encountered difficulties separating Hawker's defense business from those units in a way that would make both sides comfortable the deal would get U.S. government clearance. The sources told WSJ the defense operations were integrated in various ways with Hawker's civilian businesses, especially the propeller plane unit, in ways that proved difficult to untangle. Thereafter, Hawker said it intends to emerge from bankruptcy as an independent company. On Oct. 29, 2012, Hawker filed a modified reorganization plan and disclosure materials. Hawker said the plan was supported by the official creditors' committee and by a "substantial majority" of holders of the senior credit and a majority of holders of senior notes. Hawker said it will either sell or close the jet-manufacturing business. The revised plan still offers 81.9% of the new stock in return for $921 million of the $1.83 billion owing on the senior credit. Unsecured creditors are to receive the remaining 18.9% of the new stock. Holders of the senior credit will receive 86% of the new stock. The senior credit holders are projected to have a 43.1% recovery from the plan. General unsecured creditors' recovery is a projected 5.7% to 6.3%. The recovery by holders of $510 million in senior notes is predicted to be 9.2% to 10%. Beechcraft Corp., formerly Hawker Beechcraft, on Feb. 19, 2013, disclosed that it has formally emerged from the Chapter 11 process as a new company well-positioned to compete vigorously in the worldwide business aviation, special mission, trainer and light attack markets. The company's Joint Plan of Reorganization was approved by the Bankruptcy Court on Feb. 1, and became effective on Feb. 15. HOMEBANC MORTGAGE: Dist. Court Rules in Bear Stearns Dispute ------------------------------------------------------------ George L. Miller, Chapter 7 Trustee for the Estate of HomeBanc Corp., Appellant, v. Bear Stearns & Co., Inc., Bear Stearns International Ltd., and Strategic Mortgage Opportunities REIT Inc., Appellees, ADV. No. 07-51740 (KJC), Civil Action No. 13- 1064-RGA (D. Del.), appeals the Bankruptcy Court's January 18, 2013 order granting partial summary judgment in favor of Bear Stearns et al. The dispute arises in connection with Bear's auction of securities owned by HomeBanc, which Bear contends were held subject to zero purchase price repo agreements. Between October 2005 and August 2007, Bear lent money to HomeBanc in a number of repo transactions made pursuant to a Global Master Repurchase Agreement ("GMRA"). Each individual transaction made pursuant to the GMRA was accompanied by a confirmation which identified the purchase date, the purchase price, the repurchase date, and the pricing rate. Between 2005 and 2007 HomeBanc obtained approximately $200 million from Bear through numerous repo transactions. This litigation involves nine securities, which Bear obtained in three sets of transactions that took place in June 2006, June 2007, and July 2007. Each of the securities was transferred to Bear along with other securities, and the confirmation corresponding to each of the securities showed a purchase price of zero and open repurchase dates. HomeBanc's repos became due on August 7, 2007, at which point Bear offered to extend the repos if HomeBanc reduced its outstanding debt by making a payment of approximately $27 million. HomeBanc did not make the payment. On August 9, 2007, Bear issued formal notices of default. That night, HomeBanc filed chapter 11 bankruptcy petitions. The bankruptcy was later converted to a chapter 7 proceeding. On the morning of Aug. 10, 2007, Bear distributed auction solicitations, also known as bid lists, for the securities on repo under the GMRA, including the nine disputed securities. The bid lists were sent to approximately 200 investors, with bids due on Aug. 14, 2007. In addition to soliciting outside bids, the Bear repo finance desk also solicited bids from the Bear mortgage trading desk. To ensure that Bear affiliates were not at an advantage, any bid from an affiliate was required to be submitted 30 minutes prior to the close of the auction. The repo finance desk received only two bids, an all or nothing bid of $60.5 million from the Bear mortgage trading desk, and a bid of $2.19 million by Tricadia Capital for two individual securities, neither of which is among the nine at issue in this appeal. The securities were sold to the Bear mortgage trading desk. The Bankruptcy Court held that the zero purchase price repo transactions were repurchase agreements under a "bucket theory." The Bankruptcy Court also held that even though individual transactions might have a purchase price of zero, other transactions under the GMRA with purchase prices greater than zero provided consideration to satisfy the "transfer of funds" requirement of the Bankruptcy Code. The Bankruptcy Court further held that even if the zero purchase price repo transactions did not qualify under Sec. 101(47)(A)(i), they qualified under Sec. 101(47)(A)(v), the catchall provision. The catchall provision defines a subclass of agreements which also qualify as repurchase agreements. The Bankruptcy Court also held "that the Securities at Issue, even if not outright repos, clearly are credit enhancements related to [the] GMRA, generally, and the June 2006 Transactions and June 2007 Transactions, specifically. Therefore, the Securities at Issue fall within the plain language of [the catchall provision] and are repurchase agreements under the Bankruptcy Code." After establishing that the zero purchase price repo transactions were repurchase agreements under the Bankruptcy Code, the Bankruptcy Court held that Bear's exercise of its contractual rights to sell the disputed securities was entitled to the safe harbor protection of Sec. 559 of the Bankruptcy Code. The Bankruptcy Court then considered whether Bear's auction of the disputed securities complied with the terms of the GMRA and was conducted in good faith. Because the GMRA gave discretion to the non-defaulting party, the Bankruptcy Court concluded that the only real question was whether there was a disputed issue that the auction had been conducted in good faith, which involved consideration of the timing and manner of the auction in light of the prevailing market conditions. The Bankruptcy Court held that there was no disputed fact that the auction was conducted in good faith and in accordance with industry practice, and granted summary judgment for Bear. HomeBanc contends that the Bankruptcy Court erred (1) in concluding as a matter of law that the disputed securities were repurchase agreements under the Bankruptcy Code, (2) in applying a subjective rationality standard to the GMRA's netting provisions, and (3) in concluding that the sale of the disputed securities was not irrational or in bad faith. In a March 27 Memorandum Opinion available at http://is.gd/49TeX2 from Leagle.com, District Judge Richard G. Andrews affirmed the Bankruptcy Court's order, except in regard to the grant of summary judgment on the issue of whether the auction complied with the GMRA. William J. Burnett, Esq., at Plaster Greenberg, P.C., Wilmington, DE; Steven M. Coren, Esq., at Kaufman, Coren & Ress, P.C., Philadelphia, PA; Howard J. Kaufman, Esq., at Kaufman, Coren & Ress, P.C., Philadelphia, PA; and Andrew J. Belli, Esq., at Kaufman, Coren & Ress, P.C., Philadelphia, PA, argue for the Appellant. Karen S. Owens, Esq., at Ashby & Geddes, P.A., Wilmington, DE; Andrew W. Stem, Esq., at Sidley Austin LLP, New York, NY; and James O. Heyworth, Esq., at Sidley Austin LLP, argue for the Appellees. About HomeBanc Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation -- http://www.homebanc.com/-- was a mortgage banking company focused on originating primarily prime purchase money residential mortgage loans in the Southeast United States. HomeBanc Mortgage together with five affiliates filed for chapter 11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079 through 07-11084). Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor was selected by the Debtors to represent them in these cases. The Official Committee of Unsecured Creditors selected the firm Otterbourg, Steindler, Houston and Rosen, P.C. as its counsel. The Debtors' financial condition as of June 30, 2007, showed total assets of $5.1 billion and total liabilities of $4.9 billion. HomeBanc filed a joint consolidated liquidating plan and accompanying disclosure statement, dated April 30, 2008, but failed to obtain confirmation of that plan. HomeBanc subsequently moved for conversion of its cases to Chapter 7, which was granted by the Court, effective Feb. 24, 2009. HOMEBANC MORTGAGE: "McLean" Wrongful Foreclosure Suit Dismissed --------------------------------------------------------------- Chief District Judge Julie E. Carnes in Atlanta granted the defendants' Motion to Dismiss a wrongful foreclosure suit, ERIN DIANE McLEAN, Plaintiff, v. HOMEBANC MORTGAGE CORPORATION, EMC MORTGAGE CORPORATION, CITIBANK, N.A., as trustee for Bear Stearns ARM Trust 2006-04, JPMORGAN CHASE BANK, N.A., and JOHN DOES 1-5, Defendants, Civil Case No. 1:13-cv-01051-JEC (N.D. Ga.). The Court denied Plaintiff's request to amend the complaint. A copy of the Court's March 25, 2014 Order and Opinion is available at http://is.gd/tZ4BEofrom Leagle.com. About HomeBanc Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation -- http://www.homebanc.com/-- was a mortgage banking company focused on originating primarily prime purchase money residential mortgage loans in the Southeast United States. HomeBanc Mortgage together with five affiliates filed for chapter 11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079 through 07-11084). Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor was selected by the Debtors to represent them in these cases. The Official Committee of Unsecured Creditors selected the firm Otterbourg, Steindler, Houston and Rosen, P.C. as its counsel. The Debtors' financial condition as of June 30, 2007, showed total assets of $5.1 billion and total liabilities of $4.9 billion. HomeBanc filed a joint consolidated liquidating plan and accompanying disclosure statement, dated April 30, 2008, but failed to obtain confirmation of that plan. HomeBanc subsequently moved for conversion of its cases to Chapter 7, which was granted by the Court, effective Feb. 24, 2009. HOT DOG ON A STICK: Can Employ Friedman Law Group as Attorney ------------------------------------------------------------- HDOS Enterprises sought and obtained permission from the U.S. Bankruptcy Court for the Central District of California to employ Friedman Law Group P.C. as its attorney. The Debtor tells the Court that it requires the advice and assistance of the firm in connection with the case and administration of its Chapter 11 estate. Among other things, the firm is expected to: a) advise the Debtor concerning its rights and remedies in connection with the estate's assets and the claims of creditors; b) assist and advise the Debtor in the preparation of its schedules, statements, list and other disclosure documents; c) examine witnesses, claimants or adverse parties as the case may require; d) prepare and assist in the preparation of reports, accounts, applications, motions and orders; and e) assist the Debtor in the formulation, preparation and execution of a program to maximize the value of the assets of the estate. The Debtor says it paid the firm a retainer fee of $150,000, of which $31,000 was applied to the petition date to defray fees and costs and fees incurred before the case was commenced. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of the Bankruptcy Code. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-12028, Bankr. C.D. Cal.) on Feb. 3, 2014. The case is assigned to Judge Neil W. Bason. The petition was signed by Dan Smith, president and CEO. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com -- and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at FRIEDMAN LAW GROUP, P.C., in Los Angeles, California. The Law Offices of Brian H. Cole is the Debtor's as special counsel. A&G Realty Partner LLC is the Debtor's real estate consultant. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HOT DOG ON A STICK: Brian Cole Approved as Special Counsel ---------------------------------------------------------- HDOS Enterprises sought and obtained permission from the Hon. Neil W. Bason of the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Brian H. Cole as special counsel, effective Feb. 3, 2014. Mr. Cole will assist the Debtor and its other professionals in analyzing issues relating to compliance with applicable franchise laws and regulations in the various states and foreign countries in which the Debtor operates or considers operating pursuant to franchise agreements, and to assist the Debtor in complying with those laws and regulations, as appropriate during the case. Mr. Cole will be paid $410 per hour. Counsel will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Cole assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-12028, Bankr. C.D. Cal.) on Feb. 3, 2014. The case is assigned to Judge Neil W. Bason. The petition was signed by Dan Smith, president and CEO. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com -- and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at FRIEDMAN LAW GROUP, P.C., in Los Angeles, California. The Law Offices of Brian H. Cole is the Debtor's as special counsel. A&G Realty Partner LLC is the Debtor's real estate consultant. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HOT DOG ON A STICK: Court Approves A&G as Real Estate Consultant ---------------------------------------------------------------- HDOS Enterprises sought and obtained permission from the U.S. Bankruptcy Court for the Central District of California for permission to employ A&G Realty Partner LLC as its real estate consultant. The firm will assist the Debtor in analyzing the remaining unexpired commercial leases to which the Debtor was a party at the time the case was commenced. The firm will negotiate with certain of the Debtor's landlords regarding the terms of the assumption of certain of the leases. The Debtor tells the Court that, for each successful renegotiation of the monetary terms of any leases, it will pay the firm a consultant's fee of $1,000 plus 7.5% of occupancy cost savings for the remainder of the current term of the leases and any term extension and option term exercised as part of the lease renegotiation. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of the Bankruptcy Code. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-12028, Bankr. C.D. Cal.) on Feb. 3, 2014. The case is assigned to Judge Neil W. Bason. The petition was signed by Dan Smith, president and CEO. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com -- and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at FRIEDMAN LAW GROUP, P.C., in Los Angeles, California. The Law Offices of Brian H. Cole is the Debtor's as special counsel. A&G Realty Partner LLC is the Debtor's real estate consultant. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HOT DOG ON A STICK: Panel Can Tap Pachulski Stang as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of HDOS Enterprises sought and obtained permission from the U.S. Bankruptcy Court for the Central District of California to retain Pachulski Stang Ziehl & Jones LLP as counsel to the Committee, nunc pro tunc to Feb. 20, 2014. The Committee requires Pachulski Stang to: (a) assist, advise and represent the Committee in its consultations with the Debtor regarding the administration of the case; (b) assist, advise and represent the Committee in analyzing the Debtor's assets and liabilities, participating in and reviewing any proposed asset sales, any asset dispositions, and financing arrangements or proceedings; (c) assist, advise and represent the Committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; Pachulski Stang will be paid at these hourly rates: Jeffrey N. Pomerantz $875 Jeffrey W. Dulberg $695 Paralegal $295 Pachulski Stang will also be reimbursed for reasonable out-of- pocket expenses incurred. Jeffrey W. Dulberg, Esq., partner of Pachulski Stang, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-12028, Bankr. C.D. Cal.) on Feb. 3, 2014. The case is assigned to Judge Neil W. Bason. The petition was signed by Dan Smith, president and CEO. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com -- and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at FRIEDMAN LAW GROUP, P.C., in Los Angeles, California. The Law Offices of Brian H. Cole is the Debtor's as special counsel. A&G Realty Partner LLC is the Debtor's real estate consultant. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HOUSTON REGIONAL: Files Schedules of Assets and Liabilities ----------------------------------------------------------- Houston Regional Sports Network LP filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, its schedules of assets and liabilities disclosing $17,082,681 in total assets and $131,121,698 in total debts. The Debtor said it has $1,500 cash on hand, $15,961 in an account with Wells Fargo Bank and $7,827,079 in an account with The Bank of New York Mellon. The Debtor has a total of $8,579,241 in accounts receivable and $658,950 in prepared expenses, such as rent and insurance. Houston SportsNet Finance, LLC, holds a $100 million secured claim against the Debtor. Harris County Appraisal District also holds secured claims in unknown amounts for 2013 taxes. Unpaid wages, salaries and commissions, which are deemed unsecured priority claims, total $238,010. Unsecured non-priority claims total $30,883,687. Full-text copies of the Schedules are available for free at: http://bankrupt.com/misc/HOUSTONREGIONALsal0318.pdf About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. HOVNANIAN ENTERPRISES: To Issue Add'l 6.4MM Shares Under Plan ------------------------------------------------------------- Hovnanian Enterprises, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register 6,450,000 shares of Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, issuable under the 2012 Hovnanian Enterprises, Inc. Amended and Restated Stock Incentive Plan. The proposed maximum aggregate offering price is $31.66 million. On March 11, 2014, at the annual meeting of stockholders of Hovnanian Enterprises, the Company's stockholders approved the 2012 Hovnanian Enterprises, Inc. Amended and Restated Stock Incentive Plan which increased the number of shares of the Company's common stock, par value $0.01 per share, that may be issued under the 2012 Amended and Restated Plan by 6,450,000 Shares from the 5,000,000 Shares which were previously authorized for issuance under the 2012 Hovnanian Enterprises, Inc. Stock Incentive Plan. A copy of the Form S-8 registration statement is available at: http://is.gd/QHzHZ6 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. IDERA PHARMACEUTICALS: Incurs $18.2 Million Loss in 2013 -------------------------------------------------------- Idera Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $18.22 million on $47,000 of alliance revenue for the year ended Dec. 31, 2013, as compared with a net loss of $19.24 million on $51,000 of alliance revenue in 2012. The Company incurred a net loss of $23.77 million in 2011. As of Dec. 31, 2013, the Company had $36.86 million in total assets, $4.41 million in total liabilities and $32.45 million in total stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/pPK3xN About Idera Pharmaceuticals Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. In the auditors' report on the consolidated financial statements for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston, Mass., expressed substantial doubt about Idera's ability to continue as a going concern, citing recurring losses and negative cash flows from operations and the necessity to raise additional capital or alternative means of financial support, or both, prior to Dec. 31, 2013, in order to continue to fund its operations. IMAGEWARE SYSTEMS: Increases "Goldman" Note to $3.5 Million ----------------------------------------------------------- ImageWare Systems, Inc., and Neal I. Goldman, a director of the Company, entered into an amendment to the convertible promissory note, previously issued by the Company to Mr. Goldman on March 27, 2013, under which the Company may request advances from the Holder. As of March 13, 2014, the Company has not requested, nor has it received any advances under the Note. The Amendment: (i) increases the principal amount of the Note from $2.5 million to $3.5 million; (ii) modifies the definition of Qualified Financing to mean a debt or equity financing resulting in gross proceeds to the Company of at least $3.5 million; and (iii) permits the Holder to elect to convert up to $2.5 million outstanding principal, plus any accrued but unpaid interest under the Note, into shares of the Company's common stock, par value $0.001 per share, for $0.95 per share, and any remaining outstanding principal and accrued but unpaid interest into shares of Common Stock for $2.25 per share. As additional consideration for entering into the Amendment, the Company issued to Mr. Goldman a warrant to purchase 177,778 shares of Common Stock for $2.25 per share. The Warrant will expire on March 27, 2015, the maturity date of the Note. About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $8.05 million. Imageware Systems incurred a net loss of $10.19 million in 2012, following a net loss of $3.18 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $8.57 million in total assets, $4.72 million in total liabilities and $3.85 million in total shareholders' equity. INFUSYSTEM HOLDINGS: To Reimburse CEO $95,000 for Expenses ---------------------------------------------------------- The Compensation Committee of the Board of Directors approved and authorized Infusystem Holdings, Inc., to reimburse Eric K. Steen, the Company's chief executive officer, up to an additional $75,000 for relocation expenses, representing a total reimbursement right of up to $95,000. As previously disclosed by the Company in March 2013, Mr. Steen was entitled to be reimbursed up to $20,000 for his reasonable relocation expenses. Additionally, the Compensation Committee approved Mr. Steen's 2013 annual performance bonus pursuant to the Employment Agreement. The Compensation Committee considered various performance factors and goals achieved by Mr. Steen, including the achievement of revenue and Adjusted EBITDA targets, as well as Mr. Steen's contributions to the Company's organizational culture, leadership team, strategies and growth. The Compensation Committee authorized the payment of a cash bonus to Mr. Steen in the amount of $147,656. The Compensation Committee also authorized a grant to Mr. Steen of the option to purchase 60,000 shares of the Company's common stock, par value $0.0001 per share, at an exercise price of $3.00 per share. The option vests in equal monthly installments over a three-year period, expires after five years and is otherwise exercisable in accordance with the Company's 2007 Stock Incentive Plan. About InfuSystem Holdings InfuSystem Holdings, Inc., operates through operating subsidiaries, including InfuSystem, Inc., and First Biomedical, Inc. InfuSystem provides infusion pumps and related services. InfuSystem provides services to hospitals, oncology practices and facilities and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada. Infusystem Holdings disclosed a net loss of $1.48 million in 2012, a net loss of $45.44 million in 2011 and a net loss of $1.85 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $76.39 million in total assets, $34.77 million in total liabilities and $41.62 million in total stockholders' equity. INTELLICELL BIOSCIENCES: Inks $2.1 Million SPA with YA Global ------------------------------------------------------------- Intellicell Biosciences, Inc., on March 11, 2014, entered into a securities purchase agreement to issue and sell a secured convertible debenture to YA Global Investments, L.P., in the principal amount of $2,100,000. In addition to the Debenture, the Company also agreed to issue a warrant to the Investor entitling the Investor to purchase up to 400,000,000 shares of the Company's common stock, par value $0.0001 per share at an exercise price of $0.005 per share. The Debenture will mature on or before March 11, 2015, and will accrue interest at an annual rate equal to 7.5 percent. That interest will be paid on the Maturity Date in cash or, in shares of Common Stock in accordance with the terms of the Debenture at the applicable Conversion Price. A copy of the SPA is available for free at: http://is.gd/sV9KgB About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. Intellicell disclosed a net loss of $4.15 million on $534,942 of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $32.83 million on $99,192 of revenues during the prior year. The Company's balance sheet at June 30, 2013, showed $3.70 million in total assets, $10.57 million in total liabilities and a $6.86 million total stockholders' deficit. Rosen Seymour Shapss Martin & Company LLP stated in their report that the Company's financial statements for the fiscal years ended Dec. 31, 2012, and 2011, were prepared assuming that the Company would continue as a going concern. The Company's ability to continue as a going concern is an issue raised as a result of the Company's recurring losses from operations and its net capital deficiency. The Company continues to experience net operating losses. The Company's ability to continue as a going concern is subject to its ability to generate a profit. INTELLICELL BIOSCIENCES: Grants Trademark Licenses to AREF ---------------------------------------------------------- Intellicell Biosciences, Inc., executed a laboratory services and license agreement, effective March 7, 2014, with The Andrews Research and Education Foundation, Inc., pursuant to which the Company agreed to grant certain technology and trademark licenses to AREF. The term of the License Agreement will be for a period of three years commencing on March 7, 2014, and will automatically renew for subsequent periods of three years unless either party to the License Agreement provides notice of its intention not to renew at least 90 days prior to the expiration of any three year term. Subject to the terms and conditions of the License Agreement, the Company agreed to grant AREF a non-exclusive (except for the Pensacola, Florida area and a surrounding radius of 150 miles), non-assignable, non-transferrable, non-sublicensable license to market the use of and practice the Technology (as that term is defined in the License Agreement) at AREF's premises for restricted purposes as provided in the License Agreement. The Company also agreed to grant AREF a non-exclusive, non-assignable, non-sublicensable, license to the Trademarks. Furthermore, the Company reserved the perpetual worldwide right to license and use the Patent, Trademarks and the Technology licensed under the License Agreement for any purpose. Except for when performed for research purposes, AREF will pay to the Company a fee equal to $2,500 per Tissue Processing (as that term is defined in the License Agreement) case processed. The parties to the License Agreement have mutually agreed not to disclose any Confidential Information (as that term is defined in the License Agreement), whether verbal or written, conveyed to them prior to, during or subsequent to the term of the License Agreement. A copy of the License Agreement is available for free at: http://is.gd/izhOY3 Consulting Agreement On March 11, 2014, the Company executed a Consulting Agreement with Dr. James Andrews, effective March 7, 2014, pursuant to which Dr. Andrews will serve as Chairman of the Intellicell Orthopedic Cellular Therapy Advisory Board. The initial term of the Agreement will be for a period of 10 years unless extended as provided in the Agreement or unless terminated by either party with 30 days advance written notice to the other party. In consideration for Consultant's services, the Consultant will be paid a monthly fee and make a monthly charitable contribution to the Andrews Foundation after the Company closes a Capital Raise, and the amount of such monthly fee and monthly charitable contribution will be determined based on the amount raised in the Capital Raise. Furthermore, commencing on March 1, 2014, and ending on May 1, 2017, on each of March 1, June 1, October 1 and January 1 during such period, the Company will issue and the Consultant will be entitled to receive non-qualified stock options to purchase a number of shares of the Company's common stock equal to 750,000 divided by the average of the closing bid price per share of such common stock for the 10 trading days immediately prior to the date of issuance, subject to certain adjustments as set forth in the Consulting Agreement. A copy of the Consulting Agreement is available for free at: http://is.gd/MfQrIe About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. Intellicell disclosed a net loss of $4.15 million on $534,942 of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $32.83 million on $99,192 of revenues during the prior year. The Company's balance sheet at June 30, 2013, showed $3.70 million in total assets, $10.57 million in total liabilities and a $6.86 million total stockholders' deficit. Rosen Seymour Shapss Martin & Company LLP stated in their report that the Company's financial statements for the fiscal years ended Dec. 31, 2012, and 2011, were prepared assuming that the Company would continue as a going concern. The Company's ability to continue as a going concern is an issue raised as a result of the Company's recurring losses from operations and its net capital deficiency. The Company continues to experience net operating losses. The Company's ability to continue as a going concern is subject to its ability to generate a profit. ISC8 INC: Issues $762,500 of Convertible Notes ---------------------------------------------- ISC8 Inc., on March 6, 2014 and March 12, 2014, received executed Note Purchase Agreements from certain accredited investors resulting in the issuance of senior subordinated secured convertible promissory notes in the aggregate principal amount of $762,500. Per the terms of the Purchase Agreements, the Notes were issued with an original issue discount of 33.5 percent. However, the OID will decrease to 25 percent in the event Notes in the aggregate principal amount of $1 million have not been purchased within 14 days from Feb. 25, 2014. The Notes accrue interest at a rate of 12 percent per annum and mature on July 31, 2014. Additionally, in the event the Company consummates a debt or equity financing resulting in gross proceeds of at least $4 million, the then outstanding principal balance of the Notes, plus all accrued but unpaid interest, will convert into the securities issued in connection with the Qualified Financing. The Company may issue additional Notes, up to $6 million in the aggregate, of which up to $1.5 million may be issued in exchange for the cancellation of certain currently issued promissory notes, which Old Notes are currently due and payable. About ISC8 Inc. Costa Mesa, California-based ISC8 Inc. is engaged in the design, development, manufacture and sale of a family of security products, consisting of cyber security solutions for commercial and U.S. government applications, secure memory products, some of which utilize technologies that the Company has pioneered for three-dimensional ("3-D") stacking of semiconductors, systems in a package ("Systems in a Package" or "SIP"), and anti-tamper systems. The Company reported a net loss of $28.02 million on $501,000 of revenues in fiscal year ended Sept. 30, 2013, compared with a net loss of $19.7 million in fiscal year ended Sept 30, 2012. As of Dec. 31, 2013, the Company had $3.81 million in total assets, $10.22 million in total liabilities and a $6.41 million total stockholders' deficit. Squar, Milner, Peterson, Miranda & Williamson, LLP, in their audit report on the consolidated financial statements for the year ended Sept. 30, 2013, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has negative working capital of $29.7 million and a stockholders' deficit of $55.5 million. IVANHOE RANCH: April 10 Hearing on Essel's Bid for Stay Relief -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California -- according to minutes for the hearing held March 13, 2014 -- continued until April 10, 2014, at 10:00 a.m., the hearing to consider Essel Enterprises LLC's motion for relief from the automatic stay with respect to Ivanhoe Ranch Partners LLC's real properties located in El Cajon, California. As reported by the Troubled Company Reporter on March 5, 2014, Essel Enterprises argued that its interest in the properties is not "adequately protected" and that the Debtor has no equity in those properties. The Debtor objected to Essel Enterprises' request. On March 6, Elizabeth A. French, Esq., at Green Bryant & French, LLP, on behalf of Essel Enterprises, in its response to the Debtor's objection, stated that the Debtor's statement that Essel's interest in the property is adequately protected lacked foundation and speculative. About Ivanhoe Ranch Partners LLC Based in El Cajon, California, Ivanhoe Ranch Partners LLC aka Ivanhoe Development Corp. filed for Chapter 11 bankruptcy case (Bankr. S.D. Cal. Case No. 13-09397) on Sept. 23, 2013. Judge Laura S. Taylor presides over the Debtor's bankruptcy case. Kenneth C. Hoyt, Esq., at Hoyt Law Firm, represents the Debtor as counsel. The Debtor estimated assets between $10 million and $50 million and debts between $1 million and $10 million. JOHN WADE BELL: Order Denying Banks' Stay Relief Bid Reversed ------------------------------------------------------------- District Judge Irene C. Berge reversed an order of the U.S. Bankruptcy Court for the Southern District of West Virginia denying R.B.S. Inc. (RBS) and United Bank, Inc.'s Motion to Lift Stay in the bankruptcy case styled, In re: John Wade Bell and Ann Tate Bell. On Aug. 8, 2013, the Bankruptcy Court issued an Order Converting Case to a Chapter 11 Reorganization Case; Relieving Chapter 7 Trustee; Setting Meeting of Creditors; Setting Deadline to File Proofs of Claim; Directing Debtor(s) to File Required Pleadings; and Directing Debtor(s) to Pay Conversion Fee. The case before the District Court is, RBS, INC. and UNITED BANK, INC., Appellants, v. JOHN WADE BELL and ANN TATE BELL, Appellees, Civil Action No. 5:13-cv-27240 (Bankr. S.D. W.Va.). A copy of Judge Berge's March 26, 2014 Memorandum Opinion and Order is available at http://is.gd/8wcbpPfrom Leagle.com. KATE SPADE: Moody's Affirms B2 CFR & Revises Outlook to Positive ---------------------------------------------------------------- Moody's Investors Service affirmed Kate Spade & Company B2 Corporate Family Rating and revised the rating outlook to positive from stable. Moody's also assigned a B2 (LGD 4, 52%) rating to the company's proposed $400 million senior secured term loan B due 2021. Moody's also upgraded the company's Speculative Grade Liquidity rating to SGL-1 from SGL-2. "The revision in the rating outlook to positive reflects Moody's expectations that Kate Spade can sustain strong positive revenue trends for the Kate Spade family of brands" said Moody's Vice President Scott Tuhy. He added "Continued solid trends in revenues should lead to improved earnings performance and further improvement in credit metrics for the company". The positive rating outlook considers the meaningful improvement in Kate Spade's liquidity following the conclusion of sale of its Juicy Couture and Lucky Brand Jeans businesses and the early termination of a lease on a property on Fifth Avenue in New York City. The upgrade in the Speculative Grade Liquidity rating primarily reflects the company's higher cash balances following recent divestitures and Moody's expectations the company will maintain meaningfully positive cash balances at all times, even after consideration of investments in growth initiatives and outflows of cash associated with restructuring costs following the divestiture of Juicy Couture and Lucky Brand Jeans. The B2 rating assigned to the proposed $400 million term loan due 2021 reflects its first lien on the Kate Spade trademarks and a second lien on the collateral securing the proposed $200 million asset based revolver. Proceeds from the new senior secured term loan will be used to redeem the company's existing $372 million senior secured notes due 2019 and to pay estimated fees and expenses associated with the tender. Moody's anticipates that it will withdraw the B2 rating assigned to the senior secured notes upon conclusion of the tender offer. Moody's views the refinancing as a credit positive, as it will lower the company's cash interest costs and lengthen its debt maturity profile. The following ratings were affirmed: Kate Spade & Company Corporate Family Rating at B2 Probability of Default Rating at B2-PD $372 million senior secured notes due 2019 at B2 (LGD 4, 55%) (*) (*)expected to be withdrawn following tender for these notes. The following rating was assigned: $400 million senior secured term loan due 2021 at B2 (LGD 4, 52%) The following rating was upgraded: Speculative Grade Liquidity rating to SGL-1 from SGL-2 Ratings Rationale Kate Spade's B2 Corporate Family Rating reflects the company's still high leverage with pro-forma 2013 debt/EBITDA in the high five times range. The rating also reflects concentration risk on the Kate Spade brand and its high (though falling) reliance on the handbag and small leather goods for a sizable portion of overall revenues. The rating considers the strong growth of this brand over the past few years as it has expanded into new product categories as well as expanding distribution in international markets and our view that there remain credible organic growth opportunities for the company over time. The company's very good liquidity profile, with cash balances of $130 million as of its most recent year end and access to a substantially undrawn asset based revolver are also a key underpinning of its ratings. The positive rating outlook reflects our expectation that the company can make continued progress improving credit metrics over the next 12 to 18 months, primarily as it delivers solid revenue growth. Moody's also expect the company to make continued progress broadening its product portfolio and the international reach of its brands which is considered a positive. Moody's also expect the company to conclude the wind down and corporate restructuring following the recent divestitures of Lucky Brand and Juicy Couture in line with its current expectations for these matters. Ratings could be upgraded if the company can continue to improve revenues at a faster pace than the overall market indicating that it is gaining share, while maintaining its high EBITDA margins. Quantitatively ratings could be upgraded if debt/EBITDA approached 5 times and interest coverage approached 2 times while maintaining a good overall liquidity profile. Ratings could be downgraded if the company's revenue growth were to stall and operating margins were to decline indicating the brand was losing resonance with its core customer. Quantitatively ratings could be downgraded if debt/EBITDA was sustained above 6 times or interest coverage fell below 1.25 times. The rating outlook could be stabilized if the company were unable to meaningfully improve performance beyond recent levels such that debt/EBITDA was expected to be sustained in the mid five times range. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in New York, NY, Kate Spade & Company owns the Kate Spade family of brands including kate spade new york, Kate Spade Saturday and Jack Spade. In addition, the Adelington Design Group, a private brand jewelry design and development group, markets brands through department stores and serves JC Penney via exclusive supplier agreements for the Liz Claiborne and Monet jewelry lines. Fiscal 2013 revenues from continuing businesses exceed $800 million. LAKES REGION DONUTS: Farmington Donuts May Proceed With Eviction ---------------------------------------------------------------- Farmington Donuts, LLC, sought and obtained relief from the automatic stay to enforce a writ of possession and evict Lakes Region Donuts, LLC, under New Hampshire law. Prepetition, the Debtor, operator of a Honey Dew Donut franchise, defaulted under the terms of a lease between the parties by failing to pay rent. Farmington initiated a possessory action against the Debtor under state law, and a writ of possession issued. Prior to the Debtor vacating the property, the Debtor filed bankruptcy. According to Bankruptcy Judge Bruce A. Harwood, the Lease terminated -- within the meaning of Sections 541(b)(2), 362(b)(10), and 365(c)(3) -- under state law before the Debtor filed its chapter 11 bankruptcy petition on July 19, 2013. Therefore any interest of the Debtor as lessee under the Lease did not become part of the Debtor's bankruptcy estate, and the automatic stay does not prohibit any act by Farmington to obtain possession of the property. In addition, the Debtor has no ability to assume the Lease as it was terminated under applicable nonbankruptcy law prior to the order for relief. Accordingly, the Court will grant the Motion, to the extent necessary, so that Farmington may conclude the process of evicting the Debtor from its property. Farmington filed an eviction action in state court in the 7th Circuit District Division - Rochester, seeking possession of the property and monetary damages. The Circuit Court issued a Writ of Possession on June 11, 2013. On the morning of July 19, 2013, a Strafford County deputy sheriff served the Writ of Possession on the Debtor's manager. The Strafford County Sheriff's Office has a practice of serving a writ of possession and allowing the tenant 48 hours to voluntarily vacate the premises before being forcibly evicted. Hours after the deputy sheriff served the Writ of Possession, the Debtor filed a petition (Bankr. D. N.H. Case No. 13-11823-BAH) for chapter 11 relief. Brian Barrington, Esq., at The Coolidge Law Firm, PLLC, Somersworth, New Hampshire, represents the Debtor. Patrick O. Collins, Esq., at Hoefle, Phoenix, Gormley & Roberts, P.A., in Portsmouth, New Hampshire, argues for Farmington Donuts. A copy of the Court's March 27, 2014 Memorandum Opinion is available at http://is.gd/2z0Lh9from Leagle.com. LDK SOLAR: Confirms Offshore Restructuring Arrangements ------------------------------------------------------- LDK Solar Co., Ltd. in provisional liquidation on March 28 disclosed that, subsequent to the Grand Court of the Cayman Islands appointment of Tammy Fu and Eleanor Fisher, both partners of Zolfo Cooper (Cayman) Limited, as joint provisional liquidators ("JPLs") for the Company on February 27, 2014, LDK Solar, working together with the JPLs, has engaged in extensive negotiations with its offshore creditors with a view toward reaching agreement on the terms of an offshore restructuring. As of the date of this announcement, the Company has received: The execution of both the Senior Notes RSA and the Preferred Obligations RSA and the commitment to the Interim Financing represent a significant step for the Company in its efforts to restructure its offshore obligations, although the entry by the Company into the Senior Notes RSA, the Preferred Obligations RSA and the Interim Financing is subject to the sanction of the Cayman Court, currently expected to be on or around April 2, 2014 at a scheduled hearing. Subject to the sanction of the Cayman Court, the Company, while acknowledging the mutual conditionality of the treatment accorded to the holders of the Preferred Obligations and the holders of the Senior Notes as contemplated in the Restructuring Transactions, has undertaken to notify the holders if the Company determines that it will not be able to achieve the approval by either or both groups of holders of a scheme of arrangement for the Restructuring Transactions in the Cayman Islands as required by the Cayman law. Upon such notice, holders of the Preferred Obligations and/or holders of the Senior Notes will each have a right to terminate the Senior Notes RSA and the Preferred Obligations RSA, as the case may be. Restructuring Financing In order to finance the Restructuring Transactions, and subject to the approval of the JPLs and the sanction of the Cayman Court, the Company intends to raise: As committed by HRX and based upon the most recent projections, the amounts contemplated under the Interim Financing will generate sufficient liquidity for the Company to cover the period from its initial date of funding until the Cayman Court approves a scheme of arrangement proposed by the JPLs and the approval and/or recognition by courts of other relevant jurisdictions. The Exit Financing is intended to refinance the Interim Financing and to fund the cash component of the restructuring consideration and any working capital required by the Company post-restructuring. Existing Equity and Dilution The existing ordinary equity will continue to exist post- restructuring as contemplated in the Senior Notes RSA and the Preferred Obligations RSA. The Restructuring Transactions will cause significant dilution to the existing equityholders of the Company as a result of the issuances of equity securities and convertible securities of the Company. Although it is highly unlikely that the following assumptions may materialize in the fashion described below or at all, solely for illustrative purposes with respect to the dilution effects on the existing equityholders, it is assumed: The Company has not yet formulated or negotiated the terms for the Exit Financing. To the extent any equity-linked derivative instruments are used in the Exit Financing, it may further dilute the shareholding structure of the existing shareholders at the relevant time as may be contemplated in the Exit Financing documentation. Neither has the presentation included the consideration of any anti-dilution provisions that may be in existence with any of the Company's securities. A summary of the principal terms of the offshore restructuring transactions as contemplated in the Senior Notes RSA and the Preferred Obligations RSA is available for free at: http://is.gd/V6ZURg 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. LDK SOLAR: NYSE to Delist American Depositary Shares ---------------------------------------------------- Michael Calia, writing for The Wall Street Journal, reported that the New York Stock Exchange said it would delist American depositary shares of LDK Solar Co., immediately suspending their trading. According to the report, the NYSE said it has determined that LDK is no longer suitable for listing on the exchange because of "abnormally low" price indications for the ADSs, which traded under $1 last week. The move comes after the exchange said that it would continue to review LDK's listing status following the company's announcement of a restructuring and financing agreement, the report related. The China-based producer of solar wafers, which has been struggling with a hefty debt load, had said it had approval from the majority of the holders of its shares and debt to back its restructuring efforts with liquidators in the Cayman Islands, the report further related. The NYSE cited the uncertainty of the timing and outcome of the liquidation process, as well as its ultimate impact on shareholders, as one of its reasons for deciding to delist the company, the report said. 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. LIGHTSQUARED INC: Falcone Tried to Shut Dish Chair Out of Plan -------------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that Philip Falcone said he constantly tried to squeeze Dish Network Corp. Chairman Charlie Ergen out of LightSquared's restructuring plans, believing Mr. Ergen should never have been allowed to buy the wireless venture's debt in the first place. According to the report, testifying at a hearing over whether LightSquared's $2.65 billion reorganization proposal should be approved, Mr. Falcone was read his own emails referring to "jamming Charlie" out of LightSquared's capital structure. In another email exchange, he and an investor discussed offering Mr. Ergen a settlement for less than his claims in the case, with a suggestion that "we go for the jugular" if it wasn't accepted. "I didn't think Charlie should be there to begin with," Mr. Falcone said when questioned by a Dish lawyer in a New York bankruptcy court, the report related. Mr. Falcone runs the Harbinger Capital Partners hedge fund firm, which owns a majority of LightSquared's equity. The Dish lawyer, James C. Dugan, read an email Mr. Falcone sent to a reporter about a previous LightSquared proposal that treated all parties in the case well "except Ergen. He got stuffed," the report further related. Later, Mr. Falcone's own lawyer asked questions about the final outcome of the restructuring negotiations and whether Harbinger got everything it wanted, the report said. Mr. Falcone said, "Absolutely not." Harbinger wouldn't have a board seat in a reorganized LightSquared, and its 80% equity stake in the company would drop dramatically. Harbinger would maintain about a 30% equity stake in the reorganized company, but on Monday, Mr. Falcone said that number could grow to as much as 45% if Harbinger contributes more money in the financing package. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LKQ CORP: Increased Bank Debt No Impact on Moody's Ba2 CFR ---------------------------------------------------------- Moody's Investors Service said LKQ Corporation's announcement that it has increased its senior secured credit facility to $2.3 billion from $1.8 billion is a credit positive as it enhances the company's liquidity profile. The development does not affect the company's ratings, including the Corporate Family Rating (CFR) at Ba2, senior unsecured rating at Ba3, Speculative Grade Liquidity Rating at SGL-2, and the positive rating outlook. The last rating action for LKQ was on April 29, 2013 when the rating outlook was changed to positive and the Corporate Family Rating was affirmed at Ba2. The principal methodologies used in rating LKQ were the Global Automotive Supplier Industry published in May 2013, and the Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website. LKQ Corporation, headquartered in Chicago, Illinois, is North America's largest provider of alternative collision parts, and a leading provider of recycled and remanufactured mechanical parts including engines and transmissions, all in connection with the repair of automobiles and other vehicles. LKQ is also a leading distributor and marketer of specialty aftermarket equipment and accessories in North America. LKQ is the largest distributor of mechanical and collision alternative parts in the United Kingdom, and the largest distributor of mechanical parts in the Netherlands. LKQ also has operations in Taiwan, Belgium and France. LKQ operates more than 570 facilities, offering its customers a broad range of replacement systems, components, equipment, and parts to repair and accessorize automobiles, trucks, recreational and performance vehicles. Revenues in 2013 were approximately $5.1 billion. LUCID INC: Incurs $5.5 Million Net Loss in 2013 ----------------------------------------------- Lucid, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $5.47 million on $3.34 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $9.82 million on $2.43 million of revenues in 2012. As of Dec. 31, 2013, the Company had $2.40 million in total assets, $14.90 million in total liabilities and a $12.49 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations, deficit in equity, and projected need to raise additional capital to fund operations raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "As of December 31, 2013, we had approximately $12.0 million of outstanding debt. We cannot be sure that our future working capital or cash flows, combined with any funds resulting from our current fund raising efforts, will be sufficient to meet our debt obligations and commitments. Any failure by us to repay such debt in accordance with its terms or to renegotiate and extend such terms would have a negative impact on our business and financial condition, and may result in legal claims by our creditors. In addition, the existence of our outstanding debt many hinder or prevent us from raising new equity or debt financing. Our ability to make scheduled payments on our debt as they become due will depend on our future performance and our ability to implement our business strategy successfully. Failure to pay our interest expense or make our principal payments would result in a default. A default, if not waived, could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may be forced to sell or liquidate assets, obtain additional equity capital or refinance or restructure all or a portion of our outstanding debt on terms that may be less favorable to us. In the event that we are unable to do so, we may be left without sufficient liquidity and we may not be able to repay our debt and the lenders may be able to foreclose on our assets or force us into bankruptcy proceedings or involuntary receivership," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/s2N7xx About Lucid Inc. Rochester, N.Y.-based Lucid, Inc., is a medical device company that designs, manufactures and sells non-invasive cellular imaging devices enabling physicians to image and diagnose skin disease in real time without an invasive or surgical biopsy. MARTIFER SOLAR: Armory Consulting Approved as Financial Advisor --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Martifer Solar USA, Inc., and Martifer Aurora Solar, LLC, to employ Armory Consulting Co. as financial advisor effective as of the Petition Date. As reported in the Troubled Company Reporter on March 6, 2014, Armory Consulting will: (a) assist with the scope of services described in paragraph 1 of the Original Agreement, as applicable; (b) assist with developing a plan of reorganization or liquidation; (c) manage and oversee asset sales, if any; (d) manage Debtors' reporting requirements pertaining to the Bankruptcy Court and the U.S. Trustee's office; (e) serve as a liaison with Debtors' creditors or their representatives; (f) provide testimony before the Bankruptcy Court on matters within Armory's expertise and consistent with Armory's scope of services herein; (g) oversee analysis of creditors' claims; (h) assist in the evaluation and analysis of avoidable actions, Including fraudulent transfers and preferential transfers; (i) provide guidance in developing and updating of cash flow budgets; (j) evaluate the possible rejection of any executory contracts And unexpired leases; and (k) assist in such matters as may be mutually agreed upon in writing between Debtors and Armory. Armory Consulting will be paid at these hourly rates: James Wong, Principal $375 Senior Consultants $185 Armory Consulting will also be reimbursed for reasonable out-of- pocket expenses incurred. Prior to the Petition Date, the Debtors provided Armory with a retainer in the amount of $7,500 per month, as payment for the Debtors' prepetition services. A total of $22,500 in fees for three months of services rendered, and $517.43 in reimbursable expenses was deemed earned and applied to prepetition fees and expenses incurred by Armory. There is no balance of any unearned retainers James Wong, principal of Armory Consulting, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Martifer Solar Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014. Martifer Solar USA, which is based in Los Angeles, California, estimated $10 million to $50 million in assets and liabilities. Bankruptcy Judge August B. Landis oversees the case. The Debtors tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel, and Armory Consulting Co. as restructuring and financial advisor. The Debtors tapped Foley Hoag LLP as special Massachusetts litigation counsel with respect to a pending litigation relating to EPG Solar, LLC; and Foley & Lardner LLP as special solar counsel. Cathay Bank, a prepetition lender, is represented by Michael Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph L. Howard, Esq., at Kolesar & Leatham. Martifer Solar Inc., the proposed DIP Lender, and ultimate parent of the Debtors, is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc. Tracy Hope Davis, the U.S. Trustee for Region 17, appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP; and Zachariah Larson, Esq., at Larzon & Zirzow LLC. MARTIFER SOLAR: Defends Bid to Hire FTI Consulting -------------------------------------------------- Martifer Solar USA, Inc., and Martifer Aurora Solar, LLC, asked the Bankruptcy Court to deny the opposition of the U.S. Trustee to the Debtors' request to employ FTI Consulting, Inc. The Debtors are seeking to employ FTI to provide the services of (i) Michael Tucker, senior managing director of FTI to serve as chief restructuring officer, and (ii) certain other personnel of FTI as temporary employees. The Debtors related that at the request of the U.S. Trustee, they revised the motion an hour after the opposition was filed. Notably, as a result of the revisions in the amended motion, the Official Committee of Unsecured Creditors filed a statement in support of the employment of FTI Consulting. The Committee, in its statement, said that among the revisions, the amended motion provides that FTI's transaction fee is now to be approved by the Court at the conclusion of the case on a reasonableness standard, instead of being approved through a motion itself. The Debtors filed its amended motion on March 18, requesting for approval to employ FTI Consulting. The Debtors said Mr. Tucker and the temporary employees will assist the Debtors in evaluating strategic alternatives; communicating with the Debtors' stakeholders, and providing business plan analysis and liquidation analysis for the purpose of preparing a plan of reorganization and disclosure statement to maximize value for the estates. Pursuant to the engagement contract, services other than the transaction management services rendered by the CRO and other FTI Professional who are temporary employees will be billed at 75% of their respective hourly rates. The hourly rates are: Senior Managing Directors $675 - $895 Directors/Manging Directors $500 - $745 Consultants/Senior Consultants $280 - $530 Administrative/Paraprofessionals $115 - $230 FTI will be limited to a payment cap of $300,000 in total during the first three months of its employment -- with the cap increasing by $100,000 each month period thereafter. To the best of the Debtors' knowledge, FTI is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A copy of the amended motion is available for free at: http://bankrupt.com/misc/MARTIFERSOLAR_fti_amended.pdf The Original Motion The engagement agreement provides that the services of Mr. Tucker as the CRO and hourly temporary employees may include, but are not limited to: * coordinating efforts to facilitate the Debtors' restructuring and transaction efforts; * assisting in the preparation of information and analysis necessary for the confirmation of a plan in the chapter 11 proceedings; * assisting in the preparation and analysis of proposed business plans and the business and financial condition of the Debtors including liquidity needs to achieve the business plan; The temporary employees will be entitled to a success fee in the amount of $275,000 if the Debtors restructure via a confirmed Plan of Reorganization or consummate a sale (or sales) of a majority of its assets within the first three months of its employment with the success fee increasing by $75,000 if between the end of months three and four plus $50,000 if between the end of months four and five and an additional $25,000 per month thereafter. In addition, during the term of the engagement regardless of whether the party or parties were identified by FTI, for each and every transaction completed by FTI, the Debtors will pay FTI in cash at each closing a fee of 3% of the aggregate value of each transaction, subject to a minimum aggregate fee of $400,000 with 50 percent of any monthly, non-refundable fees paid for the financial advisory services credited against any transaction fee. Other Objections On March 7, Candace C. Carlyon, Esq., at Carlyon Law Group, PLLC, on behalf of Roland Kiser and Klaus Bernhart, the responsible officers of the Debtor, expressed concerns with regard to the employment of FTI Consulting. The officers have requested that the DIP Lender verify that it will fund amounts due to FTI in addition to amounts required pursuant to the approved cash collateral budget. About Martifer Solar Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014. Martifer Solar USA, which is based in Los Angeles, California, estimated $10 million to $50 million in assets and liabilities. Bankruptcy Judge August B. Landis oversees the case. The Debtors tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel, and Armory Consulting Co. as restructuring and financial advisor. The Debtors tapped Foley Hoag LLP as special Massachusetts litigation counsel with respect to a pending litigation relating to EPG Solar, LLC; and Foley & Lardner LLP as special solar counsel. Cathay Bank, a prepetition lender, is represented by Michael Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph L. Howard, Esq., at Kolesar & Leatham. Martifer Solar Inc., the proposed DIP Lender, and ultimate parent of the Debtors, is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc. Tracy Hope Davis, the U.S. Trustee for Region 17, appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP; and Zachariah Larson, Esq., at Larzon & Zirzow LLC. MARTIFER SOLAR: Foley Hoag Approved as Mass. Litigation Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Martifer Solar USA, Inc., to employ Foley Hoag LLP as special Massachusetts litigation counsel nunc pro tunc to the Petition Date with respect to a pending litigation relating to EPG Solar, LLC. As reported in the Troubled Company Reporter on March 6, 2014, the Debtor wants Foley Hoag to represent it in connection with instituting actions to preserve the liens on the Projects and representation in any other matters that may arise from or relate to the EPG Litigation, including any claims, counterclaims or third party claims of the Debtor. Foley Hoag may also assist the Debtor and its reorganization counsel, Fox Rothschild LLP, with examining and potentially negotiating the claims against the estate related to the EPG Litigation. Foley Hoag will be paid at these hourly rates: Jeff Follett, Partner $660 Catherine Deneke, Associate $510 Theresa Roosevelt, Associate $350 Margaret McKane, Senior Paralegal $285 Partners in the Boston Office range $560-$975 Associates $350-$565 Paralegals $200-$285 Foley Hoag will also be reimbursed for reasonable out-of-pocket expenses incurred. Given that Foley Hoag represented the Debtor prepetition, the firm received payments in the ordinary course of its representation. Within 90 days of the Petition Date, Foley Hoag received payments from a third party on behalf of the Debtor and Martifer Solar, SA as follows: (a) $20,247.81 on Dec. 31, 2013; and (b) $34,414.49 on Jan. 14, 2014. Foley Hoag has a claim against the Debtor and Martifer Solar, SA for unpaid fees and expenses incurred prior to the Petition Date in the amount of $57,225.17. Foley Hoag is currently holding a $10,000 retainer paid by or on behalf of the Debtor and Martifer Solar, SA more than 90 days before the Petition Date. Jeffery S. Follett, partner of Foley Hoag, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Martifer Solar Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014. Martifer Solar USA, which is based in Los Angeles, California, estimated $10 million to $50 million in assets and liabilities. Bankruptcy Judge August B. Landis oversees the case. The Debtors tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel, and Armory Consulting Co. as restructuring and financial advisor. The Debtors tapped Foley Hoag LLP as special Massachusetts litigation counsel with respect to a pending litigation relating to EPG Solar, LLC; and Foley & Lardner LLP as special solar counsel. Cathay Bank, a prepetition lender, is represented by Michael Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph L. Howard, Esq., at Kolesar & Leatham. Martifer Solar Inc., the proposed DIP Lender, and ultimate parent of the Debtors, is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc. Tracy Hope Davis, the U.S. Trustee for Region 17, appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP; and Zachariah Larson, Esq., at Larzon & Zirzow LLC. MARTIFER SOLAR: Shea Labagh Dobberstein Approved as Accountants --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada, according to Martifer Solar USA, Inc. and Martifer Aurora Solar, LLC's case docket, authorized the employment of Shea Labagh Dobberstein as accountants, nunc pro tunc to Jan. 21, 2014. AS reported in the Troubled Company Reporter on March 11, 2014, Shea Labagh is expected to render all necessary accounting services to the Debtors that may be required to timely prepare and file the Debtors' federal tax returns, and other accounting services as necessary. Shea Labagh's anticipates that the fees to timely prepare and file the Debtors' federal tax returns will range from $12,500 to $17,500 in the aggregate. Shea Labagh will be paid at these hourly rates: Edward T. Hanley, Jr., Tax Principal $385 David R. Melone, Tax Principal $385 Ken Yang, Tax Senior $200 Ferliana Hioe, Tax Senior $200 Alex McQuigg, Tax Staff $140 Lisa Lubag, Manager, Financial Oversight $215 Donna Hong, Staff, Financial Oversight $140 Shea Labagh will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtors propose that Shea Labagh be permitted to submit, and the Debtors be permitted to pay to Shea Labagh, interim billings for services performed as work progresses and expenses are incurred, without further Court order. To the extent the billings exceed the amount of $50,000, the Debtors will seek Court approval before making payment in excess of such maximum amount. Shea Labagh disclosed receiving payments in the ordinary course of its representation. Within 90 days of the Petition Date, Shea Labagh received payment from the Debtors in the amount of $19,812.21. Shea Labagh waived $14,248.61 in unpaid fees incurred prior to the Petition Date. David R. Melone, tax principal of Shea Labagh, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Martifer Solar Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014. Martifer Solar USA, which is based in Los Angeles, California, estimated $10 million to $50 million in assets and liabilities. Bankruptcy Judge August B. Landis oversees the case. The Debtors tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, in Las Vegas, as counsel, and Armory Consulting Co. as restructuring and financial advisor. The Debtors tapped Foley Hoag LLP as special Massachusetts litigation counsel with respect to a pending litigation relating to EPG Solar, LLC; and Foley & Lardner LLP as special solar counsel. Cathay Bank, a prepetition lender, is represented by Michael Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph L. Howard, Esq., at Kolesar & Leatham. Martifer Solar Inc., the proposed DIP Lender, and ultimate parent of the Debtors, is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc. Tracy Hope Davis, the U.S. Trustee for Region 17, appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP; and Zachariah Larson, Esq., at Larzon & Zirzow LLC. MARY JULIA HOOK: Court Dismisses Tax Refund Suit ------------------------------------------------ Chief District Judge Marcia S. Krieger in Colorado adopted the Recommendation of the Magistrate Judge granting dismissal of the tax refund case, DAVID L. SMITH; and M. JULIA HOOK, Plaintiffs, v. UNITED STATES OF AMERICA, Defendant, Civil Action No. 13-cv-01156- MSK-KLM (D. Colo.). In their complaint, the Plaintiffs seek: (1) a credit and/or refund "of almost $1,000,000 ($946,500 by [the Plaintiffs'] calculation) for payment/overpayment of taxes, penalties and interest for tax years 1992-1996 and 2001-2006;" (2) abatement of penalties and tax interest for tax years 1992-1996 and 2001-2006; (3) "[t]he actual, direct economic damages sustained by Smith and/or Hook which, but for the failure of the United States to release the federal tax liens, would not have been sustained," (4) the release of all federal tax liens; (5) the return of all levied/seized property; (6) the release of the continuing levy on Mr. Smith's social security payments; (7) an order quieting title to all real and personal property owned by the Plaintiffs; and (8) interests, costs, attorney fees, and any other just relief. The government moves to dismiss the Plaintiffs' claims for lack of subject matter jurisdiction and failure to state a claim under Fed. R. Civ. P. 12(b)(1) and 12(b)(6). The Plaintiffs are married, but have been separated since 1998. Ms. Hook had separately filed a Chapter 11 bankruptcy action in 2008. In re Mary Julia Hook, Case No. 08-11271-SBB (Bankr. D. Colo. 2008). Her 2006 tax liability was addressed as part of the bankruptcy proceeding. A copy of the Court's March 28, 2014 Opinion and Order Adopting Recommendation on Motion to Dismiss is available at http://is.gd/fPrwBsfrom Leagle.com. MDC PARTNERS: Moody's Rates $75MM Note 'B3' & Affirms 'B2' CFR -------------------------------------------------------------- Moody's Investors Service affirms the existing B3 rating on MDC Partners Inc.'s (MDC) senior unsecured note due April 2020 post the $75 million add on and affirmed the existing Corporate Family Rating (CFR) at B2. The outlook remains stable. The $75 million add on is expected to be used for potential acquisitions, deferred acquisitions payments or general corporate purposes. The add-on note will be the sixth add on or upsize of debt since the company issued debt in October 2009. Earnings from new acquisitions are expected to offset the impact of higher debt levels which will result in debt leverage remaining at 6.6x including Moody's standard adjustments. Additional acquisitions are expected to increase the amount of deferred acquisition payments due in future years that Moody's includes as debt in our leverage calculation. Rating Summary: Issuer: MDC Partners Inc. $735 million Senior Unsecured Note due 2020 affirmed at B3 (LGD changes to LGD4-60 from LGD4 -61%) Corporate Family Rating B2 affirmed Probability of Default Rating B2-PD affirmed Speculative Grade Liquidity Rating affirmed SGL-3 Outlook, remains stable Ratings Rationale The B2 Corporate Family Rating (CFR) reflects MDC's high leverage level pro-forma for the proposed transaction (6.6x as of Q4 2013 including Moody's standard adjustments and including deferred acquisition consideration and minority interest puts as debt), and the company's sensitivity to consumer spending that leads to above average risk. An important consideration in the rating is the aggressive financial policy of the company that leads to frequent debt issuance. The company has pursued an aggressive acquisition policy which leads to upfront cash payments in addition to deferred acquisition payments that has limited its liquidity profile. In addition to acquisitions, the company has executed a large stock buyback in 2013 and has frequently raised its dividend payment and targets returning 25% of company defined free cash flow to shareholders. Moody's anticipate the aggressive financial policy to continue which will limit the company's ability to deleverage its balance sheet and positions the company poorly to withstand a period of pronounced advertising spending declines or company underperformance due to the loss of key clients. The rating also reflects the small size of the company with lower EBITDA margins compared to its key competitors, although EBITDA margins have improved significantly in 2013. The ratings receive strength from strong organic revenue and EBITDA growth, a focus on digital advertising, and a more diversified revenue stream which has reduced dependence on any one client or industry. The company also benefits from good performance at some of its partner agencies that have won several industry awards and produced high profile ad campaigns. While the acquisitions have limited its liquidity position over the years and raised debt levels, the additional businesses have also diversified the business model and allowed the company to offer an increased range of services that create the opportunity to cross sell services to existing clients. The liquidity position is adequate as indicated by its SGL-3 rating. The company has $102 million in cash and a $225 million revolving credit facility due 2018 (with approximately $220 million available) as of Q4 2013. Reoccurring acquisition consideration payments and minority equity put rights which effectively act as short term debt, limit its liquidity position. The total deferred acquisition consideration is $154 million, with the current portion of $53 million and a long term portion of $101 million as of Q4 2013 (new acquisitions are anticipated to increase the amounts in the near term). The put rights balance is estimated at $18 million. An additional amount of $131 million is potentially putable to the company upon termination of the employee or upon death. While the deferred acquisition payments are believed to be success based, improved performance can increase the amount of near term required payments. The contingent payment balance decrease by $42 million in 2013 due to $120 million in payments made during the year, although that was offset from updated estimates of existing performance based obligations. The company has benefited from working capital improvements from its acquisition of media companies, but reliance on this source for liquidity could be problematic in an economic downturn. The revolving credit facility is subject to a senior leverage ratio, total leverage ratio, fixed charges ratio, and minimum EBITDA test of $105 million (as defined by the credit agreement). The company currently has a substantial cushion of compliance against all four covenants. The outlook is stable reflecting our expectation for leverage to decrease to the low 6xs level as revenue grows in the mid single digits. However, a material deterioration in ad spending due to an economic downturn or poor operational performance that impacted earnings would put pressure on the current rating levels. Given the downgrade in June 2012, the addition of $80 million in long term debt in December 2012 and $235 million in additional debt in 2013, a positive rating action is not expected in the near future. Positive rating pressure could develop if leverage declines to less than 4x (including Moody's adjustments) on a sustained basis, acquisition consideration payments and put rights decline materially, free cash flow as a percentage of debt improves to over 10%, and the company maintains a good liquidity position with a less aggressive financial policy. The rating would be downgraded if the company is unable to grow EBITDA so that leverage is below 6.5x (including Moody's adjustments) by the end of 2014 or if the company increased debt levels so that leverage remained above 6.5x. Failure to maintain an adequate liquidity profile after acquisition consideration payments, minority interest puts, interest expense and dividend payments would also lead to negative rating pressure. The principal methodology used in this rating was the Global Broadcast and Advertising Related Industries published in May 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MDC Partners Inc. (MDC) is a marketing communications and consulting services holding company that provides advertising, interactive marketing, direct marketing, database and customer relationship management, sales promotion, corporate communications, market research, corporate identity, design and branding and other related services. Crispin Porter + Bogusky and kirshenbaum bond senecal + partners are MDC's two largest agencies. Revenue for the full year ended December 2013 was $1.1 billion. MILESTONE SCIENTIFIC: Reports $1.5 Million 2013 Net Income ---------------------------------------------------------- Milestone Scientific Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $1.46 million on $10.01 million of net product sales for the year ended Dec. 31, 2013, as compared with a net loss of $870,306 on $8.64 million of net product sales in 2012. The Company's balance sheet at Dec. 31, 2013, showed $8.05 million in total assets, $2.53 million in total liabilities, all current, and $5.51 million in total stockholders' equity. As of Dec. 31, 2013, Milestone had cash and cash equivalents of $1,147,198 and a working capital of $2,344,135. Baker Tilly Virchow Krause, LLP, in New York, issued "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations since inception, which raises substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/T4Cmfr About Milestone Scientific Livingston, N.J.-based Milestone Scientific Inc. is engaged in pioneering proprietary, innovative, computer-controlled injection technologies and solutions for the medical and dental markets. MMODAL INC: Has Interim Authority to Use Cash Collateral -------------------------------------------------------- Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York gave Mmodal Inc. and its debtor affiliates to use any cash collateral in which any lender, agent or other secured party under the credit agreement, dated as of Aug. 17, 2012, with Royal Bank of Canada as agent, may have an interest. As of the Petition Date, the Debtors were indebted to the prepetition secured parties in the aggregate principal amount of approximately $75 million with respect of the revolving credit facility and approximately $424.6 million in respect of Term B Borrowings, plus interest thereon and fees. The final hearing will be held on April 16, 2014, at 9:45 a.m. (prevailing Eastern time). Objections are due no later than April 11. A full-text copy of the Interim Cash Collateral Order with Budget is available for free at http://is.gd/j17WLl About M*Modal Headquartered in Franklin, Tennessee, M*Modal provides clinical documentation solutions for the U.S. healthcare industry. It has operations in six countries and employs more than 9,900 employees, most of whom are medical transcriptionists or medical editors. M*Modal, a medical-services company owned by J.P. Morgan Chase Co.'s private-equity arm, filed for Chapter 11 bankruptcy protection, following a decline in sales and mounting debt. MModal disclosed $627 million in total assets and $876 million in total liabilities as of Feb. 28, 2014. Legend Parent Inc. and other M*Modal entities, including MModal Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-10701) on March 20, 2014. The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal North America, LLC, as restructuring advisor, Lazard Freres & Co LLC as investment banker, Deloitte Tax LLP as tax advisor, and Prime Clerk LLC as claims and noticing agent, and administrative advisor. A Steering Committee for Secured Lenders under the Prepetition Credit Agreement is represented by Richard Levy, Esq., at Latham & Watkins LLP. An Ad Hoc Committee of certain unaffiliated holders of (i) the Term B loan under the Prepetition Credit Agreement and (ii) Notes issued under the Indenture is represented by Michael Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. MMODAL INC: May 4 Set as Sec. 503(b)(9) Claims Bar Date ------------------------------------------------------- Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York established May 4, 2014, as the bar date for filing requests for payment of administrative expense claims arising under Section 503(b)(9) of the Bankruptcy Code in the Chapter 11 cases of Mmodal Inc. and its debtor affiliates. The Debtors will have until June 3, 2014, to serve any objections to timely filed Section 503(b)(9) Claims. About M*Modal Headquartered in Franklin, Tennessee, M*Modal provides clinical documentation solutions for the U.S. healthcare industry. It has operations in six countries and employs more than 9,900 employees, most of whom are medical transcriptionists or medical editors. M*Modal, a medical-services company owned by J.P. Morgan Chase Co.'s private-equity arm, filed for Chapter 11 bankruptcy protection, following a decline in sales and mounting debt. MModal disclosed $627 million in total assets and $876 million in total liabilities as of Feb. 28, 2014. Legend Parent Inc. and other M*Modal entities, including MModal Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-10701) on March 20, 2014. The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal North America, LLC, as restructuring advisor, Lazard Freres & Co LLC as investment banker, Deloitte Tax LLP as tax advisor, and Prime Clerk LLC as claims and noticing agent, and administrative advisor. A Steering Committee for Secured Lenders under the Prepetition Credit Agreement is represented by Richard Levy, Esq., at Latham & Watkins LLP. An Ad Hoc Committee of certain unaffiliated holders of (i) the Term B loan under the Prepetition Credit Agreement and (ii) Notes issued under the Indenture is represented by Michael Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. MMODAL INC: Deadline to File Schedules Extended Until April 28 -------------------------------------------------------------- Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York extended MModal Inc.'s time to file schedules of assets and liabilities through and including April 28, 2014. The Debtors time to file reports of financial information under Rule 2015.3 of the Federal Rules of Bankruptcy Procedure is extended until 30 days after the initial meeting under Section 341 of the Bankruptcy Code, provided that the Section 341 Meeting may remain open and adjourned from time to time if the U.S. Trustee determines that further examination of the Debtors regarding the reports is necessary and appropriate. About M*Modal Headquartered in Franklin, Tennessee, M*Modal provides clinical documentation solutions for the U.S. healthcare industry. It has operations in six countries and employs more than 9,900 employees, most of whom are medical transcriptionists or medical editors. M*Modal, a medical-services company owned by J.P. Morgan Chase Co.'s private-equity arm, filed for Chapter 11 bankruptcy protection, following a decline in sales and mounting debt. MModal disclosed $627 million in total assets and $876 million in total liabilities as of Feb. 28, 2014. Legend Parent Inc. and other M*Modal entities, including MModal Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-10701) on March 20, 2014. The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal North America, LLC, as restructuring advisor, Lazard Freres & Co LLC as investment banker, Deloitte Tax LLP as tax advisor, and Prime Clerk LLC as claims and noticing agent, and administrative advisor. A Steering Committee for Secured Lenders under the Prepetition Credit Agreement is represented by Richard Levy, Esq., at Latham & Watkins LLP. An Ad Hoc Committee of certain unaffiliated holders of (i) the Term B loan under the Prepetition Credit Agreement and (ii) Notes issued under the Indenture is represented by Michael Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. MMODAL INC: Seeks to Employ Dechert as Bankruptcy Counsel --------------------------------------------------------- Mmodal Inc., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of New York to retain Dechert LLP as their global bankruptcy and restructuring counsel. Dechert's current hourly rates for matters related to these Chapter 11 cases range as follows: Partners $695-$1,225 Associates $415-$780 Paraprofessionals $130-$345 The following professionals are presently expected to have primary responsibility for providing services to the Debtors: Allan S. Brilliant $1,115 Shmuel Vasser $955 Derek Winokur $895 Jeffrey T. Mispagel $595 Negisa Balluku $475 Shana White $415 The firm will also be reimbursed for any necessary out-of-pocket expenses. Shmuel Vasser, Esq., a partner at Dechert LLP, in New York, 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. Vasser discloses that Dechert and certain of its partners, counsel, and associates have in the past represented, currently represent, and likely in the future will represent One Equity Partners V, L.P., the owner of the majority of the Debtors' equity, and certain entities and affiliates of OEP in matters unrelated to the Debtors and the Debtors' cases. Mr. Vasser relates that Dechert did previously represent OEP in connection with its acquisition of the Debtors in a 2012 ?going private? transaction and continued to represent each of OEP, in its capacity as majority equity holder of the Debtors, and the Debtors until September 2013, when Dechert terminated its representation of OEP in any matters relating to the Debtors. In connection with OEP's acquisition of the Debtors, OEP invested approximately $447 million in the form of capital contribution. Later on OEP contributed an additional $20 million. The Company is not indebted to OEP for these amounts, nor was OEP given any collateral, Mr. Vasser says. In addition, since the closing of the transaction, no payments were made by the Company to OEP. Dechert's current representation of OEP is in matters unrelated to the Debtors' cases, and Dechert does not and will not represent OEP in this matter or matters related to the Debtors' cases, Mr. Vasser assures the Court. Dechert has received confirmation from OEP via electronic mail, dated as of October 11, 2013, waiving any potential conflict of interest arising from Dechert's representation of the Debtors, subject to certain terms and conditions. The Debtors have waived any conflict of interest arising from Dechert's representation of OEP. Mr. Vasser further discloses that during the 12-month period prior to the Petition Date, Dechert received an aggregate of $3,327,780, for professional services performed and reimbursement of expenses incurred in connection with Dechert's representation of the Debtors. Within the 90 days prior to the Petition Date, Dechert received approximately $2,388,528 from the Debtors, including a $400,000 advance retainer. As of the Petition Date, Dechert holds approximately $400,000 of an advance retainer, subject to continuing reconciliation. Pursuant to the Appendix B Guidelines, Mr. Vasser states that Dechert did not agree to any variations from, or alternatives to, the firm's standard or customary billing arrangements for its engagement with the Debtors. He adds that none of the professionals at Dechert vary their rate based on the geographic location of the bankruptcy case and the firm's billing rates and material financial terms for the firm's prepetition engagement with the Debtors are the same billing rates and material financial terms disclosed in the employment application. Jack S. Senechal, vice president and associate general counsel of MModal Services, Ltd., states that he has confirmed with Dechert that, while the firm's billing rates vary from attorney to attorney based on factors like the individual attorney's rank, years of experience, and the demand for services in the attorney's particular area of expertise, their billing rates do not vary as a function of whether the services performed relate to a bankruptcy engagement or a non-bankruptcy engagement. Mr. Senechal relates that no other firm was interviewed for the engagement since Dechert is very familiar with the Debtors', their businesses and financial conditions when, first, it represented OEP in connection with the 2012 transaction, and, second, when the firm continued to represent OEP, in its capacity as majority equity holder for the Debtors. A hearing on the Debtors' employment application is scheduled for April 30, 2014, at 9:45 a.m.(Eastern Time). Objections are due April 7. About M*Modal Headquartered in Franklin, Tennessee, M*Modal provides clinical documentation solutions for the U.S. healthcare industry. It has operations in six countries and employs more than 9,900 employees, most of whom are medical transcriptionists or medical editors. M*Modal, a medical-services company owned by J.P. Morgan Chase Co.'s private-equity arm, filed for Chapter 11 bankruptcy protection, following a decline in sales and mounting debt. MModal disclosed $627 million in total assets and $876 million in total liabilities as of Feb. 28, 2014. Legend Parent Inc. and other M*Modal entities, including MModal Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-10701) on March 20, 2014. The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal North America, LLC, as restructuring advisor, Lazard Freres & Co LLC as investment banker, Deloitte Tax LLP as tax advisor, and Prime Clerk LLC as claims and noticing agent, and administrative advisor. A Steering Committee for Secured Lenders under the Prepetition Credit Agreement is represented by Richard Levy, Esq., at Latham & Watkins LLP. An Ad Hoc Committee of certain unaffiliated holders of (i) the Term B loan under the Prepetition Credit Agreement and (ii) Notes issued under the Indenture is represented by Michael Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. MICROVISION INC: Prices $13.9MM Offering of Stock & Warrants ------------------------------------------------------------ MicroVision, Inc., has priced an underwritten offering of 7,160,000 units at a price to investors of $1.94 per unit for gross proceeds of approximately $13.9 million. Each unit consists of one share of common stock and one warrant to purchase 0.3 shares of common stock at an exercise price of $2.47 per share. The shares of common stock and warrants are immediately separable and will be issued separately. The warrants are exercisable beginning six months from the date of issuance and expire on the fifth anniversary of the date of issuance. MicroVision expects to receive net proceeds, after deducting the underwriting discount, of approximately $13.1 million from the offering. Oppenheimer & Co. is acting as the underwriter for the offering. The offering is expected to close on or about March 18, 2014, subject to the satisfaction of customary closing conditions. MicroVision intends to use the net proceeds of the offering for general corporate purposes. A preliminary prospectus supplement and the prospectus relating to the proposed offering was filed with the SEC. The offering may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statements. When available, copies of the final prospectus supplement and the prospectus relating to the proposed offering can be obtained at the SEC's Web site http://www.sec.govor from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, New York, NY, 10004, by telephone at (212) 667-8563, or via email at EquityProspectus@opco.com. Additional information is available for free at: http://is.gd/bMVPIL About Microvision Inc. Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ: MVIS) is the creator of PicoP(R) display technology, an ultra- miniature laser projection solution for mobile consumer electronics, automotive head-up displays and other applications. Microvision incurred a net loss of $22.69 million in 2012 following a net loss of $35.80 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $12.01 million in total assets, $12.20 million in total liabilities and a $190,000 total shareholders' deficit. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. MORGANS HOTEL: Incurs $57.5 Million Net Loss in 2013 ---------------------------------------------------- Morgans Hotel Group Co. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common stockholders of $57.48 million on $236.48 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $66.81 million on $189.91 million of total revenues in 2012. For the three months ended Dec. 31, 2013, the Company incurred a net loss attributable to common stockholders of $10.74 million on $64.86 million of total revenues as compared with a net loss attributable to common stockholders of $15.25 million on $54.79 million of total revenues for the same quarter in 2012. The Company's balance sheet at Dec. 31, 2013, showed $571.20 million in total assets, $749.68 million in total liabilities, $4.95 million in redeemable noncontrolling interest and a $183.43 million total deficit. A copy of the Form 10-K is available for free at: http://is.gd/5dfUsN A copy of the press release annoucing the results is available for free at http://is.gd/BDDLTt About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. N. BERGMAN INSURANCE: Judge Won't Reopen Bankruptcy Case -------------------------------------------------------- Bankruptcy Judge Nancy Hershey Lord rejected the request of N. Bergman Insurance Trust for an order reopening its bankruptcy case to vacate the Court's Order granting secured creditor Financial Life Services LLC relief from the automatic stay. The Debtor seeks to reinstate the automatic stay and to market and sell a certain life insurance policy. FLS opposes the Motion to Reopen. N. Bergman Insurance Trust, in Brooklyn, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 12-40822) on Feb. 6, 2012. Judge Jerome Feller presided over the case. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, served as the Debtor's counsel. It scheduled $3,500,000 in assets and $1,993,000 in liabilities. Schedule B of the petition listed an equitable interest in the Policy, valued at $3,500,000, as the Debtor's sole asset. The petition was signed by Jacob Herbst, trustee. On June 12, 2012, the United States Trustee filed a Motion to Dismiss Case or Convert to Chapter 7 on the grounds that the Debtor lacked assets to reorganize, constituting cause for dismissal under Sec. 1112(b)(4)(A). The Debtor did not file written opposition to the motion. After a hearing on July 31, 2012, the Court entered an Order dismissing the case on Aug. 1, 2012. A copy of the Court's March 26, 2014 Decision is available at http://is.gd/TvJLaVfrom Leagle.com. The Debtor, in its request to reopen the case, is represented by: Michael F. Kanzer, Esq. MICHAEL F KANZER & ASSOCIATES PC 2110 Avenue U Brooklyn, NY 11229 Tel: 718-769-7200 Fax: 347-702-8208 Douglas A. Foss Esq. -- dfoss@harrisbeach.com -- at Harris Beach PLLC, in Pittsford, New York, argues for Financial Life Services LLC. N-VIRO INTERNATIONAL: Joseph Giulii Holds 8% Equity Stake --------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Joseph Giulii disclosed that as of Dec. 31, 2013, he beneficially owned 554,328 shares of common stock of N-Viro International Corporation representing 8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/uMs3LN About N-Viro International Toledo, Ohio-based N-Viro International Corporation owns and sometimes licenses various N-Viro processes and patented technologies to treat and recycle wastewater and other bio-organic wastes, utilizing certain alkaline and mineral by-products produced by the cement, lime, electrical generation and other industries. In its audit report on the consolidated financial statements for the year ended Dec. 31, 2012, UHY LLP, in Farmington Hills, Michigan, expressed substantial doubt about N-Viro's ability to continue as a going concern, citing the Company's recurring losses, negative cash flow from operations and net working capital deficiency. The Company reported a net loss of $1.6 million on $3.6 million of revenues in 2012, compared with a net loss of $1.6 million of $5.6 million of revenues in 2011. As of Sept. 30, 2013, the Company had $1.97 million in total assets, $2.34 million in total liabilities and a $369,192 total stockholders' deficit. NATURAL MOLECULAR: Court OKs Hiring of Dawson Group as Accountants ------------------------------------------------------------------ Natural Molecular Testing Corporation sought and obtained permission from the U.S. Bankruptcy Court for the Western District of Washington to employ The Dawson Group, PS as accountants. Dawson Group's services are expected to include but not be limited to providing assistance to the Debtor and Debtor's counsel with respect to the preparation and filing of such state and federal tax returns as required of Chapter 11 Debtor-in-Possession. The Debtor has agreed to pay Dawson Group upon bankruptcy court approval, its hourly rates as well as reasonable out-of-pocket expenses. The hourly billing rate for Brian A. Dawson, the individual primarily responsible for Dawson Group's services on behalf of the Debtor, is $175. Dawson Group performed pre-petition services for the Debtor and has an unsecured claim, in the amount of $1,427, and which claim shall be waived upon employment. Brian A. Dawson, shareholder of Dawson Group, 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. Dawson Group can be reached at: Brian A. Dawson THE DAWSON GROUP, PS 1455 NW Leary Way, Suite 400 Seattle, WA 98107 Tel: (206) 489-5163 Fax: (206) 260-8940 Natural Molecular Testing Corp., which provides molecular diagnostic-testing services, including testing for sexually transmitted diseases and screening and counseling about cystic fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle. Hacker & Willig, Inc., P.S., serves as its bankruptcy counsel. The closely held company said assets are worth more than $100 million while debt is less than $50 million. Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a five-member Committee of Unsecured Creditors. Foster Pepper's Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance Keenan, Esq., serve as the Committee's attorneys. NIELSEN FINANCE: Fitch Assigns 'BB' Rating to $750MM Sr. Notes -------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to Nielsen Finance LLC and Nielsen Finance Co. (collectively, Nielsen Finance) proposed $750 million senior unsecured notes due 2022. Nielsen Finance is an indirect wholly owned subsidiary of Nielsen Holdings, N.V. (Nielsen). Proceeds of the notes are expected to be used to reduce term loans balances ($4 billion outstanding; due 2016/2017). The notes will rank pari passu with Nielsen Finance's and The Nielsen Company (Luxembourg) S.ar.l.'s existing notes. Fitch views the offering, as proposed, to be favorable for the credit profile, extending maturities five to six years. In addition, Nielsen's 'BB' Issuer Default Rating (IDR) and Positive Outlook is unaffected by the recent update to its financial policy and capital structure goals. Nielsen revised its net leverage target to 3x from a previous range of 2.75x to 3x. Nielsen affirmed its expectation to reduce its current net leverage from 3.5x to 3.2x by year end. In addition, Nielsen stated that it no longer is targeting investment grade ratings; rather, they are targeting their 3x net leverage target. Nielsen's policy revision does not change the current ratings or Positive Outlook, as both reflect the improving credit metric trends (through EBITDA growth and mandatory debt reduction) and its strategy of expanding its products/services, which should continue to drive meaningful organic revenue growth. Continued positive momentum in these categories over the next 12 - 18 months could result in a one-notch upgrade. Any additional positive rating actions may be limited. The 3x net leverage target may still support an investment grade rating; however, Nielsen's commitment to maintaining such a rating, or the appropriate credit metrics, would have to be evaluated. KEY RATING DRIVERS -- Nielsen was much more resilient during the downturn than other media companies, given the contractual and diversified nature of its revenue stream and the benign competitive environment. The company exhibited revenue and EBITDA growth, as well as positive FCF, through the trough of the downturn. -- Nielsen's Watch and Buy businesses are well positioned in their respective markets. The ratings reflect the risk that competitive threats may emerge over time. Increased competition could result in revenue pressure (lost share), incremental costs (talent/sales/services), and some FCF pressure (investments in offerings). However, the complexity and significant investments associated with attempting to replicate Nielsen's offerings create meaningful barriers to entry. Fitch believes Nielsen's liquidity is sufficient. At Dec. 31, 2013, liquidity was composed of $564 million of cash on hand and $623 million available under the $635 million senior secured revolver due in 2016. Fitch calculates the company generated $262 million of FCF (after dividends). Total debt at Dec. 31, 2013 was approximately $6.6 billion, consisting primarily of (without adjusting for the proposed transaction): -- $4.0 billion in secured term loans due 2016/2017; -- $1.1 billion of senior unsecured notes due 2018; -- $800 million of senior unsecured notes due 2020; -- $625 million of senior unsecured notes due 2021. The company has been active in managing its near-term maturities, and they are manageable over the next several years. As of Dec. 31, 2013 (proforma for the Arbitron acquisition) Fitch estimates unadjusted gross leverage at approximately 4.0x and net leverage at 3.6x. Fitch expects Nielsen to be able to de-lever to unadjusted gross leverage of 3.6x by the end of 2014. The notching on Nielsen Finance's senior secured debt reflects the security provided to the lenders. RATING SENSITIVITIES What Could Trigger a Rating Action Positive: Over the next 12 to 18 months, continued improvement in operating trends, including comfort that the company's deployment of various new products are driving total revenue growth in the mid-single digits, could result in a one-notch upgrade. Negative: While not expected, ratings would be pressured if additional debt-funded acquisitions and/or shareholder-friendly policies materially increased leverage above 4.5x. Also, ratings may be pressured if competitive threats emerge and take a meaningful share of Nielsen's market position. Fitch rates Nielsen as follows: Nielsen -- IDR 'BB'. Nielsen Finance LLC and Nielsen Finance Co. -- IDR 'BB'; -- Senior secured bank facility 'BB+'; -- Senior unsecured notes 'BB'. The Nielsen Company (Luxembourg) S.ar.l. -- IDR 'BB'; -- Senior unsecured notes 'BB'. The Rating Outlook is Positive. NIELSEN FINANCE: Moody's Rates Proposed $750MM Senior Notes 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned B1 to the proposed $750 million senior notes being issued by Nielsen Finance LLC, an indirect subsidiary of Nielsen Holdings N.V. ("Nielsen"), to repay a portion of the existing senior secured term loans, and assigned Ba1 to the proposed senior secured credit facilities being issued to extend the maturities of the credit facilities. Moody's also upgraded ratings on the existing senior notes to B1 to reflect the decrease in senior secured debt and affirmed the Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating. The SGL -- 1 Speculative Grade Liquidity Rating (SGL) was affirmed and the rating outlook remains positive. These rating actions are subject to review of final documentation and no meaningful change in conditions of the transaction as advised to Moody's. Assigned: Issuer: Nielsen Finance LLC NEW $750 million Senior Unsecured Notes: Assigned B1, LGD5-78% Issuer: Nielsen Finance LLC NEW $575 million Senior Secured Revolver due 2019: Assigned Ba1, LGD2-23% NEW $1,300 million Senior Secured Term Loan A due 2019: Assigned Ba1, LGD2 -- 23% NEW $500 million Senior Secured Term Loan B-1 due 2017: Assigned Ba1, LGD2 -- 23% NEW $1,100 million Senior Secured Term Loan B-2 due 2021: Assigned Ba1, LGD2 -- 23% Upgraded: Issuer: Nielsen Finance LLC Senior Secured Bank Credit Facility (Class E Euro Term Loan) due May 1, 2016 (289 million euros outstanding, roughly $394 million): Ba1, LGD2 -- 23% 7.75% Senior Unsecured Regular Bond/Debenture due 2018 ($1,083 million outstanding): Upgraded to B1, LGD5 -- 78% from B2, LGD5 -- 83% 4.5% Senior Unsecured Regular Bond/Debenture due 2020 ($800 million outstanding): Upgraded to B1, LGD5 -- 78% from B2, LGD5 -- 83% Issuer: The Nielsen Company (Luxembourg) S.a.r.l. , an indirect subsidiary of Nielsen Holdings N.V. 5.5% Senior Unsecured Regular Bond/Debenture due 2021 ($625 million outstanding): Upgraded to B1, LGD5 -- 78% from B2, LGD5 -- 83% Affirmed: Issuer: Nielsen Holdings N.V. Corporate Family Rating: Affirmed Ba3 Probability of Default Rating: Affirmed Ba3-PD Speculative Grade Liquidity Rating: Affirmed SGL -- 1 Outlook Actions: Issuer: Nielsen Holdings N.V. Outlook is Positive Issuer: Nielsen Finance LLC Outlook is Positive Issuer: The Nielsen Company (Luxembourg) S.a.r.l. , an indirect subsidiary of Nielsen Holdings N.V. Outlook is Positive Affirmed but to be withdrawn upon redemption or completion of the tender or repayment: Issuer: Nielsen Finance LLC EXISTING $635 million Senior Secured Bank Credit Facility (Revolver) due Apr 1, 2016: Ba2, LGD2 -- 29% EXISTING Senior Secured Bank Credit Facility (Class D Term Loan) due Feb 2, 2017 ($1,146 million outstanding): Ba2, LGD2 -- 29% EXISTING Senior Secured Bank Credit Facility (Class E Term Loan) due May 1, 2016 ($2,520 million outstanding): Ba2, LGD2 -- 29% Ratings Rationale Nielsen's Ba3 CFR reflects Moody's view that the company will maintain its leading international positions in the measurement and analysis of consumer purchasing behavior as well as media and marketing information given protection from high entry barriers. Revenue is supported by long-standing contractual relationships with consumer product companies, media and advertisers, and benefits from the company's status as a source of independent benchmark information. Moody's expect the company will build on its track record to deliver continued low-to-mid single digit percentage revenue and EBITDA growth. Ratings incorporate the challenging operating environment in Nielsen's `Buy' division as well as exposure, particularly in the `Watch' division, to a more competitive landscape in rapidly growing online markets. Moody's expects Nielsen will utilize a portion of free cash flow to reduce debt balances; however, ratings also reflect the company's moderately high leverage and likely increases in dividend payouts or share repurchases as earnings grow. Furthermore, Nielsen's recent increase in quarterly dividends ($300 million annual payout) and share repurchase programs will consume cash that could otherwise be used to reduce debt or fund acquisitions. Despite these distributions and the acquisition of Arbitron in September 2013, low to mid-single digit percentage revenue growth, modest margin expansion, and debt repayments have lowered the company's pro forma debt-to-EBITDA to approximately 4.2x at December 2013 (including Moody's standard adjustments and 12 months of Arbitron) from more than 4.5x in the prior year. Moody's note that risk related to the exit from this investment by a consortium of private equity investors, who hold six of the 11 board seats, is reduced given financial sponsors now hold a 25% interest the company, compared to 52% in 2012. Share redemptions were funded largely through secondary equity issuances and did not increase leverage. Moody's expect additional sell down by the financial sponsors over the next 18 months. The proposed refinancing of credit facilities extends maturities, increases scheduled amortization, eliminates financial maintenance covenants on the term loan B facilities, and relaxes restrictions on dividends although distributions remain subject to a 4.25x total leverage test (as defined). The proposed notes are covenant-lite with no restrictions on distributions or debt issuances. The positive rating outlook reflects Moody's expectation that Nielsen will deliver operating results in line with its recent guidance (4%-6% revenue growth and 29% - 30% adjusted EBITDA margin for 2014) and that shareholder distributions and acquisitions are managed such that the company remains on a deleveraging trajectory. Moody's assumes in the rating outlook that the U.S. and global economies continue to expand modestly. Downward rating pressure could occur if debt-to-EBITDA leverage were to exceed 5.0x (including Moody's standard adjustments) or free cash flow generation weakens through deterioration in operating performance, significant acquisitions, or shareholder distributions. Ratings could be downgraded or the outlook changed to stable if Nielsen adopts more aggressive financial policies including a move away from its intention to continue de- leveraging. A deterioration of liquidity could also create downward rating pressure. An upgrade would require steady and growing earnings performance paired with de-leveraging such that debt-to-EBITDA is moving towards 4.0x and free cash flow generation is meaningful on a sustained basis. Notwithstanding the management's recently revised guidance for reported leverage of 3.0x (from 2.75x -- 3.0x), Moody's would need to be comfortable that Nielsen has the willingness and capacity to manage to these tighter credit metrics after incorporating potential acquisitions or share repurchase. Nielsen would also need to maintain at least good liquidity. 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. Nielsen Holdings N.V., headquartered in Diemen, The Netherlands and New York, NY, is a global provider of consumer information and measurement that operates in approximately 100 countries. Nielsen's Buy segment (roughly 60% of FY 2013 revenue) consists of two operating units: (i) Information, which includes retail measurement and consumer panel services; and (ii) Insights, which provide analytical services for clients. The Watch segment (40% of revenue) provides viewership data and analytics across television, online and mobile devices for the media and advertising industries. Revenue for the 12 months ended December 2013 was roughly $5.7 billion. PLUG POWER: Incurs $28.8 Million Net Loss in Fourth Quarter ----------------------------------------------------------- Plug Power Inc. reported a net loss attributable to the Company of $28.87 million on $8.03 million of total revenue for the three months ended Dec. 31, 2013, as compared with a net loss attributable to the Company of $8.47 million on $5.92 million of total revenue for the same period a year ago. For the 12 months ended Dec. 31, 2013, the Company reported a net loss attributable to the Company of $62.67 million on $26.60 million of total revenue as compared with a net loss attributable to the Company of $31.86 million on $26.10 million of revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed $35.35 million in total assets, $50.85 million in total liabilities, $2.37 million in redeemable preferred stock and a $17.87 million stockholders' deficit. "Although a lot has happened since our last call, I am more bullish than ever that Plug Power is moving into a rapid-growth cycle," said Andy Marsh, CEO. "We kicked off the first quarter of 2014 by signing a multi-site, multi-year GenKey contract with Walmart that surpassed our Q1 goals. I firmly believe that this continuing momentum will carry on throughout 2014, and that orders for this year will total more than $150 million -- almost four times our total for 2013. We also are on track to achieve our goal of EBITDAS break even by Q3 2014." A copy of the press release is available for free at: http://is.gd/79Xsco About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. KPMG LLP, in Albany, New York, expressed substantial doubt about Plug Power's ability to continue as a going concern, following their audit of the Company's financial statements for the year ended Dec. 31, 2012, citing the Company's recurring losses from operations and substantial decline in working capital. Bankruptcy Warning "Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, and continued development and expansion of our products. Our ability to meet our future liquidity needs, capital requirements, and to achieve profitability will depend upon numerous factors, including the timing and quantity of product orders and shipments; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations without additional external financing and therefore cannot sustain future operations, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2013. PROSPECT PARK: Seeks Extension of Schedules & Statements Filing --------------------------------------------------------------- Prospect Park Networks, LLC, seeks additional time to file with the Bankruptcy Court its schedules of assets and liabilites and schedules of executory contracts and unexpired leases. The Debtor asserts that its request is warranted due to the large amount of information that must be assembled and compiled, the multiple locations for such information, the large amount of professional hours that may be required for the completion of the Schedules and Statements, and the lack of prejudice to creditors. The Debtor adds that its employees' efforts during the anticipated short period of the pendency of the Chapter 11 case are critical to its sale efforts. About Prospect Square Prospect Square 07 A, LLC, and related entities sought Chapter 11 bankruptcy protection from creditors (Bankr. D. Colo. Lead Case No. 14-10896) in Denver on Jan. 29, 2014. The petition was signed by Jeffre Kwatinetz, president. Prospect Square 07A, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at 9690 Colerain Avenue, Cincinnati, Ohio, estimated $10 million to $50 million in assets and debt. William E. Chipman, Jr., Esq. -- chipman@ccbllp.com , and Mark D. Olivere, Esq. -- olivere@ccbllp.com -- of Cousins Chipman & Brown LLP, in Wilmington, Delaware, serve as counsel to the Debtor, as well as John H. Genovese, Esq. -- jgenovese@gjb-law.com , Michael Schuster, Esq. -- mschuster@gjb-law.com , and Heather L. Harmon, Esq. -- hharmon@gjb-law.com The Debtors' Chapter 11 plan and disclosure statement are due May 29, 2014. QUANTUM FUEL: Shares Copy of ROTH Conference Presentation --------------------------------------------------------- Brian Olson, Quantum Fuel Systems Technologies Worldwide, Inc.'s president and chief executive officer, and Bradley Timon, the Company's chief financial officer, presented at the 26th Annual ROTH Conference on March 12, 2014. The presentation discussed about, among other things, the Company, its products, services and technologies. A copy of the presentation materials used by Messrs. Olson and Timon is available at: http://is.gd/V7RSKw About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel disclosed a net loss attributable to stockholders of $30.91 million in 2012 and a net loss attributable to common stockholders of $38.49 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $60.64 million in total assets, $50.27 million in total liabilities and $10.36 million in total stockholders' equity. Haskell & White LLP, in Irvine, 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 does not have sufficient existing sources of liquidity to operate its business and service its debt obligations for a period of at least twelve months. These conditions, along with the Company's working capital deficit and recurring operating losses, raise substantial doubt about the Company's ability to continue as a going concern. PULSE ELECTRONICS: Incurs $27 Million Net Loss in 2013 ------------------------------------------------------ Pulse Electronics Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $27.02 million on $355.67 million of net sales for the year ended Dec. 27, 2013, as compared with a net loss of $32.09 million on $373.16 million of net sales for the year ended Dec. 28, 2012. As of Dec. 27, 2013, the Company had $188.83 million in total assets, $242.39 million in total liabilities and a $53.55 million total shareholders' deficit. A copy of the Form 10-K is available for free at: http://is.gd/V8QAv0 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. 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: Court Transfers Case to Judge Cristol -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, re-assigned the Chapter 11 case of Quartz Hill Mining, LLC, to the Hon. A. Jay Cristol, who is currently presiding over a related case, Merendon Mining (Nevada), Inc., Case No. 09-119580AJC. The Debtor sought re-assignment of its Chapter 11 case to contain costs and for ease of administration in the Chapter 11 case as its assets are related to the Chapter 7 case of Merendon Mining. The Debtor said the U.S. Trustee does not oppose the relief sought. Quartz Hill Mining, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 14-15419) on March 7, 2014. The case is assigned to Judge Robert A Mark. The Debtor's counsel is Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida. The Debtor's special counsel is John A. Moffa, Esq., at Moffa & Bonacquisti, P.A., in Plantation, Florida. The Debtor said it has $58 million in assets and $7.5 million in debts. QUARTZ HILL: Sec. 341 Creditors' Meeting Set for April 10 --------------------------------------------------------- The U.S. Trustee for Region 3 will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Southern Quartz Hill Mining, LLC on April 10, 2012, at 2:00 p.m. The proofs of claim deadline is set for April 8, 2014. Quartz Hill Mining, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 14-15419) on March 7, 2014. The case is assigned to Judge Robert A Mark. The Debtor's counsel is Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida. The Debtor's special counsel is John A. Moffa, Esq., at Moffa & Bonacquisti, P.A., in Plantation, Florida. The Debtor said it has $58 million in assets and $7.5 million in debts. QUIZNOS: Report Connects Bankruptcy to Franchisee's Suicide ----------------------------------------------------------- Sarah Bennett, writing for Long Beach Post, reported that Quiznos' bankruptcy may have roots in a Long Beach franchisee's suicide amid legal battles with the firm. The report recounted that Bhupinder "Bob" Baber, owner of two Quiznos in Long Beach, had complained about the company's unfair practices, which included allowing another Quiznos to open near Mr. Baber's outlets. Mr. Baber's sales dropped, and he claimed that he was unable to get help from the company. By the end of 2004, Mr. Baber had formed the Quiznos Franchisee Association, a group for California franchisees, in an attempt to bring changes to what was felt by some franchisees as unfair practices in the company. Quiznos responded by terminating both of his franchises, citing customer complaints and failed corporate inspections. According to the report, Mr. Baber felt his cancellation was retaliation for forming his group and responded with his own litigation, which resulted in more than a year of suits and countersuits that drained the franchisee of more than $100,000 in legal fees. In October 2005, it was ruled that Baber's claims would be arbitrated in Denver (as his contract demanded), but Mr. Baber feared that traveling would cost him his job and whatever money he had left. Mr. Baber committed suicide a month later by shooting himself. The report recountd that after Mr. Baber's suicide note was made public, a half-dozen class action lawsuits were filed against Quiznos by angry franchisees, including ones in Michigan, Wisconsin, New Jersey and Illinois. According to the company's own 2013 Franchise Disclosure Document, those class action suits have all been settled, but in 2012 alone, 14 more individual suits were filed by current and former franchisees. All of the lawsuits allege claims similar to those asserted in the previously settled class actions, including that the defendants "engaged in fraudulent schemes to sell mandated essential goods at inflated prices and to sell franchise agreements, abusive couponing and discounting programs, and unlawful control over franchisees through a pattern of racketeering activity." According to Ms. Bennett, eight years after Mr. Baber's suicide, the Long Beach franchisee's fight for change at Quiznos may finally be seeing results. In a statement announcing the bankruptcy, Quiznos CEO Stuart Mathis said the restructuring will allow the company to follow through on its new business plan which puts more support into its franchisees. About Quiznos Denver-based Quiznos -- http://www.quiznos.com-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. R&S ST. ROSE: Ruling Against Substantive Consolidation Vacated -------------------------------------------------------------- District Judge Lloyd D. George vacated each of the Orders of the Bankruptcy Court denying the motions of Branch Banking and Trust Company, as successor in interest to FDIC as receiver of Colonial Bank N.A., and Commonwealth Land Title Insurance Company for substantive consolidation of the Chapter 11 cases of R&S St. Rose, LLC and R&S St. Rose Lenders. The Court remanded the matter for further proceedings. According to Judge George, in remanding this matter, he is neither finding nor directing a determination that substantive consolidation is appropriate. That remains a matter for the bankruptcy court to determine. Rather, the District Court has determined only that, in initially making its determination, the bankruptcy court committed certain errors that require it to re- visit the question under the first factor in In re Bonham, 229 F.3d 750, 762 (9th Cir. 2000). In the district court appeal, R & S St. Rose is represented by Samuel A. Schwartz, Esq., at The Schwartz Law Firm. Branch Banking and Trust Company is represented by Joseph S. Kistler, Esq., and Richard L. Doxey, Esq., at Hutchison & Steffen. Commonwealth Land Title Insurance Company, Consol Claimant, is represented by Mary C. Gordon, Esq., and Scott E Gizer, Esq., at Early Sullivan Wright Gizer & McRae LLP. A copy of the Court's March 27, 2014 Order is available at http://is.gd/99kxhwfrom Leagle.com. About R & S St. Rose Lenders Las Vegas, Nevada-based R & S St. Rose Lenders, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-14973) on April 4, 2011. Zachariah Larson, Esq., at Larson & Stephens, served as the Debtor's bankruptcy counsel. According to its schedules, the Debtor disclosed $12,041,574 in total assets and $19,688,291 in total debts as of the Petition Date. Rose Lenders amended its schedules disclosing $12,041,574 in assets and $24,502,319 in liabilities. Affiliate R & S St. Rose, LLC, filed a separate Chapter 11 petition (Bankr. D. Nev. Case No. 11-14974) on April 4, 2011. According to its schedules, it disclosed $16,821,500 in total assets and $48,293,866 in total debts. RESIDENTIAL CAPITAL: 2nd Cir. Tosses Papas Ch.7 Conversion Bid -------------------------------------------------------------- The U.S. Court of Appeals for the Second Circuit dismissed as moot with prejudice the appeal taken by Paul N. Papas, pro se, to overturn the judgment of the district court affirming a bankruptcy court order, which denied his motion to convert the Chapter 11 proceedings of Residential Capital LLC to a Chapter 7 liquidation. A copy of the Court's March 27 Summary Order is available at http://is.gd/ncGInGfrom Leagle.com. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RESTORA HEALTHCARE: Has OK to Proceed with April 21 Auction ----------------------------------------------------------- Restora Healthcare Holdings, LLC, et al., obtained approval from the U.S. Bankruptcy Court for the District of Delaware of the procedures governing the sale of substantially all of their assets and authority to proceed with an auction scheduled for April 21, 2014, at 10:00 a.m. (prevailing Eastern Time) at the offices of DLA Piper LLP (US), in New York. The Debtors entered into a stalking horse agreement with a newly formed entity by several of their creditors, including Healthcare Finance Group, LLC, American Realty Capital and certain of its affiliates as landlord, Acuity Healthcare, L.P., HealthCap Partners, LLC, and Tutera & Co. The newly formed entity, PHX Hospital Partners, LLC, as stalking horse bidder, will provide consideration consisting of (a) $5,000,000 payable in the form of a credit bid, (b) a waiver y the Landlord of certain cure costs with respect to two real property leases, and (c) the assumption of certain liabilities and the the payment of all cure costs relating to executory contracts and unexpired leases to be assumed and assigned to the Stalking Horse Purchaser. The stalking horse agreement is subject to higher and better bids. The deadline for submitting a qualified bid is April 18. If the Debtors receive an additional qualified bid, the Debtors will conduct the auction. The sale approval hearing will be held on April 23, at 2:00 p.m. (prevailing Eastern Time). Objections to the sale hearing is on April 22. All objections that have not been previously withdrawn, waived or settled are denied and overruled, except that the objection filed by the Official Committee of Unsecured Creditors is deemed filed with respect to the sale and the sale approval hearing. The Creditors' Committee complained that the Debtors seek approval of a fatally flawed Section 363 sale process based upon a stalking horse bid which provides no cash to the Debtors' estates, while the Debtors do not even allege any exigent circumstances that could support a sale of substantially all of their assets outside of a Chapter 11 plan. "This is not a 'melting ice cube' situation in which the debtor is hemorrhaging cash and an expeditious sale is clearly needed to prevent the further loss of value. In fact, the Debtors' DIP budget projects a net loss from operating activities of only $321,712 from the Petition Date, through the end of April," the Committee asserted. In response to the Committee's objection, the Debtors argued that the Committee is seeking to derail a sale process that is the only viable option currently available to the estates to maintain the Debtors' business as a going concern and that, based on prepetition marketing efforts, the Debtors believe will result in maximum value for the estates. In doing so, the Committee is ignoring the economic realities of the Chapter 11 cases and the significant benefits conferred on the Debtors' estates not only by the proposed sale transaction with the stalking horse purchaser, but also by the initiation of a marketing and sale process governed by the bidding procedures, the Debtors asserted. HFG joined in support of the sale motion and the Debtors' reply to the Committee's objection and the objection filed by the United States of America, on behalf of the Department of Health and Human Services, acting through its designated component, the Centers of Medicare and Medicaid Services. Counsel to the Debtors is Thomas R. Califano, Esq., and Daniel G. Egan, Esq., at DLA Piper LLP (US), in New York; and Stuart M. Brown, Esq., and Daniel N. Brogan, Esq., at DLA Piper LLP (US), in Wilmington, Delaware. Counsel to the Debtors? secured lender, HFG, is Benjamin Mintz, Esq. -- benjamin.mintz@kayescholer.com -- at Kaye Scholer, LLP, in New York; and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. Counsel to HealthCap, as agent for the Stalking Horse Purchaser for noticing purposes, is James H. Billingsley, Esq. -- jbillingsley@polsinelli.com -- at Polsinelli P.C., in Dallas, Texas. Counsel to the Landlord is Andrew I. Silfen, Esq. -- andrew.silfen@arentfox.com -- at Arent Fox LLP, in New York. Counsel to the Creditors' Committee is Brett D. Fallon, Esq. -- bfallon@morrisjames.com -- at Morris James LLP, in Wilmington, Delaware; and Martin G. Bunin, Esq. -- marty.bunin@alston.com -- Craig E. Freeman, Esq. -- craig.freeman@alston.com -- William Hao, Esq. -- William.hao@alston.com -- at Alston & Bird LLP, in New York. About Restora Healthcare Restora Healthcare Holdings, LLC, and two of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed by George W. Dunaway as chief financial officer. Restora Healthcare estimated assets and debts of at least $10 million. DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors tapped George D. Pillari, a managing director of Alvarez & Marsal Healthcare Industry Group, LLC, as chief restructuring officer. The U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. RESTORA HEALTHCARE: Has Final OK to Obtain $7MM from HFG -------------------------------------------------------- Restora Healthcare Holdings, LLC, et al., obtained final authority from the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition financing up to a maximum outstanding principal amount of $7.0 million from Healthcare Finance Group, LLC, as lender and administrative agent. The Debtors also obtained final authority to use the Prepetition Collateral securing their prepetition indebtedness from HFG, which is owed owed $5.6 million on a term loan and revolving credit. The objections that have not been previously withdrawn, waived or settled are denied and overruled. The Official Committee of Unsecured Creditors objected to the final approval of the DIP Financing, complaining that the interest rate and the facility fee to the roll-up of the prepetition existing debt into the DIP Facility are inappropriate. The Committee also complained that avoidance actions and proceeds of avoidance actions should not be encumbered by liens or subject to superpriority claims as proposed in the DIP Documents. The Debtors, in response to the Committee, argued that no other party was willing to provide a committed financing to the Debtors, whether on terms more favorable than those set forth in the HFG DIP Term Sheet or otherwise. Accordingly, after careful consideration, the Debtors said they decided that the proposal for DIP financing advanced by the existing lender parties was the best available under the circumstances, adequately addressed the Debtors' reasonably foreseeable working capital needs during the anticipated duration of the bankruptcy cases and sale process, and would enable the Debtors to proceed towards consummation of a sale or other restructuring transaction. HFG joined in support of the DIP Financing Motion and the Debtors' reply to the Committee's objection. A full-text copy of the Final DIP Order with Budget is available at http://bankrupt.com/misc/RESTORAHEALTHCAREdipord0321.pdf About Restora Healthcare Restora Healthcare Holdings, LLC, and two of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed by George W. Dunaway as chief financial officer. Restora Healthcare estimated assets and debts of at least $10 million. DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors tapped George D. Pillari, a managing director of Alvarez & Marsal Healthcare Industry Group, LLC, as chief restructuring officer. The U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. RESTORA HEALTHCARE: Sec. 341(a) Meeting of Creditors Continued -------------------------------------------------------------- The U.S. Trustee notified the U.S. Bankruptcy Court for the District of Delaware that the meeting of creditors pursuant to Section 341(a) of the Bankruptcy Code in the Chapter 11 cases Restora Healthcare Holdings, LLC, et al., is continued to a date still to be determined. About Restora Healthcare Restora Healthcare Holdings, LLC, and two of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed by George W. Dunaway as chief financial officer. Restora Healthcare estimated assets and debts of at least $10 million. DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors tapped George D. Pillari, a managing director of Alvarez & Marsal Healthcare Industry Group, LLC, as chief restructuring officer. The U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. RESTORA HEALTHCARE: Lists $11.3-Mil. in Total Liabilities --------------------------------------------------------- Restora Healthcare Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities disclosing $1,789,247 in assets and $11,328,016 in total debts. The Debtor said it has cash on hand totaling $237; security deposits totaling $23,526; accounts receivables totaling $1,715,782; office equipment, furnishings and supplies valued at $40,032; and other personal property valued at $9,668. Healthcare Finance Group, LLC, holds a secured claim in the amount of $5,575,764. Other entities also hold secured claims in undetermined amounts. Unsecured non-priority claims total $5,752,252. Full-text copies of the Schedules are available for free at: http://bankrupt.com/misc/RESTORAHEALTHCAREsal0325.pdf About Restora Healthcare Restora Healthcare Holdings, LLC, and two of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed by George W. Dunaway as chief financial officer. Restora Healthcare estimated assets and debts of at least $10 million. DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors tapped George D. Pillari, a managing director of Alvarez & Marsal Healthcare Industry Group, LLC, as chief restructuring officer. The U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. RESTORA HEALTHCARE: Has Authority to Employ DLA Piper as Counsel ---------------------------------------------------------------- Restora Healthcare Holdings, LLC, obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ DLA Piper LLP (US) as bankruptcy counsel to provide legal services to the Debtors in connection with their efforts to restructure certain of their financial obligations. About Restora Healthcare Restora Healthcare Holdings, LLC, and two of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed by George W. Dunaway as chief financial officer. Restora Healthcare estimated assets and debts of at least $10 million. DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors tapped George D. Pillari, a managing director of Alvarez & Marsal Healthcare Industry Group, LLC, as chief restructuring officer. The U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. RESTORA HEALTHCARE: Has Approval to Name George Pillari as CRO -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Restora Healthcare Holdings, LLC, et al., to retain Alvarez & Marsal Healthcare Industry Group, LLC, to provide the Debtors with a chief restructuring officer and additional personnel, and designate George D. Pillari as the CRO. A&M will be paid by the Debtors for the services of the Engagement Personnel at the following hourly billing rates: Managing Directors $650 to $850 Directors $450 to $650 Analysts/Associates $250 to $450 Mr. Pillari will be paid $800 per hour and will have primary responsibility for overseeing the services to be rendered to the Company under the Engagement Letter. A&M will also be reimbursed for any necessary out-of-pocket expenses. About Restora Healthcare Restora Healthcare Holdings, LLC, and two of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed by George W. Dunaway as chief financial officer. Restora Healthcare estimated assets and debts of at least $10 million. DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors tapped George D. Pillari, a managing director of Alvarez & Marsal Healthcare Industry Group, LLC, as chief restructuring officer. The U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. RESTORA HEALTHCARE: Has Final Approval to Pay Critical Vendors -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware gave Restora Healthcare Holdings, LLC, et al., final authority to pay the prepetition claims of critical vendors and service providers in a total amount not to exceed $600,000. About Restora Healthcare Restora Healthcare Holdings, LLC, and two of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed by George W. Dunaway as chief financial officer. Restora Healthcare estimated assets and debts of at least $10 million. DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors tapped George D. Pillari, a managing director of Alvarez & Marsal Healthcare Industry Group, LLC, as chief restructuring officer. The U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. ROBERTS HOTELS: Houston, Shreveport & Spartanburg Cases Dismissed ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri on March 5 dismissed certain of Roberts Hotels Houston, LLC, et al.'s Chapter 11 cases. Bank of America, N.A., requested for the dismissal of these cases: Roberts Hotels of Houston, LLC, Case No. 12-43590; Roberts Hotels of Shreveport, LLC, Case No. 12-44495; and Roberts Hotels of Spartanburg, LLC, Case No. 12-43756. The U.S. Trustee has withdrawn its limited objection. The Debtors and their counsel will ensure that all monthly operating reports in these cases are completed, signed, and filed with the Court. Furthermore, the Debtors and their counsel will ensure that all quarterly fees imposed. Bank of America has agreed to ensure that sufficient funds are available to facilitate the payment of all quarterly fee payments by the deadline. Nothing, however, will prohibit Bank of America from reviewing the accuracy of the Monthly Operating Report or the calculation of the amount of Quarterly Fees that remain due and owing. As reported in the Troubled Company Reporter on Feb. 27, 2014, a lawyer representing the bank said the assets of Roberts Hotels Houston and the two other hotels operating in Shreveport, LA, and in Spartanburg, S.C., have already been sold and the proceeds have been paid to the bank. "There is no prospect of any distributions being made to creditors other than [Bank of America]," said David Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Missouri. He said the bank holds a lien on avoidance actions to secure the loans it extended earlier. The U.S. Bankruptcy Court for the Eastern District of Missouri dismissed in October last year the bankruptcy cases of The Roberts Cos.' hotels in Tampa, Fla., Dallas, Tex., and Marietta, outside Atlanta. The hotels are among those involved in a lawsuit filed by Bank of America in April 2012. In that lawsuit, the bank claims the Roberts owe $34.28 million in principal and $376,049 in interest on a loan to renovate their hotels. Nancy Gargula, the U.S. trustee for the Eastern District of Missouri, had objected to the motion "unless complete and accurate monthly operating reports are filed" to cover the duration of the cases and unless all quarterly fees due to her are paid in full. About Roberts Hotels Hotel portfolios owned by St. Louis, Mo.-based Roberts Cos. have filed separate Chapter 11 bankruptcy petitions. The hotels are among those involved in a lawsuit Bank of America filed against Roberts Cos. in April 2012. BofA alleges Roberts Cos. defaulted on a loan to renovate six hotels it owns outside of Missouri and owes more than $34 million. The hotels are located in Tampa, Atlanta, Dallas, Houston, Shreveport, La., and Spartanburg, S.C. Roberts Hotels Dallas LLC, which operates as a Courtyard by Marriott at 2383 Stemmons Trail in Dallas, filed for Chapter 11 bankruptcy (Bankr. E.D. Mo. Case No. 12-45017) on May 23, 2012, estimating $1 million to $10 million in assets, and $10 million to $50 million in debts. Roberts Hotels Atlanta LLC, dba Clarion Hotel Atlanta, filed for Chapter 11 (Bankr. E.D. Mo. Case No. 12-44493) on May 9, 2012, estimating $1 million to $10 million in assets, and $10 million to $50 million in debts. Roberts Hotels Shreveport LLC, also under the Clarion flag, sought Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 12- 44495) on May 9, estimating under $10 million in assets and between $10 million and $50 million in debts. Roberts Hotels Spartanburg LLC, which owns the Clarion Hotel, formerly named Radisson Hotel & Suites Spartanburg, filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-43756) on April 19, 2012. It scheduled $3,028,820 in assets and $34,775,209 in debts. Roberts Hotels Houston LLC, dba Holiday Inn Houston, filed for Chapter 11 (Bankr. E.D. Mo. Case No. 12-43590) on April 16, 2012, listing under $50,000 in assets and up to $50 million in debts. Roberts Hotels Tampa LLC, which owns the Comfort Inn hotel at 820 East Busch Blvd. in Tampa, filed for Chapter 11 Bankr. E.D. Mo. Case No. 12-44391) on May 7, estimating assets between $1 million and $10 million and debts between $10 million and $50 million. A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, serves as the Debtors' counsel. The petitions were signed by Mike Kirtley, chief operating officer. On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss. Case No. 11-04341), estimating both assets and debts of between $1 million and $10 million. John D. Moore, P.A., represents the Debtor. The cases are jointly administered. ROSETTA GENOMICS: Provides Product Pipeline Update -------------------------------------------------- Rosetta Genomics Ltd. announced details regarding the Company's plans to advance its proprietary microRNA platform technologies in diagnostics and therapeutics. "Rosetta Genomics continues to set the pace in developing and commercializing microRNA-based technologies. We have the most validated microRNA biomarker platform with approximately 50 peer- reviewed publications relating to our platform and have recently rejuvenated our research and development efforts to leverage this leading and versatile platform," stated Kenneth A. Berlin, president and chief executive officer of Rosetta Genomics. "We are moving forward on a variety of important projects to provide clinicians with better tools to improve patients' lives in a number of areas of unmet medical need with an aim to commercialize one new assay per year commencing in 2015." A complete copy of the press release is available for free at: http://is.gd/KwQO37 About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics disclosed a net loss of US$10.45 million on US$201,000 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of US$8.83 million on US$103,000 of revenue during the prior year. As of June 30, 2013, the Company had $30.28 million in total assets, $2.34 million in total liabilities and $27.93 million in total shareholders' equity. Bankruptcy Warning In its annual report for the year ended Dec. 31, 2012, the Company said: "We will require substantial additional funding and expect to augment our cash balance through financing transactions, including the issuance of debt or equity securities and further strategic collaborations. On December 7, 2012, we filed a shelf registration statement on Form F-3 with the SEC for the issuance of ordinary shares, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, with a total value of up to $75 million, from time to time at prices and on terms to be determined at the time of such offerings. The filing was declared effective on December 19, 2012. However there can be no assurance that we will be able to obtain adequate levels of additional funding on favorable terms, if at all. If adequate funds are not available, we may be required to: * delay, reduce the scope of or eliminate certain research and development programs; * obtain funds through arrangements with collaborators or others on terms unfavorable to us or that may require us to relinquish rights to certain technologies or products that we might otherwise seek to develop or commercialize independently; * monetizing certain of our assets; * pursue merger or acquisition strategies; or * seek protection under the bankruptcy laws of Israel and the United States." SAGITTARIUS RESTAURANTS: Moody's Affirms Caa1 Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service affirmed Sagittarius Restaurants LLC's Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, and B2 senior secured bank facility rating following the company's announcement that it is amending the terms of its bank facility and increasing the term loan. The rating outlook was changed to positive. Sagittarius operates and franchises Mexican quick service restaurants under the Del Taco brand name. Sagittarius is proposing to amend its bank facility -- which consists of a $40 million revolving credit facility due 2018 and an outstanding $158 million term loan due 2018 -- and increase the term loan to $210 million. There is no change to the maturity dates. Proceeds of the add-on will be used to redeem a portion of the company's outstanding 13% PIK Opco subordinated notes. In addition, the company is seeking to reduce the interest rate on the term loan to L+425 bps with a 1% floor (from L+500 bps and a 1.25% floor) and replace its senior leverage and adjusted leverage ratio with a total leverage ratio. The revision of the rating outlook to positive reflects Sagittarius' improved operating performance, benefits of the proposed amendment, and further reduction of its high coupon PIK debt. In 2012 -- 2013 Sagittarius embarked upon a strategy to improve its traffic patterns and same store sales by creating a better customer experience, changing advertising to focus on the company's "fresh" ingredients and making changes to its menu. These efforts have resulted in higher total revenue, improved same store sales at both company-owned and franchise stores, double digit EBITDA growth in the fourth quarter 2013 and through the first eight weeks of 2014. Ratings affirmed: Corporate family rating at Caa1 Probability of default rating at Caa1-PD $40 million first lien senior secured revolving credit facility due 2018 at B2 (LGD 3, 30% from LGD 2, 25%) Amended $210 million first lien senior secured term loan due 2018 at B2 (LGD 3, 30% from LGD 2, 25%) Ratings Rationale The Caa1 Corporate Family Rating reflects the company's high financial leverage and modest interest coverage. Moody's expects Sagittarius' pro forma debt to EBITDA will approximate 6.5 times and EBITA/interest expense will be about 1.2 times over the next 12 to 18 months (including Moody's standard adjustments which are primarily operating lease adjustments for this issuer). Despite Moody's expectation that EBITDA will grow modestly over this time period reflecting the aforementioned operating improvements and the opening of additional company-owned and franchised stores, the company's leverage is not expected to improve materially because of the accretion on the high coupon (13%) PIK notes at both its operating and holding companies. The Caa1 Corporate Family Rating also incorporates Del Taco's small size and revenue base, single concept profile and geographic concentration in one state (California) that has exhibited higher than average unemployment. Supporting the rating is the improved operating performance, higher earnings and positive same store sales growth which have helped improve the company's leverage and coverage metrics. Sagittarius' same stores sales at its company-owned stores has been positive over the past seven quarters, and past two quarters at its franchised locations. These results have come from the store re-fresh and operational changes that were primarily finished in 2013. In the fourth quarter 2013, Sagittarius' EBITDA grew about 15% and 20% for the first 8 weeks of 2014. The rating also considers Del Taco's good brand recognition as a niche regional Mexican fast food concept and strong free cash flow after mandatory amortization and maintenance capex, which benefits from the presence of PIK notes in the capital structure. The positive rating outlook reflects Moody's expectation that the company's restaurant revitalization initiatives will help drive improvements in comparable restaurant sales such that EBITDA improves over the first three quarters of 2014. Positive rating pressure could develop if the company is able to continue the positive trends in traffic, average check and same store sales. Quantitatively, debt to EBITDA would need to be maintained on a sustainable basis at below 6.5 times and EBITA to Interest materially above 1.0 times while maintaining positive free cash flow. The ratings could be pressured if comparable restaurant sales turn negative or debt to EBITDA materially increases from current levels. A downgrade could also occur in the event liquidity was to deteriorate. The principal methodology used in this rating was the Global Restaurant Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Sagittarius Restaurants LLC, headquartered in Lake Forest, California, operates and franchises Mexican quick service restaurants under the Del Taco brand name. The company has 300 company-operated and 247 franchised units in 18 states and reported revenues of approximately $369 million for the fiscal year ended December 31, 2013 (about $623 million of system-wide sales). Sagittarius is owned by a consortium of private equity firms, including Goldman Sachs Mezzanine Partners, Charlesbank Capital Partners and Leonard Green & Partners. SHEBA REALTY: Objection to ADHY Claim for Default Rate Sustained ---------------------------------------------------------------- In the Chapter 11 case of Sheba Realty Corp., secured creditor ADHY Advisor, LLC holds a first mortgage on certain of the Debtor's real property located in Manhattan. After the Debtor filed for bankruptcy, ADHY filed Claim #3, a secured claim, in the amount of $3,167,017.81, which includes accumulated interest at the rate of 20% running from approximately April, 2010 through the date that Claim #3 was filed. This rate represents the default interest rate under ADHY's mortgage with the Debtor. Nevertheless, the Debtor proposed a plan of reorganization that aims to leave ADHY unimpaired under 11 U.S.C. Sec. 1124 (and thus ineligible to vote against the plan under 11 U.S.C. Sec. 1126(f)) by paying ADHY in full, on the effective date of the plan, the total sum of $2.39 million, consisting of: (1) $2,045,039.15 in principal and (2) $344,960.85 in interest at the non-default contract rate of 5.625%. ADHY filed an objection to the Debtor's plan and disclosure statement, stating that the Debtor cannot confirm a plan that pays ADHY anything less than the default interest rate of 20%. The Debtor filed a partial objection to Claim #3, which objected to the claim to the extent that it claims interest at 20%, rather than the pre-default rate of 5.625%. The Debtor also objects to certain late fees and other related charges. In a March 27, 2014 Memorandum of Decision available at http://is.gd/FFREWLfrom Leagle.com, Bankruptcy Judge Dorothy Eisenberg ruled that the Debtor's objection to ADHY's claim will be sustained. The final hearing on confirmation of the Debtor's plan and approval of the disclosure statement will be adjourned to a future date. Sheba Realty Corp. filed for Chapter 11 bnakruptcy (Bankr. E.D.N.Y. Case No. 12-75455-dte) on Sept. 7, 2012. The Debtor filed its plan and disclosure statement on March 11, 2013. The plan proposes to pay all creditors in full. Particularly, the plan aims to leave ADHY unimpaired (and thus ineligible to vote against the plan) by paying ADHY in full, on the effective date of the plan, the total sum of $2.39 million, consisting of: (1) $2,045,039.15 in principal and (2) $344,960.85 in interest at the non-default contract rate of 5.625%. On April 2, 2013, the Bankruptcy Court entered an order conditionally approving the Debtor's disclosure statement, and setting a consolidated hearing on final approval of the disclosure statement and confirmation of the plan. On April 15, 2013, ADHY filed an objection to the Debtor's plan and disclosure statement, stating that the Debtor cannot confirm a plan that pays ADHY anything less than the default rate of 20%. The Debtor states that it has accumulated sufficient funds to pay ADHY, and the Debtor's sole shareholder, Ladan Sohayegh, is contributing $2.4 million in exit financing, which she borrowed against other properties she owns. The money will be held in escrow pending the confirmation hearing. The plan proposes that the confirmation order will direct dismissal of the Foreclosure Action and satisfaction of ADHY's mortgage. The Debtor promptly filed a partial objection to Claim #3, which objects to the claim only to the extent that it seeks interest at 20%, rather than the regular rate of 5.625%. The Debtor also objects to certain late fees and related charges. The parties have submitted various briefs, affirmations, exhibits, and memoranda of law in support of their respective contentions, all of which have been read and considered. The Court has held various hearings in this matter, the most important of which was an evidentiary hearing on January 9, 2014. At that hearing, the Court received documentary evidence and heard testimony from Mr. Sohayegh, Mr. Siminou, and Mr. Dishi. The matter was marked submitted, and the Court indicated that matters concerning approval of the Debtor's disclosure statement and confirmation of its plan would be adjourned to a date following the Court's disposition of the issues surrounding ADHY's claim. J. Ted Donovan, Esq.; and Kevin J Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, serve as counsel to Sheba Realty Corp. Richard J. Pilson, Esq., at Berliner & Pilson, in Great Neck, NY, represents ADHY Advisors, LLC. SOUND SHORE: Panel Can Hire Deloitte as Financial Advisor --------------------------------------------------------- The Official Committee of Unsecured Creditors of Sound Shore Medical Center of Westchester and its debtor-affiliates sought and obtained authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Deloitte Transactions and Business Analytics LLP as financial advisor to the Committee, nunc pro tunc to Dec. 29, 2013. The Committee, among other things, requires Deloitte Transactions to: (a) assist the Committee in connection with its assessment of the Debtors' cash and liquidity requirements, as well as the Debtors' financing requirements; (b) assist the Committee in connection with its evaluation of the Debtors' key employee retention plans, compensation and benefit plans and other incentive or bonus plans, if any; (c) assist the Committee in connection with its evaluation of the Debtors' Statements of Financial Affairs and supporting schedules, executory contracts and claims; Deloitte Transactions will be paid at these hourly rates: Partner/Principal/Director $500 Senior Manager $400 Manager $300 Staff and Senior Associates $200 Paraprofessionals $100 Deloitte Transactions will also be reimbursed for reasonable out- of-pocket expenses incurred. Daniel S. Polsky, director of Deloitte Transactions, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Sound Shore Medical Center Sound Shore Medical Center of Westchester, Mount Vernon Hospital Inc., Howe Avenue Nursing Home and related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29, 2013, in White Plains, New York. The Debtors were the largest "safety net" providers for Southern Westchester County in New York. Affiliated with New York Medical College, Sound Shore is a not-for-profit 242-bed, community based- teaching hospital located in New Rochelle, New York. Mountain Vernon Hospital is a voluntary, not-for-profit 176-bed hospital located in Mount Vernon, New York. Howe Avenue Nursing Home is a 150-bed, comprehensive facility. The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C. as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors; and GCG Inc., as claims agent. Alston & Bird LLP represents the Official Committee of Unsecured Creditors. Deloitte Financial Advisory Services LLP serves as the Committee's as financial advisor. Sound Shore disclosed assets of $159.6 million and liabilities totaling $200 million. Liabilities include a $16.2 million revolving credit and a $5.8 million term loan with Midcap Financial LLC. There is $9 million in mortgages with Sun Life Assurance Co. of Canada (US) and $11.5 million owing to the New York State Dormitory Authority. Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the patient care ombudsman for Sound Shore. The Debtors filed for bankruptcy to sell their assets, including their hospital and nursing home operations, to the Montefiore health system. On Aug. 8, 2013, the Bankruptcy Court entered an order, as affirmed and ratified by a Supplemental Sale Order entered on Oct. 15, 2013, approving the sale to Montefiore New Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc., Montefiore Mount Vernon Hospital, Inc. and certain related affiliates. In June 2013, Montefiore added $4.75 million to its purchase offer to speed up the sale. Montefiore raised its bid to $58.75 million plus furniture and equipment as part of a request for a private sale of the hospitals. On Nov. 6, 2013 at 12:01 a.m. the closing of the Sale occurred and the sale became effective. Montefiore is represented by Togut, Segal & Segal LLP. SPECTRASCIENCE INC: Discloses 2013 Q2 Financials, Bond Default -------------------------------------------------------------- SpectraScience, Inc., filed with the Securities and Exchange Commission its Form 10-Q Quarterly Report for the quarterly period ended June 30, 2013. SpectraScience said net loss narrowed to $663,930 for the three months ended June 30, 2013, from a net loss of $5,527,908 for the same period in 2012. The company said net loss was $3,287,026 for the six months ended June 30, 2013, from a net loss of $8,679,909 for the same period in 2012. Revenues were $120,000 for the three months ended June 30, 2013, from $310,125 for the same period in 2012. Revenues were $120,000 for the six months ended June 30, 2013, from $310,125 for the same period in 2012. Total assets were $2,187,785 and total liabilities, all current, were $6,273,212 at June 30, 2013. Since 1996, SpectraScience has focused primarily on developing the WavSTAT Optical Biopsy System. As of June 30, 2013, the Company had a working capital deficit of $5,730,267 and cash and cash equivalents of $5,394, compared to a working capital deficit of $3,340,787 and cash and cash equivalents of $90,192 as of December 31, 2012. In December 2011, the Company entered into an Engagement Agreement with Laidlaw & Company (UK) Ltd., which Engagement Agreement was amended in July 2012. Under the Engagement Agreement, Laidlaw agreed to assist the Company in raising up to $20.0 million in capital over a two year period from the date of the Engagement Agreement. During the six months ended June 30, 2013, the Company raised $692,560, net of transaction costs, under this agreement. Subsequent to June 30, 2013, the Company has engaged another agent to assist the Company with raising capital and has commenced raising capital on its own. However, if the Company does not receive additional funds in a timely manner, the Company could be in jeopardy as a going concern. The Company may not be able to find alternative capital or raise capital or debt on terms that are acceptable. Management believes that if the events defined in the Engagement Agreement occur as expected, or if the Company is otherwise able to raise a similar level of funds, such proceeds will be sufficient to allow the Company to sustain operations until it attains profitability and positive cash flows from operations. However, the Company may incur unknown expenses or may not be able to meet its revenue expectations requiring it to seek additional capital. In such event, the Company may not be able to find capital or raise capital or debt on terms that are acceptable. The Company expects to incur significant additional operating losses through at least the end of 2013, as it completes proof-of- concept trials, conducts outcome-based clinical studies and increases sales and marketing efforts to commercialize the WavSTAT4 Systems in Europe. If the Company does not receive sufficient funding, there is substantial doubt that the Company will be able to continue as a going concern. The Company may incur unknown expenses or may not be able to meet its revenue forecast, and one or more of these circumstances would require the Company to seek additional capital. The Company may not be able to obtain equity capital or debt funding on terms that are acceptable. Even if the Company receives additional funding, such proceeds may not be sufficient to allow the Company to sustain operations until it becomes profitable and begins to generate positive cash flows from operations. SpectraScience also said the holders of Convertible Debentures control the conversion of the Convertible Debentures and certain of the Convertible Debentures were not converted at their maturity constituting a potential default on the matured, but unconverted, Convertible Debentures. The holders of these unconverted Convertible Debentures have the option to declare their Convertible Debentures in default. In the event of such default, principal, accrued interest and other related costs are immediately due and payable in cash. As of June 30, 2013, Convertible Debentures with a face value of $566,319 held by 15 individual investors are in default. None of these investors have served notice of default on the Convertible Debentures held by them. A copy of the Company's Form 10-Q Report is available at http://is.gd/edFs3K About SpectraScience SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical device company that designs, develops, manufactures and markets spectrophotometry systems capable of determining whether tissue is normal, pre-cancerous or cancerous without physically removing tissue from the body. The WavSTAT(TM) Optical Biopsy System uses light to optically scan tissue and provide the physician with an immediate analysis. As reported in the TCR on April 25, 2013, McGladrey LLP, in Des Moines, Iowa, in its report on the Company's financial statements for the year ended Dec. 31, 2012, said the Company has suffered recurring losses from operations and its ability to continue as a going concern is dependent on the Company's ability to attract investors and generate cash through issuance of equity instruments and convertible debt. "This raises substantial doubt about the Company's ability to continue as a going concern." On Feb. 3, 2014, SpectraScience dismissed McGladrey as the Company's independent registered accounting firm effective immediately, and engaged HJ Associates & Consultants, LLP, as replacement accounting firm. SPENDSMART PAYMENTS: Obtains $3.6 Million From Private Placement ---------------------------------------------------------------- The SpendSmart Payments Company entered into subscription agreements with accredited investors pursuant to which the Company issued 1,195,499 shares of the Company's Series C Convertible Preferred Stock and warrants to purchase 4,781,996 shares of the Company's common stock, exercisable during the five-year period commencing on the date of issuance at $1.10 per share. This offering resulted in gross proceeds to the Company's of approximately $3,586,455. The placement agent, a FINRA registered broker-dealer, in connection with the financing received a cash fee totaling $358,645 and will receive warrants to purchase up to 119,550 shares of common stock at an exercise price of $1.265 per share as compensation. The Series C Preferred Stock and the Warrants were offered and sold without registration under the Securities Act of 1933, as amended in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder. On March 6, 2014, the Company filed an amendment to the Certificate to Set Forth Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of its Series C Convertible Preferred Stock with the Secretary of State of the State of Colorado to amend our articles of incorporation. The Amendment related to increasing the total number of Series C Preferred Stock authorized to be issued to 3,342,425 in the aggregate. Additional information is available for free at: http://is.gd/l8SycO About SpendSmart San Diego, Cal.-based The SpendSmart Payments Company is a Colorado corporation. Through the Company's subsidiary incorporated in the state of California, The SpendSmart Payments Company, the Company issues and services prepaid cards marketed to young people and their parents. The Company is a publicly traded company trading on the OTC Bulletin Board under the symbol "SSPC." The Spendsmart Payments incurred a net loss and comprehensive loss of $12.58 million on $1.02 million of revenues for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of $21.09 million on $1 million of revenues during the prior year. As of Sept. 30, 2013, the Company had $1.27 million in total assets, $1.39 million in total liabilities, all current, and a $123,174 total stockholders' deficit. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred net losses since inception and has an accumulated deficit at Sept. 30, 2013. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. ST. JOSEPH'S HOSPITAL: Moody's Rates Series 2014A Bonds 'Ba2' ------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to St. Joseph's Hospital Health Center's Series 2014A fixed rate bonds to be issued through the Onondaga Civic Development Corporation. The outlook is negative. At this time, Moody's are affirming the Ba2 rating on the existing bonds. Issue: Tax-Exempt Revenue Bonds, Series 2014A Rating: Ba2 Sale Amount: $69,760,000 Expected Sale Date: April 16,2014 Rating Description: Revenue: Other Summary Ratings Rationale: While St. Joseph's has taken a number of positive steps to reduce liquidity risk and improve operating margins, the negative outlook primarily reflects risks related to a major information systems installation, including possible slowdown in collections and higher-than-expected implementation costs. Our expectation is that the hospital will successfully market the Series 2014 bonds. The hospital's recent improvement in operating margins and current liquidity level would allow it to absorb the projected interest rate on the Series 2014 bonds and have adequate headroom under existing covenants (noted below) if unchanged. The financing will fully refinance a high-risk bank line that has on-demand repayment terms. The Ba2 rating reflects the hospital's high leverage, low liquidity, and heightened liquidity risks over the next 6-8 months related to installing a major information system and finishing construction of a new patient tower. A downgrade is precluded at this time based on the hospital's increasing market share in profitable service lines, margin improvement in fiscal year 2013, and increased financial rigor and disclosure with the arrival of a new Chief Financial Officer last fall. St. Joseph's is implementing tangible and realizable cost reductions and revenue enhancements, supporting further expected improvement in margins. Challenges -- A major information systems installation in the spring of 2014 elevates liquidity risk from a potential slowdown in collections and higher-than-expected costs. -- Including the current financing, debt measures are weak with very high proforma debt-to-cashflow of over 9 times and low maximum annual debt service coverage of 1.5 times, based on Moody's calculation using unaudited 2013 results. -- The system's operating and operating cashflow margins are low, averaging 0-1% and 4-5%, respectively, prior to 2013, reflecting underperformance given relatively favorable market and hospital- specific characteristics that suggest the hospital should be achieving higher margins. System cash flow margins for fiscal year 2013 improved to 6.8%. -- The market is competitive with the combined SUNY Upstate facilities approaching St. Joseph's market shares in key services and a physician market that historically has been fluid with largely independent specialty groups. -- St. Joseph's has a weak cash position of 70 days of cash on hand as of December 31, 2013 for the system, above the prior yearend primarily because of draws on a line of credit for capital and grants or gifts. Cash-to-direct debt on a proforma basis is low at 33%. Strengths -- Inpatient market share has grown significantly to 35% in 2013 from 31% in 2009 due to physician recruitment including several large physician groups shifting alliances to St. Joseph's. The hospital has distinctly leading or dominant market share in profitable service lines including invasive cardiology and orthopedic surgery, both of which have experienced significant growth. -- Revenue growth was strong at 10% in fiscal year 2012 and over 8% in fiscal year 2013, reflecting notable volume increases and a comparatively favorable commercial reimbursement market. -- The hospital is implementing sizable cost reductions and revenue enhancements that should support further margin improvement. Some of the benefits are not included in the budget, which provides flexibility to offset unexpected shortfalls. -- Strict certificate of need regulations exist in New York, which limits new competitive threats. -- The investment allocation is conservative with all investments in cash or fixed income. -- Although a short tenure, a new Chief Financial Officer brings greater financial discipline, improved disclosure and focus on cost reductions. Outlook The negative outlook reflects the risk of worse-than-projected liquidity stress related to the information systems installation, including higher-than-expected costs and slowdown in collections, and/or the completion of the patient tower. The negative outlook also reflects the more remote risk that the hospital will be unable to secure long-term financing to replace the bank line at expected rates and/or current covenant terms. What Could Make The Rating Go UP With a negative outlook, a rating upgrade is unlikely in the near- term. A higher rating would be considered with operating margins sustained at higher than historical averages and unrestricted investments increasing to levels more consistent with medians, the tower project and IT installation are completed on time and on budget, a permanent long-term financing is secured at favorable terms, and volumes are at least stable. What Could Make The Rating Go DOWN A rating downgrade will be considered if there is no improvement in margins in 2014 relative to 2013 levels, cash declines below what is projected in 2014, there are additional constraints on or contraction of liquidity, or the hospital issues more debt than currently anticipated. The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. STAG INDUSTRIAL: Fitch Rates $139MM Preferred Stock 'BB' -------------------------------------------------------- Fitch Ratings has assigned a 'BBB-' credit rating to STAG Industrial Operating Partnership, L.P.'s $150 million unsecured term loan that closed on March 27, 2014. Fitch currently rates STAG Industrial, Inc. (NYSE: STAG) and its operating partnership, STAG Industrial Operating Partnership, L.P. (collectively, STAG or the company) as follows: STAG Industrial, Inc. -- Issuer Default Rating (IDR) 'BBB-'; -- $139 million preferred stock 'BB'. STAG Industrial Operating Partnership, L.P. -- $200 million senior unsecured revolving credit facility 'BBB-'; -- $400 million senior unsecured term loans 'BBB-'. The Rating Outlook is Positive. On March 27, 2014, STAG Industrial closed on a new $150 million unsecured term loan with a seven-year term. The loan matures on March 21, 2021 and has a feature that allows the company to request an increase in total commitments to $250 million, subject to certain conditions. The company has 12 months to draw the funds and none were drawn at the closing. At STAG's election, borrowings under the term loan bear interest at a floating rate plus a spread over either the Eurodollar rate or the base rate. The spread depends upon the company's leverage ratio and ranges from 1.70% to 2.30% for Eurodollar rate based borrowings and from 0.70% to 1.30% for base rate based borrowings. At March 21, 2014, the spread on the term loan was 1.70%. KEY RATING DRIVERS The ratings reflect STAG's credit strengths, which include low leverage and strong fixed charge coverage for the rating, excellent liquidity and its sizable unencumbered asset pool. These credit positives are balanced by the company's portfolio concentration in secondary industrial markets, short operating history as a public company and less diverse sources of capital pending evidence of STAG's ability to issue unsecured bonds. LOW LEVERAGE STAG's leverage was 5.2 times (x) based on an annualized run rate of STAG's recurring operating EBITDA for the quarter ending Dec. 31, 2013, which is strong for the 'BBB-' rating. This compares with 6.3x on an annualized basis for the quarter ending Dec. 31, 2012, which was elevated due to debt issued late in the quarter. Adjusting fourth quarter of 2013 (4Q'13) earnings for the impact of partial period acquisitions would reduce STAG's leverage to 4.9x. Fitch's projections anticipate that the company will sustain leverage of approximately 5.0x during the next three years on an annualized basis that includes a full-year's impact of earnings from projected acquisitions. STRONG FIXED-CHARGE COVERAGE STAG's fixed charge coverage was 3.0x for the year ending Dec. 31, 2013 compared to 2.3x in 2012. Fitch expects the company's fixed charge coverage to sustain at roughly 3.0x through 2015. EXCELLENT LIQUIDITY STAG had 60% availability under its $200 million unsecured revolving credit facility as of Dec. 31, 2013 and no debt maturities until 2016. Moreover, STAG's unencumbered assets, calculated as unencumbered net operating income (NOI) divided by a stressed capitalization rate of 9%, covered its unsecured debt by 2.9x in 4Q'13, which is strong for the current ratings. Fitch views the company's sizable unencumbered asset pool as a source of contingent liquidity that enhances STAG's credit profile. STRAIGHTFORWARD AND TRANSPARENT BUSINESS MODEL STAG has not made, nor does its business model contemplate, investments in ground-up development or unconsolidated joint venture partnerships. The absence of these items helps simplify the company's business model, improve financial reporting transparency and reduce potential contingent liquidity claims, which Fitch views positively. ADEQUATE TENANT GRANULARITY STAG's tenant roster is less granular than its industrial REIT peers, but it is adequately diversified on an absolute basis and relative to equity REITs, generally. The company's largest tenant comprised 2.7% of annualized base revenue (ABR) as of Dec. 31, 2013 and its top five and 10 tenants represented 9.6% and 16.7%, respectively of ABR. Fitch expects STAG's tenant concentration to decrease as the company acquires additional assets. SECONDARY MARKET LOCATIONS STAG strategically pursues assets in secondary markets given higher going-in yields and less competition for purchases. The company has only minimal exposure to what are traditionally considered the 'core' U.S. industrial and logistics markets, which include Chicago, Los Angeles/Inland Empire, Dallas - Fort Worth, Atlanta and New York/Northern New Jersey. Fitch views this as a credit negative given superior liquidity characteristics for industrial assets in 'core' markets - both in terms of financing and transactions. LIMITED PUBLIC COMPANY TRACK RECORD STAG has a limited track record as a public company, having gone public in 2Q'11. This track record is balanced by 1) the homogeneity of industrial properties, 2) management's prior experience successfully managing STAG's predecessor as a private company that dates back to 2004 and 3) management's extensive real estate and capital markets experience. UNPROVEN UNSECURED BOND ISSUER STAG has demonstrated its ability to access the unsecured bank debt market but has yet to issue unsecured bonds. The company had $250 million of unsecured term loans outstanding as of Dec. 31, 2013 and two series of perpetual preferred securities. Fitch views the lack of demonstrated access to unsecured bonds as a credit negative given the enhanced financial flexibility that this market affords corporate borrowers. PREFERRED STOCK NOTCHING The two-notch differential between STAG's IDR and preferred stock rating is consistent with Fitch's criteria for a U.S. REIT with an IDR of 'BBB-'. These preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. POSITIVE OUTLOOK The Positive Outlook is based on Fitch's expectation that STAG will demonstrate access to the unsecured bond market in the near- to-intermediate term, most likely through a private placement of senior unsecured notes. The Outlook also reflects Fitch's expectation that STAG will maintain leverage and coverage of approximately 5.0x and 3.0x, respectively, based on an annualized run rate of the most recent quarterly results, metrics that are consistent with a 'BBB' IDR. RATING SENSITIVITIES The following factors may have a positive impact on STAG's ratings and/or Outlook: -- Demonstrated access to the unsecured bond market; -- Fitch's expectation for leverage to sustain below 5.5x (leverage was 5.2x as of Dec. 31, 2013); -- Fitch's expectation for fixed charge coverage to sustain above 3.0x (coverage was 3.1x as of Dec. 31, 2013). The following factors may have a negative impact on the company's ratings and/or Outlook: -- Evidence of an inability by the company to access the unsecured bond markets; -- Fitch's expectation for leverage sustaining above 6.5x; -- Fixed charge coverage sustaining below 2.0x; -- A meaningful increase in the percentage of STAG's encumbered assets relative to gross assets. STAR DYNAMICS: Expiration of Whitney Bank Loan Extended to Aug. 12 ------------------------------------------------------------------ STAR Dynamics Corporation sought and obtained from the U.S. Bankruptcy Court for the Southern District of Ohio approval on an agreement with Whitney Bank: (a) for an extension of the expiration date of a certain letter of credit in favor of the Government of Israel from May 13, 2014 to August 12, 2014; and (b) to amend the Application and Agreement for Standby Letter of Credit between the Debtor and Whitney dated May 2008, as amended, relating to the Israel Letter of Credit, so as to permit the Debtor to increase the Israel Letter of Credit by $300,000 as and when required under the contract between the Debtor and the Government of Israel. In a mid-March 2014 ruling, Judge Charles M. Caldwell clarified that in connection with the changes to the Israel Letter of Credit, the priority of Whitney Bank's mortgage, security interests, and/or liens affecting the Debtor's property, and securing the Debtor's obligations with respect to the Israel Letter of Credit, will be fully preserved and maintained. About STAR Dynamics STAR Dynamics Corp. develops, sales, and services instrumentation radar systems for missile test ranges utilized by the United States and foreign governments. Located principally in Hilliard, Ohio, with satellite offices in Herndon, Virginia and Sandestin Florida, it has 112 full-time employees. STAR Dynamics filed a petition for Chapter 11 protection (Bankr. S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio, in part to halt a lawsuit by BAE Systems Plc. According to its first-day motions and as of Nov. 30, 2013, it has assets of $28,470,788.13, liabilities of $50,892,360.12 and gross sales of $8,140,140.93. In its schedules, the Debtor listed $12,138,334 in total assets and $50,740,343 in total liabilities. BAE is an American subsidiary of a global-level defense contractor based in Great Britain, with more than 50,000 employees world- wide. BAE has its headquarters in Arlington, Virginia, and like the Debtor, is engaged in the radar range business for the testing of missiles and other weaponry. Bankruptcy Judge Charles M. Caldwell oversees the case. Thomas R. Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle, Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's bankruptcy counsel. Michael J. Sullivan, Esq., Russell A. Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP, serve as special counsel with respect to litigation involving BAE Systems and with respect to the completion of prepetition patent work. Sagent Advisors LLC serves as financial advisor. STERLING BLUFF: Can Hire Counsel for Disputes With Club, Bank ------------------------------------------------------------- The Bankruptcy Court authorized Sterling Bluff Investors, LLC, to employ Kirk M. McAlpin, Jr., Esq., Lydia M. Hilton, Esq., and Derek S. Littlefield, Esq., at Cushing, Morris, Armbruster & Montgomery, LLP as special counsel. The Debtor believes it has several claims against Ford Plantation Club, Inc., including without limitation: 1. a breach of the 2008 turnover agreement and 2012 amendment thereto, between the Debtor, the Club and certain other parties, with respect to the Club's duties as to the marketing of the Debtor's lots and memberships and the creations of a sales incentive program; 2. the turnover of funds by the Club received from the sale of at least two memberships, which sale proceeds rightfully belong to the Debtor; and 3. possibly a claim for fraudulent inducement with respect to the 2008 turnover agreement and 2012 amendment. Furthermore, the Debtor also seek to explore whether the Coastal Bank has honored its contractual obligations and associated implied duty of good faith and fair dealing with respect to the Debtor's right for first refusal under the loan documents to buy the Debtor's note in the event the Bank offers it for sale. Prior to the filing, the attorneys represented the Debtor in connection with its disputes with the Bank and the Club. The hourly rates of CMAM's personnel are: Mr. McAlpin $420 Ms. Hilton $275 Mr. Littlefield $275 Attorneys $255 - $420 Paralegals $170 To the best of the Debtor's knowledge, CMAM has no interest adverse to the Debtor's estate. About Sterling Bluff Investors, LLC Sterling Bluff Investors, LLC, a Georgia limited liability company formed for the purpose of acquiring and owning lots in a subdivision known as the Ford Plantation, Bryan County, Georgia, and also certain club memberships in the Ford Plantation Club, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014. The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter, LLP, in Macon, Georgia. The Debtor estimated assets and debt of $10 million to $50 million. The petition was signed by Michael Greene, manager. The U.S. Trustee has not appointed an official committee of unsecured creditors. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. SWA BASELINE: U.S. Trustee Fails to Appoint Committee ----------------------------------------------------- The U.S. Trustee for Region 14 has notified the Bankruptcy Court that an official committee under Sec. 1102 of the Bankruptcy Code has not been appointed because an insufficient number of persons holding unsecured claims against SWA Baseline have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. About SWA Baseline SWA Baseline, LLC, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-01418) on Feb. 5, 2014. Andrew J. Briefer signed the petition as designated representative. Patrick A. Clisham, Esq., at Engelman Berger PC, in Phoenix, serves as the Debtor's counsel. The Hon. Brenda Moody Whinery oversees the case. TELESAT CANADA: Moody's Affirm 'B1' CFR; Outlook Developing ----------------------------------------------------------- Moody's Investors Service revised Telesat Canada's rating outlook to developing from positive in light of recent disclosure that Loral Space & Communications Inc (Loral), which holds a 62.8% economic interest and a 32.7% voting interest in Telesat, is evaluating strategic alternatives which may involve, through the sale of itself to a new owner, monetization of Loral's interest in Telesat. Telesat's B1 corporate family rating (CFR) and B1-PD probability of default rating (PDR) ratings were affirmed, as were ratings of the company's senior secured credit facility (Ba3), its senior unsecured notes (B3) and the company's speculative grade liquidity rating (SGL-1). Since Telesat is Loral's main asset, a strategic transaction taken by Loral has a significant probability of affecting Telesat's credit profile. Subject to agreement with Telesat's other owner, Canada's Public Sector Pension Investment Board (through PSP Investments, 35.3% economic interest, 67.3% voting interest [current and former members of Telesat's management team hold a 1.9% economic interest]), a purchaser could acquire Loral utilizing Telesat's credit capacity, which would be credit- negative for Telesat. However, it is not certain that Loral's activities will result in a tangible action, and Telesat's credit profile may remain unchanged. As the change in control provisions in Telesat's bank credit facility and publically traded notes allow certain types transactions without triggering a change in control "put", investors should not presume a put in the event of Telesat taking on additional debt. The following summarizes Moody's ratings and the rating actions for Telesat: Issuer: Telesat Canada Outlook: Changed to Developing from Positive Corporate Family Rating: Affirmed at B1 Probability of Default Rating: Affirmed at B1-PD Senior Secured Credit Facility: Affirmed at Ba3 (LGD3, 35%) Senior Unsecured Regular Bond/Debenture: Affirmed at B3 (LGD5, 88%) Speculative Grade Liquidity Rating: maintained at SGL-1 Ratings Rationale Telesat's B1 corporate family rating stems from the expectation that the company will operate with debt-to-EBITDA in the range of 5.2x-to-5.6x and free cash flow-to-debt in the range of 3%-to-6% over the rating horizon. The company's strong business profile, featuring a stable contract-based revenue stream with a nearly six-year equivalent revenue backlog of $5.0 billion that is booked with well-regarded customers, provides a solid positive consideration. While Telesat has very good liquidity and is expected to generate solid free cash flow, its future allocation is uncertain. Given the combination of tepid long term growth prospects, good free cash flow generation and the company's 2012 partially debt-financed shareholder return, the potential of re- levering to fund additional shareholder returns constrains the rating. Rating Outlook The outlook is developing because of recent disclosure that Loral Space & Communications Inc (Loral), which holds 62.8% economic interest and a 32.7% voting interest in Telesat, is evaluating strategic alternatives which may involve possible monetization of Loral's interest in Telesat through the sale of itself to a new owner. What Could Change the Rating - UP Presuming solid industry fundamentals, good execution, solid liquidity, and clarity on ownership strategy and leverage, Telesat's rating could be upgraded if Moody's expected Debt/EBITDA to be less than about 5x with Free Cash Flow to Debt in excess of about 7.5% (in both cases, on a sustained basis and incorporating Moody's standard adjustments). What Could Change the Rating - DOWN Telesat's rating could be downgraded if Moody's expected Debt/EBITDA to be greater than ~6x with Free Cash Flow to Debt less than 2.5% (in both cases, on a sustained basis and incorporating Moody's standard adjustments), most likely caused by debt incurred to fund shareholder returns. The principal methodology used in this rating was the Global Communications Infrastructure Rating Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Ottawa, Ontario, Canada, Telesat Canada (Telesat) is the world's fourth largest provider of fixed satellite services (FSS). The company's fourteen geosynchronous in-orbit satellites are concentrated in the Americas. Telesat also has interests in the Canadian payload on Viasat-1 (launched in December of 2011), and manages operations of additional satellites for third parties. TELX GROUP: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service has changed the outlook of The Telx Group, Inc. to negative from stable following Telx's announcement that it plans to issue incremental debt to fund a distribution to its equity sponsors. Moody's has affirmed the company's B3 corporate family rating (CFR) and B3-PD probability of default rating (PDR)and assigned B1 (LGD3-30%) ratings to the proposed $110 million senior secured first lien revolver due 2018 and $450 million senior secured first lien term loan due 2019 and a Caa1 (LGD5-78%) rating to the proposed $185 million senior secured 2nd lien term loan due 2020. The proceeds from the new credit facilities along with $78 million of unrated holding company notes will be used to pay down existing debt and fund a $150 million dividend to the company's equity sponsors. The outlook change reflects Moody's view that this additional debt will lead to an unreasonably thin equity base and potentially unsustainable capital structure, which is only tenable over the short term due to the current level of excess liquidity within the capital market. Moody's affirmation of Telx's B3 corporate family rating is predicated upon management's commitment to reduce capital intensity over the next two years such that the company will achieve positive free cash flow, improved interest coverage and a self-funding business model. Affirmations: Issuer: Telx Group Inc., The Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Assignments: Issuer: Telx Group Inc., The Senior Secured 1st Lien Bank Credit Facility, Assigned B1 (LGD3, 30 %) Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa1 (LGD5, 78 %) Outlook Actions: Issuer: Telx Group Inc., The Outlook, Changed To Negative From Stable Rating Rationale Telx's B3 rating reflects its high leverage and consistent negative free cash flow, which is primarily the result of its high capital intensity. The rating also incorporates Telx's small scale and aggressive financial policy as demonstrated by the recent dividend to its equity sponsors despite having persistent negative free cash flow since inception. These limiting factors are offset by Telx's stable base of contracted recurring revenues, its strategic real estate holdings in key communications hubs and the currently strong market demand for colocation services. The additional debt load resulting from the dividend will bring Telx's leverage towards the limit of the B3 rating category. Telx has not generated positive free cash flow over the past several years and the company has consistently funded its capital investment program with external borrowing. Moody's believes that given Telx's cash flow profile, the decision to fund a dividend will remove its financial flexibility for potential strategic investments. Data center companies have historically drawn high acquisition multiples in the mid-teen multiple of EBITDA range due to their impressive growth. However, rapid growth is not a permanent state and once growth slows the industry's equity multiple will compress and weaken the business case for investing in the datacenter business. The business could face significant default risk with its high leverage and negative free cash flow if the industry growth rates slow. Moody's acknowledges that capital intensity could improve in a slower growth environment, but this may not be enough to offset the resulting margin compression from industry price weakness and an unfavorable change in the supply/demand balance. The ratings for Telx's debt instruments comprise the overall probability of default of the company, to which Moody's assigns a PDR of B3-PD, an average family loss given default assessment and the composition of the debt instruments in the capital structure. The senior secured 1st lien credit facilities are rated B1 (LGD3- 30%), two notches higher than the CFR given the support provided by the Caa1 (LGD5-78%) rated senior secured 2nd lien term loan and the unrated holdco notes. The negative outlook reflects our expectation that the company's credit metrics will remain under pressure over the next 12-18 months given the higher leverage and persistent negative free cash flow. Moody's could raise Telx's ratings if the company transitioned to sustainable positive free cash flow, or if leverage were to trend comfortably below 6x on a sustainable basis amidst stable operations and adequate liquidity. The ratings could be lowered if liquidity were to become strained, if industry pricing were to deteriorate due to competitive pressure or if the company were to take on any additional debt. Moody's could also downgrade Telx's ratings if the company does not materially reduce its capital intensity. The principal methodology used in this rating was the Global Communications Infrastructure Rating Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in New York, NY, The Telx Group, Inc. is a provider of network-neutral, global interconnection and colocation services. The company operates 20 interconnection and colocation facilities in multiple regions across the United States. TRANSGENOMIC INC: Incurs $4 Million Net Loss in Fourth Quarter -------------------------------------------------------------- Transgenomic, Inc., reported a net loss available to common stockholders of $4.16 million on $6.21 million of net sales for the three months ended Dec. 31, 2013, as compared with a net loss available to common stockholders of $2.47 million on $7.29 million of net sales for the same period in 2012. For the 12 months ended Dec. 31, 2013, the Company reported a net loss of $16.71 million on $27.54 million of net sales as compared with a net loss available to common stockholders of $8.98 million on $31.48 million of net sales in 2012. The Company's balance sheet at Dec. 31, 2013, showed $30.27 million in total assets, $18.83 million in total liabilities and $11.44 million in stockholders' equity. Cash and cash equivalents were $1.6 million as of Dec. 31, 2013, compared with $4.5 million as of Dec. 31, 2012. "Transgenomic achieved a number of important milestones in 2013, including our entry into multiple strategic partnerships with world-class associates, including Amgen, PerkinElmer and PDI," said Paul Kinnon, president and chief executive officer. "Each of these partnerships is focused and designed to help us build and achieve our goal of maximizing the commercial potential of our molecular diagnostics portfolio by significantly expanding our global commercial reach in all of our business units." A copy of the press release is available for free at: http://is.gd/7d4KZn About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic incurred a net loss of $8.32 million in 2012, a net loss of $9.78 million in 2011 and a net loss of $3.13 million in 2010. As reported by the TCR on Feb. 13, 2013, Transgenomic entered into a forbearance agreement with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of Forest Laboratories, Inc., and successor-in-interest to PGxHealth, LLC, with an effective date of Dec. 31, 2012. TRIBUNE CO: Reports Fourth Quarter & Full Year 2013 Results ----------------------------------------------------------- Tribune Company on March 28 reported its results for the fourth quarter and year ended December 29, 2013. 52 Weeks (2013) vs. 53 Weeks (2012) The Company's fiscal year ends on the last Sunday in December. The fourth quarter and full year 2013 comprised a 13-week period and 52-week period, respectively. The Company's fourth quarter and full year 2012 comprised a 14- week period and 53-week period, respectively. The additional week increased consolidated operating revenues, operating expenses and operating profit by approximately 1.5%, 1% and 3%, respectively, in the full year 2012. Local TV The acquisition of Local TV closed on December 27, 2013 and the 2013 results reflect contributions from that business from the closing date through December 29, 2013. Local TV contributed $4 million of revenues and $2 million of Adjusted EBITDA to the fourth quarter and full year results for the Broadcasting segment. Fourth Quarter Consolidated Revenues in the fourth quarter of 2013 were $773 million compared to $871 million in the fourth quarter of 2012. This represented a decline of $97 million, or 11%. The fourth quarter of 2012 consisted of 14 weeks, while the fourth quarter of 2013 consisted of 13 weeks. The impact of the additional week in 2012 accounted for $46 million of the decline in revenues in the fourth quarter of 2013. Broadcasting Revenues were $267 million in the fourth quarter of 2013, a decline of $36 million compared to $303 million in the fourth quarter of 2012. The decline was primarily due to the impact of the additional week in 2012 of $14 million, lower political advertising revenues, as 2013 was an off-cycle election year, and a $10 million decrease in barter revenues, partially offset by a $7 million increase in retransmission consent revenues. The decline in barter revenues was primarily related to a change in the estimated value of barter programming. The decline in barter revenue had an offsetting decrease in barter programming expense, and thus had no impact on Adjusted EBITDA. Publishing Revenues in the fourth quarter of 2013 were $507 million, compared to $568 million the fourth quarter of 2012, a decline of $61 million. This decline was primarily due to the impact of the additional week in 2012 of $32 million, a $24 million decline in advertising revenue, a $6 million decline in commercial printing and delivery services and other, offset by a $4 million increase in circulation revenues. Consolidated Adjusted EBITDA declined to $255 million in the fourth quarter of 2013 from $288 million in the fourth quarter of 2012. For comparability purposes, Adjusted EBITDA in the fourth quarter of 2012 excludes $12 million related to the extra week during the period. Full Year 2013 Consolidated Revenues in the year ended December 29, 2013 were $2,903 million, compared to $3,145 million in the year ended December 30, 2012. This represented a decline of $241 million, or 7.7%. The full year 2012 results consisted of 53 weeks, while the full year 2013 results consisted of 52 weeks. The impact of the additional week in 2012 accounted for $46 million of the decline in revenues in 2013. Broadcasting Revenues were $1,014 million for the full year 2013, a decline of $127 million compared to $1,142 million reported in 2012. The decline was primarily due to a $52 million decline in advertising revenue net of agency commissions, a $48 million decrease in barter revenues, a $36 million decline in copyright royalties due to one-time royalties received in 2012 and the impact of the additional week in 2012 of $14 million. These declines were partially offset by a $25 million increase in retransmission consent revenues due to higher rates included in several retransmission consent agreement renewals. More than half of the decline in advertising revenue was attributable to lower political revenue, as 2013 was an off-cycle election year. The remainder of the decline in advertising revenue was primarily related to declines at WPIX-TV, New York resulting from lower ratings, lower Cubs baseball revenue at WGN-TV, Chicago and lower ratings and a weaker national scatter market at WGN America. The decline in barter revenues primarily related to a change in the estimated value of barter programming. The decline in barter revenue had an offsetting decrease in barter programming expense, and thus had no impact on Adjusted EBITDA. Publishing Revenues for the full year 2013 were $1,889 million, compared to $2,003 million in 2012, a decline of $114 million. The decline was primarily due to an $86 million reduction in advertising revenue, the impact of the additional week in 2012 of $32 million, a $10 million decline in commercial printing and delivery services, offset by a $12 million increase in circulation revenues. Consolidated Adjusted EBITDA declined to $787 million in 2013 from $832 million in 2012. For comparability purposes, Adjusted EBITDA for 2012 excludes $12 million related to the extra week during the period. Cash distributions from equity investments were $208 million in 2013 compared to $232 million in 2012. The distributions received in 2012 included $61 million that was related to dividends that were distributed to the Company in respect of prior periods. "Broadcasting revenue trends during the first three quarters were disappointing. However, in the fourth quarter, non-political core advertising revenue stabilized year over year. Our root challenges are definable and addressable and we have taken action. In the Publishing business, our operational actions have stabilized profitability and we are confident that we are building a solid foundation for this business's future. Overall we are excited by our prospects for Q1 and full year 2014," said Peter Liguori, Tribune Company President and Chief Executive Officer. About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. USEC INC: Sec. 341 Creditors' Meeting Set for April 8 ----------------------------------------------------- The U.S. Trustee will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of USEC Inc. on April 8, 2014, at 11:00 a.m. The meeting will be held at J. Caleb Boggs Federal Building, Room 5209, 844 King Street, in Wilmington, Delaware. About USEC Inc. USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del. Case No. 14-10475) on March 5, 2014. John R. Castellano signed the petition as chief restructuring officer. The Debtor disclosed total assets of $70 million and total liabilities of $1.07 billion. The Hon. Christopher S. Sontchi presides over the case. Latham & Watkins LLP acts as the Debtor's general counsel. Richards, Layton and Finger, P.A., serves as the Debtor's Delaware counsel. Vinson & Elkins is the Debtor's special counsel. Lazard Freres & Co. LLC acts as the Debtor's investment banker. AP Services, LLC, provides management services to the Debtor. Logan & Company Inc. serves as the Debtor's claims and noticing agent. Deloitte Tax LLP are the Debtor's tax professionals. The Debtor's independent auditor is PricewaterhouseCoopers LLP. KPMG LLP provides fresh start accounting services to the Debtor. VALITAS HEALTH: Term Loan Amendment No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Service said that Valitas Health Services, Inc.'s credit agreement amendment is credit positive, but does not impact the B3 Corporate Family Rating or the negative outlook. 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. Valitas Health Services, Inc., through its operating subsidiaries, Corizon, Inc. and Corizon Health, Inc., based in Brentwood, Tennessee, is a leading provider of contract healthcare services to correctional facilities owned or operated by state and local governments in United States. Valitas is majority owned by Beecken Petty O'Keefe & Company, a Chicago based private equity management firm. For the twelve months ended September 30, 2013, Valitas reported revenue of approximately $1.2 billion. VINCENT ANDREWS: Appeal Over McCarron & Pincay Judgments Tossed --------------------------------------------------------------- Connecticut District Judge Alvin W. Thompson tossed an appeal by Vincent Andrews and Robert Andrews from an order of the Bankruptcy Court for the District of Connecticut granting a motion for summary judgment to Christopher McCarron and Laffit Pincay, Jr. In 1989, Messrs. McCarron and Pincay filed actions against Andrews in the U.S. District Court for the Central District of California, bringing civil claims pursuant to the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. Sec. 1962, and state law claims for fraud. On July 30, 1992, a jury returned verdicts in favor of Messrs. McCarron and Pincay on both their RICO and state law claims. The jury awarded Messrs. Pincay and McCarron $670,685 and $313,841 in compensatory damages, respectively, and $2.1 million and $1.18 million in punitive damages, respectively. Messrs. McCarron and Pincay were directed to elect damages, and elected damages based on their RICO claims. On Oct. 28, 1993, judgment entered accordingly. On Feb. 28, 1994, Andrews filed voluntary Chapter 11 bankruptcy petitions in the Bankruptcy Court. On June 20, 1994, Messrs. McCarron and Pincay commenced adversary proceedings seeking a determination that the judgment debts were non-dischargeable under 11 U.S.C. Sec. 523(a)(2)(A), which provides that a debtor is not entitled to a discharge from any debt for money to the extent that it was obtained by false pretenses, a false representation or actual fraud. Specifically, Messrs. McCarron and Pincay asserted a claim in the First Amended Complaint for fraud under Sec. 523(a)(2)(A), described as fraudulent misrepresentation and concealment, alleging that Andrews "made false and fraudulent representations to the [Messrs. McCarron and Pincay], and the [Andrews] falsely and fraudulently concealed information from the [Messrs. McCarron and Pincay]." On Oct. 26, 1995, the Bankruptcy Court entered an order staying the proceedings until final and non-appealable judgments were entered in the California action. After further proceedings in the California District Court, that court entered a final judgment on the Messrs. McCarron and Pincay's RICO claims on Jan. 9, 1998. Andrews appealed to the United States Court of Appeals for the Ninth Circuit. On Feb. 6, 2001, the Ninth Circuit reversed the judgment because the RICO claims were barred by the statute of limitations, but did not disturb the jury verdicts on Messrs. McCarron and Pincay's state law claims. On July 3, 2002, the California District Court entered judgment in favor of Messrs. McCarron and Pincay on their state law claims. Andrews again appealed to the Ninth Circuit. On March 16, 2005, the Ninth Circuit affirmed the judgment on the state law claims. On appeal, Andrews argued that California's statute of limitations barred Messrs. McCarron and Pincay's claims. However, the Ninth Circuit concluded that Andrews' argument was in substance an untimely attack on the jury's findings and the jury instructions. On Jan. 13, 2006, the Bankruptcy Court lifted the stay. On March 21, 2007, Messrs. McCarron and Pincay filed a motion for summary judgment and Andrews filed a cross-motion for summary judgment, all pursuant to a stipulation entered into by the parties and approved by the Bankruptcy Court. On April 8, 2008, the Bankruptcy Court granted Messrs. McCarron and Pincay's motion for summary judgment, holding that the subject debts were non-dischargeable based on the collateral estoppel effect of the judgment previously entered in the California District Court. Specifically, the Bankruptcy Court concluded that the issue of whether Andrews committed fraud was already litigated and decided in the California action and was entitled to preclusive effect in the bankruptcy proceedings. The Bankruptcy Court informed the parties that its order constituted a final, appealable judgment. A copy of the District Court's March 26, 2014 Ruling is available at http://is.gd/y1IRTAfrom Leagle.com. Vincent S. Andrews and Robert L. Andrews are represented by Gregory W. Nye, Esq., at Bracewell & Giuliani, LLP, and Richard E. Weill, Esq., and Robert Silver, Esq., at Boies, Schiller & Flexner LLP. Christopher McCarron and Laffit Pincay, Jr., are represented by Irve J. Goldman, Esq., at Pullman & Comley. Vincent S. Andrews, Jr., Interested Party, is represented by James C. Graham, Esq., Neubert, Pepe & Monteith, P.C.; and Robert Silver, Esq., at Boies, Schiller & Flexner LLP. VINEYARD NAT'L: Entitled to Tax Refunds; FDIC Has Unsecured Claim ----------------------------------------------------------------- BRADLEY SHARP, AS LIQUIDATING TRUSTEE OF THE LIQUIDATING TRUST OF VINEYARD NATIONAL BANCORP, Plaintiff and Counter-Defendant, v. FEDERAL DEPOSIT INSURANCE CORPORATION, in its capacity as receiver for Vineyard Bank, National Association, Defendant and Counter- Plaintiff, Adv. No. 2:10-AP-01815RN (Bankr. C.D. Cal., May 5, 2010), raises five claims for relief that seek to disallow the claim of Defendant and Counter-Plaintiff FDIC-R, as receiver for Vineyard Bank, N.A., against the chapter 11 estate of Vineyard National Bancorp. Among other things, Count IV of the complaint asserts the Debtor's entitlement to certain tax refunds in connection with the Debtor and the Bank's consolidated tax returns for the tax year 2008. With its Amended Counterclaim to the Complaint, the FDIC-R rejects Plaintiff's position that the FDIC-R is merely an unsecured creditor of the Debtor's estate on account of the Bank's entitlement to the tax refunds and instead, asserts its right to the said tax refunds as property of the FDIC-R. In a March 28, 2014 Memorandum of Decision available at http://is.gd/fSUoyWfrom Leagle.com, Bankruptcy Judge Richard M. Neiter finds in favor of the Plaintiff on Count IV of the Complaint and against the Defendant on Count I of the Amended Counterclaim. The judge said the Debtor is entitled to the tax refunds and the Defendant is entitled to a general unsecured claim against the Debtor's estate. Rolf Woolner, Esq. -- rwoolner@winston.com -- and William R. Shafton, Esq. -- WShafton@winston.com -- at Winston & Strawn, LLP appeared on behalf of the Plaintiff. David A. Kettel, Esq. -- David.Kettel@kattenlaw.com -- and Jessica Mickelsen, Esq. -- jessica.mickelsen@kattenlaw.com -- at Katten Muchin Roseman, LLP appeared on behalf of the Defendant. About Vineyard National Vineyard National Bancorp -- http://www.vineyardbank.com/-- was the holding company for Vineyard Bank, National Association, which provides community banking services to businesses and individuals. Vineyard Bank was closed July 17, 2010, by regulators, which appointed the Federal Deposit Insurance Corporation as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with California Bank & Trust, San Diego, California, to assume all of the deposits of Vineyard Bank, N.A., excluding those from brokers. As of March 31, 2009, Vineyard Bank, N.A., had total assets of $1.9 billion and total deposits of roughly $1.6 billion. In addition to assuming all of the deposits of the failed bank, California Bank & Trust agreed to purchase roughly $1.8 billion of assets. The FDIC will retain the remaining assets for later disposition. California Bank & Trust purchased all deposits, except about $134 million in brokered deposits, held by Vineyard Bank, N.A. Vineyard National Bancorp filed for Chapter 11 on June 21, 2009 (Bankr. C.D. Calif. Case No. 09-26401). WAVE SYSTEMS: Appoints Silicon Valley Executives to Board --------------------------------------------------------- Wave Systems Corp. has named Lorraine Hariton and David Cote to its Board of Directors. Ms. Hariton and Mr. Cote each have over 25 years of technology industry experience, having led successful technology firms as CEO. Their appointments increase the size of Wave's Board to eight members. Ms. Hariton recently completed a five-year post serving as Special Representative for Commercial and Business Affairs at the U.S. Department of State in Washington, DC. Her prior experience included serving at the helm of venture capital technology companies, Apptera and Beatnik. She previously spent 15 years in sales and marketing leadership positions at IBM, followed by Network Computing Devices (NCD), a publicly traded thin-client company. Mr. Cote most recently led a four-year transformation of Symmetricom Inc., a network, data center and government systems solutions provider, before it was acquired by MicroSemi Corporation last year. In his prior role as CEO of Packeteer, Inc., a pioneer in WAN optimization, Mr. Cote achieved five years of record revenue and earnings growth, before successfully merging with Blue Coat in 2008. Wave Chairman John E. Bagalay, Jr. Ph.D., commented, "We're pleased to welcome both Dave and Lorraine to the Board as we seek to refocus our strategy in driving long-term growth and improved financial performance. As head of two Silicon Valley firms, Lorraine brought innovative products to market and successfully raised venture capital financing. She brought her business acumen to the public sector, launching highly successful global entrepreneurship programs while serving in the State Department. We also welcome Dave Cote, an accomplished high tech executive with a strong track record of instilling operational excellence within high tech firms. Together, the additions of Lorraine and Dave to the Wave Board are key elements in putting Wave on a path towards sustainable growth." Lorraine Hariton Career Highlights As Special Representative for Commercial and Business Affairs at the US Department of State, Ms. Hariton was responsible for driving the department's outreach to the global business community. She worked with US embassies around the world, ensuring support for business was a priority. She created numerous initiatives, including the Ambassador's Direct Line Program, the Global Entrepreneurship Program and ran many conferences and trade delegations. David Cote Career Highlights Mr. Cote recently served as CEO and President of Symmetricom, Inc., where he led a multi-year transformation including significant senior leadership additions and a simplified functional structure. Under his leadership, Symmetricom delivered record revenue and added new lines of business including the ChipScale Atomic Clock. Symmetricom was sold to MicroSemi Corporation last year. About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $33.96 million, as compared with a net loss of $10.79 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $12.03 million in total assets, $19.82 million in total liabilities and a $7.79 million total stockholders' deficit. KPMG LLP, in Boston Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Wave Systems Corp. has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. WALTER ENERGY: Bank Debt Trades at 3% Off ----------------------------------------- Participations in a syndicated loan under which Walter Energy Inc. is a borrower traded in the secondary market at 96.68 cents-on- the-dollar during the week ended Friday, March 28, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.78 percentage points from the previous week, The Journal relates. Walter Energy Inc. pays 575 basis points above LIBOR to borrow under the facility. The bank loan matures on March 14, 2018 and carries Moody's B3 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Walter Energy Inc. Walter Energy, Inc. is primarily a metallurgical coal producer with additional operations in metallurgical coke, steam and industrial coal, and natural gas. Headquartered in Birmingham, Alabama, the company generated $2 billion in revenue for the 12 months ended June 30, 2013. WEBSENSE INC: Moody's Lowers Corporate Family Rating to 'B3' ------------------------------------------------------------ Moody's Investors Service downgraded Websense, Inc.'s corporate family rating to B3 from B2 and downgraded the probability of default rating to B3-PD from B2-PD. The downgrade was driven by a proposed increase in debt to fund a shareholder distribution. Websense is owned by private equity firm, Vista Equity Partners. The first lien debt (which was upsized to fund the distribution) was downgraded to B1 from Ba3 and the second lien debt was downgraded to Caa2 from Caa1. The ratings outlook is stable. Ratings Rationale The downgrade reflects the increase in debt while the company is in early stages of restructuring the business. The increase in debt delays our original expectations for deleveraging by a year or more. Leverage is approximately 9x based on preliminary December 31, 2013 results (6.7x pro forma for the various restructuring plans underway). Though actual leverage has the potential to get to 6x in 2015, the company has considerable work to do to get there and free cash flow will likely be minimal in 2014. Deleveraging could be further delayed by acquisitions or additional shareholder distributions. Though declines in Websense's legacy web filtering business more than offset the growth in their Triton line in 2013 and previous years, Triton is growing at double digit levels and the company could show moderate net growth over the next two years. The ratings could be upgraded if free cash flow to debt is greater than 5%, leverage is on track to get to 6x or below and the company is able to grow net revenues. The ratings could be downgraded if leverage is above 8x or free cash flow is negative on other than a temporary basis. Liquidity is expected to be good supported by approximately $40 million of cash and an undrawn $40 million revolver. The following ratings were affected: Downgrades: Issuer: Websense Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD 1st Lien Senior Secured Revolving Bank Credit Facility, Downgraded to B1, LGD3, 32 from Ba3, LGD2, 29 2nd Lien Senior Secured Bank Credit Facility, Downgraded to Caa2, LGD5, 86 from Caa1, LGD5, 84 Outlook Actions: Issuer: Websense Inc. Outlook, Remains Stable The principal methodology used in this rating was the Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Websense, headquartered in San Diego, CA, is a provider of web, email and data security software and software based appliances. The company had 2013 revenues of approximately $360 million. WEST CORP: Elects Lee Adrean to Board of Directors -------------------------------------------------- The Board of Directors of West Corporation increased the size of the Board by one to a total of eight members and, following that increase, elected Lee Adrean as a member of the Board to a term expiring at the annual meeting of stockholders to be held in 2015. Since October 2006, Mr. Adrean has served as corporate vice president and chief financial officer of Equifax, Inc., an information services company. The Board has determined that Mr. Adrean is independent in accordance with the requirements of the NASDAQ Stock Market and has appointed Mr. Adrean to serve as a member of the Board's Audit Committee. Mr. Adrean will receive the compensation established by the Company from time-to-time for non-employee directors (excluding non-employee directors affiliated with the Company's sponsors), which currently includes an annual cash retainer fee of $75,000 and equity grant of shares of the Company's common stock with a fair market value equal to $100,000. There are no arrangements or understandings between Mr. Adrean and any other persons pursuant to which he was selected as a director, and Mr. Adrean has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. The Company's balance sheet at Sept. 30, 2013, showed $3.48 billion in total assets, $4.26 billion in total liabilities and a $782.60 million total stockholders' deficit. Bankruptcy Warning "If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its quarterly report for the period ended Sept. 30, 2013. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Omaha, Neb.-based business process outsourcer West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to B1 from B2. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company", stated Moody's analyst Suzanne Wingo. * PBOC Official Blogs Skepticism About Bitcoin ---------------------------------------------- Chao Deng, writing for The Wall Street Journal, reported that an official from China's central bank voiced his skepticism toward bitcoin on his personal microblogging account, a move that comes amid uncertainty around the digital currency's future in China. According to the report, Zhang Niannian likened bitcoin exchanges to "casinos" on Chinese microblogging website Sina Weibo in a post dated March 28. Mr. Zhang asked several rhetorical questions in his posting, including "Aren't you afraid that a bitcoin platform will leave with your money?" as well as, "Do you think the court would protect you?" "Cherish life, walk away from bitcoin," he added, the report cited. Chinese media reported that the People's Bank of China has ordered domestic banks to stop doing business with websites that trade in bitcoin, the report related. The price of bitcoin has fallen since the start of the year amid the collapse of Tokyo-based bitcoin exchange Mt. Gox, which had for a long time been the world's most prominent platform but which filed for bankruptcy protection on Feb. 28, saying it had lost hundreds of thousands of bitcoin, the report further related. About Mt. Gox Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter 15 of the U.S. Bankruptcy Code on March 9, 2014, days after the company sought bankruptcy protection in Japan. The bankruptcy in Japan came after the bitcoin exchange lost 850,000 bitcoins valued at about $475 million "disappeared." The Japanese bitcoin exchange that halted trading in February 2014. It filed for bankruptcy protection in the U.S. to prevent customers from targeting the cash it holds in U.S. bank accounts. The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229 (Bankr. N.D. Tex.). The Chapter 15 Petitioner is Robert Marie Mark Karpeles, the company's chief executive officer. Mr. Karpeles is represented by John E. Mitchell, Esq., and David William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas. The company said it has estimated assets of $10 million to $50 million and debts of $50 million to $100 million. * 4 Experts Share View on State of Corporate Restructuring ---------------------------------------------------------- The Wall Street Journal's Bankruptcy Beat noted that interest rates that remain near zero and debt maturities that have been pushed out to 2017 and 2018 have helped drive Chapter 11 filings to historic lows. Bankruptcy Beat asked restructuring experts if this difficult environment has put corporate restructuring on life support. (A) Adam J. Levitin, a professor of law at Georgetown University Law Center in Washington, D.C., told Bankruptcy Beat that: "in any given decade, there is also always an industry or two in the throes of financial distress for reasons unrelated to the business cycle, such as a secular shock to its business model because of a disruptive technology, an increase in foreign competition, or a mass tort. And then there are the airlines, which never seem to have a sustainable business model. Second, and more important, interest rates drive the bankruptcy-filing cycle. When rates are low, there is institutional investor demand for high- yield debt because of a need to meet investment hurdles. For example, a pension fund might need to make an 8% annual return. If investment grade debt won't produce such a return, then the pension fund will look to high- yield markets. Institutional investor demand for high- yield debt in a low-rate environment makes it easier for marginal businesses to obtain financing. When rates rise, however, institutional money jumps into investment grade debt, leaving marginal businesses unable to obtain fresh financing. As maturities come due, Chapter 11 filings mount." See http://is.gd/pb7tpm(subscription required) (B) Perry Mandarino, the U.S. Business Recovery Services leader for PricewaterhouseCoopers, noted that: "restructuring activity has become more transactional in nature. I believe debt-to-equity conversions may continue to occur at a more rapid rate. Traditional debt holders, who may not be natural owners, recognize the potential for value creation and are unwilling to allow junior creditors to share in the upside." He also said, "Lenders are also willing to provide extensions and covenant relief on debt payments and maturities as long as progress on the turnaround is evident. They are providing breathing room to companies commensurate with management's ability to deliver solid business plans and tangible progress in achieving growth. At the end of the day, it's all about finding the most effective paths to surfacing value and opening up liquidity in the market. See http://is.gd/1qdlrB(subscription required) (C) Marc Leder, co-chief executive officer of Sun Capital Partners Inc. of Boca Raton, Fla., said: "there are a number of alternatives for an underperforming business to begin a restructuring-fueled turnaround without having to seek Chapter 11 protection. In many cases, these alternative restructuring paths can be achieved more quickly and more cost-effectively." He also disclosed that "Every month at Sun Capital, we examine the operations and finances of nearly 70 companies that are for sale and need restructuring to improve performance. For investors who are willing to roll up their sleeves and do the work to improve the company's operations, there is ample opportunity to purchase companies at reasonable prices, work with management to fix the problems and then access the capital markets to fund the companies' growth." See http://is.gd/ivzQVMc(subscription required) (D) Sharon Levine, vice chair of Lowenstein Sandler LLP's national bankruptcy, financial reorganization and creditors' rights practice, told Bankruptcy Beat: "Despite the slowdown in total Chapter 11 filings in 2013, [the firm's] law practice and many others remained Fairly busy throughout 2013 and into the first quarter of 2014 through a combination of new filings by middle- market companies, out-of-court restructurings and residual workload from existing cases." See http://is.gd/UGuDzl(subscription required) * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE ALSWF US 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE OU1 TH 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE OU1 GR 142.1 (11.2) (6.3) ACHAOGEN INC AKAO US 13.8 (0.0) 2.1 ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE ADVS US 456.3 (111.8) (106.0) ADVENT SOFTWARE AXQ GR 456.3 (111.8) (106.0) AERIE PHARMACEUT AERI US 7.2 (22.4) (11.0) AERIE PHARMACEUT 0P0 GR 7.2 (22.4) (11.0) AGENUS INC AGEN US 34.8 (4.5) 17.9 AIR CANADA-CL A AC/A CN 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A AIDIF US 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A ADH TH 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A ADH GR 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B ADH1 TH 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B AIDEF US 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B ADH1 GR 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B AC/B CN 9,470.0 (1,397.0) 98.0 ALIMERA SCIENCES ASZ TH 19.6 (4.9) 13.7 ALIMERA SCIENCES ASZ GR 19.6 (4.9) 13.7 ALIMERA SCIENCES ALIM US 19.6 (4.9) 13.7 ALLIANCE HEALTHC AIQ US 515.6 (131.4) 61.3 AMC NETWORKS-A AMCX US 2,636.7 (571.3) 889.9 AMC NETWORKS-A 9AC GR 2,636.7 (571.3) 889.9 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIRLINE AAL US 42,278.0 (2,731.0) 517.0 AMERICAN AIRLINE A1G TH 42,278.0 (2,731.0) 517.0 AMERICAN AIRLINE AAL* MM 42,278.0 (2,731.0) 517.0 AMERICAN AIRLINE A1G GR 42,278.0 (2,731.0) 517.0 AMR CORP ACP GR 42,278.0 (2,731.0) 517.0 AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 AMYRIS INC AMRS US 198.9 (135.8) (0.4) ANGIE'S LIST INC 8AL GR 105.6 (18.5) (21.7) ANGIE'S LIST INC ANGI US 105.6 (18.5) (21.7) ARRAY BIOPHARMA AR2 TH 146.3 (5.4) 90.2 ARRAY BIOPHARMA AR2 GR 146.3 (5.4) 90.2 ARRAY BIOPHARMA ARRY US 146.3 (5.4) 90.2 ATLATSA RESOURCE ATL SJ 768.5 (14.1) 30.2 AUTOZONE INC AZO US 7,262.9 (1,710.3) (860.8) AUTOZONE INC AZ5 GR 7,262.9 (1,710.3) (860.8) AUTOZONE INC AZ5 TH 7,262.9 (1,710.3) (860.8) BARRACUDA NETWOR CUDA US 236.2 (90.1) (66.5) BARRACUDA NETWOR 7BM GR 236.2 (90.1) (66.5) BERRY PLASTICS G BP0 GR 5,264.0 (183.0) 681.0 BERRY PLASTICS G BERY US 5,264.0 (183.0) 681.0 BIOCRYST PHARM BCRX US 48.9 (1.1) 26.9 BIOCRYST PHARM BO1 GR 48.9 (1.1) 26.9 BIOCRYST PHARM BO1 TH 48.9 (1.1) 26.9 BRP INC/CA-SUB V BRPIF US 1,875.1 (63.7) 116.5 BRP INC/CA-SUB V DOO CN 1,875.1 (63.7) 116.5 BRP INC/CA-SUB V B15A GR 1,875.1 (63.7) 116.5 BURLINGTON STORE BUI GR 2,980.9 (215.8) 145.9 BURLINGTON STORE BURL US 2,980.9 (215.8) 145.9 CABLEVISION SY-A CVC US 6,591.1 (5,274.3) 283.4 CABLEVISION SY-A CVY GR 6,591.1 (5,274.3) 283.4 CAESARS ENTERTAI CZR US 24,688.9 (1,903.8) 1,239.5 CAESARS ENTERTAI C08 GR 24,688.9 (1,903.8) 1,239.5 CANNAVEST CORP CANV US 10.7 (0.2) (1.3) CANNAVEST CORP 0VE GR 10.7 (0.2) (1.3) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 15,097.3 (8,696.6) 753.7 CELLADON CORP CLDN US 24.6 (44.3) 20.1 CELLADON CORP 72C GR 24.6 (44.3) 20.1 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,213.7 (497.0) 141.2 CHOICE HOTELS CHH US 539.9 (464.2) 84.3 CHOICE HOTELS CZH GR 539.9 (464.2) 84.3 CIENA CORP CIEN US 1,800.6 (86.9) 800.8 CIENA CORP CIE1 TH 1,800.6 (86.9) 800.8 CIENA CORP CIEN TE 1,800.6 (86.9) 800.8 CIENA CORP CIE1 GR 1,800.6 (86.9) 800.8 CINCINNATI BELL CBB US 2,107.3 (676.7) (3.2) DEX MEDIA INC DXM US 3,358.0 (142.0) 332.0 DIRECTV DIG1 GR 21,905.0 (6,169.0) (577.0) DIRECTV DTV US 21,905.0 (6,169.0) (577.0) DIRECTV DTV CI 21,905.0 (6,169.0) (577.0) DOMINO'S PIZZA EZV GR 525.3 (1,290.2) 96.9 DOMINO'S PIZZA EZV TH 525.3 (1,290.2) 96.9 DOMINO'S PIZZA DPZ US 525.3 (1,290.2) 96.9 DUN & BRADSTREET DB5 GR 1,849.9 (1,206.3) (128.9) DUN & BRADSTREET DNB US 1,849.9 (1,206.3) (128.9) DUN & BRADSTREET DB5 TH 1,849.9 (1,206.3) (128.9) EASTMAN KODAK CO KODN GR 3,815.0 (3,153.0) (785.0) EASTMAN KODAK CO KODK US 3,815.0 (3,153.0) (785.0) EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EGALET CORP EGLT US 14.4 (1.5) (3.1) ELEVEN BIOTHERAP EBIO US 5.1 (6.1) (2.9) EMPIRE STATE -ES ESBA US 1,122.2 (31.6) (925.9) EMPIRE STATE-S60 OGCP US 1,122.2 (31.6) (925.9) ENDURANCE INTERN EI0 GR 1,519.2 (20.5) (180.2) ENDURANCE INTERN EIGI US 1,519.2 (20.5) (180.2) ENTRAVISION CO-A EV9 GR 448.7 (5.5) 70.2 ENTRAVISION CO-A EVC US 448.7 (5.5) 70.2 FAIRPOINT COMMUN FRP US 1,599.9 (309.2) 34.3 FATE THERAPEUTIC FATE US 23.0 (9.9) 9.9 FATE THERAPEUTIC F6T GR 23.0 (9.9) 9.9 FERRELLGAS-LP FEG GR 1,620.8 (101.2) 20.0 FERRELLGAS-LP FGP US 1,620.8 (101.2) 20.0 FREESCALE SEMICO FSL US 3,047.0 (4,594.0) 1,133.0 FREESCALE SEMICO 1FS TH 3,047.0 (4,594.0) 1,133.0 FREESCALE SEMICO 1FS GR 3,047.0 (4,594.0) 1,133.0 GENTIVA HEALTH GHT GR 1,262.6 (300.2) 94.3 GENTIVA HEALTH GTIV US 1,262.6 (300.2) 94.3 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBAL BRASS & C BRSS US 592.5 (8.9) 307.1 GLOBAL BRASS & C 6GB GR 592.5 (8.9) 307.1 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HALOZYME THERAPE HALOZ GR 101.8 (20.0) 69.7 HALOZYME THERAPE HALO US 101.8 (20.0) 69.7 HCA HOLDINGS INC 2BH GR 28,831.0 (6,928.0) 2,342.0 HCA HOLDINGS INC 2BH TH 28,831.0 (6,928.0) 2,342.0 HCA HOLDINGS INC HCA US 28,831.0 (6,928.0) 2,342.0 HORIZON PHARMA I HPM GR 252.6 (49.1) 67.5 HORIZON PHARMA I HPM TH 252.6 (49.1) 67.5 HORIZON PHARMA I HZNP US 252.6 (49.1) 67.5 HOVNANIAN ENT-A HOV US 1,787.3 (456.1) 1,131.9 HOVNANIAN ENT-A HO3 GR 1,787.3 (456.1) 1,131.9 HOVNANIAN ENT-B HOVVB US 1,787.3 (456.1) 1,131.9 HOVNANIAN-A-WI HOV-W US 1,787.3 (456.1) 1,131.9 HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) INCYTE CORP ICY GR 629.6 (193.1) 447.8 INCYTE CORP ICY TH 629.6 (193.1) 447.8 INCYTE CORP INCY US 629.6 (193.1) 447.8 INFOR US INC LWSN US 6,515.2 (555.7) (303.6) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU 1JE GR 1,543.7 (199.3) (12.4) JUST ENERGY GROU JE US 1,543.7 (199.3) (12.4) JUST ENERGY GROU JE CN 1,543.7 (199.3) (12.4) KATE SPADE & CO KATE US 977.5 (32.5) 206.5 KATE SPADE & CO LIZ GR 977.5 (32.5) 206.5 L BRANDS INC LTD TH 7,198.0 (369.0) 1,324.0 L BRANDS INC LB US 7,198.0 (369.0) 1,324.0 L BRANDS INC LTD GR 7,198.0 (369.0) 1,324.0 LDR HOLDING CORP LDRH US 77.7 (7.2) 10.3 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEE ENTERPRISES LE7 GR 820.2 (157.4) 9.9 LEE ENTERPRISES LEE US 820.2 (157.4) 9.9 LORILLARD INC LO US 3,536.0 (2,064.0) 1,085.0 LORILLARD INC LLV TH 3,536.0 (2,064.0) 1,085.0 LORILLARD INC LLV GR 3,536.0 (2,064.0) 1,085.0 MACROGENICS INC MGNX US 42.0 (4.0) 11.7 MACROGENICS INC M55 GR 42.0 (4.0) 11.7 MALIBU BOATS-A MBUU US 57.2 (32.5) (2.0) MALIBU BOATS-A M05 GR 57.2 (32.5) (2.0) MANNKIND CORP NNF1 GR 258.6 (30.7) (51.5) MANNKIND CORP MNKD US 258.6 (30.7) (51.5) MANNKIND CORP NNF1 TH 258.6 (30.7) (51.5) MARRIOTT INTL-A MAQ GR 6,794.0 (1,415.0) (772.0) MARRIOTT INTL-A MAQ TH 6,794.0 (1,415.0) (772.0) MARRIOTT INTL-A MAR US 6,794.0 (1,415.0) (772.0) MDC PARTNERS-A MDCA US 1,425.2 (128.1) (189.8) MDC PARTNERS-A MDZ/A CN 1,425.2 (128.1) (189.8) MDC PARTNERS-A MD7A GR 1,425.2 (128.1) (189.8) MERITOR INC AID1 GR 2,497.0 (808.0) 337.0 MERITOR INC MTOR US 2,497.0 (808.0) 337.0 MERRIMACK PHARMA MACK US 192.4 (43.1) 108.9 MERRIMACK PHARMA MP6 GR 192.4 (43.1) 108.9 MIRATI THERAPEUT MRTX US 18.5 (24.3) (25.3) MIRATI THERAPEUT 26M GR 18.5 (24.3) (25.3) MONEYGRAM INTERN MGI US 4,786.9 (77.0) 85.2 MORGANS HOTEL GR MHGC US 572.8 (172.9) 6.5 MORGANS HOTEL GR M1U GR 572.8 (172.9) 6.5 MOUNTAIN HIGH AC MYHI US 0.0 (0.0) 0.0 MPG OFFICE TRUST MPG US 1,280.0 (437.3) - NATIONAL CINEMED XWM GR 1,067.3 (146.1) 134.0 NATIONAL CINEMED NCMI US 1,067.3 (146.1) 134.0 NAVISTAR INTL IHR GR 7,654.0 (3,877.0) 645.0 NAVISTAR INTL IHR TH 7,654.0 (3,877.0) 645.0 NAVISTAR INTL NAV US 7,654.0 (3,877.0) 645.0 NEKTAR THERAPEUT ITH GR 434.5 (89.9) 159.7 NEKTAR THERAPEUT NKTR US 434.5 (89.9) 159.7 NEXSTAR BROADC-A NXZ GR 1,163.7 (13.2) 117.2 NEXSTAR BROADC-A NXST US 1,163.7 (13.2) 117.2 NORCRAFT COS INC 6NC GR 265.0 (6.1) 47.7 NORCRAFT COS INC NCFT US 265.0 (6.1) 47.7 NORTHWEST BIO NWBO US 7.6 (14.3) (9.7) NORTHWEST BIO NBYA GR 7.6 (14.3) (9.7) NYMOX PHARMACEUT NYMX US 1.1 (5.9) (2.3) OCI PARTNERS LP OP0 GR 460.3 (98.7) 79.8 OCI PARTNERS LP OCIP US 460.3 (98.7) 79.8 OMEROS CORP 3O8 GR 16.5 (18.4) 2.9 OMEROS CORP OMER US 16.5 (18.4) 2.9 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PHILIP MORRIS IN PM US 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN 4I1 TH 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM1EUR EU 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PMI SW 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM1CHF EU 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM1 TE 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN 4I1 GR 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM FP 38,168.0 (6,274.0) (214.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLUG POWER INC PLUN TH 35.4 (15.5) 11.1 PLUG POWER INC PLUN GR 35.4 (15.5) 11.1 PLUG POWER INC PLUG US 35.4 (15.5) 11.1 PLY GEM HOLDINGS PGEM US 1,042.3 (52.0) 175.8 PLY GEM HOLDINGS PG6 GR 1,042.3 (52.0) 175.8 PROTALEX INC PRTX US 1.2 (8.6) 0.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QDZ GR 427.2 (56.3) 88.8 QUALITY DISTRIBU QLTY US 427.2 (56.3) 88.8 QUINTILES TRANSN Q US 3,066.8 (667.5) 463.4 QUINTILES TRANSN QTS GR 3,066.8 (667.5) 463.4 RE/MAX HOLDINGS 2RM GR 252.0 (22.5) 39.1 RE/MAX HOLDINGS RMAX US 252.0 (22.5) 39.1 REGAL ENTERTAI-A RETA GR 2,704.7 (715.3) (41.3) REGAL ENTERTAI-A RGC US 2,704.7 (715.3) (41.3) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC 17R GR 21.4 (5.8) (10.3) RETROPHIN INC RTRX US 21.4 (5.8) (10.3) REVANCE THERAPEU RTI GR 18.9 (23.7) (28.6) REVANCE THERAPEU RVNC US 18.9 (23.7) (28.6) REVLON INC-A REV US 2,123.9 (596.5) 246.4 REVLON INC-A RVL1 GR 2,123.9 (596.5) 246.4 RITE AID CORP RTA GR 7,138.2 (2,228.8) 1,881.2 RITE AID CORP RAD US 7,138.2 (2,228.8) 1,881.2 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL S7V GR 2,060.1 (291.2) 689.5 SALLY BEAUTY HOL SBH US 2,060.1 (291.2) 689.5 SILVER SPRING NE SSNI US 516.4 (78.1) 95.5 SILVER SPRING NE 9SI GR 516.4 (78.1) 95.5 SILVER SPRING NE 9SI TH 516.4 (78.1) 95.5 SMART TECHNOL-A SMT US 374.2 (29.4) 71.6 SMART TECHNOL-A SMA CN 374.2 (29.4) 71.6 SMART TECHNOL-A 2SA GR 374.2 (29.4) 71.6 SUNESIS PHARMAC SNSS US 40.5 (6.2) 6.5 SUNESIS PHARMAC RYIN GR 40.5 (6.2) 6.5 SUNESIS PHARMAC RYIN TH 40.5 (6.2) 6.5 SUNGAME CORP SGMZ US 0.1 (2.2) (2.3) SUPERVALU INC SJ1 GR 4,711.0 (983.0) 272.0 SUPERVALU INC SJ1 TH 4,711.0 (983.0) 272.0 SUPERVALU INC SVU US 4,711.0 (983.0) 272.0 SUPERVALU INC SVU* MM 4,711.0 (983.0) 272.0 TANDEM DIABETES TD5 GR 48.6 (2.8) 13.8 TANDEM DIABETES TNDM US 48.6 (2.8) 13.8 TAUBMAN CENTERS TCO US 3,506.2 (215.7) - TAUBMAN CENTERS TU8 GR 3,506.2 (215.7) - THRESHOLD PHARMA THLD US 104.1 (23.5) 59.0 THRESHOLD PHARMA NZW1 GR 104.1 (23.5) 59.0 TOWN SPORTS INTE CLUB US 413.8 (43.5) 27.8 TRANSDIGM GROUP TDG US 6,292.5 (234.2) 882.4 TRANSDIGM GROUP T7D GR 6,292.5 (234.2) 882.4 TRINET GROUP INC TNET US 1,434.7 (270.4) 65.1 TRINET GROUP INC TN3 GR 1,434.7 (270.4) 65.1 ULTRA PETROLEUM UPL US 2,785.3 (331.5) (278.8) ULTRA PETROLEUM UPM GR 2,785.3 (331.5) (278.8) UNISYS CORP UIS1 SW 2,510.0 (663.9) 516.0 UNISYS CORP UISEUR EU 2,510.0 (663.9) 516.0 UNISYS CORP UIS US 2,510.0 (663.9) 516.0 UNISYS CORP USY1 GR 2,510.0 (663.9) 516.0 UNISYS CORP USY1 TH 2,510.0 (663.9) 516.0 UNISYS CORP UISCHF EU 2,510.0 (663.9) 516.0 VARONIS SYSTEMS VS2 GR 33.7 (1.5) 1.8 VARONIS SYSTEMS VRNS US 33.7 (1.5) 1.8 VECTOR GROUP LTD VGR GR 1,260.2 (21.6) 183.3 VECTOR GROUP LTD VGR US 1,260.2 (21.6) 183.3 VENOCO INC VQ US 695.2 (258.7) (39.2) VERISIGN INC VRS TH 2,660.8 (423.6) (226.0) VERISIGN INC VRS GR 2,660.8 (423.6) (226.0) VERISIGN INC VRSN US 2,660.8 (423.6) (226.0) VINCE HOLDING CO VNCE US 470.3 (181.2) (158.1) VINCE HOLDING CO VNC GR 470.3 (181.2) (158.1) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 346.7 (16.3) 106.1 WEIGHT WATCHERS WTW US 1,408.9 (1,474.6) (30.1) WEIGHT WATCHERS WW6 GR 1,408.9 (1,474.6) (30.1) WEIGHT WATCHERS WW6 TH 1,408.9 (1,474.6) (30.1) WEST CORP WSTC US 3,486.3 (740.2) 363.9 WEST CORP WT2 GR 3,486.3 (740.2) 363.9 WESTMORELAND COA WME GR 939.8 (280.3) 4.1 WESTMORELAND COA WLB US 939.8 (280.3) 4.1 XERIUM TECHNOLOG XRM US 624.1 (11.4) 107.5 XERIUM TECHNOLOG TXRN GR 624.1 (11.4) 107.5 XOMA CORP XOMA TH 134.8 (4.0) 97.4 XOMA CORP XOMA GR 134.8 (4.0) 97.4 XOMA CORP XOMA US 134.8 (4.0) 97.4 YRC WORLDWIDE IN YRCW US 2,064.9 (597.4) 213.3 YRC WORLDWIDE IN YEL1 TH 2,064.9 (597.4) 213.3 YRC WORLDWIDE IN YEL1 GR 2,064.9 (597.4) 213.3 ********* 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 ***